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 141k day ofAADS
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
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C. Effective Date means the date set out in the introductory paragraph above.
D. Goods and Services mean the specified services,supplies,materials,commodities,
or equipment.
E. Vendor means Genuine Parts Company d/b/a "NAPA Auto Parts," or any
successors or assigns.
2.1 EFFECTIVE DATE AND TERM
A. This Agreement shall remain in full force and effect until it expires as indicated
below or is terminated in accordance with Section 14.0.
B. The term of this Agreement shall begin with the Effective Date and end on the 10th
day of January, 2029.
3.1 SCOPE OF WORK
A. The goods and related services which are the subject matter of this Agreement are
described generally herein and referenced in in the attached Exhibit"A," incorporated herein by
reference for all purposes
B. This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
C. Vendor shall satisfactorily provide all deliverables and services described herein
and referenced in Exhibit "A" within the contract term specified. A change in the Scope of
Services or any term of this Agreement, including bonding requirements, must be negotiated and
agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as
described herein.
4.1 COSTS
A. In consideration for the Goods and Services to be provided by Vendor, City agrees
to pay Vendor the amounts set forth in Exhibit"A."
B. The City is authorized to pay the Vendor an amount not-to-exceed$1,800,000.00,
for the term of this Agreement.
5.1 INVOICES
All invoices shall include, at a minimum,the following information:
1. Name and address of Vendor;
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2. Purchase Order Number;
3. Description and quantity of items received; and
4. Delivery dates.
6.1 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement if the governing body of City
does not appropriate funds sufficient to purchase the Goods and Services as determined by City's
budget for the fiscal year in question. City may affect such termination by giving the Vendor
written notice of termination.
7.1 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives Goods and
Services under this Agreement,the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the Goods and Services, whichever is
later. Vendor may charge interest on an overdue payment at the rate in effect on September 1 of
the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b).This Prompt Payment Policy does not apply to payments
made by City in the event:
1. There is a bona fide dispute between City and Vendor, a contractor, subcontractor,
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
2. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
8.1 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts,or otherwise
were offered or given by Vendor or its agents or representatives to any City officer, employee or
elected representative with respect to the performance of this Agreement. In addition,Vendor may
be subject to penalties stated in Title 8 of the Texas Penal Code.
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9.1 TAXES
City is exempt from Federal Excise and State Sales Tax;therefore,tax shall not be included
in Vendor's charges.
10.1 INSURANCE
Vendor shall meet all insurance requirements set forth in Co-op Contract# 100124 GPC.
11.1 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Chad McDowell,Director
General Services Department
221 E. Main Street.
Round Rock, TX 78664
(512)341-3191
cmcdowell@roundrocktexas.gov
12.1 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
13.1 DEFAULT
If Vendor abandons or defaults under this Agreement, Vendor shall be declared in default
of this Agreement if it does any of the following and fails to cure the issue within thirty (30)days
of receipt of written notice:
1. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
2. Becomes insolvent or seeks relief under the bankruptcy laws of the United States
and is unable to perform its material obligations under the Agreement.
14.1 TERMINATION AND SUSPENSION
A. Either party has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon written notice to the other party, the "Date of
Termination."
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B. In the event of any default by either party,the non-defaulting party has the right to
terminate this Agreement for cause, upon ten (10)days' written notice to the defaulting party.
C. In the event either party terminates under subsections(A)or(B)of this section,the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty(30)days after the Date of Termination, Vendor shall
submit a statement showing in detail the goods and/or services satisfactorily performed under this
Agreement up to the date of termination. City shall then pay Vendor that portion of the charges, if
undisputed. The parties agree that Vendor is not entitled to compensation for services it would
have performed under the remaining term of the Agreement except as provided herein.
15.1 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns,officers,employees and elected officials harmless from and against all suits,actions, legal
proceedings, claims, demands, damages, costs, expenses, reasonable attorney's fees, and any and
all other costs or fees arising out of,or incident to, concerning or resulting from the negligent acts
or omissions or intentional misconduct of Vendor, or Vendor's agents, or employees, in the
performance of Vendor's obligations under this Agreement. Nothing herein shall be deemed to
limit the rights of City or Vendor (including, but not limited to the right to seek contribution)
against any third party who may be liable for an indemnified claim.
16.1 COMPLIANCE WITH LAWS, CHARTER, AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws,the Charter and Ordinances of the City of Round Rock,
as amended,and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and(2)will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel
during the term of this Agreement.
C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten(10)full-time employees for a value
of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy,
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guidance, or directive that discriminates against a firearm entity or firearm trade association, and
it will not discriminate during the term of this Agreement against a firearm entity or firearm trade
association.
D. In accordance with Chapter 2274,Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten(10)full-time employees for a value
of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a
provision verifying that it: (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.
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19.1 APPLICABLE LAW, ENFORCEMENT, AND VENUE
This Agreement shall be enforceable in Round Rock,Texas,and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for same shall lie in Williamson County,Texas.This Agreement shall be governed
by and construed in accordance with the laws and court decisions of the State of Texas.
20.1 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City.This Agreement may only be amended or supplemented by mutual agreement of
the parties hereto in writing.
21.1 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement,or a breach thereof shall be decided by any arbitration
proceeding,including without limitation,any proceeding under the Federal Arbitration Act(9 USC
Section 1-14)or any applicable state arbitration statute.
22.1 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no way
affect the validity or enforceability of any other portion or provision of this Agreement. Any void
provision shall be deemed severed from this Agreement, and the balance of this Agreement shall
be construed and enforced as if this Agreement did not contain the particular portion or provision
held to be void.The parties further agree to amend this Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision. The
provisions of this section shall not prevent this entire Agreement from being void should a provision
which is of the essence of this Agreement be determined void.
23.1 MISCELLANEOUS PROVISIONS
A. Standard of Care. Vendor represents that it employs trained, experienced, and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities, and duties shall be performed in a manner according to
generally accepted industry practices.
B. Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
stated timeframe. Other timing requirements will be met in a commercially reasonable manner.
Where damage is caused to City due to Vendor's failure to perform in the special timing
requirement circumstances,City may pursue any remedy available without waiver of any of City's
additional legal rights or remedies.
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C. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties' respective heirs, executors, administrators, successors and
assigns.
D. Multiple Counterparts. This Agreement may be executed in multiple
counterparts,any one of which shall be considered an original of this document; and all of which,
when taken together, shall constitute one and the same instrument.
[Signatures on the following page.]
s
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
Genuine Parts in ny
By: -
Printed Na e: Art cher
Title: Vice President Fleet/Government/IBS
Date Signed: 7/2/2025
City of Ro d Rock,Texas
By:
Craig Morgan71110,25
Date Signed:
For City,Attest:
By:
Ann Frank m, City Clerk
For City,Approved as to Form:
By: �.
Stephanie L. Sandre, City Attorney
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EXHIBIT "A"
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Docusign Envelope ID:6309ADD6-3F2F-4A55-AI QFE5C5606F Exhibit "A"
100124-GPC
Sourcewell r
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.211 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 21,and between Supplier and Participating Entity(Article 31, respectively.These Article
1 General Terms control over any conflicting terms.Where this Master Agreement is silent on any
subject, Participating Entity and Supplier retain the ability to negotiate mutually acceptable terms.
1) Purpose. Pursuant to Minnesota law,the Sourcewell Board of Directors has authorized a
Cooperative Purchasing Program designed to provide Participating Entities with access to
competitively awarded cooperative purchasing agreements.To facilitate the Program,Sourcewell
has awarded Supplier this cooperative purchasing Master Agreement following a competitive
procurement process intended to meet compliance standards in accordance with Minnesota law
and the requirements contained herein.
2) Intent.The intent of this Master Agreement is to define the roles of Sourcewell,Supplier,
and Participating Entity as it relates to Sourcewell's Cooperative Purchasing Program.
3) Participating Entity Access.Sourcewell's Cooperative Purchasing Program Master Agreements are
available to eligible public agencies(Participating Entities).A Participating Entity's authority to
access Sourcewell's Cooperative Purchasing Program is determined through the laws of its
respective jurisdiction.
4) Supplier Access.The Included Solutions offered under this Agreement may be made available to
any Participating Entity. Supplier understands that a Participating Entity's use of this Agreement is
at the Participating Entity's sole convenience.Supplier will educate its sales and service forces
about Sourcewell eligibility requirements and required documentation. Supplier will be responsible
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Exhibit "A"
100124-GPC
for ensuring sales are with Participating Entities.
5) Term.This Agreement is effective upon the date of the final signature below.The term of this
Agreement is four(4)years from the effective date.The Agreement expires at 11:59 P.M.
Central Time on January 10, 2029, unless it is cancelled or extended as defined in this
Agreement.
a) Extensions.Sourcewell and Supplier may agree to up to three (3)additional one-year extensions
beyond the original four-year term.The total possible length of this Agreement will be seven (7)
years from the effective date.
b) Exceptional Circumstances.Sourcewell retains the right to consider additional extensions
as required under exceptional circumstances.
6) Survival of Terms. Notwithstanding the termination of this Agreement,the obligations of
this Agreement will continue through the performance period of any transaction entered
between Supplier and any Participating Entity before the termination date.
7) Scope.Supplier is awarded a Master Agreement to provide the solutions identified in (Solicitation
#100124)to Participating Entities. In Scope solutions include:
a) Aftermarket repair, replacement,and maintenance parts, supplies,and services for gasoline,
diesel, compressed natural gas(CNG), propane, hybrid, and electric automobiles,sport utility
vehicles(SUV), light duty trucks, medium duty trucks, heavy duty and vocational trucks,
buses, and motorcycles.
8) Included Solutions.Supplier's Proposal to the above referenced RFP is incorporated into this
Master Agreement. Only those Solutions included within Supplier's Proposal and within Scope
(Included Solutions)are included within the Agreement and may be offered to Participating
Entities.
9) Indefinite Quantity.This Master Agreement defines an indefinite quantity of sales to
eligible Participating Entities.
10) Pricing. Pricing information (including Pricing and Delivery and Pricing Offered tables)for all
Included Solutions within Supplier's Proposal is incorporated into this Master Agreement.
11) Not to Exceed Pricing.Suppliers may not exceed the prices listed in the current Pricing List on file
with Sourcewell when offering Included Solutions to Participating Entities. Participating Entities
may request adjustments to pricing directly from Supplier during the negotiation and execution of
any transaction.
12) Open Market.Supplier's open market pricing process is included within its Proposal.
13) Supplier Representations:
i) Compliance.Supplier represents and warrants it will provide all Included
Solutions under this Agreement in full compliance with applicable federal, state,and local
laws and regulations.
ii) Licenses.As applicable,Supplier will maintain a valid status on all required federal,
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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
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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.3391, as amended by Executive Order 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity,"and implementing
regulations at 41 C.F.R. §60, "Office of Federal Contract Compliance Programs, Equal
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100124-G PC
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 3146-31481 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. §
51. Under 40 U.S.C. §3702 of the Act, each contractor must be required to compute the wages
of every mechanic and laborer on the basis of a standard work week of 40 hours.Work in
excess of the standard work week is permissible provided that the worker is compensated at a
rate of not less than one and a half times the basic rate of pay for all hours worked in excess of
40 hours in the work week.The requirements of 40 U.S.C. §3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous.These requirements
do not apply to the purchases of supplies, materials,or articles ordinarily available on the open
market,or contracts for transportation or transmission of intelligence.This provision is hereby
incorporated by reference into this Agreement.Supplier certifies that during the term of an
award for all Agreements by Sourcewell resulting from this procurement process, Supplier must
comply with applicable requirements as referenced above.
iv) RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal
award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a)and the
recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit
organization regarding the substitution of parties,assignment or performance of experimental,
developmental,or research work under that "funding agreement,"the recipient or
subrecipient must comply with the requirements of 37 C.F.R. §401, "Rights to Inventions
Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements," and any implementing regulations issued by the
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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. 235), "Debarment and Suspension."SAM Exclusions
contains the names of parties debarred,suspended,or otherwise excluded by agencies,as well
as parties declared ineligible under statutory or regulatory authority other than Executive
Order 12549. Supplier certifies that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible,or voluntarily excluded from
participation by any federal department or agency.
vii) BYRD ANTI-LOBBYING AMENDMENT,AS AMENDED(31 U.S.C. §1352).Suppliers must
file any required certifications.Suppliers must not have used federal appropriated funds to pay
any person or organization for influencing or attempting to influence an officer or employee of
any agency, a member of Congress,officer or employee of Congress,or an employee of a
member of Congress in connection with obtaining any federal contract,grant,or any other
award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal
funds that takes place in connection with obtaining any federal award.Such disclosures are
forwarded from tier to tier up to the non-federal award.Suppliers must file all certifications
and disclosures required by, and otherwise comply with,the Byrd Anti-Lobbying Amendment
(31 U.S.C. § 1352).
viii) RECORD RETENTION REQUIREMENTS.To the extent applicable,Supplier must comply
with the record retention requirements detailed in 2 C.F.R. § 200.333.The Supplier further
certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years
after grantees or subgrantees submit final expenditure reports or quarterly or annual financial
reports, as applicable, and all other pending matters are closed.
ix) ENERGY POLICY AND CONSERVATION ACT COMPLIANCE.To the extent applicable,
Supplier must comply with the mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the
Energy Policy and Conservation Act.
X) BUY AMERICAN PROVISIONS COMPLIANCE.To the extent applicable,Supplier must
comply with all applicable provisions of the Buy American Act. Purchases made in
accordance with the Buy American Act must follow the applicable procurement rules calling
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100124-G PC
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 2001.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
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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
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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,
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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.
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Docusign Envelope ID:6309ADD6-3F2F-4A55-A( 12FE5C5BOBF
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
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Exhibit "A"
100124-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 endorsements)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-A( 32FE5C5BOBF
Exhibit "A"
100124-GPC
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
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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
Signed by: DocuSigned by:
C.may s(6��, E 4L
A34FEA2A64 422.
By: COFD2A139D06489... 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:6309ADD6-3F2F-4A55-Ai 32FE5C5BOBF
Exhibit "A"
100124-GPC
v052824 23
Docusign Envelope ID:6309ADD6-3F2F4A55-A1 B2FE5C5BOBF 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: 404-3864157
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-adc50fOb6edb
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-A 82FE5C5BOBF
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.
Lam'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"Proposers 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_lachance@genpt.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'
item
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Docusign Envelope ID:6309ADD6-3F2FAA55-A 82FE5C5BOBF Fxh "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-A 82FE5C5BOBF Fxhibot
"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 RFP.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 1 st 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-A 82FE5C5BOBF Fxh "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 WV
$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 26. 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
Item Question Response"
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-Ai QFE5C5B0BF Fyh "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-A( i2FE5C5BOBF Fxh "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-A( l2FE5C5BOBF Fyh "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-Al 32FE5C5BOBF "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 Linkedin,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
RFP?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 Prol-ink 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 customer's enterprise procurement
system.On our e-commerce website,www.NAPAIBIZ.corn,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-AI 12FE5C5BOBF Fyhmhgt
"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:6309ADD6-3F2174A55-AI 32FE5C5BOBF Fyhehlt
"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 Member's 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.mitcheill.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-A B2FE5C5BOBF
Exhibit "A"
Table 58: Value-Added Attributes
Line
Item Question Certification Offered Cormnent
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 r
Enterprise(MBE) r. Ye
48 Women Business r s
Enterprise(WBE) r. No
49 Disabled-Owned r e
Business Enterprise r• s
DOBE No
50 Veteran-Owned r Ye
Business Enterprise r s
(VBE) No
51 Service-Disabled r
Veteran-Owned r. Ye
Business s
SDVOB N
52 Small Business r
Enterprise(SBE) r Ye
53 Small Disadvantaged r s
Business(SDB) r No
rl
Women-Owned Small r
Business(WOSB) r 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
DocusignEnvelope ID:6309ADD6-3F2F-4A55-AI QFEK513013F Exhibit "A"
Provide detailed pricing information in the questions that follow below.
Line Question Response*
Item
55 Describe your payment terms and accepted payment Payment Terms are net 30 days,Payment methods are Check,ACH,or
methods. credit card
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Docusign Envelope ID 6309ADD6-3F2F-4A55-A1 32FE5C5BOBF Fyh "All
56 Describe any leasing or financing options available for use by NA
educational or governmental entities.
57 Describe any standard transaction documents that you A copy of our Invoice document that is used on all transactions has been
propose to use in connection with an awarded agreement uploaded to the Documents section of this RFP.Standard documents or
(order forms,terms and conditions,service level agreements. forms for ordering are also offered on our Prolink site for electronic
etc.). Upload all template agreements or transaction ordering. and are included in the Prolink site that the customer will use
documents which may be proposed to Participating Entities. and have a secure login and password specific to each user. NAPA can
adapt and customize the process per the request of the entity.
58 Do you accept the P-card procurement and payment Yes, NAPA accepts P-card payment with no additional charge to the end
process?If so,is there any additional cost to Sourcewell user.
participating entities for using this process?
59 Describe your pricing model(e.g.,line-item discounts or NAPA's pricing model is a product category discount off list price.As
product-category discounts).Provide detailed pricing data NAPA has with previous contracts,we will continue to
(including standard or list pricing and the Sourcewell offer a competitive nationwide ceiling price for Sourcewell members.
discounted price)on all of the items that you want Sourcewell NAPA's list prices on individual products shall increase and decrease
to consider as part of your RFP response. If applicable, throughout the term of the contract.The pricing profile/methodology
provide a SKU for each item in your proposal Upload your category Discount percentage
pricing materials(if applicable)in the document upload section shall,however,remain firm.
of your response. NAPA passes on both price increases
and decreases it receives from its suppliers on to the Members.
NAPA cannot provide written notice to Sourcewell every time an
individual product increases in price.
The attached Sourcewell 9074 Price Profile will be implemented at the
store level to all members that choose to utilize the Sourcewell
contract.This pricing will be available at all company-owned and
independent NAPA stores across the US.
The pricing provided by NAPA Canada differs from that provided by
NAPA US but is based off of a similar model and will apply across
Canada as the US pricing does across the US. A copy of the List
less Discount sheet attached
60 Quantify the pricing discount represented by the pricing As a list less discount percentage for parts by category for over
proposal in this response.For example,if the pricing in your 560,000 parts the discount range is 46%to 72%off list price
response represents a percentage discount from MSRP or depending on the item category.
list,state the percentage or percentage range.
61 Describe any quantity or volume discounts or rebate Special volume discounts and/or rebates may be offered on an
programs that you offer individual basis,depending on the individual circumstances and the
potential volume of the Sourcewell member.
NAPA may offer special one-off pricing for volume or stocking
orders if requested by the Sourcewell member. These prices will be
handled on an individual basis and they will not exceed the contract
price.
62 Propose a method of facilitating"sourced"products or related NAPA agrees to deliver from time-to-time sourced goods and services
services.which may be referred to as"open market"items or to be sourced and shall include all actual net costs including our actual
"non-contracted items". For example,you may supply such cost and inbound shipping, plus a maximum 25 percent additional
items"at cost"or"at cost plus a percentage."or you may margin.This cost plus will be calculated and agreed upon between the
supply a quote for each such request. Sourcewell member and the local NAPA store on a case-by-case basis
63 Identify any element of the total cost of acquisition that is NOT Generally,parts and equipment are provided at the cost specified in our
included in the pricing submitted with your response. This pricing list. NAPA does not charge Sourcewell members freight costs for
includes all additional charges associated with a purchase that standard stocking parts.Additional costs may be incurred for items
are not directly identified as freight or shipping charges. For outside of hard parts.such as special order shipping,
example.list costs for items like pre-delivery inspection, training,equipment installation,etc.but these are typically nonstandard
installation,set up,mandatory training, or initial inspection. line items.
Identify any parties that impose such costs and their
relationship to the Proposer.
64 If freight,delivery,or shipping is an additional cost to the As stated in Question 63,freight is not charged on NAPA parts,barring
Sourcewell participating entity,describe in detail the complete special requests or orders. However,if a part needs to be expedited for
freight.shipping,and delivery program. an emergency situation.the process is very simple. The agency lets us
know the timeframe of the need. NAPA reaches out to our freight
partners to estimate the cost,NAPA informs the agency of the charge
and,with approval from the customer,we will agree to ship the part.In
this case,the freight charge will be
added to the invoice for that part as a separate line item for
complete transparency.
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Docusign Envelope ID:6309ADD6-3F2F-4A55-A( QFE5C5BOBF Fyhibit
"All
65 Specifically describe freight,shipping,and delivery terms or As we have a local presence in Alaska and Hawaii,there are no
programs available for Alaska,Hawaii,Canada,or any offshore different terms or programs for these regions than in the continental
delivery. US.Customer delivery distance from the servicing store will affect
freight charges,but not differently in those regions.Exchange and
returns are the same.
In Canada,deliveries of products will be made free of charge.Freight
charges may apply to garage equipment and emergency orders of
automotive parts and accessories in which case Sourcewell members
will have first agreed to the additional freight charges.
Additional shipping costs are determined on case-by-case basis and
are dependant on the items being shipped. It typically affects larger
items(i.e.hoists)where costs are determined at the time of sale.
NAPA works with our supplier network to provide a delivery method to
"Drop Ship". In certain circumstances, such as large quantities or large
products, it is a method we can offer to Sourcewell members. Offshore
shipping will be established as"as needed"and agreed to by the NAPA
store and the Sourcewell Member
66 Describe any unique distribution and/or delivery methods or NAPA has a special delivery feature that is exclusive to NAPA stores.
options offered in your proposal. 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.The huge advantage of this program for Sourcewell
members is that it harnesses access to inventories not only at local
NAPA stores and distribution networks across the entire country,but
through our manufacturers as well,all with one click or call
67 Specifically describe any self-audit process or program that you NAPA self-audits both our contract pricing to Sourcewell
plan to employ to verity compliance with your members and our sales reporting and administrative fee paid to
proposed agreement with Sourcewell.This process includes Sourcewell each quarter.
ensuring that Sourcewell participating entities obtain the proper Contract Price Compliance Self Audit:
pricing. NAPA has developed programming that will at the end of
every quarter take the sales by Sourcewell members and
compare them to the profile price.This new programming will
enable for exception reporting to be accomplished so that
NAPA will ensure that each equipment order is in contract
compliance.
Quarterly Sales Reporting and Administrative Fee Self Audit:To
ensure that NAPA reports all sales under the contract each
quarter and that NAPA remits the proper administrative fee to
Sourcewell,a quarterly process has been instigated to ensure
that all entities under contract have been flagged and reported
appropriately
68 If you are awarded an agreement,provide a few examples of Currently and if awarded NAPA uses a special system called TAMS
internal metrics that will be tracked to measure whether you are within all 6000 NAPA stores that is turned on for each Sourcewell entity
having success with the agreement. that utilizes this contract.they are given an accout#and registered in our
RAM system to track all daily sales transactions that are placed.All sales
are measured month to date and year to date over previous time periods
to track success and growth.
69 Provide a proposed Administration Fee payable to U.S.Operations:NAPA will pay Sourcewell 2%of net qualified
Sourcewell.The Fee is in consideration for the support and purchases for the entire contract period(if awarded). NAPA
services provided by Sourcewell.The propose an shall issue contract fees to Sourcewell on a quarterly basis
Administrative Fee will be payable to Sourcewell on all based on total qualified net sales of all registered Sourcewell
completed transactions to Participating Entities utilizing this members that NAPA US operations sell to for that period.The
Agreement.The Administrative Fee will be calculated as a 2%administrative fee on all purchases shall be paid to
stated percentage,or flat fee as may be applicable,of all Sourcewell within forty-five(45)days after the end of each
completed transactions utilizing this Master Agreement within calendar quarter.
the preceding Reporting Period defined in the agreement. Canadian Operations:On any direct Sourcewell contracts in
Canada,not involving any other associations or cooperative
contracts,NAPA Canada will pay Sourcewell the same 2
percent administrative fee on all qualified NAPA parts
purchases.The administrative fee on all purchases shall be paid
to Sourcewell within forty-five(45)days after the end of each
calendar quarter
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Docusign Envelope ID:6309ADD6-3F2F-4A55-AI QFE5C51306F
Exhibit "A"
Table 7: Pricing Offered
iLine The Pricing Offered in this Proposal is:" Comments
70 The pricing offered is as good as or better than pricing typically offered through existing cooperative contracts, Yes,The pricing offered in this
state contracts,or agencies. proposal is as good or better
than than pricing typically
offered through existing
cooperative contracts.
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Docusign Envelope ID:6309ADD6-3F2174A55-AI 12FE5C5BOBF
Exhibit "A"
Table SA: Depth and 8readth of Offered Solutions (200 Points)
Line Question Response'
Item
71 Provide a detailed description of all the NAPA distributes replacement parts(other than body parts)for substantially all motor
Solutions offered,including used,offered in vehicle makes and models in service in the United States,including imported vehicles.
the proposal. trucks,SUVs,buses,motorcycles,recreational vehicles and farm vehicles.
In addition,GPC distributes replacement parts for small engines,farm equipment and
heavy-duty equipment.
Our inventories also include accessory items for such vehicles and equipment,and
supply items used by a wide variety of government customers in the automotive
aftermarket,such as cities,counties.states,K-12 districts and higher education
institutions.We offer light-,medium-and heavy-duty parts for municipal departments
like police,fire,sanitation and public works as well as people transportation parts used
in universities and public transit agencies. No matter the part,we are able to provide the
supply chain to get Sourcewell members the products they need when they need them.
Please see our NAPA product line card included as a supplemental upload titled:
Marketing Materials.
NAPA has 52 distribution centers that service 6,000+retail stores nationwide.They
contain more than$1 billion of fleet parts and other replenishment inventory for our
network nationally.NAPA stocks more than 560,000 aftermarket parts and items with
same day and next day delivery.We can provide inventory,distribution,and local support
in any area of the US and our network is available 365 days each year to get Sourcewell
members parts efficiently.
Our network starts with the 4,100 local,small business NAPA stores that support your
members in the areas where they operate.This helps us place a strong emphasis on
supporting local businesses.In addition,we have the strength of our 1,500-store
corporate-owned distribution network backing up the NAPA program across the
country.These stores have the financial support of NAPA headquarters and are key
hubs in providing reliable staffing and distribution to Sourcewell members.All our
stores,regardless of ownership,can source and stock the products that your agencies
need.
Within these stores are tens of thousands of fully trained employees who are familiar
with the processes of servicing large cooperative and other major accounts.They
provide full support to government agencies ordering from them today and are ready to
take on the increased business that this contract would bring.When it comes to
ordering,parts orders may be placed via phone,email,walk-in or electronically
depending on the individual agencies'preferences and capabilities.
Advance orders may either be held for will-call pickups or delivered via an agreed upon
supply schedule.Our program is designed to allow each Sourcewell member the ability
to do business in the ways that suit them best.Sales receipts for all orders include all
the information that would be provided on an invoice,including account number,item
descriptions,quantities,price,PO#if requested by the individual member and date and
time of order
NAPA offers custom orders and can source almost any OEM or Aftermarket part
worldwide.Our store create custom hoses and hydraulics for an array of vehicles.
Some NAPA stores still offer machine services to refurbish some parts.
72 Within this RFP category there may be NAPA is able to provide all product categories listed in Table 14B,including:
subcategories of solutions. List subcategory •Air conditioning,heating,cooling,and climate control
titles that best describe your products and •Alternators,starters,batteries,electrical,and ignition systems
services. •Bearings-ball and roller
•Belts,hoses,gaskets,and seals
•Brakes
•Bumpers,body,cab,and chassis parts
•Emission and exhaust
•Engine and drive train
•Filters-oil,fuel,air,and transmission
•Oils and lubricants-regular and synthetic
•Pumps-fuel and water
•Safety and security systems
•Interior and exterior parts and accessories
•Lamps,lighting,mirrors,and wiring
•Pumps-fuel and water
•Suspension,shocks,struts,and steering
•Wipers and washers
•Heating and cooling(engine)
•Vehicle paint and primer
•Tools and equipment
•Heavy Duty parts
Table S8: Depth and 8readth of Offered Solutions
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Docusign Envelope ID:6309ADD6-3F2F-4A55-A1 32FE5C5BOBF ��
Exhibit "A"
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 "NIA" if the
question does not apply to you (preferably with an explanation).
Line Item Category or Type Offered' Comments
73 Air conditioning. heating,and other climate control r Yes NAPA stocks several different kinds
No of products in this category
at all 6000 NAPA AutoParts Store
Nationwide
Electrical a erns ors.starters,batteries.ignition r e stocks several different kinds-7--
systems,
in sosystems,etc.) r s products in this category
No at all 6000 NAPA Auto Parts Store
Nationwide. Including New and
Remanufactured products.
75 Automotive eanngs(w eel, roller ball,etc.) r ess oc s'several different in s
r No of products in this category
at all 6000 NAPA Auto Parts Store
Nationwide
NAPA stocks high quality Gates
76 Automotive belts, hoses,gaskets,and seas r es
� No Brand Belts and Belts in all
stores and all Distribution centers.
77 System components(brakes,rotors. calipers,lines. r Ye NAPA stocks several different kinds
ABS,etc.) r s and levels of Brakes,Pads
No and Rotors in this category at all
6000 NAPA Auto Parts Store
Nationwide and offeres good better
and best options for the user as well as
Heavy duty truck parts.
78 Body and crash(parts, bumpers,cab,chassis, r NAPA stocks several different kinds of
door, panels,etc.) r Ye products in this category
s at all 6000 NAPA Auto Parts Store
No Nationwide
r
79 Exhaust systems and emissio parts
r 85 Pumps(fuel,fluids, ate ,etc)
s
No
80 Engine and drive train(Internal Combustion Engine) �Yes
No
81 Engine and drive train(Hybrid,E etc.)
Ye
r.
r No
82 Engine heating and ooling
Ye
r s
r No
83 Filters oil fuel air,transmission,etc.
r.
r Ye
s
No
84 Oils and lubricants(regular,synthetic, blend) Yes
No
Bid Number. RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
DocusignEnvelope ID:6309ADD6-3F2F-4A55-AI 12FE5C5BOBF Exhibit "A"
NAPA stocks several different kinds of products in this
category
at all 6000 NAPA Auto Parts Store Nationwide.
NAPA stocks several different kinds of products in this
category
at all 6000 NAPA Auto Parts Store Nationwide.
NAPA stocks several different kinds of products in this
category
at all 6000 NAPA Auto Parts Store Nationwide.
NAPA stocks several different kinds of products in this
category
at all 6000 NAPA Auto Parts Store Nationwide.
NAPA stocks several different kinds of products in this
category
at all 6000 NAPA Auto Parts Store Nationwide.NAPA also offers
Good better and best items in this category and recommends
using Fleet focused products for best durability.
NAPA stocks several different kinds of products in this
category
at all 6000 NAPA Auto Parts Store Nationwide as well as NAPA
branded oils and lubricants.
NAPA stocks several different kinds of products in this
category
at all 6000 NAPA Auto Parts Store Nationwide.New and
Remanufactured pumps are available.
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Docusign Envelope ID:6309ADD6-3F2F-4A55-A( QFEK5606F
Exhibit "A"
• Pricing-NAPA Pricing Category Description 9074-Sourcewell.docx-Tuesday September 17, 2024 12:22:53
• Financial Strength and Stability--GPC 2023 Annual Report(1).pdf-Tuesday September 17, 2024 12:00:57
• Marketing Plan/Samples-Sourcewell Announcement Government Agencies(2).pdf-Tuesday September 17,2024 12:07:27
• WMBE/MBE/SBE or Related Certificates-2023 GPC Sustainability Report_FINAL.pdf-Tuesday September 17, 2024 12:02:24
• Standard Transaction Document Samples-Order invoice Sample-NAPA.pdf-Friday September 27, 2024 14:04:20
• Requested Exceptions-RFP_100124_Master_Agreement_Aftermarket_Vehicle_Parts Supplies(1).docx-Wednesday August 21,
2024 10:42:12
• Upload Additional Document-2023 GPC Sustainability Report_FINAL.pdf-Tuesday September 17, 2024 11:53:34
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Docusign Envelope ID:6309ADD6-3F2F-4A55-A( QFEK56013F Exhibit "A"
Addenda, Terms and Conditions
PROPOSER AFFIDAVIT OF COMPLIANCE
I certify that I am an authorized representative of Proposer and have authority to submit the foregoing Proposal:
1. The Proposer is submitting this Proposal under its full and complete legal name,and the Proposer legally exists in good standing in the
jurisdiction of its residence.
2. The Proposer warrants that the information provided in this Proposal is true,correct,and reliable for purposes of evaluation for
award.
3. The Proposer certifies that:
(1)The prices in this Proposal have been arrived at independently,without, for the purpose of restricting competition, any
consultation, communication, or agreement with any other Proposer or competitor relating to-
(i)Those prices;
(ii)The intention to submit an offer; or
(iii)The methods or factors used to calculate the prices offered.
(2)The prices in this Proposal have not been and will not be knowingly disclosed by the Proposer,directly or indirectly,to any other
Proposer or competitor before award unless otherwise required by law, and
(3) No attempt has been made or will be made by Proposer to induce any other concern to submit or not to submit a Proposal for the
purpose of restricting competition.
4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or
circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest is created when a
current or prospective supplier is unable to render impartial service to Sourcewell due to the supplier's: a. creation of evaluation criteria
during performance of a prior agreement which potentially influences future competitive opportunities to its favor; b. access to nonpublic
and material information that may provide for a competitive advantage in a later procurement competition;c. impaired objectivity in
providing advice to Sourcewell.
5. Proposer will provide to Sourcewell Participating Entities Solutions in accordance with the terms, conditions, and scope of a resulting
master agreement.
6. The Proposer possesses, or will possess all applicable licenses or certifications necessary to deliver Solutions under any resulting
master agreement.
7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.
8. Proposer its employees, agents, and subcontractors are not:
1. Included on the"Specially Designated Nationals and Blocked Persons"list maintained by the Office of Foreign Assets Control of the
United States Department of the Treasury found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf;
2. Included on the government-wide exclusions lists in the United States System for Award Management found at:
https://sam.goy/SAM/; or
3. Presently debarred, suspended, proposed for debarment,declared ineligible, or voluntarily excluded from programs operated by the
State of Minnesota;the United States federal government, as applicable; or any Participating Entity.Vendor certifies and warrants
that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation.
R By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this
Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I
had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic
signature or electronic record was used in its formation. - Bret Robyck, Sr. Vice President, Genuine Parts Company dba NAPA Auto
Parts
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Docusign Envelope ID:6309ADD6-3F2F-4A55-A( QFEK5BOBF
Exhibit "A"
The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the
Proposer foresees an actual or potential Conflict of Interest in performing the obligations contemplated in the solicitation proposal.
r Yes r. No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.
Check the box in the column "I have reviewed this addendum"below to acknowledge each of the addenda.
I have reviewed the
File Name below addendum and Pages
attachments(if
applicable)
Addendum_6 Aftermarket Vehicle Parts and Supplies_RFP100124_DRAFT 1
Wed September 18 2024 09:27 AM
Addend um-5—Aftermarket Vehicle Parts and Supplies_RFP100124_DRAFT r 2
Mon September 9 2024 04 03 PM
Addendum 4 Aftermarket Vehicle Parts and Supplies_RFP100124 1
Wed September 4 2024 01:26 PM
Addendum_3 Aftermarket Vehicle Parts and Supplies_RFP100124 2
Mon August 19 2024 07:25 AM
Addendum-2—Aftermarket Vehicle Parts and Supplies_RFP100124 1
Fri August 16 2024 07 54 AM
Addend um_1_Aftermarket Vehicle Parts and Supplies_RFP100124 r 2
Wed August 14 2024 08:43 AM
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Docusign Envelope ID:6309ADD6-3F2F-4A55-AI QFEK5606F „ „
c_kuhit A
86 Safety and security systems r Yes NAPA stocks several different kinds of
r No products in this category
at all 6000 NAPA Auto Parts Store
Nationwide.
87 Vehicle interior/exterior parts and accessories r Yes NAPA stocks several different kinds of
r No products in this category
at all 6000 NAPA Auto Parts Store
Nationwide.
88 Electrical systems(lamps,lighting,mirrors,wiring, r Ye NAPA stocks several different kinds
etc.) r s of products in this category
No at all 6000 NAPA Auto Parts Store
Nationwide.
89 Stabilization system components(suspension, r NAPA stocks several different kinds
shocks,struts,leaf,camber,swing arm,ball/UV r Ye of products in this category
joints,etc.) s at all 6000 NAPA Auto Parts Store
No Nationwide.
90 Control systems components(transmission, r NAPA stocks several different kinds
differential,traction,etc.) r of products in this category
Ye at all 6000 NAPA Auto Parts Store
Nationwide.
91 Windshield(wipers and windshield washer r No NAPA stocks several different kinds
components) r of products in this category
at all 6000 NAPA Auto Parts Store
Ye Nationwide.
G
r No
92 Vehicle pan an ppmer 1TAPA—s—to-cFs—several different kinds o
r products in this category
Ye at all 6000 NAPA Auto Parts Store
s Nationwide.
0
93 Tires, OEM vehicle parts, and garage and fleet Ye NAPA stocks several different kinds
maintenance equipment, tools, and supplies as s of products in this category
described in RFP No at all 6000 NAPA Auto Parts Store
Nationwide.
Exceptions to Terms,Conditions,or Specifications Form
Only those Proposer Exceptions to Terms,Conditions, or Specifications that have been accepted by Sourcewell have been
incorporated into the contract text.
Documents
Ensure your submission document(s)conforms to the following:
1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to
ensure that the uploaded document(s)are not either defective, corrupted or blank and that the documents can be opened and viewed
by Sourcewell.
3. Sourcewell may reject any response where any document(s)cannot be opened and viewed by Sourcewell.
4. If you need to upload more than one(1)document for a single item, you should combine the documents into one zipped file. If the
zipped file contains more than one(1)document, ensure each document is named, in relation to the submission format item responding
to. For example, if responding to the Marketing Plan category save the document as"Marketing Plan.”
Bid Number: RFP 100124 Vendor Name: Genuine Parts Company dba NAPA auto Parts
Exhibit "A"
Sou rcewel 171
NAPA Auto Parts # 100124-GPC
Pricing for contract 4100124-GPC offers Sourcewell participating agencies the
following discounts:
• A range of 46%-72% off list price depending on the item category.