R-2025-210 - 8/14/2025 RESOLUTION NO. R-2025-210
WHEREAS, the City of Round Rock ("City") desires to purchase auto parts to support City
operations, and
WHEREAS, the City is a member of the Sourcewell Cooperative, a cooperative purchasing
program, and
WHEREAS, Genuine Parts Company d/b/a "NAPA Auto Parts" is an approved vendor of the
Sourcewell Cooperative, and
WHEREAS, the City desires to purchase certain goods and services from Genuine Parts
Company d/b/a "NAPA Auto Parts" through Sourcewell Cooperative Contract No. 100124 GPC, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement with Genuine Parts Company d/b/a "NAPA Auto Parts" for the Purchase of Auto Parts, a
copy of said Agreement being attached hereto as Exhibit "A" and incorporated herein.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551,Texas Government Code, as amended.
RESOLVED this 14th day of August, 2025.
CRAI MOR i tf• N, Mayor
City of Roun a /•ock, Texas
AT ST:
ANN FRANKLIN, City Clerk
0112.20252:4928-9690-3769
EXHIBIT
A
AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND GENUINE PARTS COMPANY d/b/a "NAPA AUTO PARTS"
FOR THE PURCHASE OF
AUTO PARTS
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement for the purchase of auto parts needed to support City of Round Rock
operations(the"Agreement") is made and entered into this the day of
2025,(the"Effective Date")by and between the CITY OF ROUND ROCK,TEXAS,a home-rule
municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664,
referred to herein as the "City," and GENUINE PARTS COMPANY d/b/a "NAPA AUTO
PARTS," whose offices are located 2999 Wildwood Parkway Atlanta, Georgia 30339 referred to
herein as"Vendor."
RECITALS:
WHEREAS,City desires to purchase auto parts to support City operations; and
WHEREAS, City is a member of the Sourcewell Cooperative Purchasing Program (the
"Co-op")and Vendor is an approved Co-op vendor through Co-op Contract ft 100124 GPC;and
WHEREAS, City desires to purchase certain goods and/or services from Vendor through
the Co-op as set forth herein;and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties,and obligations;
NOW,THEREFORE,in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties mutually agree as follows:
1.1 DEFINITIONS
A. Agreement means this binding legal contract between City and Vendor whereby
City agrees to purchase specified goods and/or services and Vendor is obligated to sell same. The
Agreement includes any exhibits, addenda,and/or amendments thereto.
B. City means the City of Round Rock, Williamson and Travis Counties,Texas.
4910-5616-773 I/ss2
C. Effective Date means the date set out in the introductory paragraph above.
D. Goods and Services mean the specified services,supplies,materials,commodities,
or equipment.
E. Vendor means Genuine Parts Company d/b/a "NAPA Auto Parts," or any
successors or assigns.
2.1 EFFECTIVE DATE AND TERM
A. This Agreement shall remain in full force and effect until it expires as indicated
below or is terminated in accordance with Section 14.0.
B. The term of this Agreement shall begin with the Effective Date and end on the 10th
day of January,2029.
3.1 SCOPE OF WORK
A. The goods and related services which are the subject matter of this Agreement are
described generally herein and referenced in in the attached Exhibit"A," incorporated herein by
reference for all purposes
B. This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals,correspondence or discussions.
C. Vendor shall satisfactorily provide all deliverables and services described herein
and referenced in Exhibit "A" within the contract term specified. A change in the Scope of
Services or any term of this Agreement, including bonding requirements, must be negotiated and
agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as
described herein.
4.1 COSTS
A. In consideration for the Goods and Services to be provided by Vendor,City agrees
to pay Vendor the amounts set forth in Exhibit"A."
B. The City is authorized to pay the Vendor an amount not-to-exceed$1,800,000.00,
for the term of this Agreement.
5.1 INVOICES
All invoices shall include,at a minimum,the following information:
I. Name and address of Vendor;
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2. Purchase Order Number;
3. Description and quantity of items received; and
4. Delivery dates.
6.1 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement if the governing body of City
does not appropriate funds sufficient to purchase the Goods and Services as determined by City's
budget for the fiscal year in question. City may affect such termination by giving the Vendor
written notice of termination.
7.1 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30)days of the date City receives Goods and
Services under this Agreement,the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the Goods and Services, whichever is
later. Vendor may charge interest on an overdue payment at the rate in effect on September 1 of
the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code,Section 2251.025(b).This Prompt Payment Policy does not apply to payments
made by City in the event:
1. There is a bona fide dispute between City and Vendor,a contractor, subcontractor,
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
2. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late;or
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds;or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
8.1 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment,gifts, or otherwise
were offered or given by Vendor or its agents or representatives to any City officer, employee or
elected representative with respect to the performance of this Agreement. In addition, Vendor may
be subject to penalties stated in Title 8 of the Texas Penal Code.
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9.1 TAXES
City is exempt from Federal Excise and State Sales Tax;therefore,tax shall not be included
in Vendor's charges.
10.1 INSURANCE
Vendor shall meet all insurance requirements set forth in Co-op Contract# 100124 GPC.
11.1 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Chad McDowell, Director
General Services Department
221 E. Main Street.
Round Rock,TX 78664
(512)341-3191
ell'a,roundrocktcxas.gov
12.1 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made,then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
13.1 DEFAULT
If Vendor abandons or defaults under this Agreement, Vendor shall be declared in default
of this Agreement if it does any of the following and fails to cure the issue within thirty(30)days
of receipt of written notice:
1. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
2. Becomes insolvent or seeks relief under the bankruptcy laws of the United States
and is unable to perform its material obligations under the Agreement.
14.1 TERMINATION AND SUSPENSION
A. Either party has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon written notice to the other party, the "Date of
Termination."
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B. In the event of any default by either party, the non-defaulting party has the right to
terminate this Agreement for cause,upon ten (10)days' written notice to the defaulting party.
C. In the event either party terminates under subsections(A)or(B)of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty(30)days after the Date of Termination, Vendor shall
submit a statement showing in detail the goods and/or services satisfactorily performed under this
Agreement up to the date of termination. City shall then pay Vendor that portion of the charges, if
undisputed. The parties agree that Vendor is not entitled to compensation for services it would
have performed under the remaining term of the Agreement except as provided herein.
15.1 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns,officers,employees and elected officials harmless from and against all suits,actions, legal
proceedings, claims, demands,damages, costs, expenses, reasonable attorney's fees, and any and
all other costs or fees arising out of,or incident to,concerning or resulting from the negligent acts
or omissions or intentional misconduct of Vendor, or Vendor's agents, or employees, in the
performance of Vendor's obligations under this Agreement. Nothing herein shall be deemed to
limit the rights of City or Vendor (including, but not limited to the right to seek contribution)
against any third party who may be liable for an indemnified claim.
16.1 COMPLIANCE WITH LAWS,CHARTER, AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended,and with all applicable rules and regulations promulgated by local, state and national
boards,bureaus and agencies.
B. In accordance with Chapter 2271,Texas Government Code,a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1)does not boycott Israel; and (2)will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel
during the term of this Agreement.
C. In accordance with Chapter 2274,Texas Government Code,a governmental entity
may not enter into a contract with a company with at least ten(10)full-time employees for a value
of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association.The signatory
executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy,
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guidance,or directive that discriminates against a firearm entity or firearm trade association, and
it will not discriminate during the term of this Agreement against a firearm entity or firearm trade
association.
D. In accordance with Chapter 2274,Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten(10)full-time employees for a value
of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it:(I)does not boycott energy companies;and(2)will not boycott energy
companies during the term of this Agreement. The signatory executing this Agreement on behalf
of Vendor verifies Vendor does not boycott energy companies, and it will not boycott energy
companies during the term of this Agreement.
17.1 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement.Neither party shall assign,sublet or transfer
any interest in this Agreement without prior written authorization of the other party.
18.1 NOTICES
A. All notices and other communications in connection with this Agreement shall be
in writing and shall be considered given as follows:
1. When delivered personally to recipient's physical or email address as stated below;
or
2. Three(3)days after being deposited in the United States mail,with postage prepaid
to the recipient's address as stated below.
Notice to Vendor:
Vendor: Genuine Parts Company
Attn: Don Lachance
Address: 2999 Wildwood Parkway
Atlanta,GA 30339
Email: don_lachance@genpt.com
Notice to City:
City Manager Stephanie L. Sandre, City Attorney
221 Fast Main Street AND TO: 309 East Main Street
Round Rock,TX 78664 Round Rock, TX 78664
B. Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
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19.1 APPLICABLE LAW, ENFORCEMENT, AND VENUE
This Agreement shall be enforceable in Round Rock,Texas,and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for same shall lie in Williamson County,Texas.This Agreement shall be governed
by and construed in accordance with the laws and court decisions of the State of Texas.
20.1 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City.This Agreement may only be amended or supplemented by mutual agreement of
the parties hereto in writing.
21.1 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement,or a breach thereof shall be decided by any arbitration
proceeding,including without limitation,any proceeding under the Federal Arbitration Act(9 USC
Section 1-14)or any applicable state arbitration statute.
22.1 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no way
affect the validity or enforceability of any other portion or provision of this Agreement. Any void
provision shall be deemed severed from this Agreement, and the balance of this Agreement shall
be construed and enforced as if this Agreement did not contain the particular portion or provision
held to be void.The parties further agree to amend this Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision. The
provisions of this section shall not prevent this entire Agreement from being void should a provision
which is of the essence of this Agreement be determined void.
23.1 MISCELLANEOUS PROVISIONS
A. Standard of Care. Vendor represents that it employs trained, experienced, and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities, and duties shall be performed in a manner according to
generally accepted industry practices.
B. Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
stated timeframe. Other timing requirements will be met in a commercially reasonable manner.
Where damage is caused to City due to Vendor's failure to perform in the special timing
requirement circumstances,City may pursue any remedy available without waiver of any of City's
additional legal rights or remedies.
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•
C. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties' respective heirs, executors, administrators, successors and
assigns.
D. Multiple Counterparts. This Agreement may be executed in multiple
counterparts,any one of which shall be considered an original of this document; and all of which,
when taken together, shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF,City and Vendor have executed this Agreement on the dates
indicated.
Genuine Parts mp ny
By:
Printed Na e: Art cher
Title: Vice President Fleet/Government/IBS
Date Signed: 7/2/2025
City of Round Rock,Texas
By:
Craig Morgan, Mayor
Date Signed:
For City,Attest:
By:
Ann Franklin,City Clerk
For City,Approved as to Form:
By: _
Stephanie L. Sandre,City Attorney
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♦_. ' r I -
EXHIBIT"A"
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Docusgn Envelope ID 6309ADD6-3F2F-4A55-A01B-A82FE5C5B08F Exhibit "A"
100 I 24-GPC
Sourcewell
MASTER AGREEMENT#100124
CATEGORY:Aftermarket Vehicle Parts and Supplies
SUPPLIER:Genuine Parts Company dba NAPA Auto
Parts
This Master Agreement(Agreement)is between Sourcewell, a Minnesota service cooperative located
at 202 12th Street Northeast, P O. Box 219,Staples, MN 56479(Sourcewell)and Genuine Parts
Company dba NAPA Auto Parts,2999 Wildwood Parkway,Atlanta,GA 30339(Supplier).
Sourcewell is a local government and service cooperative created under the laws of the State of
Minnesota(Minnesota Statutes Section 123A.21}offering a Cooperative Purchasing Program to eligible
participating government entities.
Under this Master Agreement entered with Sourcewell, Supplier will provide Included Solutions to
Participating Entities through Sourcewell's Cooperative Purchasing Program.
Article 1:
General
Terms
The General Terms in this Article 1 control the operation of this Master Agreement between Sourcewell
and Supplier and apply to all transactions entered by Supplier and Participating Entities.Subsequent
Articles to this Master Agreement control the rights and obligations directly between Sourcewell and
Supplier(Article 2),and between Supplier and Participating Entity(Article 3), respectively.These Article
1 General Terms control over any conflicting terms.Where this Master Agreement is silent on any
subject,Participating Entity and Supplier retain the ability to negotiate mutually acceptable terms.
1) Purpose.Pursuant to Minnesota law, the Sourcewell Board of Directors has authorized a
Cooperative Purchasing Program designed to provide Participating Entities with access to
competitively awarded cooperative purchasing agreements.To facilitate the Program,Sourcewell
has awarded Supplier this cooperative purchasing Master Agreement following a competitive
procurement process intended to meet compliance standards in accordance with Minnesota law
and the requirements contained herein.
2) Intent.The intent of this Master Agreement is to define the roles of Sourcewell,Supplier,
and Participating Entity as it relates to Sourcewell's Cooperative Purchasing Program.
3) Participating Entity Access.Sourcewell's Cooperative Purchasing Program Master Agreements are
available to eligible public agencies(Participating Entities).A Participating Entity's authority to
access Sourcewell's Cooperative Purchasing Program is determined through the laws of its
respective jurisdiction.
4) Supplier Access.The Included Solutions offered under this Agreement may be made available to
any Participating Entity.Supplier understands that a Participating Entity's use of this Agreement is
at the Participating Entity's sole convenience.Supplier will educate its sales and service forces
about Sourcewell eligibility requirements and required documentation. Supplier will be responsible
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Exhibit "A"
100124-G PC
for ensuring sales are with Participating Entities.
5) Term.This Agreement is effective upon the date of the final signature below.The term of this
Agreement is four(4)years from the effective date.The Agreement expires at 11:59 P.M.
Central Time on January 10,2029,unless it is cancelled or extended as defined in this
Agreement,
a) Extensions.Sourcewell and Supplier may agree to up to three(3)additional one-year extensions
beyond the original four-year term.The total possible length of this Agreement will be seven(7)
years from the effective date.
b) Exceptional Circumstances.Sourcewell retains the right to consider additional extensions
as required under exceptional circumstances.
6) Survival of Terms.Notwithstanding the termination of this Agreement,the obligations of
this Agreement will continue through the performance period of any transaction entered
between Supplier and any Participating Entity before the termination date.
7) Scope.Supplier is awarded a Master Agreement to provide the solutions identified in(Solicitation
#100124)to Participating Entities,In Scope solutions include:
a) Aftermarket repair,replacement,and maintenance parts,supplies,and services for gasoline,
diesel,compressed natural gas(CNG), propane, hybrid,and electric automobiles,sport utility
vehicles(SUV),light duty trucks,medium duty trucks,heavy duty and vocational trucks,
buses,and motorcycles.
8) Included Solutions.Supplier's Proposal to the above referenced RFP is incorporated into this
Master Agreement.Only those Solutions included within Supplier's Proposal and within Scope
(Included Solutions}are included within the Agreement and may be offered to Participating
Entities.
9) Indefinite Quantity.This Master Agreement defines an indefinite quantity of sales to
eligible Participating Entities.
10) Pricing.Pricing information(including Pricing and Delivery and Pricing Offered tables)for all
Included Solutions within Supplier's Proposal is incorporated into this Master Agreement.
11) Not to Exceed Pricing.Suppliers may not exceed the prices listed in the current Pricing List on file
with Sourcewell when offering Included Solutions to Participating Entities.Participating Entities
may request adjustments to pricing directly from Supplier during the negotiation and execution of
any transaction.
12) Open Market.Supplier's open market pricing process is included within its Proposal.
13) Supplier Representations:
i) Compliance.Supplier represents and warrants it will provide all included
Solutions under this Agreement in full compliance with applicable federal,state,and local
laws and regulations.
ii) Licenses.As applicable,Supplier will maintain a valid status on all required federal,
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Exhibit "A"
100124-GPC
state,and local licenses,bonds, and permits required for the operation of Supplier's business
with Participating Entities.Participating Entities may request all relevant documentation
directly from Supplier.
iii) Supplier Warrants.Supplier warrants that all Included Solutions furnished under this
Agreement are free from liens and security interests,and are subject to the terms of written
warranties of the manufacturer of the applicable product within the Included Solutions,and
Supplier shall use reasonable commercial efforts to assist the Participating Entity in
processing all warranty claims that the Participating Entity may have against a manufacturer.
The manufacturer's warranty will be the sole and exclusive remedy of the Participating Entity
in connection with any claims concerning the Included Solutions supplied hereunder.ALL
OTHER WARRANTIES,BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES
OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE,ARE HEREBY EXCLUDED.
Copies of
the manufacturers'warranties are available to the Participating Entity upon request.Supplier
will pass through all available warranty benefits from the applicable manufacturer to the
Participating Entity to the extent permitted by contract or law.
14) Bankruptcy Notices.Supplier certifies and warrants it is not currently in a bankruptcy proceeding.
Supplier has disclosed all current and completed bankruptcy proceedings within the past seven
years within its Proposal.Supplier must provide notice in writing to Sourcewell if it enters a
bankruptcy proceeding at any time during the term of this Agreement.
15) Debarment and Suspension.Supplier certifies and warrants that neither it nor its principals are
presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily
excluded from programs operated by the State of Minnesota,the United States federal
government,or any Participating Entity.Supplier certifies and warrants that neither it nor its
principals have been convicted of a criminal offense related to the subject matter of this
Agreement.Supplier further warrants that it will provide immediate written notice to Sourcewell if
this certification changes at any time during the term of this Agreement.
16) Provisions for non-United States federal entity procurements under United States federal
awards or other awards(Appendix II to 2 C.F.R§200).Participating Entities that use United States
federal grant or other federal funding to purchase solutions from this Agreement may be subject
to additional requirements including the procurement standards of the Uniform Administrative
Requirements,Cost Principles and Audit Requirements for Federal Awards,2 C.F.R.§200.
Participating Entities may have additional requirements based on specific funding source terms or
conditions.Within this Section,all references to"federal"should be interpreted to mean the
United States federal government.The following list only applies when(i)a Participating Entity
accesses Supplier's Included Solutions with United States federal funds and(ii}Supplier has
provided its prior written consent.
i) EQUAL EMPLOYMENT OPPORTUNITY.Except as otherwise provided under 41 C.F.R.
§60,all agreements that meet the definition of"federally assisted construction contract" in
41
C.F.R.§60-1.3 must include the equal opportunity clause provided under 41 C.F.R.§ 60-1.4(b),
in accordance with Executive Order 11246,"Equal Employment Opportunity"(30 FR 12319,
12935,3 C.F.R. §, 1964-1965 Comp.,p.339),as amended by Executive Order 11375,"Amending
Executive Order 11246 Relating to Equal Employment Opportunity,"and implementing
regulations at 41 C.F.R.§60,"Office of Federal Contract Compliance Programs,Equal
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Employment Opportunity,Department of Labor."The equal opportunity clause is incorporated
herein by reference.
ii) DAVIS-BACON ACT,AS AMENDED(40 U.S.C.§3141-3148).When required by federal
program legislation,all prime construction contracts in excess of$2,000 awarded by non-
federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C.§
3141-3144,and 3146-3148)as supplemented by Department of Labor regulations(29 C.F.R.§
5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and
Assisted Construction").In accordance with the statute,contractors must be required to pay
wages to laborers and mechanics at a rate not less than the prevailing wages specified in a
wage determination made by the Secretary of Labor.In addition,contractors must be required
to pay wages not less than once a week.The non-federal entity must place a copy of the
current prevailing wage determination issued by the Department of Labor in each solicitation.
The decision to award a contract or subcontract must be conditioned upon the acceptance of
the wage determination.The non-federal entity must report all suspected or reported
violations to the federal awarding agency.The contracts must also include a provision for
compliance with the Copeland"Anti-Kickback"Act(40 U.S.C.§3145),as supplemented by
Department of Labor regulations(29 C.F.R.§3,"Contractors and Subcontractors on Public
Building or Public Work Financed in Whole or in Part by Loans or Grants from the United
States").The Act provides that each contractor or subrecipient must be prohibited from
inducing,by any means, any person employed in the construction,completion,or repair of
public work,to give up any part of the compensation to which he or she is otherwise entitled.
The non-federal entity must report all suspected or reported violations to the federal awarding
agency.Supplier must comply with all applicable Davis-Bacon Act provisions.
iii) CONTRACT WORK HOURS AND SAFETY STANDARDS ACT(40 U.S.C.§3701-3708).
Where applicable,all contracts awarded by the non-federal entity in excess of$100,000 that
involve the employment of mechanics or laborers must include a provision for compliance with
40 U.S.C.§§3702 and 3704,as supplemented by Department of Labor regulations(29 C.F.R. §
5).Under 40 U.S.C.§3702 of the Act,each contractor must be required to compute the wages
of every mechanic and laborer on the basis of a standard work week of 40 hours.Work in
excess of the standard work week is permissible provided that the worker is compensated at a
rate of not less than one and a half times the basic rate of pay for all hours worked in excess of
40 hours in the work week.The requirements of 40 U.S.C.§3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary,hazardous or dangerous.These requirements
do not apply to the purchases of supplies, materials,or articles ordinarily available on the open
market,or contracts for transportation or transmission of intelligence.This provision is hereby
incorporated by reference into this Agreement.Supplier certifies that during the term of an
award for all Agreements by Sourcewell resulting from this procurement process,Supplier must
comply with applicable requirements as referenced above.
iv) RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT.If the federal
award meets the definition of"funding agreement"under 37 C.F.R.§401.2(a)and the
recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit
organization regarding the substitution of parties,assignment or performance of experimental,
developmental,or research work under that"funding agreement,"the recipient or
subrecipient must comply with the requirements of 37 C.F.R.§401, "Rights to Inventions
Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements,"and any implementing regulations issued by the
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IOW 24-GPC
awarding agency.Supplier certifies that during the term of an award for all Agreements by
Sourcewell resulting from this procurement process,Supplier must comply with applicable
requirements as referenced above.
v) CLEAN AIR ACT(42 U.S.C.§7401-7671Q.)AND THE FEDERAL WATER
POLLUTION CONTROL ACT(33 U.S.C.§ 1251-1387).Contracts and subgrants of amounts
in excess of
$150,000 require the non-federal award to agree to comply with all applicable standards,
orders or regulations issued pursuant to the Clean Air Act(42 U.S.C.§7401-7671q)and the
Federal Water Pollution Control Act as amended(33 U.S.C.§1251-1387).Violations must be
reported to the Federal awarding agency and the Regional Office of the Environmental
Protection Agency(EPA).Supplier certifies that during the term of this Agreement it will comply
with applicable requirements as referenced above.
vi) DEBARMENT AND SUSPENSION(EXECUTIVE ORDERS 12549 AND 12689).A contract
award(see 2 C,F.R.§180.220)must not be made to parties listed on the government wide
exclusions in the System for Award Management(SAM),in accordance with the OMB
guidelines at 2 C.F.R.§ 180 that implement Executive Orders 12549(3 C.F.R.§1986 Comp.,p.
189}and 12689(3 C.F.R.§1989 Comp., p.235),"Debarment and Suspension."SAM Exclusions
contains the names of parties debarred,suspended,or otherwise excluded by agencies,as well
as parties declared ineligible under statutory or regulatory authority other than Executive
Order 12549.Supplier certifies that neither it nor its principals are presently debarred,
suspended,proposed for debarment,declared ineligible,or voluntarily excluded from
participation by any federal department or agency.
vii) BYRD ANTI-LOBBYING AMENDMENT,AS AMENDED(31 U.S.C.§1352).Suppliers must
file any required certifications.Suppliers must not have used federal appropriated funds to pay
any person or organization for influencing or attempting to influence an officer or employee of
any agency,a member of Congress,officer or employee of Congress,or an employee of a
member of Congress in connection with obtaining any federal contract,grant,or any other
award covered by 31 U.S.C.§ 1352. Suppliers must disclose any lobbying with non-federal
funds that takes place in connection with obtaining any federal award.Such disclosures are
forwarded from tier to tier up to the non-federal award.Suppliers must file all certifications
and disclosures required by,and otherwise comply with,the Byrd Anti-Lobbying Amendment
(31 U.S.C.§ 1352).
viii) RECORD RETENTION REQUIREMENTS.To the extent applicable,Supplier must comply
with the record retention requirements detailed in 2 C.F.R.§200.333.The Supplier further
certifies that it will retain all records as required by 2 C.F.R.§200.333 for a period of 3 years
after grantees or subgrantees submit final expenditure reports or quarterly or annual financial
reports, as applicable, and all other pending matters are closed.
ix) ENERGY POLICY AND CONSERVATION ACT COMPLIANCE.To the extent applicable,
Supplier must comply with the mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the
Energy Policy and Conservation Act.
x) BUY AMERICAN PROVISIONS COMPLIANCE.To the extent applicable,Supplier must
comply with all applicable provisions of the Buy American Act.Purchases made in
accordance with the Buy American Act must follow the applicable procurement rules calling
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Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5B013F
Exhibit "A"
100124-GPC
for free and open competition.
xi) ACCESS TO RECORDS(2 C.F.R.§200.336).Supplier agrees that duly authorized
representatives of a federal agency must have access to any books,documents, papers and
records of Supplier that are directly pertinent to Supplier's discharge of its obligations under
this Agreement for the purpose of making audits,examinations,excerpts,and transcriptions.
The right also includes timely and reasonable access to Supplier's personnel for the purpose of
interview and discussion relating to such documents.
xii) PROCUREMENT OF RECOVERED MATERIALS(2 C.F.R.§200.322).A non-federal entity
that is a state agency or agency of a political subdivision of a state and its contractors must
comply with Section 6002 of the Solid Waste Disposal Act,as amended by the Resource
Conservation and Recovery Act.The requirements of Section 6002 include procuring only items
designated in guidelines of the Environmental Protection Agency(EPA}at 40 C.F.R.§247 that
contain the highest percentage of recovered materials practicable,consistent with maintaining
a satisfactory level of competition,where the purchase price of the item exceeds$10,000 or
the value of the quantity acquired during the preceding fiscal year exceeded$10,000;procuring
solid waste management services in a manner that maximizes energy and resource recovery;
and establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
xiii) FEDERAL SEAL(S),LOGOS,AND FLAGS.The Supplier cannot use the seal(s),logos,crests,
or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.
xiv) NO OBLIGATION BY FEDERAL GOVERNMENT.The U.S.federal government is not a
party to this Agreement or any purchase by a Participating Entity and is not subject to any
obligations or liabilities to the Participating Entity,Supplier,or any other party pertaining to any
matter resulting from the Agreement or any purchase by an authorized user.
xv) PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS.
The Contractor acknowledges that 31 U.S.C. §38(Administrative Remedies for False Claims
and Statements)applies to the Supplier's actions pertaining to this Agreement or any
purchase by a Participating Entity.
xvi) FEDERAL DEBT.The Supplier certifies that it is non-delinquent in its repayment of
any federal debt. Examples of relevant debt include delinquent payroll and other taxes,audit
disallowance, and benefit overpayments.
xvii) CONFLICTS OF INTEREST.The Supplier must notify the U.S.Office of General Services,
Sourcewell,and Participating Entity as soon as possible if this Agreement or any aspect related
to the anticipated work under this Agreement raises an actual or potential conflict of interest
(as described in 2 C.F.R. Part 200).The Supplier must explain the actual or potential conflict in
writing in sufficient detail so that the U.S.Office of General Services,Sourcewell,and
Participating Entity are able to assess the actual or potential conflict; and provide any
additional information as necessary or requested.
xviii) U.S.EXECUTIVE ORDER 13224.The Supplier,and its subcontractors, must comply with
U.S. Executive Order 13224 and U.S.Laws that prohibit transactions with and provision of
resources and support to individuals and organizations associated with terrorism.
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