HomeMy WebLinkAboutContract 55887-A1 CSC No.55887-A1
AMENDMENT NO. 1
TO
CITY OF FORT WORTH CONTRACT 55887
This Amendment is entered into by and between the City of Fort Worth (hereafter
'Buyer"), a home rule municipality, with its principal place of business at 200 Texas Street,Fort
Worth, Texas, and Fastenal Company ("Vendor"), Buyer and Vendor may be referred to
individually as a Party and collectively as the Parties.
WHEREAS,on June 23,2021,the Parties entered into City Secretary Contract 55887 to
provide facilities maintenance and repair & operations (MRO) and industrial supplies
("Agreement/Contract");
WHEREAS, the Parties wish to amend the Agreement to increase the overall annual
amount to $300,000.00 per M&C 21-0139.
NOW, THEREFORE, the Parties, acting herein by the through their duly authorized
representatives, enter into the following agreement:
1.
AMENDMENTS
The Agreement is hereby amended to read as follows:
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 by City shall be in the amount of Three Hundred Thousand Dollars($300,000).
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.
2.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Agreement which are not expressly amended herein shall
remain in full force and effect.
3.
ELECTRONIC SIGNATURE
This Amendment may be executed in multiple counterparts, each of which shall be
an original and all of which shall constitute one and the same instrument. A facsimile copy
or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall
have the same effect as anoriginal.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
By: Dana Burghdoff(Mar 22,20 19:01 CDT of this contract,including ensuring all
Name: Dana Burghdoff performance and reporting requirements.
Title: Assistant City Manager
Date: �
By:
APPROVAL RECOMMENDED: Name: Shatabya Bergland
Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
chnstopher Narder
By: Christopher Harder(Mar 22,202215:37 CDT)
Name: Chris Harder
Title: Water Director By:
Name: Taylor Paris
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 21-0139
By: JannetteS.Goodall(Mdr23,202214:23CDT) Date:
Name: Jannette Goodall 1295:N/A
Title: City Secretary FO R�
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Fastenal: d�44 nEXAgb��
` ff ATTEST:
By: (/V .
Name: Will iam Drazkowski By:
Title: Executive Vice President Name: .Heather en
Title: Sales Development Manager
Date: 3/18/2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC No. 55887
FORT WORTH
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:
1. This Cooperative Purchase Agreement;
2. Exhibit A—Seller's Quote, Scope of Services or Purchase Order;
3. Exhibit B—TXMAS Cooperative Agreement,No. TXMAS-18-51V07
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:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
To CITY: To VENDOR:
City of Fort Worth Fastenal Company
Attn: Jesus Chapa, Deputy City Manager Attn: Kevin Fitzgerald,VP of Government
200 Texas Street Sales
Fort Worth, TX 76102-6314 2001 Theurer Blvd
Facsimile: (817) 392-8654 Winona, MN 55987
Facsimile: N/A
With copy to Fort Worth City Attorney's Office
at same address
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By, Jesus J.Chapa(Jun 22,202108:46 CDT) responsible for the monitoring and administration
J Name: Jesus Chapa of this contract, including ensuring all performance
Title: Deputy City Manager and reporting requirements.
Date: J u n 23, 2021
EVk, Y"ar,,e-g-
APPROVAL RECOMMENDED: By: Elida Torres(Jun 22,202116:32 CDT)
Name: Elida Torres
Title: Management Analyst I
Financial Management Services
By: Reginald Zeno(Jun 22,202116:37 CDT)
Name: Reginald Zeno APPROVED AS TO FORM AND LEGALITY:
Title: Chief Financial Services Officer
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ATTEST: ��o° °°0'Oa�� B
pro g?�� y:
0
vo ox Name: Taylor Paris
(� 0 o o*�d Title: Assistant City Attorney
By: �U aa��nEXASaOp� CONTRACT AUTHORIZATION:
Name: Mary Kayser M&C: 20-0352
Title: City Secretary
VENDOR:
Fastenal Company
By:
Name: Kevin fitzgerald
Title: VP of Government Sales OFFICIAL RECORD
Date: — a— a �\ CITY SECRETARY
FT. WORTH, 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 57%
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 25%
11. Power Tools (excluding automotive related tools and products) 25%
12. Electrical 30%
13. Paint 25%
14. Security 30%
15. Safety(does not include any public safety equipment) 30%
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
Exhibit B
NASPO
-nt
AV ePomi
NASPO ValuePoint Master Agreement #8497
for
Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
This NASPO ValuePoint Master Agreement ("Master Agreement") is between the State of
Oregon, acting by and through the Department of Administrative Services, Enterprise
Goods and Services, Procurement Services ("DAS PS"), as the Lead State, on behalf of the
member states of the NASPO ValuePoint Cooperative Purchasing Program and other
Participating Entities and Fastenal Company ("Contractor"). This Master Agreement is
effective on the date that it has been signed by the parties and has been approved as
required by applicable law ("Effective Date"),
1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following documents:
(1) A Participating Entity's Participating Addendum ("PA"), substantially in the form
attached hereto as Exhibit A;
(2) NASPO ValuePoint Master Agreement and its exhibits;
Terms and conditions of the Master Agreement, then its exhibits, to be
interpreted in the following order:
• Exhibit C - Provisions Required by Federal Law
• Exhibit B - Description of Products, Price, and Services
• Exhibit B-1 -Vending Machine Offerings
• Exhibit B-2 - Percentage Off Discounts
• Exhibit E - Contractor Branch Listings
• eMarket Center Addendum
• Exhibit D - NASPO ValuePoint Detailed Sales Data Report Form
• Exhibit A - Sample Participating Addendum
• Exhibit F - Green Policy Statement
• Exhibit G - Recycling Programs
(3) A Purchase Order issued against the Master Agreement;
(4) Any terms and conditions provided electronically or online or as part of Product
materials or descriptions or guidelines; and
NASPO ValuePoint Master Agreement 1
(5) Any Contractor's online or third party terms and conditions.
b. These documents shall be read to be consistent and complementary. Any conflict among
these documents shall be resolved by giving priority to these documents in the order listed
above.
2. Definitions
Acceptance means a written notice from a Purchasing Entity to Contractor advising
Contractor that the Product has passed its Acceptance Testing. Acceptance of a Product for
which acceptance testing is not required shall occur following the completion of delivery,
installation, if required, and a reasonable time for inspection of the Product, unless the
Purchasing Entity provides a written notice of rejection to Contractor.
Acceptance Testing means the process for ascertaining that the Product meets the
standards set forth in the section titled Standard of Performance and Acceptance, prior to
Acceptance by the Purchasing Entity.
Contract means any Order or Purchase Order or other agreed upon ordering instrument
issued by a Purchasing Entity under this Master Agreement, together with the terms and
conditions of this Master Agreement.
Contractor means the person or entity delivering Products or performing services under the
terms and conditions set forth in this Master Agreement.
Embedded Software means one or more software applications which permanently reside
on a computing device.
Environmentally Preferable Product means products and services that have a lesser or
reduced effect on human health and the environment when compared to competing
products or services that serve the same purpose.
Intellectual Property means any and all patents, copyrights, service marks, trademarks,
trade secrets, trade names, patentable inventions, or other similar proprietary rights, in
tangible or intangible form, and all rights, title, and interest therein.
Lead State means the State centrally administering any resulting Master Agreement(s).
Master Agreement means the underlying agreement executed by and between the Lead
State, acting on behalf of the members of the NASPO ValuePoint Cooperative Purchasing
Program, and the Contractor, as now or hereafter amended.
NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing
business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary
organization the National Association of State Procurement Officials (NASPO), the sole
member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the NASPO
cooperative group contracting consortium of state chief procurement officials for the benefit
of state departments, institutions, agencies, and political subdivisions and other eligible
entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.)
NASPO ValuePoint Master Agreement 2
for all states, the District of Columbia, and territories of the United States. NASPO
ValuePoint is identified in the Master Agreement as the recipient of reports and may
perform contract administration functions relating to collecting and receiving reports as well
as other contract administration functions as assigned by the Lead State.
Order or Purchase Order means any purchase order, sales order, contract or other
document used by a Purchasing Entity to order the Products.
Participating Addendum means a bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any other additional
Participating Entity specific language or other requirements, e.g. ordering procedures
specific to the Participating Entity, other terms and conditions.
Participating Entity means a state, or other legal entity, properly authorized to enter into a
Participating Addendum.
Participating State means a state, the District of Columbia, or one of the territories of the
United States that is listed in the Request for Proposal as intending to participate. Upon
execution of the Participating Addendum, a Participating State becomes a Participating
Entity; however, a Participating State listed in the Request for Proposals is not required to
later participate in the Master Agreement
Product means any equipment, software (including embedded software), supplies,
materials, commodities, goods, documentation or other deliverable supplied, offered, or
created by the Contractor pursuant to this Master Agreement as described on Exhibits B
and B-1. The term Products, supplies, and products are used interchangeably in this Master
Agreement.
Purchasing Entity or Customer means a state (as well as the District of Columbia and
U.S territories), city, county, district, other political subdivision of a State, and a nonprofit
organization under the laws of some states if authorized by a Participating Addendum, who
issues a Purchase Order against the Master Agreement and becomes financially committed
to the purchase.
Services means installation and additional services as defined in the Master Agreement.
3, Term of the Master Agreement; Non-exclusivity
a. The initial term of this Master Agreement is for one (11 year. This Master Agreement may
be extended beyond the original contract period for four (4) additional years at the Lead
State's discretion and by mutual agreement and upon review of requirements of
Participating Entities, current market conditions, and Contractor performance.
b. This Master Agreement is not exclusive. Purchasing Entities retain the right to contract
for Products or Services or both through any selection process authorized by law, or to
perform the Services themselves. Neither NASPO ValuePoint nor the Lead State
guarantees that any specific number of Contracts will be issued or that any specific amount
of Products or Services will be required.
NASPO ValuePoint Master Agreement 3
4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified, supplemented
or amended in any manner whatsoever without prior written approval of the Lead State and
Contractor.
5. Participants and Scope
a. Contractor may not deliver Products and Services under this Master Agreement until a
Participating Addendum, in a form substantially similar to Exhibit A attached hereto and
acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint
Master Agreement Terms and Conditions are applicable to any Order by a Participating
Entity (and other Purchasing Entities covered by their Participating Addendum), except to
the extent altered, modified, supplemented or amended by a Participating Addendum. By
way of illustration and not limitation, this authority may apply to unique delivery and
invoicing requirements, confidentiality requirements, defaults on Orders, governing law and
venue relating to Orders by a Participating Entity, indemnification, and insurance
requirements. Statutory or constitutional requirements relating to availability of funds may
require specific language in some Participating Addenda in order to comply with applicable
law. The expectation is that these alterations, modifications, supplements, or amendments
will be addressed in the Participating Addendum or, with the consent of the Purchasing
Entity and Contractor, may be included in the ordering document (e.g. purchase order or
contract) used by the Purchasing Entity to place the Order.
b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies,
political subdivisions and other Participating Entities (including cooperatives) authorized by
individual state's statutes to use state contracts are subject to the approval of the respective
State Chief Procurement Official. Issues of interpretation and eligibility for participation are
solely within the authority of the respective State Chief Procurement Official.
c. Obligations under this Master Agreement are limited to those Participating Entities who
have signed a Participating Addendum and Purchasing Entities within the scope of those
Participating Addenda. States or other entities permitted to participate may use an informal
competitive process to determine which Master Agreements to participate in through
execution of a Participating Addendum. Financial obligations of Participating Entities who
are states are limited to the orders placed by the departments or other state agencies and
institutions having available funds. Participating Entities who are states incur no financial
obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed
PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support
documentation of participation and posting in appropriate data bases.
d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO
ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing
organization assisting states in administering the NASPO cooperative purchasing program
for state government departments, institutions, agencies and political subdivisions (e.g.,
colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and
the territories of the United States.
e. Participating Addenda shall not be construed to amend the following provisions in this
NASPO ValuePoint Master Agreement 4
Master Agreement between the Lead State and Contractor that prescribe NASPO
ValuePoint Program requirements: Term of the Master Agreement; Amendments;
Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed
Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance
Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate Guarantee
Period; and Individual Customers. Any such language shall be void and of no effect.
f. Participating Entities who are not states may under some circumstances sign their own
Participating Addendum, subject to the consent to participation by the Chief Procurement
Official of the state where the Participating Entity is located. Coordinate requests for such
participation through NASPO ValuePoint. Any permission to participate through execution
of a Participating Addendum is not a determination that procurement authority exists in the
Participating Entity; they must ensure that they have the requisite procurement authority to
execute a Participating Addendum.
g. Resale. "Resale" means any payment in exchange for transfer of tangible goods,
software, or assignment of the right to services. Subject to any specific conditions included
in the solicitation or Contractor's proposal as accepted by the Lead State, or as explicitly
permitted in a Participating Addendum, Purchasing Entities may not resell Products (the
definition of which includes services that are deliverables). Absent any such condition or
explicit permission, this limitation does not prohibit: payments by employees of a
Purchasing Entity for Products; sales of Products to the general public as surplus property;
and fees associated with inventory transactions with other governmental or nonprofit
entities and consistent with a Purchasing Entity's laws and regulations. Any sale or transfer
permitted by this subsection must be consistent with license rights granted for use of
intellectual property.
6. Administrative Fees
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint
Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60)
days following the end of each calendar quarter. The NASPO ValuePoint Administrative
Fee shall be submitted quarterly and is based on all sales of products and services under
the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint
Administrative Fee is not negotiable. This fee is to be included as part of the pricing
submitted with proposal.
b. Additionally, some states may require an additional fee be paid directly to the state only
on purchases made by Purchasing Entities within that state. For all such requests, the fee
level, payment method and schedule for such reports and payments will be incorporated
into the Participating Addendum that is made a part of the Master Agreement. The
Contractor may adjust the Master Agreement pricing accordingly for purchases made by
Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect
the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing
Entities outside the jurisdiction of the state requesting the additional fee. The NASPO
ValuePoint Administrative Fee in subsection 6a shall be based on the gross amount of all
sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating
Addenda.
NASPO ValuePoint Master Agreement 5
7, NASPO ValuePoint Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall
provide the following NASPO ValuePoint reports:
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to
NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee
Reporting Tool found at http://calculator.nasnovaluepoint.org. Any/all safes made under this
Master Agreement shall be reported as cumulative totals by state. Even if Contractor
experiences zero sales during a calendar quarter, a report is still required. Reports shall be
due no later than thirty (30) days following the end of the calendar quarter (as specified in
the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by; (1) state; (2)
entitylcustomer type, e.g. local government, higher education, K12, non-profit; (3)
Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing
Entity and Contractor Purchase Order identifierinumber(s); (5) Purchase Order Type (e.g.
sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order
date; (7) Ship Date; (8) and line item description, including product number if used. The
report shall be submitted in any form required by the solicitation. Reports are due on a
quarterly basis and must be received by the Lead State and NASPO ValuePoint
Cooperative Development Team no later than thirty (30) days after the end of the reporting
period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint
Cooperative Development Team electronically through a designated portal, email, CD-
ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint.
Detailed sales data reports shall include sales information for all sales under Participating
Addenda executed under this Master Agreement. The format for the detailed sales data
report is in shown in Exhibit D.
c. Reportable sales for the summary sales data report and detailed sales data report
includes sales to employees for personal use where authorized by the solicitation and the
Participating Addendum. Report data for employees should be limited to ONLY the state
and entity they are participating under the authority of (state and agency, city, county,
school district, etc.) and the amount of sales. No personal identification numbers, e.g.
names, addresses, social security numbers or any other numerical identifier, may be
submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator
with an executive summary each quarter that includes, at a minimum, a list of states with an
active Participating Addendum, states that Contractor is in negotiations with and any
Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint
Cooperative Development Coordinator and Contractor will determine the format and content
of the executive summary. The executive summary is due thirty (30) days after the
conclusion of each calendar quarter.
e. Timely submission of these reports is a material requirement of the Master Agreement.
The recipient of the reports shall have exclusive ownership of the media containing the
reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-
NASPO ValuePoint Master Agreement 6
exclusive, royalty free, transferable right to display, modify, copy, and otherwise use
reports, data and information provided under this section.
8. NASPO ValuePoint Cooperative Program Marketing, Training, and
Performance Review
a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor
agrees to present plans to NASPO ValuePoint for the education of Contractor's contract
administrator(s) and sales/marketing workforce regarding the Master Agreement contract,
including the competitive nature of NASPO ValuePoint procurements, the Master
agreement and participating addendum process, and the manner in which qualifying entities
can participate in the Master Agreement.
b. Contractor agrees, as Participating Addendums become executed, if requested by
ValuePoint personnel to provide plans to launch the program within the participating state.
Plans will include time frames to launch the agreement and confirmation that the
Contractor's website has been updated to properly reflect the contract offer as available in
the participating state.
c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum,
to consider customer proposed terms and conditions, as deemed important to the customer,
for possible inclusion into the customer agreement. Contractor will ensure that its sales
force is aware of this contracting option.
d. Contractor agrees to participate in an annual contract performance review at a location
selected by the Lead State and NASPO ValuePoint, which may include a discussion of
marketing action plans, target strategies, marketing materials, as well as Contractor
reporting and timeliness of payment of administration fees.
e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by
Contractor in sales and marketing until a logo use agreement is executed with NASPO
ValuePoint.
f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual
performance review. Lead State may, in its discretion, cancel the Master Agreement
pursuant to section 28, or not exercise an option to renew, when Contractor utilization does
not warrant further administration of the Master Agreement. The Lead State may exercise
its right to not renew the Master Agreement if Contractor fails to record or report revenue for
three consecutive quarters, upon 60-calendar day written notice to the Contractor.
Cancellation based on nonuse or under-utilization will not occur sooner than two years after
award (or execution if later) of the Master Agreement. This subsection does not limit the
discretionary right of either the Lead State or Contractor to cancel the Master Agreement
pursuant to section 28 or to terminate for default pursuant to section 30.
g. Contractor agrees, within 30 days of the effective date, to notify the Lead State and
NASPO ValuePoint of any contractual most-favored-customer provisions in third-part
contracts or agreements that may affect the promotion of this Master Agreement or whose
terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders
NASPO ValuePoint Master Agreement 7
from this master agreement. Upon request of the Lead State or NASPO ValuePoint,
Contractor shall provide a copy of any such provisions.
9. NASPO ValuePoint eMarket Center
a. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc.
(doing business as JAGGAER) whereby JAGGAER will provide certain electronic catalog
hosting and management services to enable eligible NASPO ValuePoint's customers to
access a central online website to view and/or shop the goods and services available from
existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to
as the NASPO ValuePoint eMarket Center.
b. The Contractor will have visibility in the eMarket Center through Ordering Instructions.
These Ordering Instructions are available at no cost to the Contractor and provide
customers information regarding the Contractors website and ordering information. The
Contractor is required at a minimum to participate in the eMarket Center through Ordering
Instructions.
c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint
eMarket Center Site Admin shall provide a written request to the Contractor to begin
Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of
written request to work with NASPO ValuePoint to provide any unique information and
ordering instructions that the Contractor would like the customer to have.
d. If the solicitation requires either a catalog hosted on or integration of a punchout site with
eMarket Center, or either solution is proposed by a Contractor and accepted by the Lead
State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint Master
Agreement Terms and Conditions apply.
10. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead
State prior approval for the release of information that pertains to the potential work or
activities covered by the Master Agreement. This limitation does not preclude publication
about the award of the Master Agreement or marketing activities consistent with any
proposed and accepted marketing plan. The Contractor shall not make any representations of
NASPO ValuePoint's opinion or position as to the quality or effectiveness of the services that
are the subject of this Master Agreement without prior written consent. Failure to adhere to
this requirement may result in termination of the Master Agreement for cause.
11. Price and Rate Guarantee Period
All prices and rates set forth in Exhibits B and B-1 (and the online catalog) must be
guaranteed for the initial term of the Master Agreement. Following the initial Master
Agreement period, any request for price or rate adjustment must be for an equal guarantee
period, and must be made at least 30 days prior to the effective date. Requests for price or
rate adjustment must include sufficient documentation supporting the request. Any
adjustment or amendment to the Master Agreement shall not be effective unless approved
by the Lead State. No retroactive adjustments to prices or rates will be allowed.
Contractor shall apply the appropriate discounts as set forth on Exhibit B-2.
NASPO ValuePoint Master Agreement 8
12. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall
follow the terms and conditions of the Master Agreement and applicable Participating
Addendum and will have the same rights and responsibilities for their purchases as the
Lead State has in the Master Agreement, including but not limited to, any indemnity or right
to recover any costs as such right is defined in the Master Agreement and applicable
Participating Addendum for their purchases. Each Purchasing Entity will be responsible for
its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each
Purchasing Entity individually.
Administration of Orders
13. Ordering
a. Master Agreement order and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
b. Purchasing Entities may define entity or project-specific requirements and informally
compete the requirement among companies having a Master Agreement on an "as needed"
basis. This procedure may also be used when requirements are aggregated or other firm
commitments may be made to achieve reductions in pricing. This procedure may be
modified in Participating Addenda and adapted to the Purchasing Entity's rules and policies.
The Purchasing Entity may in its sole discretion determine which Master Agreement
Contractors should be solicited for a quote. The Purchasing Entity may select the quote
that it considers most advantageous, cost and other factors considered.
c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure
and documentation. Contractor is expected to become familiar with the Purchasing Entities'
rules, policies, and procedures regarding the ordering of supplies and/or services
contemplated by this Master Agreement.
d. Contractor shall not begin work without a valid Purchase Order or other appropriate
commitment document under the law of the Purchasing Entity.
e. Orders may be placed consistent with the terms of this Master Agreement during the
term of the Master Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, shall include:
(1) The Products, Services or Supplies being delivered;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity representative;
(5) The price per hour or other pricing elements consistent with this Master
Agreement and the contractor's proposal;
(6) A ceiling amount of the order for services being ordered; and
(7) The Master Agreement identifier.
NASPO ValuePoint Master Agreement 9
g. All communications concerning administration of Orders placed shall be furnished solely
to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to
such other individual identified in writing in the Order.
h. Orders must be placed pursuant to this Master Agreement prior to the termination date
thereof, but may have a delivery date or performance period up to 120 days past the then-
current termination date of this Master Agreement. Contractor is reminded that financial
obligations of Purchasing Entities payable after the current applicable fiscal year are
contingent upon agency funds for that purpose being appropriated, budgeted, and
otherwise made available.
1. Notwithstanding the expiration, cancellation or termination of this Master Agreement,
Contractor agrees to perform in accordance with the terms of any Orders then outstanding
at the time of such expiration or termination. Contractor shall not honor any Orders placed
after the expiration, cancellation or termination of this Master Agreement, or otherwise
inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or
other form of indefinite delivery order arrangement priced against this Master Agreement
may not be placed after the expiration or termination of this Master Agreement,
notwithstanding the term of any such indefinite delivery order agreement.
14. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B.
destination, freight pre-paid, with all transportation and handling charges paid by the
Contractor. Responsibility and liability for loss or damage shall remain the Contractor's until
final inspection and acceptance when responsibility shall pass to the Purchasing Entity
except as to latent defects, fraud and Contractor's warranty obligations. The minimum
shipment amount, if any, will be found in the special terms and conditions. Any order for
less than the specified amount is to be shipped with the freight prepaid and added as a
separate item on the invoice. Any portion of an Order to be shipped without transportation
charges that is back ordered shall be shipped without charge.
b. All deliveries will be "Inside Deliveries" as designated by a representative of the
Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a
loading dock, front lobby, or reception area. Specific delivery instructions will be noted on
the order form or Purchase Order. Any damage to the building interior, scratched walls,
damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage
does occur, it is the responsibility of the Contractor to immediately notify the Purchasing
Entity placing the Order.
c. All products must be delivered in the manufacturer's standard package. Costs shall
include all packing and/or crating charges. Cases shall be of durable construction, good
condition, properly labeled and suitable in every respect for storage and handling of
contents. Each shipping carton shall be marked with the commodity, brand, quantity, item
code number and the Purchasing Entity's Purchase Order number.
NASPO ValuePoint Master Agreement 10
15. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and
State laws and regulations, including the Federal Terms and Conditions set 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 section governs. This section is not intended to limit rights
and remedies under the applicable commercial code.
b. All Products are subject to inspection at reasonable times and places before Acceptance.
Contractor shall provide right of access to the Lead State, or to any other authorized agent
or official of the Lead State or other Participating or Purchasing Entity, at reasonable times,
in order to monitor and evaluate performance, compliance, and/or quality assurance
requirements under this Master Agreement. Products that do not meet specifications may
be rejected. Failure to reject upon receipt, however, does not relieve the contractor of
liability for material (nonconformity that substantial impairs value) latent or hidden defects
subsequently revealed when goods are put to use. Acceptance of such goods may be
revoked in accordance with the provisions of the applicable commercial code, and the
Contractor is liable for any resulting expense incurred by the Purchasing Entity related to
the preparation and shipping of Product rejected and returned, or for which Acceptance is
revoked.
c. If any Services do not conform to contract requirements, the Purchasing Entity may
require the Contractor to perform the services again in conformity with contract
requirements, at no increase in Order amount. When defects cannot be corrected by re-
performance, the Purchasing Entity may require the Contractor to take necessary action to
ensure that future performance conforms to contract requirements; and reduce the contract
price to reflect the reduced value of services performed.
d. The warranty period shall begin upon Acceptance.
e. Acceptance Testing may be explicitly set out in a Master Agreement to ensure
conformance to an explicit standard of performance. Acceptance Testing means the
process set forth in the Master Agreement for ascertaining that the Product meets the
standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance
Testing is prescribed, this subsection applies to applicable Products purchased under this
Master Agreement, including any additional, replacement, or substitute Product(s) and any
Product(s) which are modified by or with the written approval of Contractor after Acceptance
by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days
or other time period identified in this Master Agreement or the Participating Addendum,
starting from the day after the Product is delivered or, if installed, the day after the Product
is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the
Product does not meet the standard of performance during the initial period of Acceptance
Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-
day basis until the standard of performance is met. Upon rejection, the Contractor will have
fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure
NASPO ValuePolnt Master Agreement 11
period, the Product still has not met the standard of performance, the Purchasing Entity
may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b)
demand replacement Product from Contractor at no additional cost to Purchasing Entity; or,
(c) continue the cure period for an additional time period agreed upon by the Purchasing
Entity and the Contractor. Contractor shall pay all costs related to the preparation and
shipping of Product returned pursuant to the section. No Product shall be deemed Accepted
and no charges shall be paid until the standard of performance is met. The 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 the date a correct invoice is received, whichever is later. After 45 days
the Contractor may assess overdue account charges the highest rate permitted by
applicable law per month on the outstanding balance, unless a different late payment
amount is specified in a Participating Addendum, Order, or otherwise prescribed by
applicable law. Payments will be remitted by mail. Payments may be made via a State or
political subdivision "Purchasing Card" with no additional charge.
18. Warranty
Warranty provisions govern where specified elsewhere in the documents that constitute the
Master Agreement; otherwise this section governs. The Contractor warrants for a period of
one year from the date of Acceptance that: (a) the Product performs according to all specific
claims that the Contractor made in its response to the solicitation, (b) the Product is suitable
for the ordinary purposes for which such Product is used, (c) the Product is suitable for any
special purposes identified in the solicitation or for which the Purchasing Entity has relied on
the Contractor's skill or judgment, (d) the Product is designed and manufactured in a
commercially reasonable manner, and (e) the Product is free of defects. Upon breach of
the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the
Product whose nonconformance is discovered and made known to the Contractor. If the
repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose,
the Contractor will refund the full amount of any payments that have been made. If
Contractor is not the manufacturer of the product Contractor shall pass through all
manufacturer's warranty to Purchasing Entity. The rights and remedies of the parties under
this warranty are in addition to any other rights and remedies of the parties provided by law
or equity, including, without limitation, actual damages, and, as applicable and awarded
under the law, to a prevailing party, reasonable attorneys' fees and costs.
19. Title of Product
Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity
title to the Product free and clear of all liens, encumbrances, or other security interests.
Transfer of title to the Product shall include an irrevocable and perpetual license to use any
Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the
Product to another entity, Purchasing Entity shall have the right to transfer the license to
use the Embedded Software with the transfer of Product title. A subsequent transfer of this
software license shall be at no additional cost or charge to either Purchasing Entity or
Purchasing Entity's transferee.
NASPO ValuePoint Master Agreement 12
20. License of Pre-Existing Intellectual Property
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free,
irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible
media or Product, 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 Intellectual Property"). The Contractor shall be responsible for ensuring that this
license is consistent with any third party rights in the Pre-existing Intellectual Property.
General Provisions
21. Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term
of this Master Agreement, maintain in full force and effect, the insurance described in this
section. Contractor shall acquire such insurance from an insurance carrier or carriers
licensed to conduct business in each Participating Entity's state and having a rating of A,
Class VII or better, in the most recently published edition of A.M. Best's Insurance Reports.
Failure to buy and maintain the required insurance may result in this Master Agreement's
termination or, at a Participating Entity's option, result in termination of its Participating
Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall
be as indicated below:
(1) Commercial General Liability covering premises operations, independent
contractors, products and completed operations, blanket contractual liability,
personal injury (including death), advertising liability, and property damage, with a
limit of not less than $1 million per occurrencel$2 million general aggregate;
(2) Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice
to a Participating Entity who is a state within five (5) business days after Contractor is first
aware of expiration, cancellation or nonrenewal of such policy or is first aware that
cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
d. Prior to commencement of performance, Contractor shall provide to the Lead State a
written endorsement to the Contractor's general liability insurance policy or other
documentary evidence acceptable to the Lead State that (1) names Oregon, and the
Participating States identified in the Request for Proposal as additional insureds, (2)
provides that written notice of cancellation shall be delivered in accordance with the policy
provisions, and (3) provides that the Contractor's liability insurance policy shall be primary,
with any liability insurance of any Participating State as secondary and noncontributory.
Unless otherwise agreed in any Participating Addendum, other state Participating Entities'
rights and Contractor's obligations are the same as those specified in the first sentence of
this subsection except the endorsement is provided to the applicable state.
NASPO VaNePoint Master Agreement 13
e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in
a form sufficient to show required coverage within thirty (30) calendar days of the execution
of this Master Agreement and prior to performing any work. Copies of renewal certificates
of all required insurance shall be furnished within thirty (30) days after any renewal date to
the applicable state Participating Entity. Failure to provide evidence of coverage may, at
the sole option of the Lead State, or any Participating Entity, result in this Master
Agreement's termination or the termination of any Participating Addendum.
f. Coverage and limits shall not limit Contractor's liability and obligations under this Master
Agreement, any Participating Addendum, or any Purchase Order.
22. Records Administration and Audit
a. The Contractor shall maintain books, records, documents, and other evidence pertaining
to this Master Agreement and Orders placed by Purchasing Entities under it to the extent
and in such detail as shall adequately reflect performance and administration of payments
and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity,
the federal government (including its grant awarding entities and the U.S. Comptroller
General), and any other duly authorized agent of a governmental agency, to audit, inspect,
examine, copy and/or transcribe Contractor's books, documents, papers and records
directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it
for the purpose of making audits, examinations, excerpts, and transcriptions. This right
shall survive for a period of five (5) years following termination of this Agreement or final
payment for any order placed by a Purchasing Entity against this Agreement, whichever is
later, or such longer period as is required by the Purchasing Entity's state statutes, to
assure compliance with the terms hereof or to evaluate performance hereunder.
b. Without limiting any other remedy available to any governmental entity, the Contractor
shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any
overpayments inconsistent with the terms of the Master Agreement or Orders or
underpayment of fees found as a result of the examination of the Contractor's records.
c. The rights and obligations herein exist in addition to any quality assurance obligation in
the Master Agreement requiring the Contractor to self-audit contract obligations and that
permits the Lead State to review compliance with those obligations.
23. Confidentiality, Non-Disclosure, and Injunctive Relief
a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the
course of providing a Product under this Master Agreement, be exposed to or acquire
information that is confidential to Purchasing Entity or Purchasing Entity's clients. Any and
all information of any form that is marked as confidential or would by its nature be deemed
confidential obtained by Contractor or its employees or agents in the performance of this
Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity's
records, (2) personnel records, and (3) information concerning individuals, is confidential
information of Purchasing Entity ("Confidential Information"). Any reports or other
documents or items (including software) that result from- the use of the Confidential
Information by Contractor shall be treated in the same manner as the Confidential
Information. Confidential Information does not include information that (1) is or becomes
NASPO ValuePoint Master Agreement 14
(other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing
Entity to others without restrictions similar to those imposed by this Master Agreement; (3)
is rightfully in Contractor's possession without the obligation of nondisclosure prior to the
time of its disclosure under this Master Agreement; (4) is obtained from a source other than
Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written
consent of Purchasing Entity or; (6) is independently developed by employees, agents or
subcontractors of Contractor who can be shown to have had no access to the Confidential
Information.
b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at
least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign,
license, market, transfer or otherwise dispose of, give, or disclose Confidential Information
to third parties or use Confidential Information for any purposes whatsoever other than what
is necessary to the performance of Orders placed under this Master Agreement. Contractor
shall advise each of its employees and agents of their obligations to keep Confidential
Information confidential. Contractor shall use commercially reasonable efforts to assist
Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any
Confidential Information. Without limiting the generality of the foregoing, Contractor shall
advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if
Contractor learns or has reason to believe that any person who has had access to
Confidential Information has violated or intends to violate the terms of this Master
Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking
injunctive or other equitable relief in the name of Purchasing Entity or Contractor against
any such person. Except as directed by Purchasing Entity, Contractor will not at any time
during or after the term of this Master Agreement disclose, directly or indirectly, any
Confidential Information to any person, except in accordance with this Master Agreement,
and that upon termination of this Master Agreement or at Purchasing Entity's request,
Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in
Contractor's possession that embody Confidential Information. Notwithstanding the
foregoing, Contractor may keep one copy of such Confidential Information necessary for
quality assurance, audits and evidence of the performance of this Master Agreement.
c. Injunctive Relief. Contractor acknowledges that breach of this section, including
disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity
that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek
and obtain injunctive relief against the breach or threatened breach of the foregoing
undertakings, in addition to any other legal remedies that may be available. Contractor
acknowledges and agrees that the covenants contained herein are necessary for the
protection of the legitimate business interests of Purchasing Entity and are reasonable in
scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not
in conflict with the applicable public disclosure laws of any Purchasing Entity.
e. The rights granted Purchasing Entities and Contractor obligations under this section
shall also extend to the cooperative's Confidential Information, defined to include
Participating Addenda, as well as Orders or transaction data relating to Orders under this
Master Agreement that identify the entity/customer, Order dates, line item descriptions and
NASPO ValuePolnt Master Agreement 15
volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a
Participating State, or any governmental entity exercising an audit, inspection, or
examination pursuant to section 23. To the extent permitted by law, Contractor shall notify
the Lead State of the identity of any entity seeking access to the Confidential Information
described in this subsection.
24. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the
Purchasing Entity's public information laws.
25. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior written
approval of the Lead State.
b. The Lead State reserves the right to assign any rights or duties, including written
assignment of contract administration duties to NASPO Cooperative Purchasing
Organization LLC, doing business as NASPO ValuePoint and other third parties.
26. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor's key administrative
personnel managing the Master Agreement in writing within 10 calendar days of the change.
The Lead State reserves the right to approve changes in key personnel, as identified in the
Contractor's proposal. The Contractor agrees to propose replacement key personnel having
substantially equal or better education, training, and experience as was possessed by the key
person proposed and evaluated in the Contractor's proposal.
27. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no authorization,
express or implied, to bind the Lead State, Participating States, other Participating Entities,
or Purchasing Entities to any agreements, settlements, liability or understanding
whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein
or as expressly agreed in any Participating Addendum.
28. Cancellation
Unless otherwise stated, this Master Agreement may be canceled by either party upon 60
days written notice prior to the effective date of the cancellation. Further, any Participating
Entity may cancel its participation upon 30 days written notice, unless otherwise limited or
stated in the Participating Addendum. Cancellation may be in whole or in part. Any
cancellation under this provision shall not affect the rights and obligations attending orders
outstanding at the time of cancellation, including any right of a Purchasing Entity to
indemnification by the Contractor, rights of payment for Products delivered and accepted,
rights attending any warranty or default in performance in association with any Order, and
requirements for records administration and audit. Cancellation of the Master Agreement
due to Contractor default may be immediate.
NASPO ValuePoint Master Agreement 16
29. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused
by fire, riot, unusually severe weather, other acts of God, or war which are beyond that
party's reasonable control. The Lead State may terminate this Master Agreement after
determining such delay or default will reasonably prevent successful performance of the
Master Agreement.
30. Defaults and Remedies
a. The occurrence of any of the following events shall be an event of default under this
Master Agreement:
(1) Nonperformance of contractual requirements; or
(2) A material breach of any term or condition of this Master Agreement; or
(3) Any certification, representation or warranty by Contractor in response to the
solicitation or in this Master Agreement that proves to be untrue or materially
misleading; or
(4) Institution of proceedings under any bankruptcy, insolvency, reorganization or
similar law, by or against Contractor, or the appointment of a receiver or similar
officer for Contractor or any of its property, which is not vacated or fully stayed within
thirty (30) calendar days after the institution or occurrence thereof; or
(5) Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of
default, identifying the nature of the default, and providing a period of 15 calendar days in
which Contractor shall have an opportunity to cure the default. The Lead State shall not be
required to provide advance written notice or a cure period and may immediately terminate
this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines
that it is reasonably necessary to preserve public safety or prevent immediate public crisis.
Time allowed for cure shall not diminish or eliminate Contractor's liability for damages,
including liquidated damages to the extent provided for under this Master Agreement.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the
period specified in the written notice of default, Contractor shall be in breach of its
obligations under this Master Agreement and the Lead State shall have the right to exercise
any or all of the following remedies:
(1) Exercise any 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) Suspend Contractor from being able to respond to future bid solicitations; and
(5) Suspend Contractor's performance; and
(6) Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, in the event of a default under
a Participating Addendum, a Participating Entity shall provide a written notice of default as
NASPO ValuePoint Master Agreement 17
described in this section and shall have all of the rights and remedies under this paragraph
regarding its participation in the Master Agreement, in addition to those set forth in its
Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing
Entity shall provide written notice of default as described in this section and have all of the
rights and remedies under this paragraph and any applicable Participating Addendum with
respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement
Terms and Conditions shall be construed to limit the rights and remedies available to a
Purchasing Entity under the applicable commercial code.
31. Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or
enforce any rights and remedies shall not operate as a waiver under this Master Agreement
or Participating Addendum. Any waiver by the Lead State, Participating Entity, or
Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any
default, right or remedy under this Master Agreement or Participating Addendum, or by
Purchasing Entity with respect to any Purchase Order, or breach of any terms or
requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall
not be construed or operate as a waiver of any subsequent default or breach of such term
or requirement, or of any other term or requirement under this Master Agreement,
Participating Addendum, or Purchase Order.
32. Debarment
The Contractor certifies that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction (contract) by any governmental department or agency. This certification
represents a recurring certification made at the time any Order is placed under this Master
Agreement. If the Contractor cannot certify this statement, attach a written explanation for
review by the Lead State.
33. Indemnification
a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative
Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State,
Participating Entities, and Purchasing Entities, along with their officers and employees, from
and against third-party claims, damages or causes of action including reasonable attorneys'
fees and related costs for any death, injury, or damage to tangible property arising from .
act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or
volunteers, at any tier, relating to the performance under the Master Agreement.
b. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and hold
harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as
NASPO ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along with
their officers and employees ("Indemnified Party"), from and against claims, damages or
causes of action including reasonable attorneys' fees and related costs arising out of the
claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property
Claim") of another person or entity.
(1) The Contractor's obligations under this section shall not extend to any
NASPO ValuePoint Master Agreement 18
combination of the Product with any other product, system or method, unless the Product,
system or method 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 Product in its intended manner,
and the infringement could not have been avoided by substituting another
reasonably available product, system or method capable of performing the
same function; or
(d) It would be reasonably expected to use the Product in combination with
such product, system or method.
(2) The Indemnified Party shall notify the Contractor within a reasonable time after
receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to
provide reasonable notice, the Contractor shall not be relieved from its obligations unless
the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property
Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly
and reasonably investigates and defends any Intellectual Property Claim, it shall have
control over the defense and settlement of it. However, the Indemnified Party must consent
in writing for any money damages or obligations for which it may be responsible. The
Indemnified Party shall furnish, at the Contractor's reasonable request and expense,
information and assistance necessary for such defense. If the Contractor fails to vigorously
pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party
may assume the defense or settlement of it and the Contractor shall be liable for all costs
and expenses, including reasonable attorneys' fees and related costs, incurred by the
Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed
in writing, this section is not subject to any limitations of liability in this Master Agreement or
in any other document executed in conjunction with this Master Agreement.
34. No Waiver of Sovereign Immunity
In no event shall this Master Agreement, any Participating Addendum or any contract or any
Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a
Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign
immunity, governmental immunity, immunity based on the Eleventh Amendment to the
Constitution of the United States or otherwise, from any claim or from the jurisdiction of any
court.
This section applies to a claim brought against the Participating Entities who are states
only to the extent Congress has appropriately abrogated the state's sovereign immunity
and is not consent by the state to be sued in federal court. This section is also not a waiver
by the state of any form of immunity, including but not limited to sovereign immunity and
immunity based on the Eleventh Amendment to the Constitution of the United States.
35. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed by
NASPO ValuePolnt Master Agreement 19
and construed in accordance with the laws of the Lead State sponsoring and administering
the procurement. The construction and effect of the Master Agreement after award shall be
governed by the law of the state serving as Lead State. The construction and effect of any
Participating Addendum or Order against the Master Agreement shall be governed by and
construed in accordance with the laws of the Participating Entity's or Purchasing Entity's
State.
b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action
relating to the procurement, evaluation, and award is in the Lead State. Venue for any
claim, dispute or action concerning the terms of the Master Agreement shall be in the state
serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed
against the Master Agreement or the effect 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 be brought and adjudicated solely
and exclusively within the United States District Court for (in decreasing order of priority):
the Lead State for claims relating to the procurement, evaluation, award, or contract
performance or administration if the Lead State is a party; a Participating State if a named
party; the state where the Participating Entity or Purchasing Entity is located if either is a
named party.
36. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or
cause of action which the Contractor now has or which may accrue to the Contractor in the
future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a
Participating Entity's state antitrust provisions), as now in effect and as may be amended
from time to time, in connection with any goods or services provided in that state for the
purpose of carrying out the Contractor's obligations under this Master Agreement or
Participating Addendum, including, at the Participating Entity's option, the right to control
any such litigation on such claim for relief or cause of action.
37. Contract Provisions for Orders Utilizing Federal Funds
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract
Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with
federal funds may have additional contractual requirements or certifications that must be
satisfied at the time the Order is placed or upon delivery. These federal requirements may
be proposed by Participating Entities in Participating Addenda and Purchasing Entities for
incorporation in Orders placed under this Master Agreement.
38. Leasing or Alternative Financing Methods
The procurement and other applicable laws of some Purchasing Entities may permit the use
of leasing or alternative financing methods for the acquisition of Products under this Master
Agreement. Where the terms and conditions are not otherwise prescribed in an applicable
Participating Addendum, the terms and conditions for leasing or alternative financing
methods are subject to negotiation between the Contractor and Purchasing Entity.
Authorized Signatures:
NASPO ValuePoint Master Agreement 20
.......
1
contractor: `AS
By:
Title: 54 i •t V� r Date: 4 -
The State of Oreg acting y and through its Department of Administrative
Services, Enterprise s and Services,
Procure t rvices
By: f
Title. ° � �` Date:
Approved pursuant to ORS 291.047
Oregon Department of Justice
By: Karen Johnson via email
Sr. Assistant Attorney General
Date: April 24, 2018
NASPO ValuePoint Master Agreement 21
eMarket Center Appendix to NASPO ValuePoint Master Agreement
a. This Appendix applies whenever a catalog hosted by or integration of a punchout site
with eMarket Center is required by the solicitation or either solution is proposed by a
Contractor and accepted by the Lead State.
b. Supplier's Interface with the eMarket Center. There is no cost charged by JAGGAER to
the Contractor for loading a hosted catalog or integrating a punchout site.
c. At a minimum, the Contractor agrees to the following:
(1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall
provide a written request to the Contractor to begin enablement process. The Contractor
shall have fifteen (15) days from receipt of written request to work with NASPO ValuePoint
and JAGGAER to set up an enablement schedule, at which time JAGGAER's technical
documentation shall be provided to the Contractor. The schedule will include future calls
and milestone dates related to test and go live dates. The contractor shall have a total of
Ninety (90) days to deliver either a (1) hosted catalog or (2) punch-out catalog, from date of
receipt of written request.
(2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide which
of the catalog structures (either hosted or punch-out as further described below) shall be
provided by the Contractor. Whether hosted or punch-out, the catalog must be strictly
limited to the Contractor's awarded contract offering (e.g. products and/or services
not authorized through the resulting cooperative contract should not be viewable by
NASPO ValuePoint Participating Entity users).
(a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing
a list of its awarded products/services and pricing in an electronic data file in a format
acceptable to JAGGAER, such as Tab Delimited Text files. In this scenario, the
Contractor must submit updated electronic data (Insert Time Frame Here] to the
eMarket Center for the Lead State's approval to maintain the most up-to-date version
of its product/service offering under the cooperative contract in the eMarket Center.
(b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor is
providing its own online catalog, which must be capable of being integrated with the
eMarket Center as a. Standard punch-in via Commerce eXtensible Markup
Language (cXML). In this scenario, the Contractor shall validate that its online
catalog is up-to-date by providing a written update every six months to the Lead
State stating they have audited the offered products/services and pricing listed on its
online catalog. The site must also return detailed UNSPSC codes (as outlined in line
3) for each line item. Contractor also agrees to provide a-Quote functionality to
facilitate volume discounts.
d. Revising Pricing and Product Offerings: Any revisions to product/service offerings (new
products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State and shall
be subject to any other applicable restrictions with respect to the frequency or amount of
such revisions. However, no cooperative contract enabled in the eMarket Center may
include price changes on a more frequent basis than once per quarter. The following
NASPO ValuePoint Master Agreement 22
conditions apply with respect to hosted catalogs:
(1) Updated pricing files are required by the 1st of the month and shall go into
effect in the eMarket Center on the 1st day of the following month (i.e. file received
on 1101/13 would be effective in the eMarket Center on 2/01113). Files received after
the 1st of the month may be delayed up to a month (i.e. file received on 11/06/09
would be effect in the eMarket Center on 1/01/10).
(2) Lead State-approved price changes are not effective until implemented
within the eMarket Center. Errors in the Contractor's submitted pricing files will delay
the implementation of the price changes in eMarket Center.
e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier Network
(SQSN) and shall use JAGGAER's Supplier Portal to import the Contractor's catalog and
pricing, into the JAGGAER system, and view reports on catalog spend and product/pricing
freshness. The Contractor can receive orders through electronic delivery (cXML) or through
low-tech options such as fax. More information about the SQSN can be found at:
www.sciquest.com or call the JAGGAER Supplier Network Services team at 800-233-1121.
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a
punch-out catalog, the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable
administrative fees and/or discounts, as well as the most up-to-date product/service offering
the Contractor is authorized to provide in accordance with the cooperative contract; and
(2) The accuracy of the catalog must be maintained by Contractor throughout the
duration of the cooperative contract; and
(3) The Catalog must include a Lead State contract identification number; and
(4) The Catalog must include detailed product line item descriptions; and
(5) The Catalog must include pictures when possible; and
(6) The Catalog must include any additional NASPO ValuePoint and Participating
Addendum requirements. Although suppliers in the SQSN normally submit one (1) catalog,
it is possible to have multiple contracts applicable to different NASPO ValuePoint
Participating Entities. For example, a supplier may have different pricing for state
government agencies and Board of Regents institutions. Suppliers have the ability and
responsibility to submit separate contract pricing for the same catalog if applicable. The
system will deliver the appropriate contract pricing to the user viewing the catalog.
g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via
fax or cXML. The Contractor shall provide positive confirmation via phone or email within
24 hours of the Contractor's receipt of the Purchase Order. If the Purchasing Order is
received after 3pm EST on the day before a weekend or holiday, the Contractor must
provide positive confirmation via phone or email on the next business day.
NASPO ValuePoint Master Agreement 23
h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard
Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are
driven by JAGGAER for the suppliers and are upgraded every year. NASPO ValuePoint
reserves the right to migrate to future versions of the UNSPSC and the Contractor shall be
required to support the migration effort. All line items, goods or services provided under the
resulting statewide contract must be associated to a UNSPSC code. All line items must be
identified at the most detailed UNSPSC level indicated by segment, family, class and
commodity.
i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts appear
in the eMarket Center and that NASPO ValuePoint may elect at any time to remove any
supplier's offering from the eMarket Center.
j. The Lead State reserves the right to approve the pricing on the eMarket Center. This
catalog review right is solely for the benefit of the Lead State and Participating Entities, and
the review and approval shall not waive the requirement that products and services be
offered at prices (and approved fees) required by the Master Agreement.
k. Several NASPO ValuePoint Participating Entities currently maintain separate JAGGAER
eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint
Cooperative Contracts. In the event one of these entities elects to use this NASPO
ValuePoint Cooperative Contract (available through the eMarket Center) but publish to their
own eMarketplace, the Contractor agrees to work in good faith with the entity and NASPO
ValuePoint to implement the catalog. NASPO ValuePoint does not anticipate that this will
require substantial additional efforts by the Contractor; however, the supplier agrees to take
commercially reasonable efforts to enable such separate JAGGAER catalogs.
(August 2017)
NASPO ValuePoint Master Agreement 24
Exhibit A to NASPO ValuePoint Master Agreement
SAMPLE PARTICIPATING ADDENDUM
MASTER AGREEMENT# 8497
FORM PARTICIPATING ADDENDUM
NASPO ValuePoint NASPO
PARTICIPATING ADDENDUM Facilities Maintenance and Repair & ValuePoint
Operations (MRO) and Industrial Supplies
Lead by the State of Oregon
Master Agreement#: 8497
Contractor: Fastenal Company (Contractor)
Participating Entity: State of XXXXX
The following Goods or services are included in this Addendum:
• Removable Example: A11 Goods and accessories listed on the Contractor page of the
NASPO ValuePoint website.
The following Goods or services are not included in this Addendum:
• Removable Example: Product modifications,
• Removable Example: Installation services.
Master Agreement Terms and Conditions:
1. Scope: This addendum covers the Facilities Maintenance and Repair & Operations
and Industrial Supplies led by the State of Oregon for use by state agencies and other
entities located in the Participating State for State Entity] authorized by that State's
statutes to utilize State contracts with the prior approval of the State's Chief
Procurement Official.
/Removable Instruction: Participating States should ensure that paragraph 2 properly
defines the scope of participation. The model language in paragraph enables participation
by all political subdivisions, institutions of higher education, and other entities included in
the state's statewide contract program.]
2. Participation: This NASPO ValuePoint Master Agreement may be used by all state
agencies, institutions of higher institution, political subdivisions and other entities
authorized to use statewide contracts in the State of [xxxxxxx]. Issues of interpretation
and eligibility for participation are solely within the authority of the State Chief
Procurement Official.
NASPO ValuePoint Master Agreement 25
3. Primary Contacts: The primary contact individuals for this Participating Addendum are
as follows (or their named successors):
Contractor
Name:
Address:
Telephone:
Fax:
Email:
Participating Entity
Name:
Address:
Telephone:
Fax:
Email:
4. Participating Entity Modifications Or Additions To The Master Agreement
These modifications or additions apply only to actions and relationships within the
Participating Entity.
Participating Entity must check one of the boxes below.
�] No changes to the terms and conditions of the Master Agreement are required.
�] The following changes are modifying or supplementing the Master Agreement terms
and conditions.
[Removable Instruction: Insert text here to address specific changes to the terms and
conditions. Indicate which section numbers of the Master Agreement are modified. If no
changes are required, check the box above and delete this paragraph.]
5. Lease Agreements: ['If applicable, insert a statement about whether or not equipment
lease agreement terms and conditions included in the Master Agreement have been
approved for use by the Participating State and any restrictions or requirements for the
use of the lease agreement language in the Master Agreemenf. If not applicable, mark
Section 5 as "Reserved".]
6. Subcontractors: All contactors, dealers, and resellers authorized in the State of
[xxxxxx], as shown on the dedicated Contractor (cooperative contract) website, are
approved to provide sales and service support to participants in the NASPO ValuePoint
Master Agreement. The contractor's dealer participation will be in accordance with the
terms and conditions set forth in the aforementioned Master Agreement.
7. Orders: Any order placed by a Participating Entity or Purchasing Entity for a product
and/or service available from this Master Agreement shall be deemed to be a sale under
(and governed by the prices and other terms and conditions) of the Master Agreement
NASPO ValuePoint Master Agreement 26
unless the parties to the order agree in writing that another contract or agreement
applies to such order.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of
execution by both parties below.
Participating Entity: Contractor:
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
[Additional signatures may be added if required by the Participating Entity]
For questions on executing a participating addendum,please contact:
NASPO ValuePoint
Cooperative Development Coordinator: Shannon Berry
Telephone: 775-720-3404
Email: sberrry@naspovaluepoint.org
1
[Please email fully executed PDF copy of this
document to
PA@nasnovaluenoint.or�
to support documentation of participation and
posting in appropriate data bases.]
NASPO ValuePoint Master Agreement 27
Exhibit B to NASPO ValuePoint Master Agreement
Description of Products, Price, and Services
1. Products: Contractor may provide Products and Services from the following
categories:
• Janitorial Equip. & Supplies (does not include Sanitation Cleaning Chemicals)
• Sanitation Cleaning Chemicals (does not include Janitorial Equipment &
Supplies)
• Fasteners
• Material Handling
• Plumbing
• Power Sources
• Outdoor Garden
• Lamps, Lighting, Ballasts
• HVAC
• Hand Tools
• Power Tools (excluding automotive related tools and products)
• Electrical
• Paint
• Security
• Safety (does not include any public safety equipment)
Purchasing Entities may access Contractor's catalog for above products at link:
https,://www.fastenal.com/Iogin
2. Services:
2.1 ESBIMBEMIBE/DV & DBE Programs:
Contractor recognizes the many opportunities small and diverse
businesses provide as our suppliers, vendors and strategic customers.
Our Supplier Diversity program facilitates the demand for small
business advocacy among city/state/local government. Understanding
this demand helps Contractor provide opportunities to small and
diverse businesses in the United States.
2.1.1 2nd Tier Program:
Contractor has committed to building relationships with, and purchasing
NASPO ValuePoint Master Agreement 28
goods and services from, qualified small and diverse businesses to the
maximum extent possible while meeting our standards for quality and
reliability. This program is not limited to just Woman-Owned and
Minority-Owned Business Enterprises; we also support and offer
products supplied by Small Businesses, Small Disadvantaged
Businesses, Veteran-Owned and Service Disabled Veteran-Owned
Businesses, and HUB Zone certified businesses. No matter the request
or certification criteria, Contractor'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 diversity spend. Our 1st tier program establishes strategic alliances
with diverse businesses serving as authorized channels of distribution
for Fastenal's products and services. Contractor's 1st tier program
features strategic partners with a wide range of manufacturing,
distribution and service capabilities as well as a full complement of
supplier diversity certifications, including Small Business (SBE), Small
Disadvantaged Business (SDB), Minority Business Enterprise (MBE),
Disadvantaged Business Enterprise (DBE), Woman Business
Enterprise (WBE), Small Veteran-Owned Business (SVOB), Small
Disabled Veteran-Owned Business (SDVOB), HUB Zone Business
(HUB)
2.2 Growth Incentives:
Contractor's pricing includes contract incentives, a fixed category
discount structure, market basket pricing that is firm for 12 months, pre-
paid standard ground shipping, product warranties, and inventory
management solutions.
2.2. 1
Contractor is offering an aggressive Growth Incentive Program for the
Participating State in order to have the ability to not only bring value to
their supply chain, but encourage participation with activities which will
provide even greater savings through program compliance. The
incentive structure provided through Contractor will act as a tool for the
Purchasing Entity to assist with driving compliance to the operations
within their organization that can reduce the operational expense
involved with 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. Multiple Award with incentive for Political Subdivision I Higher
Education to select Single Award
Contractor will work with each Purchasing Entity to analyze which
incentive program will maximize the value within the supply chain
NASPO ValuePoint Master Agreement 29
structure they wish to implement. The Purchasing Entity will have the
opportunity to analyze and identify the program which creates the
greatest value in relation to their individual needs with the participating
addendum.
2.3 The quality and availability of recycling or other sustainability programs,
including products or services offered:
Contractor will work with the Purchasing Entity to better enable the
State to achieve sustainability goals established by the State.
2.4 The quality and availability of recycling or other sustainability
environmental conservation programs, including products and/or
services offered:
Contractor will work closely with the Purchasing Entity to identify and
implement environmental conservation programs.
2.5 The number of available green environmentally preferable products
that meet the solicitation's specifications available, showing a robust
supply of green/sustainable products:
Contractor's robust green and sustainable offering includes more than
46,000 products.
Green products are clearly marked with the Fastenal "green" icon to the
right, indicating that the item offers environmental benefits according to
either a 3rd party certifying agency (EcoLogo, Green Seal, etc.) or
information provided by the manufacturer. You can search for available
green products in each category on Fastenal.com (under Promotions &
Special Interests). Contractor also offers an eCatalog of green product
solutions found at: Fastenal.com > Products > Green Items.
2.6 Recycling Programs:
• Ink & Toner Cartridge Recycling — Fastenal also offers simple,
convenient recycling of printer cartridges. Let us do the work for you;
it's easy, quick and free.
• RecyclePak® — When the container is full, simply ship it out — it's
prepaid. Fastenal offers a wide range of RecyclePak packaging to
meet your hazardous material recycling needs.
2.7 Contractor's Standard Return Policy:
Contractor must approve cancellation of any order prior to shipment.
Any returns for shipping errors, damage or loss upon delivery must be
reported within 10 days of the delivery date. Except as otherwise
agreed, Products will not be accepted for return after 30 days from the
date of delivery to the Purchasing Entity. Any cancellation or returns
NASPO ValuePoint Master Agreement 30
accepted after 30 days may be subject to a restocking fee and other
charges, for which the Purchasing Entity shall be responsible. All
returns should be made to a Fastenal branch or as otherwise
designated by Fastenal, and must be in resalable condition and
accompanied with an Invoice.
Sourced Items ordered and delivered to the Purchasing Entity may be
non-returnable and non-refundable. Sourced Items that have been
ordered by the Purchasing Entity and are non-cancelable by the
manufacturer, Purchasing Entity must accept and pay for the delivered
quantities, excluding nori-conforming items. If Purchasing Entity
requests to cancel a Sourced Item order prior to shipment or delivery,
Seller will exercise reasonable commercial efforts to discontinue the
production of the items by the manufacturer. However, Purchasing
Entity will be responsible for any restocking fee or costs imposed by the
manufacturer related to the cancellation of the Sourced Item. In the
event the Purchasing Entity requests Seller to stock and maintain an
inventory of certain quantities of Sourced Item for Purchasing Entity,
Purchasing Entity agrees to purchase all remaining Sourced Items
maintained by Seller in its inventory at the time the purchase order or
contract is terminated or within thirty (30) days after Purchasing Entity
discontinues use of the Sourced Item.
2.8 Distribution points:
Fastenal's distribution footprint allows for delivery schedules of 24 to 48
hours on many in-stock items by offering same-day service in 2,100+
local markets. Contractor has the ability to cost-effectively operate local
branches in not only major cities but also small towns and rural areas
across North America, positioning dedicated service teams and
customized inventory minutes away from the Purchasing Entity
locations.
Contractor's branch-based service model enables Fastenal to:
• Stock product locally for immediate availability;
• Tailor local branch inventory to match Participating State's needs,
• Manage Purchasing Entities inventory to lower their total cost of
ownership; and
• Provide industry leading in-person, flexible, value added customer
service
Branches are serviced by the nearest of 17 Fastenal distribution
centers throughout the U.S. through our company-owned fleet:
• Fleet Vehicles: 7,580
• Semis: 325
• Straight Trucks: 150
• Sprinters: 139
Contractor's U.S.-based distribution centers are located in Akron, OH;
NASPO ValuePoint Master Agreement 31
Atlanta, GA; Denton, TX; Edwardsville, KS; High Point, NC; Houston,
TX; Indianapolis, IN; Jessup, PA; Lakewood, WA; Leominster, MA;
Modesto, CA; Orlando, FL; Pearl City, HI; Salt Lake City, UT; Spokane
Valley, WA; and Winona, MN.
Contractor is able to offer same-day inside delivery in 2,100+ local
markets by a local Fastenal customer service representative,
something no other industrial supplier can do. The key to this solution
has been our ability to cost-effectively operate local branches in not
only major cities but also small towns and rural areas across North
America, positioning dedicated service teams and customized
inventory minutes away from the Purchasing Entity locations.
The maps below show the area our local branch teams can service
within 30 minutes and 60 minutes. If Purchasing Entities have a need,
Fastenal can generally fulfill the need within the hour.
3A-mr""note drrv�illslanoe � 80-minute drive dislance
1
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P
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2.9 Scope of geographical coverage offered:
Contractor is offering coverage of all 50 states, Puerto Rico, and
Guam.
2.10 Accurate and meaningful marking of green products in the on-line
catalog when applicable:
Contractor provides accurate and meaningful labeling of
environmentally preferable products offered in our online
�gE
catalog through the green leaf symbol to the right. _ r
3. Additional Services:
11VASPO ValuePoint Master Agreement 32
3.1 Contract Management Retail Store/Will Call Availability:
Contractor branches are open 8:00am to 5:00pm Monday through
Friday, local time. See Exhibit E Contractor's listing of branches
incorporated by reference.
Contractor has trained and capable employees that will interact with the
Participating Entity and has regional, senior, and executive
management responsible for supporting the Purchasing Entity.
3.2 Reporting Capabilities Disaster Recovery Plan:
Contractor will provide reporting/analysis. Contractor will work with the
Purchasing Entity to provide access to their order information, through
various history reports, spend analysis, pricing audit, and various other
reports.
Given the importance of data for information and reporting, it is critical
that Contractor stores this information well. Contractor shall backup
Data and transaction logs so that information can be restored in the
event of hardware or other failure.
3.3 Web based ordering System:
Contractor's website at Fastenal.com is a state-of-the-art transactional
website hosting the online catalog with visibility and access to:
• Descriptions
• Images
• Product Specifications
• CAD Drawings
• SDS Sheets
• Contract Price
• Shopping Cart
• Order History
• Product Availability
• Order Templates
The website is available from a traditional browser and via a mobile
app for use by the Purchasing Entity that may be away from an office.
Contractor offers punch out solutions to the Purchasing Entity that
requires them.
3.4 Contractors point of contact information:
Contractor can be contacted at:
Toll Free: 877 507-7555
Email: nasposupport@fastenal.com
Website: www.fastenal.com/naspo-value-point
FAX: 866 664-1246
NASPO ValuePoint Master Agreement 33
Remit to:
Fastenal Company
2001 Theurer Blvd.
Winona, MN 55987
3,5 E- Commerce and Web Catalog Capabilities:
(1) Display contract pricing and multiple search options from narrow
options to specific search criteria:
Contractor allows the Purchasing Entity to search and filter by the
following attributes:
• product categories
• descriptions
• key words
• manufactures
• manufacturer part numbers
• industry part numbers
• competitor part numbers
• customer-specific part numbers
• green products
(2) On-line ordering capability:
Contractor hosts a state-of-the-art transactional website to process
online orders. All orders are processed through your local branch and
sales representative providing quick confirmation and seamless
fulfillment on Products. The Purchasing Entity can order catalog items
online through multiple time-saving functions.
• Product Search
• Customer Order Templates
• Electronic Quotes
• Fast Order Pad
• File Upload
(3) Order status and order tracking capabilities:
The Purchasing Entity can see the status of their orders at any time
during the order process. The local branch can provide tracking
information on branch-delivered parts and 3rd party tracking numbers
are made available in status updates where applicable.
(4) Order history:
The Purchasing Entity can view their history of orders placed online.
Order history can be reordered and edited for future use and commonly
ordered items can be saved into order templates for ease of re-
ordering.
In addition the Purchasing Entity has the power of FAST 3601 to review
their spend and evaluate it by time period, category, and location. The
NASPO ValuePolnt Master Agreement 34
Purchasing Entity may search for items previously purchased and
utilize the data to see where the product went and the price previously
paid.
(5) The Purchasing Entity can develop personal lists and profiles, and a
secure means for storing procurement card information:
Contractor's website offers user profiles and user hierarchy. Each
Participating Entity can manage and store account information such as
shipping and billing locations, along with encrypted and secured
procurement card information on a PCI Compliant website. In addition
to storing card information, the Purchasing Entity can also store their
favorite items in an order template or their frequently shipped to
locations in My Addresses.
(6) Online help to use site should be available at minimum during
normal work hours.
Support is available from both the local branch and a dedicated online
support team. The Customer Service Center will be staffed from 8 a.m.
to 5 p.m. in every time zone of the Participating States — toll free at
877-507-7555.
E-commerce support is available toll free at 877-507-7555 and
web helpCa)fastenal.com.
(7) Technical data, illustrations, Safety Data Sheets (SDS), parts
availability, and access to web-based product sourcing is required:
All products contain technical information in the form of product
attributes, product descriptions, and detailed notes fields. This
information can guide the Purchasing Entity by the type of product or
the specific application of the product. Many products contain CAD
Drawings and "Product Standards" informational PDF sheets which
contain technical data such as chemical, mechanical, and performance
information. The SDS sheets are available in the product detail page of
the corresponding product. Additionally, the "Supply Chain" section on
website shows availability at the local Fastenal branch. All products
visible on Fastenal's website can be sourced in various manners.
(8) Allow viewers to view on line product availability by location.
All standard parts display product availability information and an
estimated delivery range. When the Purchasing Entity is logged into
their branch account, inventory from that branch is visible on the "My
Branch" tab so they can easily shop the items that are available for
same day pickup or delivery.
(9) Ability to block certain items or categories.
NASPO ValuePoint Master Agreement 35
Products or categories may be restricted from purchase. Restricted
items will be displayed as restricted and the Purchasing Entity is not
allowed to purchase the items.
(10) Ability to accept "P-Card" payments.
Contractor has the ability to process Visa, MasterCard, and American
Express LI, LII, and Lill transactions.
3.6 Electronic ❑ata shall be stored for each Participating State in the
following ways:
The electronic information for each state is securely stored and
administered within various systems including point-of-sale (POS),
contract management, and sales management system. All data is
managed in accordance with Fastenal's cyber security protocols.
Contractor has a Business Continuity plan to outline their order
processing and product distribution processes to accommodate such
an event. This plan covers all aspects of their business, including
corporate operations, distribution centers, and branches. Due to the
sensitive and confidential nature of the technology controls and security
measures utilized, a more detailed description of their security
protocols can't be provided.
Contractor's approach to information security is based on a philosophy
of continuous improvement that is informed through a risk-based
evaluation of the people, processes, and technology used to safeguard
our sensitive data and systems. Contractor utilizes various information
technology security controls and processes to support operational
activities including, but not limited to: security and computer operations
management, service delivery and change management, secure
software development, vulnerability management, strategy and
planning, end-user computing, internal security audit, configuration
management, risk management, incident response, disaster recovery,
and business continuity planning. To ensure robust adoption of sound
information security principles and governance, Contractor has chosen
to align with industry best practice standards and frameworks such as
CIS, N1ST, ISO, and PCI, where applicable.
3.7 Forced Substitutions
Contractor will not conduct forced substitutions. The local servicing
branch will work directly with the Purchasing Entity to identify possible
equivalent substitutions which will satisfy the Purchasing Entities
needs.
3.8 Contract Management:
Contractor's Contract Management team helps implement contract
NASPO ValuePoint Master Agreement 36
terms, conditions, pricing, and time lines for deliverables such as
reporting, rebates, and additional discounts (if any). Contract
Management works closely with Contractor's Vice President of
Government Sales, the VP of Contract Development and Support, and
the Director of Contract Management. The Master Agreement will be
managed within Contractor's contract management system, a
proprietary database that manages pricing, FOB terms, rebates,
reporting, and other relevant terms.
The Contract Management team will be responsible for ensuring that
the contract is correctly administered. The Contract Management
System administers the Master Agreement (including any participating
addendum unique terms, fees or reporting) to the Fastenal branch
account, driving compliance via the Fastenal branch point of sale
(POS) system. The Contract Management team will also manage the
administration of contract amendment(s), extensions, price updates,
and other administrative correspondence.
Contractor will provide all training specific to contract utilization, online
ordering, product delivery, product returns, EPPs and customer service
processes at no additional cost.
3.9 Shipping:
All shipments are to be delivered directly to the purchasing
department/division address. All shipments shall include a packing
label that includes at a minimum the following information on the
outside of the package:
Purchasing Entity name;
Delivery Address;
Purchasing Entity and floor;
Contact; and
Telephone number.
A packing slip shall also be included with each shipment, which shall
include at a minimum the following information in no particular order:
Line item description;
Date ordered;
Quantity ordered;
Quantity included in shipment;
Any backordered items;
Unit Price and extension;
Number of parcels;
Purchase Order Number;
Purchasing Entity name; and
F.O.B. Destination.
Contractor ensures that its Packing Slip references information
important to the Purchasing Entity, including all of the fields identified
NASPO ValuePoint Master Agreement 37
above. Furthermore, Contractor's product descriptions and part #s on
the Packing Slip match exactly those on the product labels making for
simple receipt and validation processes by the Purchasing Entity.
Contractor can additionally identify the Purchasing Entity's item #, a
customer's P.O. line number, and other relevant information on the
Packing Slip.
Contractor's prices for all items associated with the Master Agreement
are FOB Destination anywhere within the Participating States or
geographic area.
Exception to FOB Destination:
1) Items not in-stock at the local branch or not in-stock at the
Primary Distribution Center for AK, HI, PR, & GU.
2) Sourced items and orders requiring special handling or
expedited shipment. Items requiring an exception would be
communicated to the Purchasing Entity prior to acceptance of a
purchase order. Approved charges would be prepaid and billed to
the Purchasing Entity.
Specify Guaranteed Delivery Time for In-Stock Items. Contractor's
guaranteed delivery time for In-stock Items does not exceed 24 to 48
hours. Delivery times in AK, HI, PR, and GU may differ.
Specify Guaranteed Delivery Time for Non-Stock Items. Contractor's
guaranteed delivery time for Non-stock Items does not exceed 10 days
from the date of order. Delivery times in AK, HI, PR, and GU may differ.
3.10 Reporting Capabilities:
The Contractor shall provide information on all reports that are
available without charge, to include a brief description of the report and
the frequency. The Participating States may have additional reporting
requirements. Contractor commits to providing consolidated reporting
to the Purchasing Entity at frequencies they require or as requested.
Typical reporting includes, but is not limited to:
• Net Spend Report — showing spend per account under the
contract.
• Usage Detail -- showing invoice level part detail for each account
under the contract.
• Concept Spend — showing contract spend within specific product
categories.
• Executive Summary Report — multi-faceted contract level
dashboard report including total spend, spend by product
category, spend by agency type, accounts receivable, spend by
individual account, cost savings (freight saved, invoice dollars
saved, previous price paid, receiving disbursement, inventory
management, PO reduction, extra value services, other savings,
NASPO ValuePoint Master Agreement 38
vendor reduction, product source, emergency services, kiting,
committed inventory, material substitution), inactive accounts,
spend by account specialty.
• Rebate and Administrative fee reports
• Supplier Diversity reporting
• Environmentally Preferred products reporting
• FAST Solution reporting
• Workflow management reporting via online Catalog
Reports provided in Excel format unless otherwise noted. Contractor
does not charge money for any reports to the Purchasing Entity, and
will work with each request to try to meet the Purchasing Entities needs
if the information is not already available.
The Purchasing Entity has access to orders placed via the website or
through punch out on their account on the web. These orders can be
reviewed by order or item category for easy reference.
3.11 Sustainability/Environmental Practices:
(1) Contractor is self-certified to the international standard for
environmental management systems, ISO 14001, and conducts
annual audits to evaluate our performance and recommend future
initiatives. Contractor has a Green Policy Statement and a copy is
attached hereto as Exhibit F.
(2) Product Take Back/End of Life:
Products with recycling solutions are clearly identified in
on-line catalogs and on website with the symbol to the
right. Contractor currently offers recycling solutions for
lamps, ballasts, mercury-containing devices, batteries,
printer cartridges, and personal protective equipment.
• Ink & Toner Cartridge Recycling — Contractor also offers simple,
convenient recycling of printer cartridges. Let us do the work for
you; it's easy, quick and free.
• RecyclePak®--When the container is full, simply ship it out-- it's
prepaid. Contractor offers a wide range of RecyclePak packaging to
meet your hazardous material recycling needs.
Copy of Contractor's Recycling Programs are attached hereto as
Exhibit G.
3.12 Vending Machines:
Contractor offers these services. See Exhibit B-1 Vending Machine
Offerings incorporated by reference.
NASPO ValuePoint Master Agreement 39
Contractor's vending machines are a value-added service that the
Purchasing Entity can use to source products. Contractor's local
branch manages the sourcing, procurement, delivery, and, if required,
the inventory management of the sourced product as part of a Fastenal
vendor managed inventory solution.
3.13 Installation, if applicable:
Contractor's ability to provide installation services of products or
equipment that a Participating State may chose, if applicable to its
State rules.
Contractor has dedicated Implementation teams throughout the U.S.
and with more than 152 implementation specialists overall. This
nationwide dedicated team of implementation specialists will provide
installation services for shelving, racking, bins, dispensers, vending
machines, and other items related to the product line.
3.14 Sourced Products, if applicable:
3.14.1 Contractor sourced products is a product which is not currently
listed in the suppliers contract catalog or on-line ordering system at the
time of order receipt but is capable of being supplied through the
Contractor, if applicable to the Participating State's rules.
Contractor's sourcing model is a value-added service that is offered to
the Purchasing Entity to source products. The local Fastenal branch
manages the sourcing, procurement, delivery, and, if required, the
inventory management of the sourced product as part of a Fastenal
vendor managed inventory solution.
3.14.2 If the Contractor is capable of supplying sourced products they
must be direct line extension products which have a similar item to an
established product category and the Contractor must already have a
publically recognized business partnership with the "brand," if
applicable to its Participating State's rules.
Contractor's sourced products are a direct line extension of the product
offering consisting of thousands of vendors with whom Contractor has
developed a publically recognized business relationship around
promoting and developing the brands representative of the Contractor.
3.15 Volume Discount:
3.15.1 Contractor understands that the Purchasing Entity may, from
time to time, have unique purchasing needs requiring the purchase of
products in a volume not related to ordinary purchase volume.
Contractor will assist the Purchasing Entity by identifying and passing
NASPO ValuePolnf Master Agreement 40
on the additional value which may be obtained through reaching a
volume purchase. The volume discounts will be negotiated between the
local Fastenal branch and the Purchasing Entity based on market
conditions.
Additionally, Contractor offers each Participating State and political
subdivision the opportunity to negotiate a "Custom Market Basket"
program. This program allows the political subdivision within a
Participating State to negotiate additional items to be added to the
market basket and negotiate additional discounts to be applied to these
items. The Custom Market Basket may be reviewed annually 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 volume
discount if total cumulative product spend, as reported under the
Master Agreement (inclusive of all Participating Entities within a
Participating State) exceeds the volume target established in a given
contract year. The additional discount 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
cumulative ordering volumes will be effective no later than the 1st day
of the 14th month (allowing a one-month evaluation period) of the
contract for the second year of the contract and run for 12 consecutive
months, at which time spend for the next year will be evaluated for
minimum spend requirements to achieve the additional volume
discount continuation. The maximum additional discount for the life of
the contract is 3%. The Cumulative Ordering Volume Discount will be
adjusted each contract year to coincide with the 1%, 2%, or 3%
discount achieved.
1% 2% 3%
Illustration:
$4 Million $6 Million F$4Mriilion "Kill $13 Million
No Yes No Yes Yes
0% 1% 0% 2% 3%
8/1/2020— 8/1/2021 — 8/1/2022—
NIA 7/31/2021 NIA 7/31/2022 6/30/2023
NASPO ValuePoint Master Agreement 41
3.15.3 Additional Volume Discount for Minimum Order Quantity.
Contractor provides the Purchasing Entity with the additional value of
no minimum order requirement. The discount structure provided by
Contractor gives each member the purchasing strength of the overall
contract volume, reducing the need for concern about consolidating
orders. However, as unique situations occur, Contractor provides the
Purchasing Entity the opportunity to capture the value derived from
consolidating operations. Contractor will provide savings extracted from
the operational efficiency of volume purchase to the Purchasing Entity.
3.16 Disaster Recovery:
Contractor shall provide an emergency preparedness plan to aid States
during an emergency or disaster recovery with specifics as to response
time, supplies availability and other goods and services that is offered.
A Participating State may request hard copy and link to Contractor's
emergency preparedness plan on its website.
Contractor to provide lead state with hard copy and website link no later
than July 15, 2019.
NASPO ValuePoint Master Agreement 42
AMENDMENT No.1 to
MASTER AGREEMENTi#8497
1.This is Amendment.No. 1 to Master Agreement 48497 dated April 25, 2018;as amended from time to
time ("Master Agreement") between the State of Oregon, acting by and through its Department of
Administrative Services,Procurement,Services office("DAS PS") on behalf of the member states of the
NASPO ValuePoint Cooperative Purchasing Program. and Fastenal Company hereafter called
"Contractor."This amendment is effective on the date it has been signed by both parties.
11.The Master Agreement is hereby amended as follows;
The purpose of this Amendment is to revise Exhibit B Market Basket pricing due to miscalculation of
some Units of Measurement(UOM) in the exhibit.The Exhibit B of the Master Agreement is hereby
replaced with the attached revised Exhibit B Market Basket Pricing 10-24-2018.
111.. Except as expressly amended:above,all other terms and conditions of the Master Agreement are still
in full force and effect. Contractor certifies that the representations; warranties and certifications
contained in the Master Agreement are true and correct as of the effective date of this amendment and
with the same effect as though made at.the time of execution of the Master Agreement.
Certification:By signature on this Amendment,the undersigned hereby certifies under penalty of perjury
that the undersigned is authorized to act on behalf of Contractor and that s/he has authority and
knowledge regarding Contractor's payment of taxes,and to the best of her/his knowledge,for a period of
no fewer than six calendar years preceding the Effective Date of this Amendment, Contractor has
faithfully has complied with and is not in violation c—^ (i) all tax lays of this state, including but not
limited to ORS 305.620 and ORS chapters 316, 317, -id 31:8;(ii) any tax.provisions imposed by a
political subdivision of this state that applied to Contractor,to Contractor's property,operations,receipts,
or income,or to Contractor's performance of or compensation for any work performed by Contractor;(iii)
any tax provisions imposed by a political subdivision of this state that applied to Contractor,or to goods,
services, or property, whether tangible or intangible,, provided by Contractor; and (iv) any rules,
regulations,charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws
or provisions.
CONTRACTOR:)NASTENAL COMPANY:
By:
Name: Title: hate
DEPARTMENT VA IN1STRATIVE SERVICES PROCUREMENT SERVICES;On be alY of
the rn miTber stet of tpe NA§PO Valu in Cooperative Purchasing Program:
Approved By' g7
Name: Title: Date
_.
APPROVER PURSUANT TO RS 291..047; by Karen. Johnson; Sr Assistant Attomev General,; via
email dated November 6,2018
Master Agreement 8497 Amend t Page:t
AMENA)MNT No.Z to
MASTER AGREEMENT#S497
1. This is Aineli isw No. 2 to Master Agreement 48497 dated April 25, 2018, as amended ftra time to
time ('Master A,greernonf) betweeo the State of Oregon, acting by and tbrough its Department of
Administrative Services, Procuremsut Services office("DA.S PSI)on belWf ofthe member states of the
NASPO VaiueNint Cooperative Purchasing Program and Fastenal Company hereafter called
"Contractor." This amendment is effective on the date it has been signed by both patties,
IL The Ma,ter Agreement reernent is hereby amended.as follows;
The purpose of this Atne-ndment is to revise Exhibit a-I Vending Machines to incorptr m tho 8497
PAST Solutions Agreen=t Form by reference, The Exhibit B-1 of the Master Agreement is hereby
modified, as set forth in the Revised Exhibit BA Vending M'aohines 12/21./2018, attached hereto.
11, Except as expressly amended above,all other terms and conditions of tho Master A.greemmxt are still
in full force and effect. Contractor certifies that the representations, wa aties and cortifications
contained in the Master A,gremont are true and correct as of the, effective elate of this amendment and
with the same effect as though made at the tome of excoution of tho Master Aveerne nt.
Certification By signature on this Amendment, the undersiped hereby cord-Res under penalty of perjury
that the undersigned is authorized to act on behalf of Contractor and ftt s/he 1w authority and
knowledge regarding Contractor's payment of tapes,and to the boss of hsrlhis knowledge, for a permed of
no -fewer than sire calendar ,years preceding the Effective Matte of this Amendment, Contractor has
faithfully has complied, with clad is not in violation of, (i) all tax laws of this state, including but not
limited to ORS 305.620 and O chapters 316, 317, and any tax provisions imposed by a
pvlitical,subdivision of this state that applied to Contractor,to Contractor's propel',operation, receipts,
or income,or to Contractor's perforrrance of or compensation'for Ray work performed by Cantmetor;(iii)
any tax provisions imposed by a.polit`lcal subdivision afthis state that applied to Contractor, or to goods,
services, or property, whether tangible or t tangible, provided by Contractor; and (iv) as)y rales,
regulations,charter provisions,or ordi .aces that implemented or adore d any of the foregoing tax laws
or provisions.
CONTRACTOR., FASTENAL COWANX:
By.
Marne: �`�ltle: Date
DEPARTNJ7, 'CITE ADMEN STRATNE SERVICES:PROCUREMENT SERVICES,Can bebalf of
tho member states N#SPO V4000int Co erlafive Pl rchaffinp ragrnxn: f ,�
_...
Approved By:
Na e= Tiitic, 1hite
AI'ERO VEJ) PURSUANT TO ORS 291..047. by- Karen ,lAbnsnn Sr Assistant Attorney General, via
e it dated DecomW 27 2018
Mnstar 4reernmr€4497 Amend 2 PAP 1
A1V1 E1Vi>fMENT No.3 to
MASTER AGAVEWN"8497
L Tbss it Amendment No. I to Master Agr6ament#8497 dated April 25, 2018, as amended from time to
Heine ('%IRSW Agreement") between the State of Orcgon, acting by and through its Department of
AdmWstrative Services,Procurement Services office("DAAS PS")tin behalf of the member states of(be
HASP O ValuePoint Cooperative Pwchasing Program and Fastenal Company hereafter called
"Contractor."TWs amendment is offcctive on the date it has been shed,by both parties,
M The Maker Agreement is hereby amended as fellows;
Master Agm-emeet##8497 term is bemby a ndccd to Jwee 30,2023.
UY. Except as expressly arnendod above,�dl other teens and conditions of the Master Agreement are stilt
in fUll, force and effect. Contractor certifle-s that the representations, warranties and certifications
contained in the Master Agreement are true mid correct as of the effective date of tliis amendment and
wiitli the same effect as though made at the time of execution of the Master,A gn=mentt
Certification:By signature on this Amendment,the undersi�med hemby certifies under penalty of perjury
that the undersigned is $utbori7ed to act on behalf of Contractor and that s1he lum authority and
knowledge regarding Contractor's p"eut of'taxes,and to the hest of hep/his lcnowled�,fora period of
no fewer than sips calendar years preceding the Effective Date of this Amendment, Contractor has
faithfully bas complied with and is not in violation op (i) all tax laws of this state, includi but not
limited to OR9 30$. A and ORS chapters 316, 3l7, and 31 S;(ii) any tax provisions unposed by a
political subdivision of this state that applied to Conitraotor,1P Contractor's properV, operations,reccipts.
or income,or to Contractor's performance of or compensabon for any woA performed by Contractor;(Ili)
any%x,provisions imposed by a political subdivision of this state that applied to Contractor, or to goods,
seMtes, or property, whetber tanipble or intangible, provided by Contractor; and ('iv) any rules,
regolapons, chwtel provisions, or or`din= 1 implemented or enforced any of the foregoing tax laves
oTprovisions_
CONTRA,Cll OR- FA , , .A-L C(.I M—PANY--
/- A
Names Title: Date
DE]FART M 11MIIS'l<'R.TIVF SERVIC S T`s>I�OCUREM ENT SERVICES,On irehalf`of
the mernhesr o e .A,SPO 211wlPoint Cooperative Purchasinggg)Prvgrarn. 22 /
Approved By, J [
N e.
Title; Date
APPROVED TO OR$291.847:�lnt Reat�irecl as_r�r C?Al� ]37-�4�-OUSt�
MASter Agrocmcni 8497 AmcM 3
AMENDMENT No.4 to
MASTER AGREEMENTN 8497
I. This is Amendment No_ 4 to Master Agreement#8497 dated April 25, 2018, as amended ftora time to
time ("Master Agreement") between the State of Oregon, acting by an.d through its Department of
Administrative Services,Procurement Services office ("1. ASP ") on behalf of the member Mates of the
NASPO ValuePoint Cooperative Purchasing Program and Fasterial Company hereafter called
"Contractor." This amendment is effective on the date it 11a9 been signed by both parties.
II.The Master Agreement is hereby amended as follows;
Contractor requesting price increase.DAS PS has approved these requested changes therefore the Exhibit
13 Market Basket Ptice Sheet of the Master Agreement is hereby .replaced with the attached revised
Exhibit B Market Basket Price Sheet. The prices set forth in the Revised Exhibit B become effective on
July 1,2019.
III. Except as expressly amended above, all other torms and conditions of't[ie Master Agreement are still
in full force and effect. Contractor certifies that the representations, warranties and certifcations
contained in the Master Agreement are true and correct as of the effective date of this amendment and
with the same effect as though made at the time of execution of the Master Agreement.
Certification: By signature on this Amendment, the undersigned hereby certifies under penalty of perjury
that the undersigned is authorized to act on behalf of Contractor and that s/he has authority and
knowledge regarding Contractor's payment of taxes, and to the best of her/his knowledge, for a period of
no fewer than six calendar years preceding the Effective Date of this Amendment, Contractor has
faithfully has compiled with and is not in violation of: (1) all tax laws of this state, including but not
liraited to ORS 305,620 and ORS chapters 316, 317, and 3.18;(ii) any tax provisions imposed by a
political subdivision of this state that applied to Contractor,to Contractor's property, operations,receipts,
or income, or to Contractor's performance of or compensation for any work performed by Contractor; (ill)
any tax provisions imposed by a political subdivision of this state that applied to Contractor, or to goods,
services, or property, whether tangible or intangible, provided by Contractor; and (iv) any rules,
regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws
or provisions.
CO. TOR: PA.STENAL COMPANY;
Name: Title: Plate
DEPARTMENT OF AD.MINISTRAT.ME SERVICES PROCURENTENI'SERVIC.� , Om beha ,f of
the member state f t e NASPO nlu�ePoint Cooperative Pu�rehasing Program,
Approved 13y:
• Tz Date
APPROVED PURSUANT TO ORS 29:1-047: �Y Karen Johnson,-Sr. Asslstarit Attorne General, via
email dated MU 112039.
Masker Agmeramt 8497 Amend 4 page l
EXHIBIT B-1 to NASPO ValuePolnt Master
Agreement
Vending Machine Offerings
Exhibit B-1 is incorporated by reference
NA5PO ValuePaint Master Agreement 43
EXHIBIT B-2 to NA5PO ValuePoint Master Agreement
Percentage Off Discount:
Percentage off list per awarded category
Contractor shall apply the following discount percentages to all purchases:
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 57%
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 25%
11. Power Tools (excluding automotive related tools and products) 25%
12. Electrical 30%
13, Paint 25%
14. Security 30%
15. Safety (does not include any public safety equipment) 30%
The Contractor's Percentage off list discount will not be reduced throughout the life of the
Master Agreement except, Contractor 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.
NASPO ValuePoint Master Agreement 44
Exhibit C to NASPO ValuePoint Master Agreement
PROVISIONS REQUIRED BY FEDERAL LAW
Without limiting the generality of Section 15 of the Master Agreement, if applicable,
Contractor shall comply and, as indicated, cause all subcontractors to comply with the
following federal requirements. For purposes of this Master Agreement, all references to
federal laws are references to federal laws as they may be amended from time to time.
1. Equal Employment Opportunity. If this Master Agreement, including amendments,
is for more than $10,000, then Contractor shall comply with Executive Order 11246,
entitled "Equal Employment Opportunity," as amended by Executive Order 11375, and
as supplemented in Department of Labor regulations (41 CFR Part 60).
2. Clean Air, Clean Water, EPA Regulations. If this Master Agreement, including
amendments, exceeds $100,000 then Contractor shall comply with all applicable
standards, orders, or requirements issued under Section 306 of the Clean 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). Executive Order 11738, and Environmental
Protection Agency regulations (40 CFR Part 15), which prohibit the use under
nonexempt Federal contracts, grants or loans of facilities included on the EPA List of
Violating Facilities. Violations shall be reported to the Participating Entity or Purchasing
Entity, HHS and the appropriate Regional Office of the Environmental Protection
Agency. Contractor shall include and cause all subcontractors to include in all contracts
with subcontractors receiving more than $100,000 in Federal Funds, language requiring
the subcontractor to comply with the federal laws identified in this section.
3. Energy Efficiency. Contractor shall comply with applicable mandatory standards
and policies relating to energy efficiency that are contained in the Oregon energy
conservation plan issued in compliance with the Energy Policy and Conservation Act
(Pub. L. 94163).
4. Truth in Lobbying. The Contractor certifies, to the best of the Contractor's
knowledge and belief that:
4.1. No federal appropriated funds have been paid or will be paid, by or on behalf of
Contractor, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with the awarding of any
federal contract, the making of any federal grant, the making of any federal loan, the
entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment or modification of any federal contract, grant, loan or
cooperative agreement.
4.2. If any funds other than federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with this federal contract, grant,
NASPO Value Point Master Agreement 45
loan or cooperative agreement, the Contractor shall complete and submit Standard
Form LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions.
4.3. The Contractor shall require that the language of this certification be included in
the award documents for all subawards at all tiers (including subcontracts,
subgrants, and contracts under grants, loans, and cooperative agreements) and that
all subrecipients and subcontractors shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed
when this Master Agreement was made or entered into. Submission of this
certification is a prerequisite for making or entering into this Master Agreement
imposed by section 1352, Title 31, U.S. Code. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than $10,000 and
not more than $100,000 for each such failure.
5. HIPAA Compliance. If the work performed under this Master Agreement are
covered by the Health Insurance Portability and Accountability Act or the federal
regulations implementing the Act (collectively referred to as HIPAA), Contractor agrees
to perform the work in compliance with HIPAA. Without limiting the generality of the
foregoing, work performed under this Master Agreement is covered by HIPAA.
Contractor shall comply and cause all subcontractors to comply with the following:
5.1. Privacy and Security Of Individually Identifiable Health Information. Individually
Identifiable Health Information about specific individuals is confidential. Individually
Identifiable Health Information relating to specific individuals may be exchanged
between Contractor and Participating Entity or Purchasing Entity for purposes
directly related to the provision of services to clients which are funded in whole or in
part under this Master Agreement. However, Contractor shall not use or disclose
any Individually Identifiable Health Information about specific individuals in a manner
that would violate the Participating Entity or Purchasing Entity Privacy Rules, or the
Participating Entity or Purchasing Entity Notice of Privacy Practices, if done by
Participating Entity or Purchasing Entity. A copy of the most recent Participating
Entity or Purchasing Entity Notice of Privacy may be obtained from Participating
Entity or Purchasing Entity
5.2. Data Transactions Systems. If Contractor intends to exchange electronic data
transactions with Participating Entity or Purchasing Entity in connection with claims
or encounter data, eligibility or enrollment information, authorizations or other
electronic transaction, Contractor shall execute an EDI Trading Partner Agreement
with Participating Entity or Purchasing Entity and shall comply with the Participating
Entity or Purchasing Entity EDI Rules.
5.3. Consultation and Testing. If Contractor reasonably believes that the
Contractor's or the Participating Entity's or Purchasing Entity's data transactions
system or other application of HIPAA privacy or security compliance policy may
result in a violation of HIPAA requirements, Contractor shall promptly consult the
Participating Entity's or Purchasing Entity's HIPAA officer. Contractor or
Participating Entity or Purchasing Entity may initiate a request for testing of HIPAA
NASPO ValuePoint Master Agreement 46
transaction requirements, subject to available resources and the Participating
Entity's or Purchasing Entity's testing schedule.
5.4. If Contractor is deemed to be a business associate of Participating Entity or
Purchasing Entity under HIPAA's Privacy Rule, 45 CFR Parts 160 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 protected health information of any individual, it shall maintain
the security and confidentiality of such information as required by the HIPAA's
Privacy Rule, and other applicable laws and regulations. Without limiting the
foregoing, Contractor agrees that:
5.4.1, Contractor will not use or further disclose Protected Health Information
otherwise than as permitted or required by this Master Agreement or as required
by law;
5.4.2. Contractor will use appropriate safeguards to prevent use or disclosure of
PHI otherwise than as provided for by this Master Agreement;
5.4.3. Contractor agrees to mitigate, to the extent practicable, any harmful effect
that is known to Contractor of a use or disclosure of PHI by Contractor in
violation of the requirements of the Master Agreement;
5.4.4. Contractor will report to Participating Entity or Purchasing Entity any use or
disclosure of PHI not provided for by this Master Agreement of which Contractor
becomes aware;
5.4.5 Contractor agrees to ensure that any agents, including subcontractors, to
whom it provides PHI, agree to the same restrictions and conditions that apply to
Contractor with respect to such information;
5.4.6. Contractor shall make available to Participating Entity or Purchasing Entity
such information as they may require to fulfill their obligations to account for
disclosures of such information;
5.4.7. Contractor shall make its internal practices, books, and records, including
policies and procedures and PHI, relating to the use and disclosure of PHI
received from the Participating Entity or Purchasing Entity or trading partner (or
created or received by Contractor on behalf of Participating Entity or Purchasing
Entity or trading partner) available to Participating Entity or Purchasing Entity and
to the Secretary of the United States Department of Health and Human Services,
for purposes of determining Participating Entity's or Purchasing Entity's or trading
partners' compliance with HIPAA; and
5.4.8. If feasible, upon termination of this Master Agreement, Contractor shall
return or destroy all PHI received from Participating Entity or Purchasing Entity or
trading partners (or created or received by Contractor on behalf of Participating
Entity or Purchasing Entity or trading partners) that Contractor still maintains in
any form, and shall retain no copies of such information or, if return or destruction
is not feasible, Contractor shall continue to extend the protections of this Master
Agreement to such information, and limit further use of the information to those
purposes that make the return or destruction of the information infeasible.
Subject to the foregoing restrictions, Participating Entity or Purchasing Entity agrees
that Contractor may use such PHI in the process of providing transaction mapping,
NASPO ValuePoint Master Agreement 47
trading partner profiling and training and mentoring services for Participating Entity or
Purchasing Entity and trading partners under this Master Agreement.
6. Resource Conservation and Recovery. Contractor shall comply and cause all
subcontractors to comply with all mandatory standards and policies that relate to
resource conservation and recovery pursuant to the Resource Conservation and
Recovery Act (codified at 42 USC 6901 et. seq.). Section 6002 of that Act (codified at
42 USC 6962) requires that preference be given in procurement programs to the
purchase of specific products containing recycled materials identified in guidelines
developed by the Environmental Protection Agency. Current guidelines are set forth in
40 CFR Parts 247-253.
7. Substance Abuse Prevention and Treatment. Contractor shall comply with
federal rules and statutes pertaining to the Substance Abuse, Prevention, and
Treatment Block Grant, including the reporting provisions of the Public Health Services
Act (42 USC 300x through 300x-64).
8. Audits. Contractor shall comply and, if applicable, cause a subcontractor to comply,
with the applicable audit requirements and responsibilities set forth in the Office of
Management and Budget Circular A-133 entitled "Audits of States, Local Governments
and Non-Profit Organizations."
9. Debarment and Suspension. Contractor shall not permit any person or entity to be
a subcontractor if the person or entity is listed on the non-procurement portion of the
General Service Administration's "List of Parties Excluded from Federal Procurement or
Nonprocurement Programs" in accordance with Executive Orders No. 12,549 and No.
12,689, "Debarment and Suspension". (See 45 CFR part 76). This list contains the
names of parties debarred, suspended, or otherwise excluded by agencies, and
contractors declared ineligible under statutory authority other than Executive Order No.
12549. Subcontractors with awards that exceed the simplified acquisition threshold
shall provide the required certification regarding their exclusion status and that of their
principals prior to award.
10. Medicaid Compliance. To the extent Contractor performs any work whose costs
are paid in whole or in part by Medicaid, Contractor shall comply with and cause its
subcontractors to comply with the federal and State Medicaid statutes and regulations
applicable to the work, including but not limited to:
10.1.Keeping such records as may be necessary to disclose the extent of services
furnished to clients and, upon request, furnish such records or other information to
Participating Entity or Purchasing Entity, the Secretary of Health and Human
Services, and as otherwise directed by Participating Entity or Purchasing Entity;
10.2.Complying with all applicable disclosure requirements set forth in 42 CFR Part
455, Subpart B;
10.3.Complying with any applicable advance directive requirements specified in 42
CFR section 431.107(b)(4); and
10A.Complying with the certification requirements of 42 CFR sections 455.18 and
455.19.
NASPO ValuePoint Master Agreement 48
Contractor shall include and cause all subcontractors to include in all contracts with
subcontractors receiving Medicaid, language requiring the subcontractor to comply with
the record keeping and reporting requirements set forth in this section and with the
federal laws identified in this section.
11. Americans with Disabilities Act. Contractor shall comply and cause all
subcontractors to comply with Title 11 of the Americans with Disabilities Act of 1990
(codified at 42 USC 12131 et. seq.) in the construction, remodeling, maintenance and
operation of any structures and facilities, and in the conduct of all programs, services
and training associated with the performance of work.
12. Pro-Children Act. Contractor shall comply and cause all subcontractors to comply
with the Pro-Children Act of 1995 (codified at 20 USC section 6081 et. seq.).
13. Federal Tax Information. Contractor shall comply with the provisions of Section
6103(b) of the Internal Revenue Code, the requirements of IRS Publication 1075, and
the Privacy Act of 1974, 5 U.S.C. §552a et. seq. related to federal tax information.
14. Educational Records. Contractor shall comply with the provisions of the Family
Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99).
NASPO ValuePoint Master Agreement 49
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EXHIBIT E to NASPO ValuePoint Master Agreement
Contractors Branch Listings
Exhibit E is incorporated by reference.
NASPO ValuePoint Master Agreement 53
Exhibit F - to NASPO ValuePoint Master Agreement
Green Policy Statement
MI
Fastenal's green initiatives are a logical evolution of our lean quality initiatives,which are focused on eliminating
waste,creating efficiencies,and continuous improvement. Our green approach is to continuously improve our green
credentials,with smart resource use and optimized distribution routes representing two key areas of focus
contributing to overall company sustainability and responsibility.Our green approach is also aligned with our
government contract compliance processes.
It is our mission to operate our business with minimal environmental impact and help our customers do the same by
offering green products and services to help them meet their sustainability needs and goals. This mission comprises
the following initiatives:
• Establish a green product offering from key suppliers for national distribution and clearly identify those
products in our marketing amaterials, including our catalogs,brochures,promotions,and website
• Offer recycling programs for lamps,ballasts,mercury-containing devices,batteries,printer cartridges and
PPE safety products ensuring safe disposal
• Partner with lighting specialists to assist in the planning,specification and implementation of retrofit
projects
• Capture and report green consumption data from customer usage reports
• Receive electronic POs, invoices,and other business documents frorn suppliers and customers whenever
possible
• Encourage our customers to sign up for Electronic Invoicing via fax,email,or the web to reduce paper
usage
• Offer industrial vending solutions to help reduce wasteful product consumption and redundancy
• Provide local service and solutions with more than 2,700 branch locations worldwide
What We Are Doing Toda
Wash
NASPO ValuePoint Master Agreement 54
• We reuse or recycle most of our incoming packaging materials(cardboard,polystyrene,shredded paper,
air bags,etc,),we use composite pallets and totes for shipping,and our corrugated boxes used for
repackaging are made from post-consumer recycled content
• Packaging reduction efforts at select distribution centers with our new automated storage and retrieval
system(ASRS). Reusable totes are used in place of cardboard boxes with this new system. Further
packaging reduction efforts are also underway for incoming,high volume products.
• We reuse pallets,repair when necessary,throughout distribution
• Increased use of e-mail which greatly reduces the amount of paper used,business records are digitized to
minimize hard copy document storage,multifunctional devices(for faxing,printing and photocopying)
reduce energy and paper usage.
• We purchase paper made from recycled content, and we recycle our office paper
• We encourage staff and visitors to recycle bottles,plastics and aluminum cans by placing recycling bins
at strategic points throughout our branches,distribution centers,and offices
• We recycle our old computers as part of our IT replacement strategy
• We recycle our spent fluorescent lamps,ballasts,batteries and printer cartridges
• We have reduced the amount of our landfill waste by finding ways of recycling waste material,either in-
house or in conjunction with others who are able to use the material constructively
• We have developed e-learning opportunities for employee training in conjunction with the Fastenal
School of Business to reduce miles traveled
• Fastenal supports entities with a ban on single-use shopping bags by offering alternatives such as
recycled paper bags and reusable bags
• Reduced paper usage with electronic accounting practices
Energy
f
jjrrgqy•y
• Our consumption of energy is also closely monitored and we take measures to ensure that it is not wasted
• Our distribution centers have been retrofitted with energy-efficient lighting systems
• Our headquarters have been retrofitted with LED lighting systems
• We have a HVAC Preventative Maintenance Program in which our HVAC systems are serviced semi-
annually to increase the units' performance and overall efficiency which reduces energy consumption
NASPO ValuePoint Master Agreement 55
M
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Fleet
.4t i 3 r
• Our consumption of fuel is closely monitored and we take measures to ensure that it is not wasted
• We utilize Global Information Systems to design truck routes that minimize miles traveled
• Introduced Compressed Natural Gas(CNG)vehicles in select locations to lower fuel costs and emissions
For more information on Fastenal's green initiatives,products or services,please contact
gogreen@fastenal.com.
Certified Green Products
us"WA
.. ... ....................................
.. ..... ... ........ .... ...... ... ............. .. ...... .
Energy Star Green Seal Design for the EcoLogo Carpet and Rug
Environment Institute
lgUSDA
Y4{�tl�Ti'1'
UARD- �'. HITWFi4F
ay"J. ., t� 7tt; 'i Cliff
Ioproferra a r
...... ............... ...... ... ................ ........ . ...
Greenguard Forest Sustainable USDA EPA
Environmental Stewardship Forestry BioPreferred WaterSense
Institute Council Initiative
SCS Certified NEMA UL
Premium Environment
NASPO ValuePoint Master Agreement 56
Exhibit G -to NASPO ValuePoint Master Agreement
Recycling Programs
Recycling is more important than ever.It turns materials that would otherwise become waste into valuable
resources. It saves money,creates jobs,eliminates waste in landfills,reduces harm to the environment,protects
human health and saves energy.
Adopting green policies and procedures will benefit your business and most importantly—the environment.
Implementing a recycling program doesn't have to be difficult or expensive.Fastenal can help your facility meet
green initiative goals and do the right thing when it comes to rotectin our enviromncnt.
: ShOn r
recMin
1
RightCycle by Kimberly=Calrk Professional
With Kimberly-Clark's new porgram,RightCycle,you can begin to soar to new heights of sustainability,even
setting your sights on zem-landfill. This is the first large-scale reyeag program for non-hazardous lab waste and
RightCycle can help turn gloves and garments into eco-friendly products like plastic benches and more!
RightCycle
Details of Program
1. All products that go into the containers need to be Kimberly-Clark products(gloves and garments).
2. This program is industry-specific so Kimberly-Clark would like to avoid collecting items that will have
chemicals on them.
3. This program is currently contained to the USA.
4. The only customer cost is in shipping the full container back to Kimberly-Clark.
NASPO ValuePoint Master Agreement 57
For direct information,email gogreen@fastenal.com or click the image below to visit Kimberly-Clark's website.
Ir
3
RecyclePak'®
RecyclePak®makes recycling lamps,ballasts,batteries and mercury devices easy. The prepaid recycling program
ensures complete compliance while reducing the risk of contamination by storing hazardous materials at your
facility.When the container is full,simply ship it out,it's prepaid! Shop Recycling Kits.
RE
RecyclePak@ Benefits
Tracking&Documentation
• Prepaid return shipping with FedEx Ground
• 24/7 online certificates of recycling
• Detailed data on recycling containers
Convenient
• National Coverage
• Bulk and direct pick up programs to fit your business size
• Compliance documentation available 24n on the web
• Available automatic reorder
• On-tune pickup with FedEx Ground
NASPO ValuePoint Master Agreement 58
Call2Recycle®
Visit www.call2recycle.org call2recycle.org to learn how your business can properly dispose of your"spent"
batteries.
For additional assistance,please contact gogrecn@fastenal.com.
.Ink & Toner Cartridge Recycling
Fastenal offers simple,convenient recycling of printer cartridges and ensures that returned products are recycled
property.
Let us do the work for you. It"s easy,quick and free!
By collecting these cartridges and supporting remanufactured products,Fastenal keeps non-renewable resources
from ending up in landfills. If a cartridge cannot be reused, it is recycled into other products. Our goal is to provide
the most efficient recycling program on the market.
Recycling Process
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Available in Canada.Not available in AK, Hl, PR,Vl.
Use the below link to request prepaid shipping labels or a bulk pickup:
https://www.fastenaf.com/en/308/recycling-programs
NASPO ValuePoint Master Agreement 59
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT�TII
DATE: 3/2/2021 REFERENCE NO.: **M&C 21- LOG NAME: 13P AMEND FASTENAL
0139 MRO FMS MG
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Increase to Cooperative Agreement with Fastenal Company in the
Amount of$100,000.00 for a New Total Annual Amount of$300,000.00 for Facilities
Maintenance, Repair and Operations, and Industrial Supplies for All City Departments
RECOMMENDATION:
It is recommended that the City Council authorize an increase to the Cooperative Agreement with
Fastenal Company in the amount of$100,000.00 for a new total annual amount of$300,000.00 for
facilities maintenance, repair and operations, and industrial supplies for all City Departments.
DISCUSSION:
On June 2, 2020, the City of Fort Worth entered into an agreement with Fastenal Company under
Texas Multiple Award Schedule (TXMAS) Cooperative Agreement, No. TXMAS-18-51V07, for an
annual amount up to $200,000.00. This agreement allows the City to purchase facilities maintenance
and industrial supplies.
The increased spending with Fastenal Company is being requested because the Water Department is
in the process of changing all of the City's water meters to smart meters. The Water Department uses
this agreement to purchase steel nuts, bolts, meter plugs, meter locks and keys, and various minor
equipment. Purchasing requests that City Council authorize an increase to the above-described
contract by $100,000.00 to accommodate this increased, and necessary, spending. The new total
annual amount of the agreement would be $300,000.00.
AGREEMENT TERM - The current agreement term is from July 1, 2020 to June 30, 2021. Upon the
expiration of the current term, the City will have two (2) options to renew the agreement.
ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a
Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek
competitive bids for purchase of the item.
The Cooperative Agreement serves ALL COUNCIL DISTRICTS.
M/WBE: A MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative
or public entity.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the participating departments' Operating Funds to support approval of the
above recommendation and execution of the agreement. Prior to any expenditure being incurred, the
participating departments have the responsibility to validate the availability of funds.
BQN\\
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=28691&councildate=3/2/2021 3/3/2021
M&C Review Page 2 of 2
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (ChartField 2)
FROM _
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (ChartField 2)
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Cynthia Garcia (8525)
Michelle Green (2058)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=28691&councildate=3/2/2021 3/3/2021