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Contract - Genuine Parts Company d/b/a Napa Auto Parts - 8/14/2025 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 (4 day of XAS t1� uS4- 2025, (the"Effective Date")by and between the CITY OF ROUND ROCK,TE ,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# 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. 4910-5616-7731/ss2 �U �.� - � ( U 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 S1,800,000.00, for the term of this Agreement. 5.1 INVOICES All invoices shall include, at a minimum,the following information: 1. Name and address of Vendor; 2 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. 3 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 cmcdowellaroundrocktexas.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." 4 • 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, 5 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: (1)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 East 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. 6 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. 7 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.] 8 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. Genuine Parts •i mp fly By: - - Printed Na e: Art ocher Title: Vice President Fleet/Government/IBS Date Signed: 7/2/2025 City of Ro d Rock,Texas By: Craig Morgan ayo Date Signed: 25 For City,Attest: By: k Ann Frank 2in, City Clerk For City,Approved as to Form: By: Stephanie L. Sandre, City Attorney 9 EXHIBIT"A" io Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit „A„ too I24-GPC Sourcewell it 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 v052824 10 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF 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, v052824 11 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF 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 v052824 12 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 100124-GPC 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 v052824 13 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 100124-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. § 180.2201 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. 1891 and 12689(3 C.F.R. § 1989 Comp., p. 2351, "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. § 13521. 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 v052824 I4 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF 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. v052824 15 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 100124-GPC xix) PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT.To the extent applicable, Supplier certifies that during the term of this Agreement it will comply with applicable requirements of 2 C.F.R. § 200.216. xx) DOMESTIC PREFERENCES FOR PROCUREMENTS.To the extent applicable, Supplier certifies that during the term of this Agreement,Supplier will comply with applicable requirements of 2 C.F.R. §200.322. Article 2: Sourcewell and Supplier Obligations The Terms in this Article 2 relate specifically to Sourcewell and its administration of this Master Agreement with Supplier and Supplier's obligations thereunder. 1) Authorized Sellers.Supplier must provide Sourcewell a current means to validate or authenticate Supplier's authorized dealers,distributors,or resellers which may complete transactions of Included Solutions offered under this Agreement.Sourcewell may request updated information in its discretion,and Supplier agrees to provide requested information within a reasonable time. 2) Product and Price Changes Requirements.Supplier may request Included Solutions changes, additions,or deletions at any time.All requests must be made in writing by submitting a Sourcewell Price and Product Change Request Form to Sourcewell.At a minimum,the request must: • Identify the applicable Sourcewell Agreement number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Included Solutions affected by the requested change, along with the requested change(e.g.,addition, deletion, price change); and • Include a complete restatement of Pricing List with the effective date of the modified pricing, or product addition or deletion.The new pricing restatement must include all Included Solutions offered,even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Agreement and will be incorporated by reference. 3) Authorized Representative. Supplier will assign an Authorized Representative to Sourcewell for this Agreement and must provide prompt notice to Sourcewell if that person is changed.The Authorized Representative will be responsible for: • Maintenance and management of this Agreement; • Timely response to all Sourcewell and Participating Entity inquiries; and • Participation in reviews with Sourcewell. Sourcewell's Authorized Representative is its Chief Procurement Officer. 4) Performance Reviews.Supplier will perform a minimum of one review with Sourcewell per agreement year.The review will cover transactions to Participating Entities, pricing and terms, administrative fees, sales data reports, performance issues, supply chain issues,customer issues, and any other necessary information. 5) Sales Reporting Required.Supplier is required as a material element to this Master Agreement to v052824 16 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 100124-GPC report all completed transactions with Participating Entities utilizing this Agreement. Failure to provide complete and accurate reports as defined herein will be a material breach of the Agreement and Sourcewell reserves the right to pursue all remedies available at law including cancellation of this Agreement. 6) Reporting Requirements.Supplier must provide Sourcewell an activity report of all transactions completed utilizing this Agreement. Reports are due at least once each calendar quarter (Reporting Period). Reports must be received no later than 45 calendar days after the end of each calendar quarter. Supplier may report on a more frequent basis in its discretion. Reports must be provided regardless of the amount of completed transactions during that quarter(i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g.,City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Sourcewell Participating Entity Account Number; • Transaction Description; • Transaction Purchased Price; • Sourcewell Administrative Fee Applied;and • Date Transaction was invoiced/sale was recognized as revenue by Supplier. If collected by Supplier,the Report may include the following fields as available: • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; 7) Administrative Fee. In consideration for the support and services provided by Sourcewell, Supplier will pay an Administrative Fee to Sourcewell on all completed transactions to Participating Entities utilizing this Agreement.Supplier will include its Administrative Fee within its proposed pricing. Supplier may not directly charge Participating Entities to offset the Administrative Fee. 8) Fee Calculation.Supplier's Administrative Fee payable to Sourcewell will be calculated as a stated percentage (listed in Supplier's Proposal)of all completed transactions utilizing this Master Agreement within the preceding Reporting Period. For certain categories,a flat fee may be proposed.The Administrative Fee will be stated in Supplier's Proposal. 9) Fee Remittance. Supplier will remit fee to Sourcewell no later than 45 calendar days after the close of the preceding calendar quarter in conjunction with Supplier's Reporting Period obligations defined herein. Payments should note the Supplier's name and Sourcewell-assigned Agreement number in the memo; and must be either mailed to Sourcewell above "Attn:Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. 10) Noncompliance.Sourcewell reserves the right to seek all remedies available at law for unpaid or underpaid Administrative Fees due under this Agreement. Failure to remit payment, v052824 17 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 100124-GPC delinquent payments, underpayments, or other deviations from the requirements of this Agreement may be deemed a material breach and may result in cancellation of this Agreement and disbarment from future Agreements. 11) Audit Requirements. Pursuant to Minn. Stat. § 16C.05, subdivision 5,the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell and the Minnesota State Auditor for a minimum of six years from the end of this Agreement. Supplier agrees to fully cooperate with Sourcewell in auditing transactions under this Agreement to ensure compliance with pricing terms,correct calculation and remittance of Administrative Fees, and verification of transactions as may be requested by a Participating Entity or Sourcewell. 12) Assignment,Transfer,and Administrative Changes.Supplier may not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Sourcewell. Such consent will not be unreasonably withheld. Sourcewell reserves the right to unilaterally assign all or portions of this Agreement within its sole discretion to address corporate restructurings, mergers, acquisitions, or other changes to the Responsible Party and named in the Agreement.Any prohibited assignment is invalid. Upon request Sourcewell may make administrative changes to agreement documentation such as name changes, address changes,and other non-material updates as determined within its sole discretion. 13) Amendments.Any material change to this Agreement must be executed in writing through an amendment and will not be effective until it has been duly executed by the parties. 14) Waiver. Failure by Sourcewell to enforce any right under this Agreement will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. 15) Complete Agreement.This Agreement represents the complete agreement between the parties for the scope as defined herein.Supplier and Sourcewell may enter into separate written agreements relating specifically to transactions outside of the scope of this Agreement. 16) Relationship of Sourcewell and Supplier.This Agreement does not create a partnership,joint venture,or any other relationship such as employee, independent contractor, master-servant, or principal-agent. 17) Indemnification.Supplier must indemnify,defend, save, and hold Sourcewell, including their agents and employees, harmless from any claims or causes of action, including reasonable attorneys'fees incurred by Sourcewell,arising out of any negligent act or omission or intentional misconduct in the performance of this Agreement by the Supplier or its agents or employees;this indemnification includes injury or death to person(s) or property alleged to have been caused by such negligence or intentional misconduct. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act(Minnesota Statutes Chapter 466)and other applicable law. 18) Data Practices. Supplier and Sourcewell acknowledge Sourcewell is subject to the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13.As it applies to all data created and maintained in performance of this Agreement,Supplier may be subject to the requirements of this chapter. 19) Grant of License. v052824 18 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 100124-GPC a) During the term of this Agreement: i) Supplier Promotion.Sourcewell grants to Supplier a royalty-free,worldwide, non- exclusive right and license to use the trademark(s)provided to Supplier by Sourcewell in advertising, promotional materials,and informational sites for the purpose of marketing Sourcewell's Agreement with Supplier. ii) Sourcewell Promotion.Supplier grants to Sourcewell a royalty-free,worldwide, non- exclusive right and license to use Supplier's trademarks in advertising, promotional materials, and informational sites for the purpose of marketing Supplier's Agreement with Sourcewell. b) Limited Right of Sublicense.The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, partners, or agents(collectively"Permitted Sublicensees")in advertising, promotional, or informational materials for the purpose of marketing the Parties' relationship.Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this section by any of their respective sublicensees. c) Use;Quality Control. i) Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. ii) Each party agrees to use,and to cause its Permitted Sublicensees to use,the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Each party may make written notice to the other regarding misuse under this section.The offending party will have 30 days of the date of the written notice to cure the issue or the license/sublicense will be terminated. d) Termination. Upon the termination of this Agreement for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage,websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. 20) Venue and Governing law between Sourcewell and Supplier Only.The substantive and procedural laws of the State of Minnesota will govern this Agreement between Sourcewell and Supplier.Venue for all legal proceedings arising out of this Agreement between Sourcewell and Supplier will be in court of competent jurisdiction within the State of Minnesota.This section does not apply to any dispute between Supplier and Participating Entity.This Agreement reserves the right for Supplier and Participating Entity to negotiate this term to within any transaction documents. 21) Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable,or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Agreement is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 22) Insurance Coverage.At its own expense,Supplier must maintain valid insurance policy(ies) during the performance of this Agreement with insurance company(ies}licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A-or better,with v052824 19 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" l 00124-GPC coverage and limits of insurance not less than the following: a) Commercial General Liability Insurance.Supplier will maintain insurance covering its operations,with coverage on an occurrence basis,and must be subject to terms no less broad than the Insurance Services Office("ISO"}Commercial General Liability Form CG0001 (2001 or newer edition},or equivalent.At a minimum,coverage must include liability arising from premises,operations, bodily injury and property damage, independent contractors, products- completed operations including contractual liability, blanket contractual liability,and personal injury and advertising injury.All required limits,terms and conditions of coverage must be maintained during the term of this Agreement. • $1,500,000 each occurrence Bodily Injury and Property Damage • $1,500,000 Personal and Advertising Injury • $2,000,000 aggregate for products liability-completed operations • $2,000,000 general aggregate b) Certificates of Insurance. Prior to execution of this Agreement,Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Agreement. Prior to expiration of the policy(ies}, renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219,Staples, MN 56479 or provided to in an alternative manner as directed by Sourcewell.The certificates must be signed by a person authorized by the insurer(s}to bind coverage on their behalf. Failure of Supplier to maintain the required insurance and documentation may constitute a material breach. c) Additional Insured Endorsement and Primary and Non-contributory Insurance Clause. Supplier agrees to list Sourcewell, including its officers, agents,and employees,as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or"work" performed by or on behalf of Supplier, and products and completed operations of Supplier to the extent of Supplier's indemnity obligations herein.The policy provision(s)or endorsement(s}must further provide that coverage is primary and not excess over or contributory with any other valid,applicable,and collectible insurance or self- insurance in force for the additional insureds but only to the extent of Supplier's indemnity obligations herein. d) Waiver of Subrogation.Supplier waives and must require(by endorsement or otherwise}all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Agreement or other insurance applicable to the Supplier or its subcontractors.The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors.Where permitted by law,Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. e) Umbrella/Excess Liability/SELF-INSURED RETENTION.The limits required by this Agreement can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies},or self-insured retention. 23) Termination for Convenience.Sourcewell or Supplier may terminate this Agreement upon 60 calendar days' written notice to the other Party.Termination pursuant to this section will not relieve the Supplier's obligations under this Agreement for any transactions entered with Participating Entities through the date of termination, including reporting and payment of applicable Administrative Fees. v052824 20 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 100124-G PC 24) Termination for Cause.Sourcewell may terminate this Agreement upon providing written notice of material breach to Supplier. Notice must describe the breach in reasonable detail and state the intent to terminate the Agreement. Upon receipt of Notice,the Supplier will have 30 calendar days in which it must cure the breach.Termination pursuant to this section will not relieve the Supplier's obligations under this Agreement for any transactions entered with Participating Entities through the date of termination, including reporting and payment of applicable Administrative Fees. Article 3: Supplier Obligations to Participating Entities The Terms in this Article 3 relate specifically to Supplier and a Participating Entity when entering transactions utilizing the General Terms established in this Master Agreement.Article 1 General Terms control over any conflict with this Article 3.Where this Master Agreement is silent on any subject, Participating Entity and Supplier retain the ability to negotiate mutually acceptable terms. 1) Quotes to Participating Entities.Suppliers are encouraged to provide all pricing information regarding the total cost of acquisition when quoting to a Participating Entity. Suppliers and Participating Entities are encouraged to include all cost specifically associated with or included within the Suppliers proposal and Included Solutions within transaction documents. 2) Shipping, Delivery,Acceptance,Rejection,and Warranty. Supplier's proposal may include proposed terms relating to shipping, delivery, inspection, and acceptance/rejection and other relevant terms of tendered Solutions.Supplier and Participating Entity may negotiate final terms appropriate for the specific transaction relating to non-appropriation, shipping, delivery, inspection, acceptance/rejection of tendered Solutions,and warranty coverage for Included Solutions. Such terms may include, but are not limited to, costs, risk of loss, proper packaging, inspection rights and timelines, acceptance or rejection procedures, and remedies as mutually agreed include notice requirements, replacement, return or exchange procedures, and associated costs. 3) Applicable Taxes. Participating Entity is responsible for notifying supplier of its tax-exempt status and for providing Supplier with any valid tax-exemption certifications}or related documentation. 4) Ordering Process and Payment.Supplier's ordering process and acceptable forms of payment are included within its Proposal. Participating Entities will be solely responsible for payment to Supplier and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. 5) Transaction Documents. Participating Entity may require the use of its own forms to complete transactions directly with Supplier utilizing the terms established in this Agreement.Supplier's standard form agreements may be offered as part of its Proposal.Supplier and Participating Entity may complete and document transactions utilizing any type of transaction documents as mutually agreed. In any transaction document entered utilizing this Agreement,Supplier and Participating Entity must include specific reference to this Master Agreement by number and to Participating Entity's unique Sourcewell account number. 6) Additional Terms and Conditions Permitted. Participating Entity and Supplier may negotiate and include additional terms and conditions within transaction documentation as mutually agreed. Such terms may supplant or supersede this Master Agreement when necessary and as solely v052824 21 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 100124-GPC determined by Participating Entity. Sourcewell has expressly reserved the right for Supplier and Participating Entity to address any necessary provisions within transaction documents not expressly included within this Master Agreement, including but not limited to transaction cancellation,dispute resolution,governing law and venue, non-appropriation, insurance,defense and indemnity,force majeure,and other material terms as mutually agreed. 7) Subsequent Agreements and Survival.Supplier and Participating Entity may enter into a separate agreement to facilitate long-term performance obligations utilizing the terms of this Master Agreement as mutually agreed.Such agreements may provide for a performance period extending beyond the full term of this Master Agreement as determined in the discretion of Participating Entity. 8) Participating Addendums.Supplier and Participating Entity may enter a Participating Addendum or similar document extending and supplementing the terms of this Master Agreement to facilitate adoption as may be required by a Participating Entity. Sourcewell Genuine Parts Company dba NAPA Auto Parts C�Siiggyne�d�by: (�'�,I,',,�yI- �yDoocuuSigpneed by:f A34FEA2A641422. By: COFD2A739D06489._ By: Jeremy Schwartz Bret Robyck Title: Chief Procurement Officer Title: Sr. Vice President 1/9/2025 I 5:34 AM CST 1/8/2025 I 3:33 PM CST Date: Date: v052824 22 Docusign Envelope ID:63O9ADD6-3F2F-4A55-AO1B-A82FE5C5BOBF Exhibit "A" 100124-GPC v052824 23 Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" RFP 100124 - Aftermarket Vehicle Parts and Supplies Vendor Details Company Name: Genuine Parts Company dba NAPA auto Parts Does your company conduct business under any other name? NAPA Auto Parts If yes,please state: 2999 Wildwood Parkway Address: Atlanta, Georgia 30339 Contact: Don Lachance Email: don_lachance@genpt.com Phone: 404-386-4157 Fax: 404-386-4157 HST#: 580254510 Submission Details Created On: Tuesday August 13,2024 07:35:16 Submitted On: Friday September 27,2024 14:12:03 Submitted By: Don Lachance Email: don_lachance@genpt.com Transaction#: 7c568b36-caba-405c-ad6c-adc50f0b6edb Submitter's IP Address: 136.228.217.83 Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" Specifications Table 1: Proposer Identity &Authorized Representatives (Not Scored) General Instructions(applies to all Tables)Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond"N/A"if the question does not apply to you(preferably with an explanation). Table 1 Specific Instructions. Sourcewell requires identification of all parties responsible for providing Solutions under a resulting master agreement(s)(Responsible Supplier). Proposers are strongly encouraged to include all potential Responsible Suppliers including any corporate affiliates,subsidiaries, D.B.A., and any other authorized entities within a singular proposal.All information required under this RFP must be included for each Responsible Supplier as instructed. Proposers with multiple Responsible Supplier options may choose to respond individually as distinct entities, however each response will be evaluated individually and only those proposals recommended for award may result in a master agreement award. Unawarded entities will not be permitted to later be added to an existing master agreement through operation of Proposer's corporate organization affiliation. Line - item Question Response* 1 Provide the legal name of the Proposer Genuine Parts Company dba NAPA Auto Parts authorized to submit this Proposal. 2999 Wildwood Parkway Atlanta Georgia 30339 2 In the event of award,is this entity the Yes Responsible Supplier that will execute the * master agreement with Sourcewell?Y or N. 3 Identify all subsidiaries,D.B.A.,authorized NAPA Auto Parts locations Nationwide. affiliates,and any other entity that will be All 6000 NAPA Auto Parts Stores will delivery solutions for this contract.Genuine Parts responsible for offering and performing delivery of Company dba NAPA Auto Parts Headquarters will facilitate the management of the Solutions within this Proposal(i.e.Responsible administrative fees,reports and legal documents needed for the contract. Supplier(s)that will execute a master agreement with Sourcewell). 4 Provide your CAGE code or Unique Entity DZ8RD2EBBMK5 Identifier(SAM): 5 Provide your NAICS code applicable to 423120 Solutions proposed. 6 Proposer Physical Address: Genuine Parts Company 2999 Wildwood Parkway Atlanta Ga.30339 7 Proposer website address(or addresses): www.genpt.com 8 Proposer's Authorized Representative(name, Bret Robyck Sr.Vice President title,address,email address&phone)(The 2999 Wildwood Parkway Atlanta Ga.30339 representative must have authority to sign Bret_Robyck@genpt.com * the"Proposer's Assurance of Compliance"on 678-934-5166 behalf of the Proposer): 9 Proposer's primary contact for this proposal Don Lachance (name,title,address,email address&phone): National Sales manager Government Fleet 2999 Wildwood Parkway Atlanta Ga.30339 Don l acha n ce@ge n pt.com 404-386-4157 10 Proposer's other contacts for this proposal,if N/A any(name,title,address,email address& phone): Table 2A: Financial Viability and Marketplace Success(50 Points) !Line !Question (Response' I I Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 11 Provide a brief history of your company, Genuine Parts Company,founded in 1928,is a Fortune 200(NYSE:GPC)service including your company's core values, organization engaged in the distribution of automotive replacement parts,industrial business philosophy,and industry longevity replacement parts and electrical/electronic materials. related to the requested Solutions. In 1928,Carlyle Fraser founded GPC with the purchase of Motor Parts Depot in Atlanta,Georgia for$40,000.He then renamed the parts store Genuine Parts Company.The original GPC store had annual sales of$75,000 and had only six employees. Over the last 96 years,GPC,in relationship with NAPA,has grown rapidly as the number of independent car repair garage shops has increased.From the beginning,GPC stressed swift,reliable service to outflank the competition. GPC has continued to grow through the acquisition of other companies in the automotive and industrial industries.Today,the Company serves tens of thousands of customers from more than 3,600 operations in the United States,Canada,Mexico, Australia,New Zealand,Indonesia,Singapore,France,the U.K.,Germany,Poland, the Netherlands,Belgium,and China and has approximately 50,000 employees and annual revenues exceeding$21 billion. With more than 96 years of distribution expertise,GPC's commitment,and reputation for just-in-time service position us as a critical partner in our customers'success. 12 What are your company's expectations in the Our expectations are to engage our 6,000+company owned and independent NAPA event of an award? stores and 52 distribution centers across the US to train their sales team on the benefits of our Sourcewell contract and how to reach out to current and potential members regarding their aftermarket parts needs.Additionally,we plan to service Sourcewell members with national coverage(U.S.)in the category by providing them new equipment to meet their shop equipment needs. NAPA Canada is under the GPC umbrella,but operates as a separate entity.We feel , that Canadian Sourcewell Members can utilize this response.Pricing will be different in terms of the currency and other variables.NAPA Canada also partners with Rural Municipalities Association(RMA),a sister cooperative,on certain contracts in Canada. Between NAPA US and NAPA Canada,we attend dozens of industry events each year that allow us to promote our solutions and our contracting options through Sourcewell. The Sourcewell partnership will be a large part of our marketing and promotional focus over the life of the contract. 13 Demonstrate your financial strength and stability GPC has had 96 years of profitable growth and 65 years straight of increased dividends with meaningful data.This could include such to our Stock Holders.Our company results are made public and are posted under the items as financial statements,SEC filings.credit Investor page at www.genpt.com.We have also included our 2023 Annual Report in the and bond ratings,letters of credit,and detailed attached documents for this RFP. reference letters. Upload supporting documents(as applicable)in the document upload section of your response.DO NOT PROVIDE ANY TAX INFORMATION OR PERSONALLY IDENTIFIABLE INFORMATION. 14 What is your US market share for the NAPA Auto parts has a 9%market share of the overall Automotive parts sales in the Solutions that you are proposing? US. 15 What is your Canadian market share for the NAPA Auto parts has approximately 6%of the Canadian Automotive parts market. Solutions that you are proposing? 16 Disclose all current and completed bankruptcy None,There have been no Bankruptcy proceedings for Genuine Parts Company dba proceedings for Proposer and any included NAPA Auto Parts possible Responsible Party within the past seven years.Proposer must provide notice in writing to • Sourcewell if it enters a bankruptcy proceeding at any time during the pendency of this RFP evaluation. Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit „A„ 17 How is your organization best described: is it a Our company is both a distributor/dealer/reseller and a service provider with respect to manufacturer,a distributor/dealer/reseller,or a this contract and is authorized to act as such for the products and services proposed in service provider? Answer the question that best this RFP. applies to your organization,either a)or b). a) Distributor/Dealer/Reseller: GPC/NAPA has an internal supply chain of NAPA a) If your company is best described as a branded aftermarket parts and supplies that we distribute through our 52 distribution distributor/dealer/reseller(or similar entity), centers and 6,000+retail stores in the US and eight distribution centers and 600+ retail provide your written authorization to act as a locations in Canada.These stores are a mix of company-owned and independent distributor/dealer/reseller for the manufacturer locations that exclusively are authorized to distribute aftermarket NAPA branded parts. of the products proposed in this RFP. If The NAPA catalog of parts contains more than 565,000 SKUs of automotive parts. applicable.is your dealer network supplies,tools and equipment. Our network of 52 distribution centers and 6,000 retail independent or company owned? stores(4100 independent and 1,900 company)are the only authorized distributor and b) If your company is best described as a reseller of the parts that we propose in this RFP. manufacturer or service provider,describe Our 4,100 independent stores will all be bound by this agreement and will be your relationship with your sales and service authorized to sell per our Sourcewell contract.should we be awarded. force and with your dealer network in delivering b)Not only is NAPA a distributor of parts.but we leverage our distribution chain that the products and services proposed in this RFP. gives nightly access to inventory at all distribution centers,parts delivery Are these individuals your employees.or the services.and our relationships with vendors that allow Sourcewell customers to order employees of a third party? directly when needed to support their fleets. 18 If applicable,provide a detailed explanation GPC has all the licenses necessary to purchase,warehouse,transport and distribute for outlining the licenses and certifications that are the commerce contemplated in this REP.We hold these licenses and certifications in both required to be held.and actually held, by Canada,all 50 States in the US.Guam,Mexico,Australia,and Europe for the products your organization(including third parties and we distribute and services we provide throughout these countries. * subcontractors that you use)in pursuit of the business contemplated by this RFP. 19 Disclose all current and past debarments or GPC has not been suspended or disbarred from the delivery of parts or services suspensions for Proposer and any included outlined in this RFP. possible Responsible Party within the past seven years. Proposer must provide notice in writing to Sourcewell if it enters a debarment or suspension status any time during the pendency of this RFP evaluation. 20 Describe any relevant industry awards or In 2021 NAPA Auto Parts automotive division and our Integration business operations recognition that your company has received in combined to win the 2021 Legacy award with Sourcewell. the past five years. In 2019,Jett Kuntz,Vice President of NAPA IBS,was awarded the Sourcewell Pioneer award at Sourcewell's H2O conference for his vision,commitment and drive to grow our current contracts with Sourcewell. In the last five years.our contracts have grown exponentially through Jett's and the NAPA Fleet team's commitment to cooperative purchasing. In their press release announcing the award,Sourcewell stated: "Jett has supported Sourcewell's mission beyond cooperative purchasing.He shows great respect for other people in a manner that is rarely as authentic and genuine. He is committed to the cause,confident in supporting what they commit to,and willing to go where others cannot see a way.And like the other Sourcewell Pioneers,he has always been willing to share information and ideas with fellow vendors to help them grow their contracts. He was part of our 1st Vendor Advisory Committee and remains an active committee member helping guide our growth and represent the vendor voice as we plan for Sourcewell's future."Our parts supply business is also awarded with the successes of our customers. Over the past decades our NAPA customers have received hundreds of local and national awards. In Government Fleet Magazine's 2019 Leading Fleet Awards,dozens of fleet organizations received awards of operational excellence and have attributed part of their success to NAPA.These awards are given to the best fleets for their use of industry best practices,forward-thinking initiatives and in many cases revolutionary contracting solutions.This is one of the highest honors in government fleet business. 21 What percentage of your sales are to the In the past three years,we have exceeded 15%percent of our Automotive Fleet Parts governmental sector in the past three years? Group sales in the government sector. 22 What percentage of your sales are to the Of our government business, approximately 12 percent of our sales are in the education sector in the past three years? education market(K-12,Higher Education). Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 23 List all state,cooperative purchasing agreements Sourcewell-Aftermarket Parts and IBS$160,000.000 that you hold.What is the annual sales volume NASPO ValuePoint-Aftermarket Parts,Tools&Equipment$56,000,000 for each of these agreement over the past three E&I Educational Cooperative$1,000,000 years? Texas BuyBoard-Aftermarket Parts Oils&Lubricants$1,000.000 Axia$1,000,000 ST of GA$15,000,000 St of TN$6,000,000 ST of WA$10,500,000 ST of NJ$6,800,000 ST of MA$6,500,000 ST of VA$4,500,000 ST of LA $4,600,000 ST of CA $5.800,000 ST of VW $4,000,000 ST of CT $3,000,000 24 List any GSA contracts or Standing Offers and GPC/NAPA holds no GSA schedules at this time. Supply Arrangements(SOSA)that you hold. What is the annual sales volume for each of • these contracts over the past three years? Table 28: References/Testimonials Line Item 25. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name• Contact Name• Phone Number* State of California Yolanda Tutt 279-946-8401 Department of General Services • Procurement Division State of Georgia Mary Zirock 404-631-1218 Chief Procurement Officer mzirock@dot.ga.gov City of Sacramento,CA Mark Stevens 916-808-5869 , Fleet Manager mstevens©cityofsacramento.org Table 3: Ability to Sell and Deliver Solutions(150 Points) Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers,the number of workers(full-time equivalents)involved in each sector,whether these workers are your direct employees(or employees of a third party), and any overlap between the sales and service functions. Line Question Response* Item 26 Sales force. Total Estimated U.S.&Canada GPC Employees=51,000 We have a national Sourcewell sales initiative managed through Don Lachance, NAPA's government fleet sales manager.Our 52 distribution centers also have dedicated Territory Sales Managers,Commercial Sales Managers and Wholesale Managers,comprising 400+sellers directly in the market.Finally,our 6.000+NAPA stores have their own direct sales teams to help promote Sourcewell opportunities. All in, NAPA has more than 7.000 people who have a responsibility to promote and sell the Sourcewell contract in the U.S.and Canada. Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Fxhihit "A" 27 Describe the network of Authorized Sellers 'GPC in 2024 owns and operates 52 distribution centers located throughout the United who will deliver Solutions,including dealers. States that have return privileges with most of their suppliers,which protects GPC from distributors.resellers,and other distribution inventory obsolescence. methods. These distribution centers are located in 40 states and service approximately 1,900 domestic company-owned NAPA AUTO PARTS stores located in 45 states and 'approximately 4.100 independently owned NAPA AUTO PARTS stores located in all 50 states. NAPA stores,in turn,sell to a wide variety of customers in the automotive aftermarket.Collectively,these independent automotive parts stores account for approximately 55%of the total U.S.APG sales and 20%of GPC's overall total sales. When a Sourcewell member customer orders a part,directly or online,the first resource to fulfill that request will be the nearest NAPA servicing store. If the part is in stock,it will be delivered to the customer within an agreed upon time frame, and maybe included in a daily/nightly shuttle delivery. If the part is not in stock at the nearest store,secondary and .tertiary NAPA stores will be sourced from and the part will be included in a one-off or scheduled delivery. In situations where the part is not available at any nearby NAPA stores,our Distribution Centers carry millions of dollars of inventory that can be used to fulfill the request.As a final resort.we can always contact the part manufacturer directly to explore direct sourcing options. In all situations,there is a local team of sourcing experts who are dedicated to fulfilling all requests by Sourcewell members 28 Service force. As mentioned in our response to Question#26,we have more than 51.000 people dedicated to ensuring the parts Sourcewell customers need are available and delivered on time across the US and Canada. From a product availability standpoint,having 52 DCs enables NAPA to provide product as close to the customer as possible in most states including Alaska, Hawaii,and most US Territories.This is facilitated through the DC delivery process of deliveries to all 6000 stores a minimum of 5 times per week. NAPA uses a process of vehicle registration and product data to stock our DCs and stores by ZIP code.This ensures that we have a market specific product mix in each of our stores. NAPA's DCs have on average$6-$IOM in inventory.Store sizes vary in size and scope,but with 6,000 in the US alone,we have one of the best store footprints in the automotive aftermarket. NAPA has 6000 thousand stores with between 2 and 6 delivery vehicles per store servicing the Sourcewell members and hundreds of tractor trailers delivering to the stores each night. Our personnel in each distribution center provide a comprehensive mixture of sales and product specialists that are available to service Sourcewell members.The list below illustrates the positions and the individuals focused on the sales and services ,contemplated in this RFP: •Sales Manager •District Manager •Wholesale Manager •Business development Managers •Major Account Government Sales Manager •Territory Sales Managers 3 to 5 •Business Development managers(Outside Sales Representative)one per GPC owned store,2 to 25,depending on the number of company-owned stores •Store Sales Counter people •Independent NAPA store owners, outside sales.and counter people In total,there are nearly 10,000 people involved in the distribution of parts to,and customer satisfaction of,all of our Sourcewell member partners. The following is a look at the overall process flow for selling and managing Sourcewell contracts, along with which teams are involved at each stage: 1. NAPA HQ team sets standard operating procedures.2. Sales force promotes the contract to customers. 3. Service force executes contracts and opens and manages sites. 4. Marketing team conducts regular business reviews to promote contract retention. 5. HQ team ensures compliance.reporting and overall growth 29 Describe the ordering process. If orders will be All orders will go through the local servicing NAPA stores.Via Electronic ordering,phone, handled by distributors,dealers or fax or a walk in visit to our NAPA store. Orders and returns will follow the same process others.explain the respective roles of the through the servicing NAPA store. Proposer and others. Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID.6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" 30 Describe in detail the process and Our customer service program begins when the customer places an order and stays procedure of your customer service involved throughout the lifecycle of each order and the overall contract.When customers program.if applicable. Include your place an order directly with their servicing NAPA store,online via NAPA ProLink,or response-time capabilities and through a punch-out in their enterprise system.customer service functionality is built into commitments,as well as any incentives that the process to address questions and issues as they arise.When it comes to delivery help your providers meet your stated times. NAPA's standard metrics are as follows: service goals or promises. •In-Stock Parts Ordered Delivered within 60 minutes or less •Non-Stocked Parts Ordered Delivered the next day •Rare or Special Parts Ordered Delivered within 2 days NAPA has a special delivery feature that other providers do not offer. In the case of a special order part that is not available at local stores or distribution centers,Sourcewell members can access ordering from the manufacturer directly through NAPA Xpress,a function of our ProLink online cataloging portal. For example.if a city requires a one-off starter for an uncommon police vehicle and the local NAPA store and distribution center network does not have the part in stock,they can use NAPA Xpress to connect to that starter's manufacturer and have the part shipped directly to them,even next day,via UPS. NAPA Xpress is also available when ordering from a store via phone-the ordering member just needs to request direct to customer shipping. Finally,our customer service program continues after the purchase to support warranty claims on qualified products.as well as core credit and return processing. In the case of such types of return transactions. NAPA's local team is there to facilitate the process with the local NAPA DC or directly with product manufacturers to get each Sourcewell member the parts they need and the credits they are owed. 31 Describe your ability and willingness to GPC/NAPA is a current Sourcewell contract holder and is able and willing to provide all provide your products and services to parts and services expressed in this RFP.We have a mix of company-owned and Sourcewell participating entities. independent NAPA stores across the country that are fully bought in on participating in any agreement that arises from this proposal.While it is up to the individual independent stores to decide whether or not to participate,any store that elects to do so will generally do so under the terms proposed and agreed upon here. We have outlined our service and distribution network in several questions so far,so we would like to discuss our ability to promote this contract,if awarded.We have learned that educating our dealer locations on the specifics of the Sourcewell contract and their ` responsibilities to seek out lists of target Sourcewell contracting agencies is the first line of success for NAPA and Sourcewell. We also have a headquarters support network that helps us stay on track with our commitments to Sourcewell and its members by monitoring contract activity and promoting the cooperative purchasing message across our entire enterprise. The ability to provide these products and services starts and ends with effective communication and execution of the program to our 6,000 stores that deliver the value to Sourcewell members daily. 32 Describe your ability and willingness to NAPA Auto Parts(UAP Inc.)has a wealth of resources, both in the field and in the office provide your products and services to across Canada to implement large agreements such as requested by Sourcewell.We Sourcewell participating entities in Canada. have resources at our head office in Montreal as well as in each region including the Pacific/west.Ontario,Quebec and the Atlantic. NAPA will allocate the necessary resources to ensure Sourcewell's needs are met. Across Canada,we have over 4,800 full-time direct employees servicing our stores, distribution centers and offices.We have a mix of company-owned and independent NAPA stores across the country that are fully bought in on participating in any agreement that arises from this proposal.While it is up to the individual independent stores to decide whether or not to participate,any store that elects to do so will generally do so under the • terms proposed and agreed upon here. The NAPA Auto Parts Division is a network made up of automotive parts and accessories stores and paint and body product stores.We have nearly 600 NAPA Auto Parts stores across Canada and over 50 NAPA CMAX Paint and Body Shop Supply Stores. It also includes 8 distribution centers across Canada including the Atlantic,Quebec. Ontario.West and Pacific regions. Including 1 logistic center in Long Sault,Ontario. Napa will be supporting the Sourcewell contract amongst 4 regions across Canada: Atlantic, Quebec.Ontario and the Western region. NAPA Canada also partners with Rural Municipalities Association(RMA),a sister cooperative,on certain contracts in Canada. 33 Identify any geographic areas of the United NAPA has a strong presence in every region and is fully capable of serving the entire US States or Canada that you will NOT be fully and Canadian geographical locations described in this RFP of current and future members serving through the proposed agreement. and represented associations. NAPA has a national presence from coast to coast across both the US and Canada. Thanks to our 6.000-store US and 600-store Canadian network and our strategic distribution center locations,we can meet all members'needs in a short amount of time,wherever they are operating 34 Identify any account type of Participating NAPA stores will cover all 50 states and all areas in those states with same to next day Entity which will not have full access to your service. NAPA also services all 10 provinces in Canada through this contract with 600 Solutions if awarded an agreement.and the NAPA Canada/UAP stores that can offer the same services at the Canadian pricing reasoning for this. provided in this RFP Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Fxhihit "A" 35 Define any specific requirements or There are no general contract restrictions that apply to any location in the US that restrictions that would apply to our NAPA services,including Hawaii,Alaska and US Territories. , participating entities in Hawaii and Alaska and in US Territories. 36 Will Proposer extend terms of any awarded Depending on the entity and there qualifications as a non-profit we can extend terms to master agreement to nonprofit entities? non-profits but many Master agreements do not offer contract abilities and pricing to non- profits as Sourcewell does.We rely on Sourcewell for most of our Non-profit Master agreements. Table 4: Marketing Plan (100 Points) Line Question Response* Item 37 Describe your marketing strategy for NAPA's general marketing program strategy to promote the contract nationally will be to promoting this opportunity. Upload provide a full array of marketing flyers,sales sheets,and announcements through representative samples of your announcement bulletin utilization for both the new award and updates during the contract marketing materials(if applicable)in period.The implementation of those aspects will bring visibility to the Sourcewell member in the document upload section of your our stores through the mobilization of our field sales force. response. Specific training videos have already been put in place in support of the contract we currently have to train sales management,store owners,outside salespeople,and store employees. This training will directly increase the marketability of the contract throughout our sales organization.Co-branding of our logos will be incorporated on these pieces to inform the recipients of our"regular"marketing collateral to inform that NAPA is a Sourcewell contract holder. If awarded,Sourcewell contract details will be communicated through our national bulletin process. This program bulletin communicates to all 6,000 stores,Field Sales Management,and all direct sales teams the specifics of the new contract,the contract pricing,and the intent of the program through the contract award. Once published,the bulletin will be available through our internal website entitled NAPA Connect.This site is where all stores and field management go to see and understand all the national account programs that NAPA provides to its stores. If awarded,Sourcewell will continue to be classified in our national account programs. NAPA has a great deal of system or legacy knowledge built into our culture based on the number of years that we have enjoyed the contractual relationship,but our communication will not take that for granted. NAPA has a national team dedicated to marketing and growing our most important contracts, including everything Sourcewell.In addition to training this team on selling the value of our Sourcewell contract,we have headquarters-driven digital and print marketing efforts as well. Below are several examples of our available marketing materials and efforts and samples will be provided as attached documents. •Salesforce.com-customer relationship management software that has been customized to track communications,lead progress,contract status,success metrics and more for Sourcewell prospects and existing customers.This allows our sales team to sell the program more efficiently. •Print Materials-marketing materials available to our sales team and customers include Sourcewell customer case studies,Sourcewell benefits and process flyers, customer information packet content and more. •Presentation Materials-our team has access to a predeveloped suite of digital content and presentation materials(PowerPoint slides)that promote the benefits of implementing Sourcewell contracts. •Video Content-we are in the process of developing specific video content that discusses Sourcewell opportunities with existing IBS customers using the contract.These videos will be available for use in presentations,on our website,on social media and more. •Fleet Industry Events-NAPA sales and marketing experts attend more than 50 industry events across the US and Canada each year and we make specific efforts to promote the Sourcewell contract at each one where it applies.Some of the most significant industry events we attend on a regular basis include: National Events o NAFA I&E www.NAFA.org o Government Fleet Expo(GFX)www.governmentfleetexpo.com o Fleet-Con presented by Fleet Pros www.Fleet Pros.org Regional Events o Florida Association of Government Fleet Administrators(FLAGFA) www.FLAGFA.org o Georgia Association of Pupil Transportation(GAPT) www.GAPTonline.org Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Fxhihit "A" 38 Describe your use of technology and NAPA Marketing employs a team of experts dedicated to effectively driving web traffic to digital data(e.g..social media, various NAPA websites that promote our products and contract opportunities.The team uses metadata usage)to enhance marketing search engine optimization strategies, including site metadata,to reach the widest possible effectiveness. audience of qualified decision makers for Sourcewell entity prospects and current members. Social media,such as Linkedln,is an avenue we use to both network with fleet decision makers who we can educate about Sourcewell and promote events that we will be participating in.We further participate on event websites, in digital newsletters and email blasts and mobile apps. We also promote customer and vendor awards that tie into our Sourcewell offering to grow awareness and interest in the contract.All social media efforts are tracked so we can optimize our performance with respect to driving interest in this contract. 39 In your view.what is Sourcewell's role in We feel it is our job to educate our sales team on Sourcewell and make it an integral part of the promoting agreements arising out of this way they sell our aftermarket solutions to governments.The materials and tools we provide to REP?How will you integrate a our team have been developed specifically to this end and every applicable customer we meet Sourcewell-awarded agreement into your with is presented the Sourcewell contract option.While we will continue to drive the success of sales process? this partnership,there are clearly defined ways in which Sourcewell can help the marketing effort: •Marketing Materials-Sourcewell can provide materials that help train our specialists and educate our customers on the benefits and procurement process of using Sourcewell contracts. •Continuing Education-provide our team with access to Sourcewell knowledge through online training,live and digital seminars,trade show involvement and personal consulting via phone calls with your team. •Government Contacts-supply direct access to government fleet and procurement decisionmakers who have expressed interest to you in the Sourcewell contract. •Legislation-continue to drive legislative approval across the US and Canada for the ability to adopt Sourcewell contracts 40 Are your Solutions available through an Yes.our products are available through e-procurement and other digital platforms and we e-procurement ordering process?If so, have a large number of government customers using these ordering vehicles today.The describe your e-procurement system and following are a few of the most common digital methods used to order from us: how governmental and educational •NAPA Online:Our primary online ordering portal,www.NAPAOnline.com offers a catalog customers have used it. of more than 560,000 parts and supplies that are available to Sourcewell members today. Ordering online allows stock and hot-shot orders to be placed by an agency and fulfilled through the local servicing NAPA store or distribution center in the most timey way possible. •NAPA ProLink:NAPA ProLink is another exclusive online ordering and messaging system for customer shops to order NAPA branded parts from our stores or distribution centers. It * gives the customer direct digital access to our catalog of more than 560,000 SKUs,all available on this contract. •Enterprise E-Procurement: NAPA has the capability to provide digital cataloging through punchouts and EDI interfaces placed directly within a customers enterprise procurement system.On our e-commerce website.www.NAPAIBIZ.com,we show companies that use large eProcurement programs how to register with NAPA to access our NAPA catalog. Platforms supported include Ariba,SAP,Oracle,Epicor,Ketera, Jaggaer. Proactis/Perfect Commerce.Coupa and more.We also offer digital warehousing solutions with JD Edwards and Manhattan products. Table 5A: Value-Added Attributes (100 Points) Line Question Response* Item 41 Describe any product,equipment. Product training on all diagnostics available through NAPA AutoTech program and available maintenance.or operator training online at www.NAPATraining.com.This is a fee-based training comprehensive program for programs that you offer to classroom and web.Training/maintenance offered by most NAPA suppliers.much at no cost. Sourcewell participating entities. No training is standard as expertise will vary from one employee to another,all training is to be Include details,such as whether scheduled and discussed.All NAPA Tools&Equipment suppliers offer training is standard or optional,who suggested maintenance procedures for products sold This would include proper installations, provides training,and any costs that safety procedures and contacts for on-site installations. NAPA provides training on many levels. apply. Technician Training: a. Designed for the professional technician. b. Provided by professional certified trainers c. Shop Management Training d. Designed for the professional technician,shop managers e. Provided by professional certified trainers Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Fxhihit "A" 42 Describe any technological NAPA's proposal covers multiple technological advances in the following: advances that your proposed •Electronic Ordering Solutions offer. •Product Information •Diagnostic Repair •eProcurement •Audit process •Mechanical Shop and Body Shop Estimators •System integration,Shop management integration,ordering-NAPA currently integrates with dozens of shop management programs •ProLink is one of the industry's best electronic ordering interfaces.It provides catalog lookups,part images,and job"kits",recalls last and common orders,and loads specific vehicles(which are perfect with fleets with the same type vehicles)and more. •ProLink shows parts price and availability at the local NAPA store,as well as the store's supplying DC ProLink can be used to compare contract price with that of list so that price verification can be utilized at the time of ordering eliminates the need for calling and faxing;ordering is done online. NAPA can work with government agencies to provide special pricing on Mitchell On Demand: •This is a web and PC based program that aids Sourcewell members to estimate repairs for authorization. •Provide OE repair procedures and diagnostic aids. •Track labor and supplies to a specific asset. •Color wiring diagrams •Technical specifications that include optional Medium and Heavy Duty applications •Flow Charts •Technical Service Bulletins •Maintenance Schedule 43 Describe any"green"initiatives that Our full Corporate Sustainability Plan will be provided as an attachment to this proposal.It is relate to your company or to your also available on our Sustainability page on www.genpt.com. Solutions,and include a list of the Environmental stewardship is an integral certifying agency for each. part of who we are and how we do business.Our commitment to protect and preserve the environment focuses on high-impact areas where we can make a measurable difference for our teammates, suppliers,customers,communities and investors. RCI-Safe Solutions-Our Sustainability partner-has officially launched GPC's sustainability awareness efforts.Look for GPC's new GROW program to highlight specific environmental efforts made by employees.The GROW program focuses on targeted campaigns that emphasize personal responsibility and spotlights GPC's environmental heroes.GROW promotes a renewed approach of how to Reduce, Reuse and Recycle. GPC has the following priorities in place in terms of our Green Program • Reduce Air Emissions/Efficient Delivery Routing • Identify Pollution Prevention Opportunities • Communicate the Message • Practice Water Conservation • Reduce Fuel Consumption • Minimize Operational Waste • Implement Energy Conservation • Provide Green Products and Services NAPA Markets and Sells Many Green Initiative Products • Smart Washers • Challenger Water In-Ground Lifts • 3M lead free wheel weight system • Schumacher solar battery charger/maintainers • Energy Logic-waste oil burners • Vortex waterborne auto paint-no solvents • Valvoline Next Gen oil-made with recycled oil • Recycled Batteries, remanufactured electrical and steering components NAPA also has a detailed sustainability plan that is monitored and reported on annually.One of the three pillars of this plan is environmental sustainability and some of the results we have achieved are as follow: NAPA Fleet Management • Recycles more than 20 tons of tires annually • Recycles more than 3.500 gallons of oil annually General Recycling • More than 7,800 lbs.of cardboard annually • More than 6,400 lbs.of other waste annually Energy Efficiency • More than 750 lighting retrofits completed that reduced more than 52 million lbs.of CO2 Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Fxhihit "A" 44 Identify any third-party issued eco- Please see our complete Sustainability guide attached to this RFP labels,ratings or certifications that response. your company has received for the At this time,our sustainability reporting is Solutions included in your Proposal aligned to SASB and TCFD frameworks. related to energy efficiency or We continue monitoring the regulatory conservation,life-cycle design landscape in the U.S.and internationally, (cradle-to-cradle),or other including the recent proposed rule green/sustainability factors. from the U.S.Securities and Exchange • Commission(SEC)to mandate standardized ESG disclosures for public companies,as well as the Corporate Sustainability Reporting Directive(CSRD) rules in Europe.We will update our approaches and reporting to comply with regulatory changes as they occur.ustainability page at www.genpt.com. 45 What unique attributes does your GPC has the capability to offer the following custom and unique value adds. company,your products,or your • Integrated Business Solutions:existing Sourcewell Contract services offer to Sourcewell • Motion Industries participating entities?What makes -4,800,000 SKUs of MRO and Industrial components and supplies to 150,000 MRO and OEM your proposed solutions unique in Customers through 10 distribution centers,through-470 branches and 53 Service Centers, your industry as it applies to www.motionindustries.com Sourcewell participating entities? o NAPA Filters-www.napafilters.com, o NAPA Heavy Duty-www.napaonline.com o NAPA Undercar,www.napaonline.com o NAPA Electrical Sales and Under hood,www.napaonline.com o Martin Senour-Paint,www.martinsenour.com o Balkamp,www.balkamp.com o NAPA Tools and Equipment,www.napaonline.com o NAPA Brakes,www.napabrakes.com o NAPA Heating and Cooling,www.napabeltshose.com • NAPA TRACS-Total Repair Automotive Computer System-powerful estimating, technical information and shop management solutions-www.napatracs.com • IBIZ-described above www.napaibiz.com • NAPA AutoCare Centers,www.napaautocare.com Largest network of independently owned automotive technicians in the US.-15,000 • automobile,truck,and collision centers MIC-Market Place Inventory Classification This is the process that uses RL Polk data and additional registrations of fleet and leased vehicles in all NAPA markets to determine proper stocking levels in stores and DCs.This means less downtime at the Sourcewell Members repair facility due to NAPA having more and more of the right parts on the shelves. Mitchell 1,and Mitchell On Demand-Described above-www.mitchelll.com As mentioned,one of the most unique features of our service is the ability to integrate a customer's fleet software/work order management system into our inventory platform.This kind of integration seamlessly shares data between the two interfaces and allows work order,parts order,vehicle status,billing,reporting and other data to pass automatically between the two.This increases technician productivity and data accuracy by letting the customer know exactly where their parts are and attaching every part ordered to a specific unit and work order.Some of our integrations even perform automated invoice reconciliation,extending the benefits beyond the shop and into customer administrative and accounting departments. Some examples of our most successful integrations with third-party software systems available today include AssetWorks(FA,M5),Faster,RTA,Dossier,Chevin and many more. Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts Docusign Envelope ID:6309ADD6-3F2F-4A55-A01B-A82FE5C5BOBF Exhibit "A" Table 58: Value-Added Attributes Line Item Question Certification Offered Comment 46 Select any Women or r Ye Genuine Parts Company is a publicly traded corporation.Thus,we Minority Business Entity r. s are not a WMBE or SBE. (WMBE),Small No However,expanding opportunities for small and women and Business Entity minority owned businesses is (SBE),or veteran important at NAPA.A strength of the NAPA capabilities for this owned business RFP is that we are not all certifications that your corporate stores centered around a large corporate office,but we company or hub are a collection of partners have obtained. thousands of small businesses that can support the Sourcewell Upload documentation contract and its members' and a listing of purchasing goals. dealerships,HUB Our main distribution and sales channel to Sourcewell members partners or re-sellers if and prospective members available.Select all that will be through our 6,000 retail outlets,4,500 of which are apply. independently owned and operated NAPA Automotive and Truck Parts stores.Based on the size and geography of these locations,many may be qualified as SBEs,WBEs.DBEs and some in HUB Zones. As a corporation overall,we still maintain strict guidelines on diversity and inclusion in our operations. Our commitment to-and appreciation for-diversity and inclusion at Genuine Parts Company is a part of everything we do.You can see it every time we interact with customers,collaborate with colleagues and partner with members of the community. Across our Company,we value diversity and benefit from the exceptional insights,talents and experiences of our workforce.We believe that by embracing the differences and similarities of each individual,the work environment improves for our employees and enhances our overall business performance 47 Minority Business C Enterprise(MBE) a Ye 48 Women Business r s Enterprise(WBE) a No 49 Disabled-Owned r Ye Business Enterprise r: s (DOBE) No 50 Veteran-Owned r• Ye Business Enterprise r: s (VBE) No 51 Service-Disabled C Veteran-Owned a Ye Business s (SDVOB) _ No 52 Small Business r Enterprise(SBE) a. Ye 53 Small Disadvantaged C s Business(SDB) a No 54 Women-Owned Small r Business(WOSB) Ye s No Ye s No Ye s No Table 6: Pricing (400 Points) Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts