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Home My WebLink AboutContract 57630CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement (“Agreement”) is entered into by and between W. W. Grainger, Inc., (“Vendor”) and the City of Fort Worth, (“City”), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1.This Cooperative Purchase Agreement; 2.Exhibit A – Seller’s Quote, Scope of Services (List of CRP Discounts) or Purchase Order; 3.Exhibit B – Cooperative Agency Contract (e.g., NJPA, DIR, BuyBoard); and 4.Exhibit C – Conflict of Interest Questionnaire Exhibits A, B, and C, 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 not exceed the amount of One Million Eight Hundred Thousand Dollars ($1,800,000.00). 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 is effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires on December 31, 2022. The 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 it shall provide the City with all applicable records for its review or upon mutual agreement of both parties, the 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) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: CSC No. 57630 Reginald Zeno (May 31, 2022 17:27 CDT) May 31, 2022 Jannette S. Goodall (Jun 1, 2022 21:23 HST) Jannette S. Goodall Exhibit A Exhibit B CDNTRA�T AMENDMENT CITI' aF TUCS�N BIiSIN�SS SERVICES DEPARTM�HT 255 W. ALAM�QA, 6TH FLO�R, �l1CS�N, AZ 857�1 P.O. B�}C 272iQ, TIJCSON, AZ $5728 PHQNE: {52D} 837�1371 FAX: [520j 791-4735 Je n n. M ye rs�tucsan az. g o� ISSUE �ATE: .1ur�e 9, 242U CDNTRACT �t 192153 C�NTRACT AMENaMEHT NLiMBER: TWQ (2) PAGE 1 of 3 JM PRINCIPAL CONTRAC7 OFFICE{�: JENN MYERS. CPP8 MAINTENANCE, REPAIR AND aPERATI�NS tIlAR4) SUPPLIES, PARTS, EG�VIPNtENT, MATERIALS ANa RELATED SERVICES YH�s corv�w�cr is �n�Np�o ns �o��ows: lTEM ONE (1y: SCDPE DF SERVICES — aTHERNAL�E Aa0 - ITEM 5. �therNalue Add is hereby replaced with th� foElawing: a. Oescribe any ga�emment rehate �r govemrrtent incentive pragrams applicab�e Grainger Ince�tive Pr�gram Grainger wili vffer the following incentives tv City af Tucsonl�MNIA afftliated Mem�ers. Grainger pravides incentives #a City af Tucsanl�MNIA Members #hat: 1 j Affliate tv this contract 2) Net purchase of more than $25,�4� annua�fy under t�e Agreement #rom Grainger Grainger lncenti�es include: Incentive Growth: Grainger will provide the City of TucsonlOMNIA Mem�ers an incentive fee tied ta a�nual increme�tal purchase grawth with Grainger. If the Member increases its net annua! spend frvm Grainger, as compared ta the pre�ious �ontract year, Grainger will pay a five perr,ent {5°/0} fee an the incrementai growth. eComm�r�e ]ncentive: �rair�ger will provids the City af Tucsonl�MNlA Members that purchase more than a frfry percent �5a°/b] af spend from �rainger thrvugh a Grainger appraved ecommerce channel with a#wa percent (2°Ioj eCammerce incerrtive fee paid arrnually on all eCommerce sper�d with GraingeT fvr the cantract year. ❑irect Sales Administrative Fee �"�SAF"y; Grainger will pravide Participating P�blic Agencies, that purchas� more than $250,OOQ af this Master Agreement fr�m Grainger, in a cantract year with a DSAF of iwo percent �2°Io}. The tw� percent (2°/0} fee shall he calculated base� on a Participating Pu�lic Agency's net annual spend with Grainger from this Master Agreeme�t. R�porting and Payment: Payment af F�s and Inoentiv�, alang with a supporti�g report, will be issued to Participatir�g Public Agencies within rrinety �90j days vf the c�Ose ot the c�rrent r.��tract year. Grainger wii! wvrk with aMNlA Partners or� the distrib�tion ot these funds. Net Annuai 5�end Defined: Net Arsnual 5pend is calcuiated for the contract year and is defined as the total invoice price af all contract year purchases from Grainger fram this Master Agreement less: 1. Refunds �. Credits on returns 3. �iscounts 4. The mor�ies paid on any p�rrchases from Grair�ger aistributvr Alliance Program contraGt�al �ese��ers. 22 nd June 3 rd September 30 th October for 7 th December for 20 th April for ATTACHMENT 2 INCENTIVE PROGRAM FORM PER ITEM 5. Other Value Add 1. Grainger Incentive Program ______________________, is a current City of Tucson/OMNIA affiliated Member. As such, we choose to receive the incentives outlined below via check in lieu of enhanced category discounts associated with the City of Tucson Enhanced Category Discount program. Please send our incentive check to the following address: Member Name_________________________________________________________________ Contact Name_________________________________________________________________ Street Address_________________________________________________________________ City/State/Zip_________________________________________________________________ Phone________________________________________________________________________ Email________________________________________________________________________ EFT_________________________________________________________________________ Grainger provides incentives to City of Tucson/OMNIA Members that: 1) Affiliate to this contract 2) Net purchase of more than $25,000 annually under the Agreement from Grainger 3) Notify Grainger of Member’s preference to receive incentive checks utilizing the Incentive Program Form attached hereto. Grainger Incentives include: ` Incentive Growth: Grainger will provide the City of Tucson/OMNIA Members an incentive fee tied to annual incremental purchase growth with Grainger. If the Member increases its net annual spend for Grainger product and/or services, as compared to the Member’s previous contract year spend, Grainger will pay the Member a five percent (5%) fee on the incremental growth. eCommerce Incentive: Grainger will provide the City of Tucson/OMNIA Members that purchase more than a fifty percent (50%) of their product and/or services from Grainger through a Grainger approved ecommerce channel with a two percent (2%) eCommerce Incentive fee paid annually on all Member’s eCommerce spend with Grainger for the respective contract year. Direct Sales Administrative Fee (“DSAF”): Grainger will provide the City of Tucson/OMNIA Members that purchase more than $250,000 of Contract product and/or services from Grainger in a contract year with a DSAF of two percent (2%). The two percent (2%) fee shall be calculated based on a Member’s net annual Contract spend with Grainger. CITY OF TUCSON BUSINESS SERVICES CONTRACT #192163 ISSUE DATE: March 24, 2021 CONTRACT AMENDMENT NUMBER: SIX (6) ATTACHMENT 2: INCENTIVE PROGRAM FORM PAGE 1 OF 2 Reporting and Payment: Payment of Fees and Incentives, along with a supporting report, will be issued to the City of Tucson/OMNIA Members within ninety (90) days following the close of the current contract year. Grainger will work with OMNIA Partners on the distribution of these funds. Net Annual Spend Defined: Net Annual Spend is calculated for the contract year and is defined as the total invoice price of all contract year purchases from Grainger under the terms of this Master Agreement less: 1. Refunds 2. Credits on returns 3. Discounts 4. The monies paid on any purchases from Grainger Distributor Alliance Program contractual resellers. W.W. GRAINGER, INC. CITY OF TUCSON/OMNIA AFFILIATED MEMBER: Signature Signature Name Name Title Title Date Date CITY OF TUCSON BUSINESS SERVICES CONTRACT #192163 ISSUE DATE: March 24, 2021 CONTRACT AMENDMENT NUMBER: SIX (6) ATTACHMENT 2: INCENTIVE PROGRAM FORM PAGE 2 OF 2 1 st September for I�x.h�U�i C C�31�FL[CT C)F ti�iTERE�T �L��S�T.IOh�N�IR�E FORM �1� F�� v�ndar doin�g �usir�ss v�ith IQ�aI govamrrtmr�l�l onlfly Thls .�uas�iatt�a�a rri�ccts chsn�es ttaadc fo lita law� hy N.D. PJ, 811h Leg,� F;rguiur �estilon. dFFlCEUSEdJ9Li Th�is �s�arud�� i�t �i�� 61esi in :vzc�.uv�irscro s�ith Cha�:er 1]0� Lxil Govx, rmiarct Codn, tr{ a vendor whn t,av fic�car�od t�s A bcw�c�s rel�t�r,�es3��r as d�3incrd Cy Sec.^�an iiLz.C,'�tti-aA r�+tle a Cuc:yl yr»�crnsncrutil rn4l��r haisi Ilra ve�or mects requirrrnm�:� ��mi� �tic�� fFQt?�ti(�;, Qy t�fw R�:s qussii��%� rc�s1 tx� 6�sf uii.h t?la eecsart�i acs.�nirtlsltal�Gt t!1 II� lorlfl �c7veltxtict�t�i tMity rc7t tslc+ if�n t+er Tth bwrna:t.s �,Say ,tie� It� �;;�r It�st ti�nc�i Lar�arnca n�xncn d) �ncts Ifut; roq,d�n rtio aibJe:nent lo b� fitc� S�+e 5erti�n �;�S.:L�Cyit-t), Lrc:t! G�k�cr�t�nt �s.dc_ A►�nas�c c�strr.s3s r�� sff�r�s �:J lal� vxnc�krc kn��vit��^ Mic��;c�• Sc�G�n 176.�i0G. Lncrs4 Ga.�rra�rient Crrcle. l�r� c:lcrtsa cr►;tet tRis so�tti�.o� "rs � ttisarletstc�.,nae. � Na�e o! Yecssior v�rtto E�as s t�u�tness Kaletlott��lp �r[�h IocAE gaverr�enCa9 entftyc W • UJr � N � � Z❑ ChecktN�baxit cwsretf�( , aR �eEc� eu�cxus li�ed ue�Uo�nalte.dTf��wr ire�thal ou6lean ed X �9 �� p� . h' � � �4► Y +�'.1 c�rs��e� c��sG�r�;� �e�;h th� apptnpd�tn t�.rx;� euth�rhy naE ialpr Yhan th�- 7th bus�ss da� atter ihe data an tirtich }�ou becarrsse ��re lhat t� arlr�tn�lly. 61act�t,��rsa"sre s��as �apcxiq��te ac In�ccuraie_� 3 fteme ot lacal.g�rr�rt�ni oft�c+es aba�i w�om lfe� ��form$ti�n ts �etng dts�tased.. tr�itte�af C�tiasr . 4 De�cribe seeh e�pinymen! �r aiher bUsiness relaElac�hlp w3tf► �he 9acai gnvemr�ent ot�3cer. oc e tamlly mem�er ol i�e ot�fces; � des�rlbe�d i�y Seclican 7�6.003(aj(2j�A�. Aisn de�crlbe any lamiEy ret.�ilc�nsbl� sr31h tiie lot�l go�rernment otitce� l�omg�lete.su�arts �; $nd S to� esch ernpfaym+e�# or �itr�,lnesa'r�lQtlonslilp descctfied. At�Bch a�ditioneF pa�ee tn tf�1a Form d0 as n�essary�. , A t� tfra �cef garerr.�r�ent �of�ir�er or a iemsJy rrwmt�er n� ihe otlicer rer�y�in�7 ar lik��'y ta'f�eeiw ts�:able inccrrie, ather �1sat� i�uesi�s (ncorne. irom t�;� �rendor? � Y�a �Nd e_ !� ihe vendar receivin� t� liksty ta reaelva eaxa�l� incor�e; a+.'t�r t�,aa�'sreve�tnsea�i �rn�: lrbi� zx st the dtr�ec6on o� ihe Ivr�! c,�svemc�t p�fcer or a.fa�if� snernb�°r c�f t� �yice�r MtD tt� °lax9b(e incflt3te.Is'a�csi re��d frcvn ttte tocal goa�mmentel entihf? � OY�s . �Ma 5 descrlbe e,adt emp{nyment or 6vslhes� �etat]orisE�lp lhst the v�encfor raarned [r� Secflon 1 m�t�Ystn� �v�tk� a ca�por�aUa�s cr - o�her b�usCness enliiy with r�spect ic a�chlch �h�e tacal gau�E ot�ic.�r serveg a� an aiiicer �� d�rec�or, or ha1d� en awnereh[p inleregf o� crneper�cent ormore, ' � i'� C�e�ck lhia "pax il th.e +�e�dor hss gtv�en:4he laca� c,uav,emmerbt. o'lic�r �r a t�mily mem�r of the oFi`�r p�: ew rnara gi�ts, 1—� as de,eribed in Sect[an t?�6.0�0'3��j{2j�8), e�ocluding geclC� �desc�ip�d in Serilnn 1�8.D�9(a-1 j.. 7 � 2� 22 �nqlura Y kha bt�sar�s� wx tl�e �+fol�n�mSal an4 r �p �a�m Qtuvided �€eacax L•ittits Ctxnmissitan www:a9hi[�.slal�.tx_�t:s fte,ri�e,d 1l1�0�) Revised 1/1/2021Form provided by Texas Ethics Commission www.ethics.state.tx.us CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a)A local government officer shall file a conflicts disclosure statement with respect to a vendor if: *** (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a)A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Fort Worth, Texas Mayor and Council Communication DATE: 12/14/21 M&C FILE NUMBER: M&C 21-0959 LOG NAME: 13P MRO SUPPLIES & EQUIPMENT AW SUBJECT (ALL) Authorize an Increase to an Agreement with W.W. Grainger, Inc., Using Omnia Cooperative Agreement No. 192163, in an Amount of $300,000.00 for a Total Amount of $1,800,000.00 for Maintenance, Repair and Operating Supplies and Equipment and Add Two Additional One- Year Renewal Options for the City Departments RECOMMENDATION: It is recommended that the City Council authorize an increase to an agreement with W.W. Grainger, Inc., using Omnia Cooperative Agreement No. 192163, in an amount of $300,000.00 for a total amount of $1,800,000.00 for maintenance, repair and operating supplies and equipment and add two additional one-year renewal options for the City Departments. DISCUSSION: On October 18, 2016, City Council authorized entering into an agreement with W.W. Grainger, Inc. in an amount of $1,500,000.00 for maintenance, repair, and operating supplies for city facilities. (M&C P-11954). Since 2016, supplies for maintenance, repairs and operations has increased. Therefore Purchasing staff recommends increasing the spending authority by $300,000.00 to accommodate the increased department demands. Departments will only be able to use this additional spending authority if funds are available in their current budget. AGREEMENT TERMS: The current agreement term is from January 1, 2021 to December 31, 2022 in accordance with the Omnia Cooperative Agreement No. 192163. RENEWAL OPTIONS: The terms of the underlying cooperative agreement, Omnia No. 192163, includes two additional one-year renewal options. With this M&C, the City Council will authorize an amendment to the existing contract to include these two additional one-year renewal options. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. 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. BUSINESS EQUITY: An M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. 1295 Form: A form 1295 is not required because this Contract will be with a publicly traded business entity. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the participating department’s Operating Funds to support the approval of the above recommendation and execution of the purchase agreement. Prior to any expenditure being incurred, the participating departments have the responsibility to validate the availability of funds. Submitted for City Manager's Office by: Jay Chapa 5804 Dana Burghdoff 8018 Originating Business Unit Head: Reginald Zeno 8517 Christopher Harder 5020 Additional Information Contact: Cynthia Garcia 8525 Alyssa Wilkerson 8357