Grainger Participating Addendum.pdf

MASTER AGREEMENT # MA 758 2500000413

FORM PARTICIPATING ADDENDUM

NASPO ValuePoint

PARTICIPATING ADDENDUM

Facilities Maintenance and Repair & Operations (MRO) and Industrial Supplies Led by the Commonwealth of Kentucky

Master Agreement #: MA 758 2500000413 Contractor: W.W. Grainger, Inc. (Contractor) Participating Entity: State of Wisconsin Participating State Contract Number: 505ENT-M25-FACILITMRO-02

The following Goods or services are included in this Addendum:

All commodities within scope of the following categories are included in this Addendum:

1. Janitorial Equipment & Supplies (does not include Sanitation Cleaning Chemicals)

2. Fasteners

3. Material Handling

4. Plumbing

5. Power Sources

6. Landscaping and Outdoor Supplies and equipment

7. Lamps, Lighting, Ballasts and Equipment

8. Heating, Ventilation, Air Conditioning (HVAC)

9. Hand Tools

10. Power Tools (excluding automotive related tools and products)

11. Electrical Supplies and Equipment

12. Paint and Related Supplies

13. Security

14. Safety

15. Other

Value Added Services and other value elements included in this Addendum are detailed in Exhibit 1

The following goods and services are not included in this Addendum:

Sanitation Cleaning Chemicals Automotive related tools and products

Additional items to be excluded from this contract include all State Use Work Center contract products. The State reserves the right to modify this exclusions list at any time during the contract term through a fully executed contract amendment. Category exclusions and Work Center product exclusions apply to all state entities.

Category exclusions apply to municipalities when using the WISBuy ordering platform, Docusign Envelope ID: 0CB880AF-5F2B-4143-8DA1-F2A9BC126CF3 however, if the municipality chooses to order in another method the category exclusion does not apply. Work Center product exclusions do not apply to municipalities.

Master Agreement Terms and Conditions:

1. Scope: This addendum covers the Facilities Maintenance and Repair & Operations and Industrial Supplies Master Agreement, led by the Commonwealth of Kentucky, for use by state agencies and other entities located in the Participating State, the State of Wisconsin, and authorized by that State’s statutes to utilize State contracts with the prior approval of the State’s Chief Procurement Official. Further details of the Agreement and addendum are provided in Exhibit 1.

This Addendum consists of the following documents:

a) DOA 3054A State of Wisconsin Standard Terms and Conditions

b) DOA 3333 Cooperative Purchasing Agreement

2) Participation: This NASPO ValuePoint Master Agreement, MA 758 2500000413, 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 Wisconsin. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

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

Contractor Name: Christopher Carroll, National Government Sales Manager, W.W. Grainger, Inc.

Address: 100 Grainger Parkway, Lake Forest, IL 60045 Phone: 706.424.1743

Email: Christopher.Carroll@grainger.com

Participating Entity

Name: Anna Lange, State of Wisconsin, Department of Administration, State Bureau of Procurement

Address: 101 E. Wilson Street, Madison WI, 53703

Telephone 608. 264.7892

Email: anna.lange@wisconsin.gov mailto:Christopher.Carroll@grainger.com mailto:anna.lange@wisconsin.gov

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.

[X] The following changes are modifying or supplementing the Master Agreement terms and conditions.

4.1 Wisconsin Contract Number is 505ENT-M25-FACILITMRO-02.

4.2 The State of Wisconsin Standard Terms and Conditions (DOA-3054A, revised R03/2019) as attached is part of this Participating Addendum. (Attachment 1).

4.3 The State of Wisconsin’s Participating Addendum will be governed by the Master Agreement and the State of Wisconsin’s additional terms and conditions.

4.4 The State of Wisconsin Standard Terms and Conditions shall prevail if there is a conflict between Wisconsin’s and NASPO ValuePoint’s Terms and Conditions.

4.5 The Contractor must sign and include the Cooperative Purchasing Agreement (DOA-3333, revised R05/2015) to allow municipalities, as defined on the Agreement, to purchase through this addendum. (Attachment 2)

4.6 Contractor must submit, on a quarterly basis, an itemized purchasing activity report that captures the purchases within the quarter from State of Wisconsin entities and participating municipalities. The report must include, at a minimum: purchasing entity, product category description (For example, (#3) Fasteners), date of purchase, contract price, retail price, and the extended price for each transaction. These reports are due 30 days after the end of the quarter. Additional Shipping/Delivery costs if applicable.

Additional lines at the end of the report will detail each quarter and year to date total contract spend.

The activity report is due no later than 30 calendar days after the end of each quarter from the start of the contract date (see below).

o Quarter 1: January 1 through March 31 (Due on or before April 15) o Quarter 2: April 1 through June 30 (Due on or before July 15) o Quarter 3: July 1 through September 31 (Due on or before October 15) o Quarter 4: October 1 through December 31 (Due on or before January 15) o Reports must be emailed to State of Wisconsin, Dept. of Enterprise Operations, Attn: DOAESContractUsageReporting@wisconsin.gov

4.7 The State of Wisconsin, Department of Administration, may terminate this contract at any time upon 30-day prior written notice. Upon termination or other expiration of this contract, each party shall assist the other party in orderly termination of the contract and the transfer of all assets, tangible and intangible, as may facilitate the orderly, non-disrupted business continuation of each party. This provision shall not relieve the contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to termination becoming effective.

4.8 This Participating Addendum shall be effective upon approval by Wisconsin’s Department of Administration and shall continue until the end of the NASPO ValuePoint Master Agreement unless terminated early in accordance with the terms and conditions of the NASPO ValuePoint contract or this Participating Addendum.

5) Subcontractors: All contactors, dealers, and resellers authorized in the State of

Wisconsin, 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.

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

7) 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 Agreement. If not applicable, mark Section 5 as “Reserved”.]

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

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below.

Participating Entity: State of Wisconsin

Contractor: W.W. Grainger, Inc.

Signature:

Signature:

Name:

Name:

Title:

Title:

Date:

Date:

For questions on executing a participating addendum, please contact:

NASPO ValuePoint Cooperative Development Coordinator:

Tia Snyder

Telephone: 406.430.2660

Email: TSnyder@naspovaluepoint.org

[Please email fully executed PDF copy of this document to

PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases.]

Tom Gimena

11/8/2024 | 12:52 PM CST

District Sales Manager mailto:TSnyder@naspovaluepoint.org mailto:PA@naspovaluepoint.org

Exhibit 1

W.W. Grainger, Inc. (Grainger), awarded Master Agreement Number 758 2500000413 by the Commonwealth of Kentucky for Facilities MRO and Industrial Supplies (NASPO), presents this summary to the State of Wisconsin in context of its Participating Addendum to the Master Agreement. The offer encompasses Grainger’s entire catalog, including sourced products and services, except products and categories excluded by the State of Wisconsin.

Discount Percentages

Contractor has been awarded all products and services in the awarded categories below.

Category Minimum Discount

1. Janitorial Equipment & Supplies (does not include Sanitation Cleaning Chemicals)

Percentage

17%

2. Fasteners 34%

3. Material Handling 10%

4. Plumbing Equipment 20%

5. Power Sources 18%

6. Landscaping and Outdoor Supplies and Equipment

13%

7. Lamps, Lighting, Ballasts, and Equipment 22%

8. Heating, Ventilation, Air Conditioning (HVAC) 16%

9. Hand Tools 12%

10. Power Tools 10%

11. Electrical Supplies and Equipment 23%

12. Paint and Related Supplies 13%

13. Security 17%

14. Safety (does not include any public safety equipment)

19%

15. Other 5%

Category 15: Other Contractor is allowed to sell other items related to MRO and Industrial Supplies not specifically listed above except for excluded items.

Value Added Services are provided under the Master Agreement and include Installation of Products and Services, Sourcing of Unique or Difficult to Locate

Products, Warehouse Management Solutions, Inventory Management, Disaster Recovery Plans and Services and a Diverse Supplier Network.

Return Policy and Warranty- Grainger provides a streamlined return process and warranty for the products it sells, in addition to that of a manufacturer. Sourced products and services have specific terms and conditions. Details are provided in the Master Agreement.

Prepaid Freight: All deliveries, except noted below, will be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by Contractor.

Additional shipping charges, as defined by the carrier, for oversize or overweight items that require special shipping are allowed but must be identified as part of the ordering process.

Incentive: Grainger shall pay annually a fee of 1% on total purchases under the contract by entities within the State during a contract year. Payment, along with a supporting report, will be issued to the State within 90 days of the close of the current contract year.

Total Purchases are calculated for the calendar year and is defined as the total invoice price of all calendar year purchases less:

• Refunds

• Credits on return

• Discounts

• Monies paid on any purchases pursuant to the Grainger Reseller Program

• Additional shipping charges related to oversize or overweight, special handling, expedited or shipments.

Wisconsin Department of Administration

Chs. 16, 51 Wis. Stats.

DOA-3054A (R 03/2019) STATE OF WISCONSIN

STANDARD TERMS AND CONDITIONS

ANTITRUST ASSIGNMENT: The contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin

(purchaser). Therefore, the contractor hereby assigns to the State of

Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin. The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats. and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

CANCELLATION: The State of Wisconsin reserves the right to cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract.

WORK CENTER CRITERIA: A work center must be certified under s.16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped.

INSURANCE RESPONSIBILITY: The contractor performing services for the

State of Wisconsin shall:

Maintain worker's compensation insurance as required by Wisconsin

Statutes, for all employees engaged in the work.

Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Minimum coverage shall be one million

($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million

($1,000,000) per occurrence combined single limit for automobile liability and property damage.

The state reserves the right to require higher or lower limits where warranted.

NONDISCRIMINATION / AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s.51.01(5), Wis. Stats., sexual orientation as defined in s.111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

Pursuant to 2019 Wisconsin Executive Order 1, contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

Pursuant to s. 16.75(10p), Wis. Stats., contractor agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of

Israel as defined in s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

PATENT INFRINGEMENT: The contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.

PAYMENT TERMS AND INVOICING: The State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

A good faith dispute creates an exception to prompt payment.

PUBLIC RECORDS. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency in order to ensure compliance with s. 19.36(3), Wis. Stats. Effective August

2016, the contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

REFUND OF CREDITS: The contractor agrees to pay the state within 60 days, at the state's request, any credits resulting from the order which the state determines cannot be applied to future invoices.

TAXES: The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel.

However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials.

TERMS AND CONDITIONS: The Standard Terms and Conditions (DOA-

3054) or the Standard Terms and Conditions for State of Wisconsin Printing

(DOA-3604) shall apply to all orders. Copies of these terms and conditions are available upon request from the State Bureau of Procurement.

VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin.

State of Wisconsin Department of Administration Division of Enterprise Operations

DOA-3333 (R05/2015)

State Bureau of Procurement 101 East Wilson Street, 6th Floor

Post Office Box 7867 Madison, WI 53707-7867

FAX (608) 267-0600

http://vendornet.state.wi.us

Vendor Agreement Wisconsin’s Cooperative Purchasing Service

Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state contracts.

Participating in the service gives vendors opportunities for additional sales without additional bidding. Municipalities use the service to expedite purchases. A "municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (2), Wis.Stats.

Interested municipalities:

will contact the contractor directly to place orders referencing the state agency contract number; and are responsible for receipt, acceptance, inspection of commodities directly from the contractor, and making payment directly to the contractor.

The State of Wisconsin is not a party to these purchases or any dispute arising from these purchases and is not liable for delivery or payment of any of these purchases.

The State of Wisconsin will determine the contractor’s participation by checking a box below.

MANDATORY: Bidders/Proposers must agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities. Vendors should note any special conditions below.

OPTIONAL: Bidders/Proposers may or may not agree to furnish the commodities or services of this bid/proposal to

Wisconsin municipalities. A vendor’s decision on participating in this service has no effect on awarding this contract.

A vendor in the service may specify minimum order sizes by volume or dollar amount, additional charges beyond normal delivery areas, or other minimal changes for municipalities.

Vendor: please check one of the following boxes in response.

I Agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities with any special conditions noted below.

I Do Not Agree to furnish the commodities or services to Wisconsin municipalities.

Special Conditions (if applicable):

Signature Date (mm/dd/ccyy)

Name (Type or Print)

Title

Company

Telephone

Address (Street)

City

State

ZIP + 4

Commodity/Service

Request for Bid/Proposal Number

This document can be made available in alternate formats to individuals with disabilities upon request.

11/8/2024 | 12:52 PM CST

Facilties Maintenance, Repair & Operations (MRO)

501 Atlas Ave

505ENT-M25-FACILITMRO-02

WI

Tom Gimena District Sales Manager

257-0514

53714 Madison

X

X

W.W. Grainger

Certificate Of Completion Envelope Id: 0CB880AF5F2B41438DA1F2A9BC126CF3 Status: Completed

Subject: NASPO Participating Addendum Facilities MRO

Source Envelope:

Document Pages: 9 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 1 Rob Penfield

AutoNav: Enabled

EnvelopeId Stamping: Enabled

Time Zone: (UTC-06:00) Central Time (US & Canada)

101 E. Wilson St.

Madison, WI 53703 robert.penfield@wisconsin.gov

IP Address: 136.226.108.187

Record Tracking Status: Original

11/8/2024 12:36:19 PM

Holder: Rob Penfield robert.penfield@wisconsin.gov

Location: DocuSign

Security Appliance Status: Connected Pool: StateLocal

Storage Appliance Status: Connected Pool: DOA Location: DocuSign

Signer Events Signature Timestamp Tom Gimena thomas.gimena@grainger.com

District Sales Manager

W.W. Grainger

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 104.187.66.89

Sent: 11/8/2024 12:38:11 PM

Viewed: 11/8/2024 12:51:03 PM

Signed: 11/8/2024 12:52:42 PM

Electronic Record and Signature Disclosure:

Accepted: 11/8/2024 12:51:03 PM ID: 3c960474-0a4a-4be3-9823-e5e5b6dcf7ba

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Cole Zahn

Cole.Zahn@grainger.com

Security Level: Email, Account Authentication (None)

Sent: 11/8/2024 12:52:43 PM

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

Rob Penfield robert.penfield@wisconsin.gov

Procurement Specialist - Sr

Wisconsin Department of Administration

Security Level: Email, Account Authentication (None)

Sent: 11/8/2024 12:52:44 PM

Resent: 11/8/2024 12:52:48 PM

Viewed: 11/8/2024 1:17:44 PM

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/8/2024 12:38:11 PM

Certified Delivered Security Checked 11/8/2024 12:51:03 PM

Signing Complete Security Checked 11/8/2024 12:52:42 PM

Completed Security Checked 11/8/2024 12:52:44 PM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

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Electronic Record and Signature Disclosure created on: 6/17/2022 10:23:21 AM Parties agreed to: Tom Gimena

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