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HomeMy WebLinkAboutItem 13 Approval of Contract with Genuine Parts Company, dba NAPA and Assigned to Glenn Joiner & Sons, Inc., Providing On-Site Management of the Fleet Parts Supply ocoee florida AGENDA ITEM COVER SHEET Meeting Date: May 18, 2021 Item # 13 Reviewed By: Contact Name: Stephen C. Krug Department Director: i , Contact Number: 6002 City Manager: 3-. Subject: Contract with Genuine Parts.Company, doing business as NAPA and Assigned,to Glenn Joiner & Sons, Inc., Providing On-Site Management of the Fleet Parts Supply. Background Summary: The City Commission approved a contract with Genuine Parts Company,_doing business as NAPA, and assigned to Glenn Joiner & Sons, Inc., in March, 2013 to provide on-site management of the Fleet Division parts supply through the City's membership in the purchasing cooperative, National Joint Powers Alliance, now known as Sourcewell. Sourcewell has awarded a new contract to Genuine Parts Company (NAPA) which offers the same benefits to the City as the original contract. Public Works constantly investigates ways for the Fleet Division to reduce costs and improve the in- service rate for City vehicles and equipment. Public Works has found that contracting out the management of the parts room continues to allow the Fleet Division to meet the goals of managing our parts inventory, reducing budget and improving productivity. To date, the on-site store arrangement has benefited the City through: • Parts purchased at bulk prices through purchasing power of the larger company, NAPA. • Inventory investment is reduced as we do not pre-pay to stock frequently used parts. • Accounting transaction costs are reduced by cutting down on the number of suppliers, invoices, purchase orders, accounts payable and returns. • On-site store staff are employees of NAPA, not City. • Productivity is increased and vehicle downtime reduced because mechanics are working instead of waiting on parts. • Parts do not leave the parts room without being accounted for. • City does not have to worry about obsolete inventory. • Defect credits and core credits are issued immediately. • Fleet Team focuses on maintaining the City fleet, not procuring parts and other products. In the 2019-2020 fiscal year, NAPA provided 70% of the parts used by the City based on the budget at a value of $420,876. NAPA also provided 5.4% of the fuel and lubricants used based on the budget at a value of $21,674. These costs are reduced from previous fiscal years due to the decrease in vehicle use during the pandemic. Public Works anticipates an increase in costs this year as pandemic restrictions are eliminated. Public Works recommends executing the new contract with NAPA and Glenn Joiner & Sons, Inc. to provide parts management for the City. Issue: Request the City Commission to approve the new contract with Glenn Joiner & Sons to provide on-site management of the Fleet Divisions parts supply. Recommendations: Recommend the City Commission approve the integrated supply agreement with Genuine Parts Company dba NAPA to provide on site management of the Fleet Division parts supply through the Sourcewell purchasing cooperative Contract Number 110520-GPC and for the Mayor and Staff to execute the agreement. Attachments: Integrated Supply Agreement with GPC dba NAPA— Glenn Joiner & Son, Inc. Sourcewell Contract No 110520-GPC GPC NAPA Response to NJPA RFP #110520. Financial Impact: The parts are adequately funded in the Division budgets. Type of Item: (please mark with an `x') Public Hearing For Clerk's Dept Use: Ordinance First Reading x Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion&Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney N/A Reviewed by Finance Dept. Rebecca Roberts 5/11/21 N/A Review ed by ( ) N/A 2 INTEGRATED SUPPLY AGREEMENT BY AND BETWEEN GENUINE PARTS COMPANY AND THE CITY OF OCOEE INTEGRATED SUPPLY AGREEMENT BY AND BETWEEN GENUINE PARTS COMPANY AND THE CITY OF OCOEE THIS INTEGRATED SUPPLY AGREEMENT (this "Agreement") is made by and between GENUINE PARTS COMPANY, a Georgia corporation (d/b/a NAPA Auto Parts) ("NAPA"), and the City of Ocoee, ("CUSTOMER" OR "CITY"), to be effective as of the day of ,20 (the "Effective Date"). WITNESSETH WHEREAS, pursuant to a competitive bidding and selection process by Sourcewell, a Minnesota-based Service Cooperative created by Minnesota Legislative Statute 123A.21, Sourcewell and NAPA executed contract #110520-GPC on December 23, 2020 (hereinafter, "Sourcewell Contract"), attached hereto as Exhibit Al to establish a source of supply for certain auto, truck and bus parts as well as to provide Integrated Business Solutions services; and WHEREAS, by becoming a participating member of Sourcewell (hereinafter, "Member"), the CITY and its related entities (hereinafter, "User Agencies") are authorized to utilize the pricing and incentives available to Sourcewell Members set forth in the Sourcewell Contract; and WHEREAS, CITY desires to become a User Agency under such Sourcewell Contract and desires to receive integrated business solutions services from NAPA; and WHEREAS, CITY and NAPA agree that the Sourcewell Contract is a vehicle by which CITY may contract directly with NAPA for parts and services, but that the terms and conditions of this Agreement and not the teirns and conditions of the Sourcewell Contract shall govern the relationship of the parties; and WHEREAS, NAPA desires to provide integrated business solutions services and to establish inventories in CITY's locations to service the fleet parts needs of CITY and to serve as the primary supplier of automotive replacement parts and other supplies and/or equipment (the "Inventory")to serve the needs of CUSTOMER; and WHEREAS, CITY desires to provide space for the Inventory on the premises of CITY for use by NAPA ("On Site Store") and agrees that NAPA will be its primary supplier of the Inventory pursuant to the terms herein. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows: • AGREEMENT 1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) Primary Supplier shall mean the parts supplier that provides approximately ninety percent(90%) of the Inventory needs of CITY. (b) NAPA Owned Store shall mean an auto parts store lawfully using the tradename or trademark"NAPA"which is wholly owned by NAPA. (c) NAPA Jobber shall mean an auto parts store lawfully using the tradename or trademark "NAPA" with respect to which NAPA maintains no ownership interest. 2. CITY'S CURRENT LOCATIONS. NAPA will establish On Site Store(s) at the CUSTOMER'S following location(s): City of Ocoee 301 Maguire Road Ocoee, FL 34761 Additional locations of the CITY may be added to this Agreement but only by a written amendment executed and agreed to by both the CITY and NAPA. 3. TERM. This Agreement shall begin the date this Agreement is fully executed ,and shall _end when the Sourcewell Contract terminates or expires or when terminated earlier in accordance with the applicable terms and conditions stated herein. As the Sourcewell Contract is renewed or extended, this Agreement may be renewed or extended for a period of time equal to or shorter than the period of time the-Sourcewell Contract is renewed or extended upon the mutual written agreement of the Parties. This Agreement shall terminate automatically upon the termination, for any reason, of the Sourcewell Contract. Notwithstanding the foregoing, either party may terminate this Agreement at any time for its convenience by giving the other party sixty (60) days prior written notice of such termination. 4. DUTIES AND RESPONSIBILITIES OF NAPA. NAPA shall have the following duties and responsibilities during the term of this Agreement: (a) NAPA will operate the On Site Store(s) and provide the Inventory to CUSTOMER's now existing locations. NAPA shall provide all personnel required to operate the On Site Store(s). (b) In those circumstances when delivery is required by CITY, NAPA will provide parts to CITY's locations on a daily route basis. In addition, NAPA will accelerate delivery on those items CITY requires to be delivered on an expedited basis. NAPA will make all reasonable efforts to ensure prompt delivery to the CITY's location(s) requesting part(s). (c) NAPA shall provide all computers and reports necessary to monitor monthly expenses as they pertain to the daily operation of the On Site Store(s). NAPA shall provide computer ordering and cataloging to each On Site Store. (d) NAPA shall provide a cost statement of the parts operations to the CITY on approximately the 25th of each month for each On Site Store. (e) NAPA shall provide back-up emergency service during non-working hour contingencies. This overtime expense (calculated at time and one half) will be charged on a cost basis to CITY, and must be pre-approved by CITY. The parties shall mutually agree upon the pre-approval process for such emergency situations. NAPA will provide a list of personnel, including telephone numbers, who will respond to emergency service requests. 5. DUTIES AND RESPONSIBILITIES OF CUSTOMER. CITY shall have the following duties and responsibilities during the tenu of this Agreement: (a) CITY shall provide, at its sole expense, usable space for NAPA's On Site Store(s) and the Inventory. CITY shall provide access to restroom facilities for NAPA employees. Further, CITY shall furnish, at its sole expense, all utilities for the On Site Store(s) including: water, sanitation, sewer, light, telephone, heat, gas, electricity, power, fuel, janitorial and all other utilities and services rendered or delivered to the On Site Store(s) whatsoever. CITY shall provide NAPA a safe work environment that is free from hostility, violence, or discrimination. NAPA reserves the right to terminate the contract immediately should NAPA encounter a hostile, violent, discriminatory, or unsafe work environment. (b) CITY shall use NAPA as its Primary Supplier of the Inventory under this Agreement. CITY reserves the right to purchase any item outside this Agreement where it is determined to be more economical or timely so long as the purchase of aforesaid part or parts does not result in NAPA no longer being CITY's Primary Supplier in which case NAPA may terminate this Agreement. (c) Each On Site Store location shall be appropriately secured or otherwise maintained separate and apart from the business of CITY. There shall be no intermingling of CITY's parts or other inventory with NAPA's parts or inventory. Access to the secured On Site Store(s) shall be restricted to NAPA employees and authorized NAPA representatives only. CITY'S employees, contractors or agents shall not be permitted to enter the secured On-Site Store area unless accompanied by a NAPA employee or other authorized NAPA representative. (d) CITY shall, at all times during the tem.), of this Agreement, at CITY'S sole expense, maintain in good condition and repair (so as to prevent any damage or injury to NAPA's employees, the Inventory or other personal property located in the On Site Store(s)) the roof, exterior walls, foundation, and structural portions of the On Site Store(s) and all portions of the electrical and plumbing systems lying outside of the On Site Store(s)but serving the On Site Store(s). (e) CITY shall provide information regarding fleet changes to NAPA as soon as possible. Fleet changes include but are not limited to the removal of types of vehicles from the fleet and the addition of new vehicles to the fleet. 6. ALTERNATIVE SUPPLIERS. Each On Site Store may be serviced by a NAPA Owned Store or a NAPA Jobber. CITY acknowledges that whether it will be serviced by a NAPA Owned Store or a NAPA Jobber will be determined by NAPA, in its sole discretion, and that if CITY is to be serviced by a NAPA Jobber, then such NAPA Jobber must evidence its desire to abide by the terms of this Agreement by entering into an Assignment in the form of Exhibit B hereto. 7. PAYMENT TERMS/PRICING. NAPA shall invoice the CITY for all Inventory purchased pursuant to this Agreement on a monthly basis according to the pricing plan below. CITY agrees to pay the undisputed amount of all statements received from NAPA by the 25th day of the month following receipt of any such statement. No prompt pay discount is available under this Agreement. The overall goal of CITY's pricing plan is to achieve a ten percent (10%) net profit for NAPA(the "Net Profit Target") by adjusting the pricing of two elements: (a) Product Costs. The pricing of the Inventory to be supplied to CITY by NAPA pursuant to this Agreement. Product Costs shall be further divided into "NAPA Product Costs," which is the pricing of NAPA supplier manufactured products, and "Non-NAPA Product Costs," which is the pricing of products which have not been manufactured by NAPA suppliers but which have been acquired for CITY by NAPA pursuant to this Agreement. (b) Operational Costs. Any and all costs and expenses associated with the operation of the On Site Store(s), including, but not limited to, reimbursement by City for salary and benefits payable by NAPA to NAPA employees at the On Site Store(s), worker's compensation benefits and insurance, unemployment insurance, and for personal property insurance for the On Site Store(s) and Inventory, any deductible for losses covered under the personal property, automobile liability, or general liability insurance policies of NAPA, and all equipment supplied by NAPA. An example of a profit and loss statement reflecting such costs and expenses is attached hereto as Exhibit C. CITY acknowledges and agrees that the costs and expenses reflected on the profit and loss statement set forth on Exhibit C are subject to change based on actual monthly costs and expenses incurred relative to the operation of the On Site Store(s). Store employees are employees of NAPA and are not employees of the City. PRICING PLAN SUMMARY NAPA Product Costs Billed to CITY at a 10% gross profit rate (gross profit is store acquisition cost divided by .90) Non-NAPA Product Costs Billed to CITY at a 10% gross profit rate (gross profit is acquisition cost divided by .90) Operational Costs Billed to CITY at cost Net Profit Target 10%net profit for NAPA Both NAPA Product Costs and Non-NAPA Product Costs shall be set by NAPA to yield a gross profit of ten percent (10%). Gross profit is calculated by dividing the acquisition cost by .90. Operational costs will be charged to CITY at cost, with all such charges for Operational Costs to be included in CITY's monthly billing statement. CITY will be billed at the end of each month for operational costs on an"in arrears"basis. In addition, NAPA may use any sub-contractor for the procurement of"outside" purchases or services (i.e., those parts or services not traditionally stocked or performed by NAPA), and CITY will be billed an additional charge for any such purchases so as to yield NAPA a ten percent (10%) gross profit on such purchases. CITY must provide pre- approval in writing of such outside purchases. CITY is solely responsible for improper or inappropriate instructions by CITY's employees to NAPA regarding NAPA's purchases of nontraditional parts or services, unless CITY provided prior written notice to NAPA of parts or services that may not be procured by NAPA in relation to this Agreement. 8. INSURANCE. (a) CITY is a municipal corporation established under the laws of the State of Florida and is insured for liability with the Travelers Insurance Company and self-insured for workers compensation through the Department of Financial Services. CITY shall provide to NAPA, upon.execution of this Agreement, a copy of all Certificates of Insurance evidencing the insurance coverages above. (b) NAPA shall maintain during the teen of this Agreement worker's compensation insurance coverage for its employees located at the On Site Store(s) in amounts required by law. In addition,NAPA shall maintain personal property insurance during the term of this Agreement in an amount sufficient to cover any loss or damage to the Inventory and any other personal property owned by NAPA that is located at the On Site Store(s). (c) The insurance policies in this section required to be held by each party shall contain a waiver of subrogation against the other party. (d) Neither CITY nor The Travelers Insurance Company shall procure or provide insurance for NAPA property or Inventory. 9. NO LIENS. (a) CITY warrants that it shall take no action, including but not limited to the granting of a security interest, or fail to take any action, which would operate or does operate in any way to encumber the Inventory of NAPA located in the On Site Store(s). (b) CITY grants NAPA a power of attorney to execute such documents as are necessary to protect NAPA's interest in the Inventory on consignment on CITY's premises, including any UCC-1 statements. 10. PERSONNEL. NAPA and CITY shall attempt in good faith to mutually agree upon the identity of the persons that will be selected to staff the On Site Store(s). In the event that CITY for any reason wishes to remove or replace any of the NAPA personnel in the On Site Store(s),the parties will attempt to resolve CITY's request by mutual agreement. 11. WARRANTY/LIABILITY DISCLAIMER. All products supplied pursuant to this Agreement are subject to the terms of written warranties provided by the manufacturer of each product, and NAPA shall use reasonable commercial efforts to assist the CITY in processing all warranty claims that the CITY may have against a manufacturer. The manufacturer's warranty will be the sole and exclusive remedy of the CITY in connection with any claims concerning the products supplied to CITY pursuant to this Agreement. ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIKD, INCLUDING ANY IMPLI hD WARRANTI KS OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturers' warranties are available to CITY upon request. For suppliers (or categories of suppliers) of Non-NAPA products that CITY instructs NAPA to utilize or consider for future purchases, NAPA is under no obligation to (and NAPA disclaims all liability in connection with) investigate product quality, management, ownership, reputation, certifications, qualifications, price competitiveness, or any other related characteristics of the products, individuals or entities at issue. 12. TERMINATION FOR CAUSE. This Agreement may be terminated immediately, unless otherwise stated in this Section 12, by either party for cause: (a) In the event that the other party fails or refuses to perform any other obligation required under this Agreement, and such failure or refusal continues for thirty (30) days after written notice thereof; or (b) In the event that the other party files any bankruptcy petition, has any bankruptcy petition filed against it, makes any assignment of its assets for the benefit of creditors, or admits in writing its inability to pay its debts as they become due. 13. EFFECT OF TERMINATION. Immediately upon termination of this Agreement by either party for any reason: (a) All duties, responsibilities and other obligations of each party hereunder shall teiiiiinate, except for the payment of any amounts due and owing to NAPA at the time of termination. (b) Each party shall immediately return to the other party all equipment, software, books, records, tools and any other personal property owned by the other party that are in such party's possession. CITY shall allow NAPA full and unrestricted access to enter into the On Site Store(s) and immediately remove all equipment and other items of personal property owned by NAPA without being deemed guilty of trespass or any other violation of the law. All inventory records, sales history, sales analysis and all other information generated by NAPA under this Agreement will be returned to CITY. Nothing contained in this Section shall be deemed a waiver of, or in any other manner impair or prejudice, any other legal rights that either party may have against the other party for any breach of this Agreement. The provisions and obligations of Sections 9, 11, 14, 15, 17, 18, and 20 shall survive the termination of this Agreement for any reason. 14. BUY-BACK OF INVENTORY. Upon termination, expiration, or non- renewal of this Agreement, NAPA shall have the option to require CITY to purchase all non-NAPA branded Inventory owned by NAPA and located in the On Site Store(s) at NAPA's current acquisition cost, and CITY shall have the option to purchase all NAPA branded Inventory, owned by NAPA and located in the On Site Store(s) at NAPA's current acquisition cost. NAPA to provide a report of the non-NAPA branded inventory and value with the monthly invoice. CITY INITIALS: 15. DELETED. 16. LANDLORD CONSENT AND WAIVER. Not applicable. 17. INDEMNIFICATION. NAPA shall be responsible for and shall indemnify and hold CITY harmless from and against all damages, claims or demands that may, during the term of this Agreement, arise or be occasioned by the negligent or intentional acts of NAPA or NAPA's employees. However, nothing set forth in this Agreement shall be deemed or construed as a waiver of sovereign immunity by City and City shall have and maintain at all times and for all purposes, any and all rights, immunities and protections available under controlling legal precedent and as provided under Section 768.28, Florida Statutes and other applicable law. 18. NOTICES. Whenever any notice, demand or request is required or permitted hereunder, such notice, demand or request shall be hand-delivered in person or sent via facsimile, by overnight mail through a reputable service, or by certified mail, return receipt requested,to the addresses set forth below: As to NAPA: Genuine Parts Company d/b/a NAPA Auto Parts 11716 N. Florida Ave Tampa, FL 33612 Attn: Gregg Sargent Telephone: (813) 932-4182 Facsimile: (813) 932-2151 As to CUSTOMER: City of Ocoee 301 Maguire Road Ocoee, FL 34761 Attn: Stephen Krug Telephone: (407) 905-3170 Facsimile: (407) 905-3176 And to: Shuffield Lowman& Wilson P.A. 1000 Legion Place#1700 Orlando, FL 32801 Attn: Scott Cookson, City Attorney Telephone: (407) 581-9800 • Facsimile: (407) 581-9801 Each such notice shall be deemed delivered (i) on the date of receipt if delivered by hand, overnight courier service or if sent by facsimile, or (ii) on the date three (3) business days after depositing with the United States Postal Service if mailed by registered or certified mail. Either party may change its address specified for this notice by giving the other party at least ten(10) days written notice in accordance with this Section 18. 19. FORCE MAJEURE/DAMAGE OF PREMISES. (a) Whenever performance by either party of any of their respective obligations (other than the obligation to make payment of money due hereunder) is substantially prevented by reason of any act of God, other industrial or transportation disturbance, fire, floods, riots, acts of enemies, national emergencies or by any other cause not within the reasonable control of such party and not occasioned by its negligence, then such performance shall be excused and the performance of such obligations under this Agreement shall be suspended for the duration of such prevention and for a reasonable time thereafter. (b) NAPA may terminate this Agreement immediately in the event that the CITY's premises are damaged by any casualty, or such portion of the premises is condemned by any legally constituted authority, such as will make the CITY's premises unusable for the On Site Store(s) in the reasonable judgment of NAPA. 20. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective officers, directors, employees, successors and assigns. Notwithstanding the foregoing, NAPA shall not assign, transfer, delegate or in any other manner dispose of its rights, privileges or obligations under this Agreement,without the written consent of the City. 21. AMENDMENTS. No amendment to this Agreement shall be binding on either party hereto unless such amendment is in writing and executed by both parties with the same formality as this Agreement is executed. 22. NO WAIVER OF RIGHTS. No failure of either party hereto to exercise any power given such party hereunder or to insist upon strict compliance by the other party to its obligations hereunder, and no custom or practice of the parties in variance with the terms hereof, shall constitute a waiver of either party's right to demand exact compliance with the terns hereof. 23. LIMITATIONS ON RIGHTS OF THIRD PARTIES. All obligations of a party under this Agreement are imposed solely and exclusively for the benefit of the parties, and no other person shall, under any circumstances, be deemed to be a beneficiary of such obligations. 24. INDEPENDENT CONTRACTOR. The parties hereto are independent contractors. Nothing in this Agreement shall create or shall be deemed to create any fiduciary relationship or the relationship of principal and agent, partnership, joint venturers or any other similar or representative relationship between the parties hereto. 25. CHOICE OF LAW. This Agreement shall be construed and interpreted under the laws of the State of Florida and venue shall lie in the courts of Orange County. 26. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. 27. SECTION HEADINGS. Section titles or captions contained herein are inserted only as a matter of convenience for reference and in no way define, limit, extend, or describe the scope hereof or the intent of any provision hereof. 28. SEVERABILITY. In the event any part of this Agreement shall be finally determined by a court of law to be illegal or unenforceable for any reason, then that illegal or enforceable part shall be severed from the Agreement, and the remaining terms shall continue in full force and effect. 29. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto and no prior representation, inducement, promise or agreement, oral or written, between the parties not embodied herein shall be of any force and effect. 30. SOURCEWELL CONTRACT. CITY and NAPA acknowledge and agree that the Sourcewell Contract is a vehicle by which CITY may contract directly with NAPA for parts and services, but that the terms and conditions of this Agreement and not the terms and conditions of the Sourcewell Contract shall govern the relationship of the parties. 31.ADDITIONAL PROVISIONS. 1. The City's Public Works Director or his/her designee shall supervise and control NAPA's work under this Agreement. 2. NAPA shall comply with the terms and conditions of any and all federal, state and local permits, which may be required for the work to be performed. The City shall be responsible for obtaining all other permits at the City's cost. 3. The terms of this Agreement shall be primary and superior to any oral tennis or any conflicting terms found in the Agreement referenced herein. [Signatures Appear on Next Page] IN WITNESS WHEREOF, the parties hereto cause their hands and seals to be affixed by their duly-authorized representatives effective as of the date and year first above written. GENUINE PARTS COMPANY • By: Name: Gregg Sargent Title: Florida Division Vice President- Florida CITY OF OCOEE By: Rusty Johnson, Mayor ATTEST: Melanie Sibbitt, City Clerk (SEAL) APPROVED BY THE CITY OF OCOEE COMMISSION IN A MEETING HELD ON , 2021 UNDER AGENDA ITEM NO. FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA; APPROVED AS TO FORM AND LEGALITY this day of , 20_. SHUFFIELD, LOWMAN &WILSON,P.A. By: City Attorney EXHIBIT A Sourcewell CONTRACT See attached. EXHIBIT B ASSIGNMENT See attached. ASSIGNMENT FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, GENUINE PARTS COMPANY, a Georgia corporation (hereinafter "Assignor"), hereby assigns, transfers, sets over and delivers to Glenn Joiner & Son, Inc., a Florida corporation (hereinafter "Assignee"), all of Assignor's rights, obligations and interest, including any options to renew or extend the contract term, in those certain location(s) as set forth below, as governed by the Integrated Supply Agreement dated by and between Genuine Parts Company and the City of Ocoee (the "Integrated Supply Agreement"). Location(s): City of Ocoee 301 Maguire Road Ocoee, FL 34761 Assignee hereby accepts the assignment of the Integrated Supply Agreement, agrees to provide the services and perform all other obligations required to be performed by "NAPA" in said Integrated Supply Agreement at the times and in the manner set forth in said Integrated Supply Agreement, and shall be bound by all other terms, covenants and conditions of said Integrated Supply Agreement with regard to the location(s) set forth above, all with the same force and effect as if Assignee were originally named as "NAPA"therein. City of Ocoee hereby consents to the above assignment of the Integrated Supply Agreement on the tetras set forth herein. The parties hereto agree that the assignment as set forth herein shall be effective as of midnight on [Signatures Appear on Next Page] IN WITNESS WHEREOF, the undersigned have set their hands this day of ,20 . ASSIGNOR: ASSIGNEE: GENUINE PARTS COMPANY Glenn Joiner& Son, Inc. By: By: Name: Gregg Sargent Name: _Glenn Joiner Its: Division Vice President—Florida Its: President Agreed and acknowledged: City of Ocoee By: Name: Its: EXHIBIT C SAMPLE OPERATIONAL COSTS STATEMENT See attached. AMENDMENT TO INTEGRATED SUPPLY AGREEMENT BY AND BETWEEN GLENN JOINER& SON,INC. AND THE CITY OF OCOEE THIS AMENDMENT TO INTEGRATED SUPPLY AGREEMENT (this "Amendment") is entered into this _ day of , 2021 by and between GLENN JOINER & SON, INC., a Florida corporation (d/b/a NAPA Auto Parts) ("NAPA") and THE CITY OF OCOEE ("CUSTOMER"). WHEREAS,pursuant to a competitive bidding and selection process by Sourcewell (f/k/a National Joint Powers Alliance) (hereinafter, "Sourcewell"), a Minnesota-based Service Cooperative created by Minnesota Legislative Statute 123A.21, Sourcewell and Genuine Parts Company, a Georgia corporation ("GPC"), executed contract #061015 on July 21, 2015, amended by that certain Amendment to Contract #061015-GPC dated November 20, 2019 (hereinafter, the "Original Sourcewell Contract"), to establish a source of supply for certain auto, truck and bus parts as well as to provide Integrated Business Solutions services; and WHEREAS, by becoming a participating member of Sourcewell, Members and User Agencies were authorized to utilize the pricing and incentives available to Sourcewell Members set forth in the Original Sourcewell Contract; and WHEREAS, CUSTOMER, as a User Agency under the Original Sourcewell Contract, previously executed that certain Integrated Supply Agreement dated as of April 5, 2016 by and between CUSTOMER and Genuine Parts Company, a Georgia corporation, contemporaneously assigned to NAPA (the "Agreement"), pursuant to which NAPA has provided integrated business solutions services to CUSTOMER; and WHEREAS, on December 23, 2020, pursuant to a competitive bidding and selection process by Sourcewell, Sourcewell and GPC executed contract#110520-GPC,pursuant to which NAPA may continue to provide a source of supply for certain auto, truck and bus parts as well as to provide Integrated Business Solutions to User Agencies (the "New Sourcewell Contract"); and WHEREAS, CUSTOMER remains a User Agency under the New Sourcewell Contract, and the parties agree that the New Sourcewell Contract is a vehicle by which CUSTOMER and NAPA may extend the term of the Agreement, and following NAPA and Sourcewell's execution of the New Sourcewell Contract, the parties hereto desire to so extend the term of the Agreement. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows: 1. Defined Terms. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement or the New Sourcewell Contract. 2. Term. The parties hereby agree to extend the term of the Agreement until the first to occur of such date as the New Sourcewell Contract terminates or expires, or the earlier termination of the Agreement in accordance with the applicable terms and conditions of the Agreement. As the New Sourcewell Contract is renewed or extended, or upon the award of a successive contract from Sourcewell to NAPA for substantially the same products and services, the Agreement may be again renewed or extended for a period of time equal to or shorter than the period of time the New Sourcewell Contract is renewed or extended, or upon the award of a successive contract from Sourcewell to NAPA for substantially the same products and services, upon the mutual written agreement of the parties hereto. The Agreement shall terminate automatically upon the termination, for any reason, of the New Sourcewell Contract; provided that in the event Sourcewell awards to NAPA a successive contract for substantially the same products and services, this Agreement may be extended for the term of such successive Sourcewell contract. Notwithstanding the foregoing, either party may terminate the Agreement at any time for its convenience by giving the other party sixty (60) days prior written notice of such termination. 3. Conflict. Except as hereby amended, the Agreement shall remain unchanged in full force and effect, and the Agreement remains enforceable against each of the parties and is hereby ratified and acknowledged by each of the parties. If there is any conflict between the terms and provisions of the Agreement and the terms and provisions of this Amendment, this Amendment shall control. 4. Counterparts. This Amendment may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. [Signatures Appear on Next Page] -2- [Signatures to Amendment to Integrated Supply Agreement] IN WITNESS WHEREOF, the parties hereto cause their hands and seals to be affixed by their duly-authorized representatives effective as of the date and year first above written. NAPA: GLENN JOINER& SON,INC. By: Name: Title: CUSTOMER: THE CITY OF OCOEE By: Name: Title: ATTEST: By: Name: Title: (SEAL) APPROVED BY THE CITY OF OCOEE COMMISION IN A MEETING HELD ON , 2021 UNDER AGENDA ITEM NO. FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA; APPROVED AS TO FORM AND LEGALITY this day of 2021. NAME: By: Name: Title: -3- Go��aNf,1ENTgNQ• F h �2 Sourcewell:07Z i oz Lf aURCf?�SIPiG RFP #110520 REQUEST FOR PROPOSALS for Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Proposal Due Date: November 5, 2020, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit,tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than November 5, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Solicitation Schedule Public Notice of RFP Published: September 17, 2020 Pre-proposal Conference: October 7, 2020, 10:00 a.m., Central Time Question Submission Deadline: October 29, 2020, 4:30 p.m., Central Time Proposal Due Date: November 5, 2020, 4:30 p.m., Central Time Late responses will not be considered. Opening: November 5, 2020, 6:30 p.m., Central Time ** **SEE RFP SUB-SECTION V.G."OPENING" Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 1 I. ABOUT SOURCEWELL PARTICIPATING ENTITIES A. SOURCEWELL Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell's solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative contracting solutions from which Sourcewell's Participating Entities procure equipment, products, and services. Cooperative contracting provides participating entities and vendors increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings.At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted vendors' potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal,through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell's contracts are available for use by: • Federal and state government entities; • Cities, towns, and counties/parishes; • Education service cooperatives; • K-12 and higher education entities; • Tribal government entities; • Some nonprofit entities; and • Other public entities. • In Canada, Sourcewell's contracts are available for use by: • Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton,Toronto, Calgary, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 2 • Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; • Members of the Rural Municipalities of Alberta (RMA) and their represented Associations, Saskatchewan Association of Rural Municipalities (SARM), Saskatchewan Urban Municipalities Association (SUMA), Association of Manitoba Municipalities (AMM), Local Authority Services (LAS), Municipalities Newfoundland and Labrador (MNL), Nova Scotia Federation of Municipalities (NSFM), and Federation of Prince Edward Island Municipalities (FPEIM). For a listing of current United States and Canadian Participating Entities visit Sourcewell's website (note: there is a tab for each country's listing): https://www.sourcewell- mn.gov/sou rcewell-for-vendors/agency-locator. Access to contracted equipment, products, or services by Participating Entities is typically through a purchase order issued directly to the applicable vendor. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities' needs, public notice of this RFP has been broadly published, including notification in the United States to each state-level procurement department for possible re-posting. Proof of publication will be available at the conclusion of the solicitation process. II. EQUIPMENT, PRODUCTS,AND SERVICES A. SOLUTIONS-BASED SOLICITATION This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that Proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions, including, but not to be limited to: a. Vendor Managed Inventory solutions, such as: Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 3 1. Parts,fluids, equipment, and supplies for vehicle,truck, fleet, and warehouse operations; 2. On and off-site storage, service, and parts room operation, management, and staffing; 3. Performance reporting, and data and technology analysis; 4. Fleet and facility software integration and data exchange; 5. Emergency response services; 6. Parts replacement and warranty management; 7. National distribution system services; 8. Stock and non-stock parts sourcing of original equipment and aftermarket parts, fluids, equipment, and supplies; and, 9. Parts research, acquisition, and delivery. b. Logistics Management Solutions, such as: 1. Warehouse management services; 2. Warehouse and transportation coordination for in and outbound supplies; 3. Shipment optimization; 4. Freight management; 5. Load scheduling and delivery confirmation; 6. Customs management for international shipments; 7. Coordination of just-in-time replenishment of parts; and, 8. Web-based solutions and knowledge-based professional services. c. Training, consultative, and administrative or technical support services related to the delivery of the solutions offered under Section 1. a. or b. above. 2. The primary focus of this solicitation is on Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions.This solicitation should NOT be construed to include: a. Inventory Software System-only solutions; b. Vehicle Parts-only solutions; c. Public Safety Consultancy-only solutions. 3. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell: a. RFP#022217 Fleet Management and Related Technology Solutions b. RFP#060618 Fleet Management Services Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed. Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 4 Generally,the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers vendors that provide a sole source of responsibility for the products and services provided under a resulting contract. If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that Proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, Proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the Proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. D. ANTICIPATED CONTRACT TERM Sourcewell anticipates that the term of any resulting contract(s) will be four(4) years. Up to two one-year extensions may be offered based on the best interests of Sourcewell and its Participating Entities. Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 5 E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $100 Million;therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer's sales force will be the primary source of communication with Participating Entities. The Proposer's Marketing Plan should demonstrate Proposer's ability to deploy a sales force or dealer network to Participating Entities, as well as Proposer's sales and service capabilities. It is expected that Proposer will promote and market any contract award. G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to Proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the Proposal. Sourcewell reserves the right to verify Proposer's information and may request clarification from a Proposer, including samples of the proposed equipment or products. 3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities.Awards may be based on a subcategory. 4. A Proposer's documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. III. PRICING A. REQUIREMENTS All proposed pricing must be: 1. Line-Item Pricing, Percentage Discount from Catalog Pricing, Cost-Plus Pricing, or a combination of these: a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the Vendor's published "List Price," as well as the "Contract Price." b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer's Suggested Retail Price Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 6 (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible. for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. c. Cost-Plus Pricing is pricing based on the actual cost incurred by the Vendor in performance of the contract, or a stated price for equipment or products supplied by Vendor, plus a specified amount of fee or profit. 2. The Proposer's ceiling price (Ceiling price means that the proposed pricing will be considered as the highest price for which equipment, products, or services may be billed to a Participating Entity). However, it is permissible for vendors to sell at a price that is lower than the contracted price; 3. Stated in U.S. and Canadian dollars (as applicable); and 4. Clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity's location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the Proposer. Additionally, Proposers should clearly. describe any unique distribution and/or delivery methods or options offered in the Proposal. B. ADMINISTRATIVE FEES Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts.The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products,or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the Proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the Proposal being disqualified from further review and evaluation. To request a modification to the Contract terms, conditions, or specifications, a Proposer must complete and submit the Exceptions to Terms, Conditions, or Specifications table, with all requested modifications, through the Sourcewell Procurement Portal at the time of submitting the Proposer's Proposal. Exceptions must: Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 7 1. Clearly identify the affected article and section, and 2. Clearly note what language is requested to be modified. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded vendor for signature. If a Proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract.After that time, at Sourcewell's sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCE Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal.The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell's competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a Proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the Proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the Proposer by checking the box for each addendum. It is the Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 8 responsibility of the Proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer's proposal status to INCOMPLETE.The Proposer can view this status change in the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account.The Proposer is solely responsible to check the "MY BIDS"section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its Proposal (and up to the Proposal due date). If the Proposer's Proposal status has changed to INCOMPLETE, the Proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Proposer's complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the Proposer's sole responsibility to ensure that the proposal is received on time. It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise.The time and date that a Proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal,follow the instructions for technical support posted in the portal. It may take up to twenty-four(24) hours to respond to certain issues. Upon successful submission of a proposal,the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell's support provider at support@bidsandtenders.ca. To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party,the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. Within the Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award.The Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 9 submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: • In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. • Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English. • Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the Proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a Proposer may withdraw its proposal. G. OPENING The Opening of Proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all Proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of Proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to "All" or "Closed.".The solicitation status will automatically change to "Closed" after the Proposal Due Date and Time. VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities.The award(s) will be limited to the number of Proposers that Sourcewell determines is necessary to meet the needs of Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: • The number of and geographic location of: o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities' use. Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 10 o A Proposer's sales and service network to assure availability of product supply and coverage to meet Participating Entities' anticipated needs. • Total evaluation scores. • The attributes of Proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell's knowledge about a specific vendor or product. B. AWARD(S) Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal): Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 • Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Any protest made under this RFP by a Proposer must be in writing, addressed to Sourcewell's Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479.The protest must be received no later than 10 calendar days' following Sourcewell's notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must include the following items: • The name, address, and telephone number of the protester; • The original signature of the protester or its representative; • Identification of the solicitation by RFP number; • A precise statement of the relevant facts; Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 11 • Identification of the issues to be resolved; • Identification of the legal or factual basis; • Any additional supporting documentation; and • Protest bond in the amount of$20,000, except where prohibited by law or treaty. Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the Proposer may be rejected. Sourcewell reserves the right to: • Modify or cancel this RFP at any time; • Reject any and all proposals received; • Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a Proposal; • Disqualify any Proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity's state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; • Clarify any part of a proposal and discuss any aspect of the proposal with any Proposer; and negotiate with more than one Proposer; • Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and • Award a contract to one or more Proposers if it is in the best interest of Participating Entities. E. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the Proposer's responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 12 Sourcewell will not consider the prices submitted by the Proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition. The Proposer understands that Sourcewell will reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. Rev.2/2020 Sourcewell RFP#110520 Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Page 13 SourceweII - � 9/24/2020 Addendum No. 1 Solicitation Number: RFP 110520 Solicitation Name: Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Who are the end users?What is their Number range? Answer 1: Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Refer to RFP Section I. B.—Use of Resulting Contracts, for a listing of the types of entities eligible to utilize Sourcewell cooperative contracts. The number of participating Sourcewell Participating Entities is not static. Sourcewell maintains a link to a Participating Entity list on the "Sourcewell for Vendors" page of the Sourcewell website, with a separate worksheet for both the US and Canada (www.sourcewell-mn.gov/sourcewell-for-vendors/agency-locator).The list is updated weekly. Question 2: Are Participating Entities represented on the selection committee?Who else is on the selection committee? Answer 2: In regard to this RFP, the proposal evaluation committee will be comprised of Sourcewell procurement professionals. Question 3: Did you have demonstrations of solutions that meet your requirements before posting the RFP? Will proposers be allowed to demonstrate a proposed solution? Answer 3: Refer to RFP Section V.—RFP Process for an overview of Sourcewell's solicitation process. No proposer demonstrations have occurred, been planned or anticipated. Each proposer, in its discretion, will determine the method it deems best suited to convey the relevant information through the Sourcewell Procurement Portal.The complete proposal must be submitted through the Sourcewell Procurement Portal, no later than the date and time specified in the Solicitation Schedule, and all relevant information should be included in the proposal. Question 4: Why are you trying to get a new system?What problem are you trying to solve with this RFP? Answer 4: This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. Question 5: Are there any requirements for a native mobile app or a native web app? Answer 5: Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications or finite quantities. A proposer can propose its entire line of equipment, products, and services falling within the requested equipment, products, and services as described in the RFP. Question 6: Is there a current vendor? Answer 6: For examples of current Sourcewell-awarded contracts, navigate to the page on the Sourcewell website at the following address: https://www.sourcewell-mn.gov/contract- search. Question 7: Can you provide a list of other purchasing cooperatives that you have worked with in the past? Answer 7: As stated in RFP Section I. A., "At times, Sourcewell also partners with other purchasing cooperatives...expanding the reach of contracted vendors' potential pool of end users." However, regarding this RFP, Sourcewell has not partnered with another purchasing cooperative to co-solicit this opportunity. Each RFP is an opportunity independent of any other prior, current or future RFPs. Question 8: Will you provide a list of plan takers? Answer 8: A list of plan takers will not be provided as part of the solicitation process. Question 9: Section III. A. 3. instructs pricing needs to be "Stated in US and Canadian dollars". Did you mean stated in US or Canadian Dollars? If you meant "and," how do you expect the exchange rate to be applied? Answer 9: RFP Section III. A. 3. states that pricing is to be "Stated in U.S. and Canadian dollars (as applicable)." Each proposer will use its discretion in addressing the exchange rate fluctuation challenge, as applicable. Without limiting the available alternatives, reference to applicable indexes, rates, or metrics, is allowable in a proposal. A proposer is not required to cover every geographic region to be considered for award. Each proposal is evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 110520 posted to the Sourcewell Procurement Portal on 9/24/2020, is required at the time of proposal submittal. ,„„qc we I I 0A,--.„ Sourcewell 9/28/2020 Addendum No. 2 Solicitation Number: RFP 110520 Solicitation Name: Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Will Sourcewell provide additional information on the requested equipment, products, and services? For instance, in RFP Section II. B. 1. a. 2., what is meant by"service"? What is involved with "parts room operation and management"? Or, referring to RFP Section II. B. 1. a. 3., what performance are you reporting?What do you need in terms of"data and technology analysis"? [Note:Additional submitted questions omitted as repetitive per RFP Section V. B.] Answer 1: Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications or finite quantities. A proposer can propose its entire line of equipment, products, and services falling within the requested equipment, products, and services as described in the RFP. Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. Question 2: Due to a scheduling conflict, will Sourcewell consider shifting the virtual pre-proposal conference to the afternoon of 7 October? Answer 2: At this time Sourcewell will not entertain alterations to the Solicitation Schedule as outlined in the RFP. The Pre-Proposal Conference will be recorded. Following the Pre- Proposal Conference, registered plan takers will receive an email providing the Pre- Proposal Conference presentation in PDF format and a link to the recording. End of Addendum Acknowledgement of this Addendum to RFP 110520 posted to the Sourcewell Procurement Portal on 9/28/2020, is required at the time of proposal submittal. Sourcewell, 10/8/2020 Addendum No. 3 Solicitation Number: RFP 110520 Solicitation Name: Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: How do I locate the prior Sourcewell RFPs that have been excluded from this solicitation? Answer 1: All documentation for prior solicitations is located on the Sourcewell website (www.sourcewell-mn.gov). On the Sourcewell website homepage, access the search function located in the website header bar(identified with a "magnifying glass" icon) and enter the RFP number of interest.The search results page will display a hyperlink to the landing pages of the awarded vendors for the relevant RFP. Navigate to any awarded vendor landing page and then select the "Contract Documents" section along the left margin.The RFP is available as a download within the Contract Documentation section. End of Addendum Acknowledgement of this Addendum to RFP 110520 posted to the Sourcewell Procurement Portal on 10/8/2020, is required at the time of proposal submittal. SourceweII 10/19/2020 Addendum No. 4 Solicitation Number: RFP 110520 Solicitation Name: Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: How would you evaluate two partners working jointly on this RFP? Do you have a partnering list where plan takers volunteer their contact info to be contacted? Answer 1: Refer to RFP Section II. B.—Requested Equipment, Products, or Services—"If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services,the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract." It is left to the discretion of each proposer to determine the information or documentation necessary to best demonstrate their ability to serve Sourcewell Participating Entities and satisfy all the requirements included in the questionnaire tables. Proposals are evaluated based on the criteria stated in the RFP. Sourcewell does not maintain a partnering list. Question 2: Can we review a list of plan takers? Answer 2: Refer to Addendum 1, Question and Answer 8. End of Addendum Acknowledgement of this Addendum to RFP 110520 posted to the Sourcewell Procurement Portal on 10/19/2020, is required at the time of proposal submittal. Sourcewell J + 5 10/21/2020 Addendum No. 5 Solicitation Number: RFP 110520 Solicitation Name: Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Due to the nature of our customizable solutions/services, is it acceptable to enter into separate agreements directly with the Participating Entity that would detail the specific scope of services to be provided and all of the key provisions relating to such services (e.g.,termination rights, insurance requirements and liability). Answer 1: Refer to Sourcewell contract template Section 6. B.—Additional Terms and Conditions/Participating Addendum. "Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. ... Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract." End of Addendum Acknowledgement of this Addendum to RFP 110520 posted to the Sourcewell Procurement Portal on 10/21/2020, is required at the time of proposal submittal. Sourcewell ] 10/27/2020 Addendum No. 6 Solicitation Number: RFP 110520 Solicitation Name: Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: If there is an "addendum" or"additional terms" entered into directly with a Participating Entity, does that become a separate standalone and distinct agreement, such that the Sourcewell agreement only governs the contractual relationship between the vendor and Sourcewell? Answer 1: No.The Sourcewell contract is a necessary element of a Participating Entity purchase under the contract. Refer also to Sourcewell contract template Section 6. D.— Specialized Service Requirements, related to extra-contractual services or requirements. Question 2: Would the agreement that we enter into with a Participating Entity for specific services be required to be made public? Answer 2: Refer to Sourcewell contract template Section 6. F.—Governing Law and Venue. "The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase." End of Addendum Acknowledgement of this Addendum to RFP 110520 posted to the Sourcewell Procurement Portal on 10/27/2020, is required at the time of proposal submittal. DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC Sou rcewel I Solicitation Number: RFP#110520 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Genuine Parts Company d.b.a. NAPA Integrated Business Solutions, 2999 Wildwood Parkway,Atlanta, GA 30339 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21)that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education,. nonprofit,tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE.This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION.This Contract expires December 29, 2024, unless it is cancelled sooner pursuant to Article 24.This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES.Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Rev.8/2020 1 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. All products supplied to a Participating Entity under the Contract are subject to the terms of written warranties provided by the manufacturer of each product, and Vendor 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 products supplied under the Contract. Copies of the manufacturers'warranties will be made available to the Participating Entity upon request. Vendor will pass through all available warranty benefits from the applicable manufacturer to the Participating Entity to the extent permitted by contract or law. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution,Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract.This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition.This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery,Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable Rev.8/2020 2 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract,Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time.All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator.This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion.The new pricing Rev.8/2020 3 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS,AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education,tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws.Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES.Vendor's employees may be required to perform work at government- owned facilities, including schools.Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT.To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor.Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however,Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract. Rev.8/2020 4 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 110520-GPC Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM.Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum;the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. PERFORMANCE BOND. If requested by a Participating Entity,Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity's order. D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees,will not be made a party to a claim for breach of such agreement. E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity. F. GOVERNING LAW AND VENUE.The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE.Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed.The Account Representative will be responsible for: Rev.8/2020 5 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS.Vendor must perform a minimum of one business review with Sourcewell per contract year.The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees,supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES,ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report(Report)to the Sourcewell Contract Administrator assigned to this Contract.A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales,Vendor must submit a report indicating no sales were made). The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; • Customer City; • Customer State/Province; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to,the pricing.Vendor may not charge Participating Entities more than the contracted - price to offset the Administrative Fee. The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the Rev.8/2020 6 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC address above ''Attn:Accounts Receivable." Payments must be received no later than 45 calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the rightto cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract,Vendor must promptly notify Sourcewell in writing. 10.ASSIGNMENT,AMENDMENTS,WAIVER,AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement.Such consent will not be unreasonably withheld. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. WAIVER. If either party fails to enforce any provision of this Contract,that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE.This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract,whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES.The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses.This Contract does not create a partnership,joint venture, or any other relationship such as master-servant, or principal-agent. Rev.8/2020 7 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 110520-GPC 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys'fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. 12.AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract.This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. 13.GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INDEMNIFICATION As applicable,Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims,judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of violation of applicable patent or copyright laws related to intellectual property rights owned, or represented as owned, by Vendor.Vendor will not provide copyright,trademark, or patent indemnity to Sourcewell or its Participating Entities for Equipment or Products supplied under the Contract which Vendor does not manufacture.Vendor will use reasonable commercial efforts to assist the Participating Entity in prosecuting any infringement indemnification claim against the applicable manufacturer. 15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING,AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: Rev.8/2020 8 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Vendor. b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor's Trademarks in advertising and promotional materials for the purpose of marketing Vendor's relationship with Sourcewell. 2. Limited Right of Sublicense.The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively"Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Sourcewell must not alter Vendor's Trademarks from the form provided by Vendor and must comply with Vendor's removal requests as to specific uses of its trademarks or logos. b. Vendor must not alter Sourcewell's Trademarks from the form provided by Sourcewell and must comply with Sourcewell's removal requests as to specific uses of its trademarks or logos. c. 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. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract 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 vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs,and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors,with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING.Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. Rev.8/2020 9 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC D. ENDORSEMENT.The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16.GOVERNING LAW,JURISDICTION,AND VENUE Minnesota law governs this Contract.Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control.A party defaulting under this provision must provide the other party prompt written notice of the default. 18.SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such h declaration or finding and must be fully performed. 19. PERFORMANCE, DEFAULT,AND REMEDIES A. PERFORMANCE. During the term of this Contract,the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management.The Vendor will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute,the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: Rev.8/2020 10 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default.Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages permitted by the Contract. If the default remains after the opportunity for cure, the non-defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS.At its own expense,Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract 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 coverage and limits of insurance not less than the following: 1. Workers'Compensation and Employer's Liability. Workers' Compensation:As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor 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 construction defect, 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 Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate Rev.8/2020 11 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below.The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001(2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract,Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract,Vendor will maintain coverage for network security and privacy liability.The coverage may be endorsed on another form of liability coverage or written on a standalone policy.The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data—including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract,Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. 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 sent to the Sourcewell Contract Administrator assigned to this Contract.The certificates must be signed by a person authorized by the insurer(s)to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or Rev.8/2020 12 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 110520-GPC "work" performed by or on behalf of Vendor, and products and completed operations of Vendor.The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION.Vendor 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 Contract or other insurance applicable to the Vendor 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 Vendor or its subcontractors. Where permitted by law,Vendor 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 Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. " B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities. 22. BANKRUPTCY, DEBARMENT,OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor 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 the Canadian 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 Contract.Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. Rev.8/2020 13 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC 23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract 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 also require additional requirements based on specific funding specifications provided that any such additional requirements must be accepted in writing by Vendor for any such requirements to be binding on Vendor. Within this Article, all references to "federal" should be interpreted to mean the United States federal government.The following list only applies when a Participating Entity accesses Vendor's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT,AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of$2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week.The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination.The non-federal entity must report all suspected or reported violations to the federal awarding agency.The contracts must also include a provision for compliance with the Copeland "Anti-Kickback"Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States").The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.The non-federal entity must report Rev.8/2020 14 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 110520-GPC all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT(40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous.These requirements do not apply to the purchases of supplies or 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 Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. 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 awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. 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).Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689).A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. Rev.8/2020 15 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 110520-GPC §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.Vendor 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. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors 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.Vendors 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. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS.To the extent applicable,Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333.The Vendor 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. 1. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE.To the extent applicable,Vendor 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. J. BUY AMERICAN PROVISIONS COMPLIANCE.To the extent applicable,Vendor 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 for free and open competition. Vendor does not guarantee compliance with the Buy American Act, except as may be negotiated with the Participating Entity on a case-by-case basis where compliance is required. K. ACCESS TO RECORDS (2 C.F.R. § 200.336).Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions.The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. Rev.8/2020 16 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 110520-GPC L. 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.Vendor does not guarantee compliance with Section 6002 of the Solid Waste Disposal Act, except as may be negotiated with the Participating Entity on a case-by-case basis where compliance is required. 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time,with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Genuine Parts Company.d.b.a. NAPA Integrated Business Solutions DocuSigned by: DocuSigned by: LitAAVI Sthavarl-A, 30- 6A175 By: COFD2A139006489... By: -BBF6652DCC21445... Jeremy Schwartz Jett Kuntz Title: Director of Operations & Title:Vice President NAPA Fleet & IBS Procurement/CPO 12/21/2020 112:19 PM CST 12/23/2020 1 7:25 AM PST Date: Date: Apprnvarl Docu Signed �b�y�:� y 0,141 By. L 7E42B8F817A64CC.. Chad Coauette Title: Executive Director/CEO 12/23/2020 111:40 AM CST Date: Rev.8/2020 17 DocuSign Envelope ID:1767BDF6-9E98-490E-A853-6ADOC1B3B9DD RFP 110520 - Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions Vendor Details Company Name: Genuine Parts Company-NAPA Integrated Business Solutions Does your company conduct business under any other name?If NAPA Auto Parts,NAPA IBS yes,please state: 2999 Wildwood Parkway Address: Atlanta,GA 20229 Contact: Jett Kuntz Email: jett kuntz@genpt.com Phone: 770-855-2221 HST#: 58-0254510 Submission Details Created On: Thursday September 17,2020 08:59:24 Submitted On: Wednesday November 04,2020 13:44:42 Submitted By: Jett Kuntz Email: jett kuntz@genpt.com Transaction#: e59f1323-082e-4ac8-a098-20b0fad79e43 Submitter's IP Address: 104.225.162.124 Bid Number: RFP 110520 Vendor Name: Genuine Parts Company-NAPA Integrated Business,Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD Specifications Table 1: Proposer Identity &Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark"NA' if the question does not apply to you (preferably with an explanation). Line Question Response* Item 1 Proposer Legal Name (and Genuine Parts Company d.b.a. NAPA Integrated Business Solutions applicable d/b/a, if any): 2 Proposer Address: Genuine Parts Company 2999 Wildwood Parkway * Atlanta, GA 30339 3 Proposer website address: www.NAPA-IBS.com 4 Proposer's Authorized Jett Kuntz Representative (name, title, Vice President, NAPA Fleet & IBS address, email address & phone) 2999 Wildwood Parkway (The representative must have Atlanta. GA 30339 authority to sign the "Proposer's Jett_Kuntz@genpt.com Assurance of Compliance" on (770) 855-2221 behalf of the Proposer and, in the event of award. will be expected to execute the resulting contract): 5 Proposer's primary contact for this Jett Kuntz proposal (name, title, address, Vice President, NAPA Fleet & IBS email address & phone): 2999 Wildwood Parkway Atlanta, GA 30339 Jett_Kuntz@genpt.com (770) 855-2221 6 Proposer's other contacts for this Tim Crowe proposal, if any (name, title, NAPA IBS Marketing Coordinator address, email address & phone): 7150 South Fulton Street, Suite #300 Centennial, CO 80112 Tim_Crowe@genpt.com (720) 822-1264 Ryan Ouellette Director IBS Operations 2999 Wildwood Parkway Atlanta, GA 30339 Ryan_Ouellette@gen pt.com (678) 934-5302 Table 2: Company Information and Financial Strength Line Question Response Item Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 7 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 equipment, products or services. 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 92 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 as a way 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 $19 billion. In 1994, NAPA instituted a vendor managed inventory program called NAPA Integrated Business Solutions (NAPA IBS). bringing fleet inventory management solutions to government customers across the US and Canada. Today, NAPA IBS supports more than 400 fleet garages across the public and private sectors. With more than 92 years of distribution expertise, GPC's commitment and reputation for just-in-time service position us as a critical partner in our customers' success. 8 What are your company's expectations in the Our first order of business, if awarded, will be to renew/extend each of our 50+ event of an award? current Sourcewell IBS contracts to the allowable timeframe. In 2015 when Genuine Parts Company responded to the RFP for the current Sourcewell contract #061015, we had 17 IBS operations using the contract. In the past five years, we have worked tirelessly to grow the contract and today have more than 50 IBS customers using it. Our current customers have seen the benefits and are eager to continue the completely integrated programs we have begun over the last decade. We are already working on providing our team of 15 IBS sales and marketing specialists in the US and Canada with initiatives to reach out to these customers in anticipation of an award. Our next order of business upon award would be a large-scale campaign to recruit new government agencies to our contract. We currently have 20+ new agencies awaiting award to begin using a new Sourcewell contract term. We already have specific digital tracking of Sourcewell contract opportunities through Salesforce.com and customized pipeline reporting and will be creating a Sourcewell customer testimonial and promotional video series and more that we will discuss in greater depth in our Marketing Plan responses. We will present the new contract to these 20+ agencies within the first 45 days after award. When looking at the government fleet sector, we have identified more than $500 million in potential new sales opportunity through NAPA IBS VMI services. With a new Sourcewell contract award, we estimate that we can achieve double the sales volume that we are doing today through new government contracts. Finally, we have more than 100 current IBS government customers in the US and Canada that are not currently using the Sourcewell cooperative for our contract. In the light of our current pandemic, we feel there will be many of these agencies who will be looking for contract solutions to keep our partnerships going with minimal effort and interruption. Our number one priority for these customers is to promote the Sourcewell contract as a vehicle to forego the RFP process when our current contracts come up for rebid. We feel good about our opportunities to convert many of these to Sourcewell contracts upon award. On another note, we are also currently working to drive Sourcewell revenues through our other related Sourcewell contracts, including MRO management and fleet auto parts, further strengthening our relationship with Sourcewell and our mutual business impact. All in, the opportunity to more than double our existing contract base using Sourcewell is our main objective with a new award. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 9 Demonstrate your financial strength and Founded in 1928, Genuine Parts Company has had more than 90 years of financial stability with meaningful data. This could growth and operational stability. This strength brings confidence to Sourcewell include such items as financial statements, members who want to know they are doing business with a company that is here to SEC filings, credit and bond ratings, letters support them long term. of credit, and detailed reference letters. Upload supporting documents (as applicable) Today, GPC is a leading global distributor with scale and brand strength. We have a in the document upload section of your strong track record of strategic acquisitions to drive growth in large, fragmented response. addressable markets where we can leverage our distribution expertise, efficiencies and shared services across our portfolio of businesses. We continuously optimize our portfolio and organizational structure for profitable growth and year over year maintain a strong balance sheet, cash flow, disciplined capital allocation and history of consistent dividends. In 2019, we continued to grow through several strategic transactions designed to optimize our portfolio and create value for our stakeholders. All in, 2019 was a record sales year and we provided our shareholders with a 14.0% total return. Our financial results in 2019 reflect the positive impact of our strategic growth initiatives and continued focus on improving our operating performance, maintaining a strong balance sheet, driving meaningful cash flows and effective capital allocation. In 2020, the COVID-19 crisis has affected business and governments across the world and GPC has felt some of these effects as well. However, by focusing on the health and safety of our people and supporting agility in our operations, we have come through this stronger than ever and continue to grow. Overall, GPC has a strong history of sales and profit growth, increasing sales in 87 consecutive years and profits in 75. Additionally, 2020 marks our 64th consecutive year of increased dividends to our shareholders. For further information and documentation, please find our 2019 annual report in the document upload section of this response. 10 What is your US market share for the With more than 400 IBS locations across the US, GPC/NAPA has an estimated 80 solutions that you are proposing? percent market share in the scope of the government vendor managed inventory services outlined in this RFP. 11 What is your Canadian market share for the Within current government agencies that are doing vendor managed inventory solutions that you are proposing? programs in Canada, NAPA IBS has an estimated 90 percent market share. With 22 IBS sites across the country, including our cornerstone Sourcewell contract with the City of Toronto and eight other government IBS contract. our Canada operations are experienced and ready to grow their Sourcewell IBS footprint. 12 Has your business ever petitioned for No, Genuine Parts Company has never petitioned for bankruptcy protection in our 92- bankruptcy protection? If so, explain in detail. year history. 13 How is your organization best described: is it Our company is both a distributor/dealer/reseller and a service provider with respect a manufacturer, a distributor/dealer/reseller, or to this contract and is authorized to act as such for the products and services a service provider? Answer whichever proposed in this RFP. question (either a) or b) just below) best applies to your organization. Distributor/Dealer/Reseller: GPC/NAPA has an internal supply chain of NAPA branded a) If your company is best described as a aftermarket parts and supplies that we distribute through our 52 distribution centers distributor/dealer/reseller (or similar entity), 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 In addition, NAPA Integrated Business Solutions (NAPA IBS) is a separate service applicable, is your dealer network offering that is made available through both our company-owned and independent independent or company owned? operations. NAPA IBS is a trademarked, licensed brand exclusive to the NAPA family b) If your company is best described as a of stores. Through contractual assignment language, we are able to authorize our manufacturer or service provider, describe independent locations to perform the exact same services proposed within our your relationship with your sales and service response and have done so multiple times under our current contract. force and with your dealer network in delivering the products and services proposed Additionally, in order to best serve our Sourcewell customers, we have a vast in this RFP. Are these individuals your network of more than 1,400 outside suppliers available exclusively through our NAPA employees, or the employees of a third party? IBS network, that we partner with to be a full service, turnkey sourcing solution for government fleets that require more product than the NAPA system alone can provide. In these cases, we act as a service provider in procuring parts and managing those vendor relationships. All functions of this work are done by GPC employees or independent store employees. Typically, we do not hire third-party employees on any contracts unless specifically asked for by a government agency. 14 If applicable, provide a detailed explanation Genuine Parts Company holds current business licenses to operate, as well as brick- outlining the licenses and certifications that and-mortar infrastructure, in each of the 50 states as well as Canada. With our are both required to be held, and actually company and independent store network, it is important to note that NAPA has held, by your organization (including third current business licenses to do business in more than 6,000 markets with existing parties and subcontractors that you use) in Sourcewell members today. What this means to the members is that there are local pursuit of the business contemplated by this businesses with tax paying citizens working in those markets ready to serve them RFP. today. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 15 Provide all "Suspension or Debarment' Genuine Parts Company has not had any suspension or debarment action applied to information that has applied to your our organization in the past ten years. organization during the past ten years. Table 3: Industry Recognition & Marketplace Success Line Question Response Item 16 Describe any relevant industry awards or In 2019, Jett Kuntz, Vice President of NAPA IBS, was awarded the Sourcewell recognition that your company has received Pioneer award at Sourcewell's H2O conference for his vision, commitment and drive in the past five years to grow the current Sourcewell VMI contract. In the last five years, the contract has grown exponentially through Jett's and the IBS team's commitment to cooperative purchasing. In their press release announcing the award, Sourcewell stated: "Jett has supported Sourcewell's mission beyond cooperative purchasing. He shows great respect for other people in a manner that is rarely as authentic and genuine. He is committed to the cause, confident in supporting what they commit to, and willing to go where others cannot see a way. And like the other Sourcewell Pioneers, he has always been willing to share information and ideas with fellow vendors to help them grow their contracts. He was part of our 1st Vendor Advisory Committee and remains an active committee member helping guide our growth and represent the vendor voice as we plan for Sourcewell's future." Our vendor managed inventory services with IBS are also awarded with the successes of our customers. Over the past 26 years our NAPA IBS customers have received hundreds of local and national awards. In Govemment Fleet Magazine's 2019 Leading Fleet Awards, the following fleet organizations received awards of operational excellence and have attributed part of their success to NAPA IBS. These awards are given to the best fleets, all of the below being current NAPA IBS customers and many of which being Sourcewell members, 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 govemment fleet business. Current NAPA IBS Customers Awarded as Leading Fleets in 2019 (in alphabetical order): • City of Cape Coral, Fla. • City of Denton, Texas • City of Dublin. Ohio • City of Fort Worth, Texas • City of Greenville, S.C. • City of Lakeland Fleet Management, Fla. • City of Sacramento, Calif. • City of Tempe, Ariz. • City of Ventura, Calif. • County of San Diego • County of San Luis Obispo, Calif. • County of Sonoma, Calif. • Hillsborough County, Fla., Fleet Management Department • New York City Fleet • Ventura County, Calif., GSA Fleet Services Current NAPA IBS Customers Mentioned as Notable Fleets in 2019 (in alphabetical order): • Broward County Sheriffs Office, Fla. • City of Grand Prairie, Texas • City of Marietta, Ga. • City of West Jordan, Utah • Cobb County Fleet Management, Ga. • New York City Department of Transportation • New York City Police Department • Pasco County, Fla. • Sarasota County Govemment, Fla. 17 What percentage of your sales are to the Of our 400+ IBS locations, Govemment (City, County, State. DOT. Govemment Utility) governmental sector in the past three years and Education (Higher Ed/K-12) comprise about 60 percent of our overall purchase volume in vendor managed inventory services. Of that government market, approximately 80 percent is traditional government and 20 percent is education. We also have very large customers in the private sector (airlines, construction, utility, private fleets) that are a significant portion of our IBS services. It is a tremendous value to our government customers that we have information on vendors from our private sector business as it broadens the scope of availability on OE and MRO supplies for our government and education fleet customers. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 18 What percentage of your sales are to the Our education customers can be divided into K-12 bus fleets and higher education education sector in the past three years fleets. Traditional K-12 fleets have been the majority of purchases for us in the last three years. However, we have seen a significant uptick in Sourcewell members in the higher education category contracting with us. Of our total govemment volume, education is roughly 20 percent of our sales. 19 List any state, provincial, or cooperative NAPA has a mix of state, provincial and cooperative purchasing contracts that make purchasing contracts that you hold. What is up our government business segment. We have 40 standalone and cooperative state the annual sales volume for each of these contracts for traditional automotive parts. Within the scope of vendor managed contracts over the past three years? inventory services, we also have state and cooperative contracts that provide the specifications required by this RFP. A summary of each type of contract we currently hold is below. Traditional Parts Business: Direct Contracts with States (no coop): Total average annual contract value past 3 years = $36.5 million State of Delaware State of Georgia State of Idaho State of Iowa State of Massachusetts State of Mississippi State of New Jersey State of Utah State of Virginia State of W. Virginia Cooperative Contracts: NASPO: 18 States Total avg. annual contract value past 3 years = $35 million Sourcewell: 3 States + Individual Cities Total avg. annual contract value past 3 years = $25 million Vendor Managed Inventory (IBS) Business: Direct Contracts with States (no coop: Total average annual contract value past 3 years = $33.8 million State of Arizona State of Illinois State of Kansas State of Ohio Cooperative Contracts: Sourcewell: 3 States Total average annual contract value past 3 years = $12.0 million State of Georgia State of Illinois State of Massachusetts 20 List any GSA contracts or Standing Offers NAPA IBS holds no GSA contracts. and Supply Arrangements (SOSA) that you hold. What is the annual sales volume for each of these contracts over the past three years? Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD Table 4: References/Testimonials Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name* Contact Name* Phone Number* City of Sacramento, CA Mark Stevens 916-808-5869 Department of Public Works Fleet Manager Fleet Division mstevens@cityofsacramento.org City of Ventura, CA Mary Joyce Ivers 805-701-7315 Public Works Department Deputy Public Works Director * mjivers@cityofventura.ca.gov Polk County, FL Robert Biller 863-534-5660 Fleet Management Division Director, Fleet Management robertbiller@polk-county.net We have additional letters of We have additional letters of recommendation for all We have additional letters of recommendation for all three references three references attached in the supplemental document recommendation for all three attached in the supplemental document upload section of this response. references attached in the upload section of this response. supplemental document upload section of this response. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD Table 5: Top Five Government or Education Customers Line Item 22. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type,the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type* State f Scope of Work* Size of Transactions* Dollar Volume Past Three Province* Years* Chicago Government Illinois-IL Vendor managed inventory Multi-year contract. Agency 2020 YTD: $55,365,549 Transit Authority services. Master warehouse that is billed a monthly fee for 2019: $70,838,159 services 20 City bus and rail operational expenses. 2018: $68,722,731 garages for the second-largest Separate billing is transit authority in the US. provided for all parts and supplies procured monthly through the contract. Parts transactions number in the thousands as we source through hundreds of vendors. City of Government Illinois-IL Vendor managed inventory Multi-year contract. Agency 2020 YTD: $20,323,676 Chicago Fleet services for 14 on-site parts is billed a monthly fee for 2019: $28,098,757 rooms servicing the City's fire, operational expenses. 2018: $27,280,538 police, sanitation, parks, aviation Separate billing is and general fleets. provided for all parts and supplies procured monthly through the contract. Parts transactions number in the thousands as we source through hundreds of vendors. City of New Govemment NewYork-NY Vendor managed inventory Multi-year contract. Agency 2020 YTD: $19,639,682 York Fleet services for 17 on-site parts is billed a monthly fee for 2019: $23,925,781 rooms servicing the City's fire, operational expenses. 2018: $20,285,905 police, sanitation. DOT. parks, Separate billing is corrections and general fleets. provided for all parts and supplies procured monthly through the contract. Parts transactions number in the thousands as we source through hundreds of vendors. Ohio Government Ohio-OH Vendor managed inventory Multi-year contract. Agency 2020 YTD: $19,899,819 Department of services with onsite personnel in is billed a monthly fee for 2019: $21,439,285 Transportation each of 12 DOT districts operational expenses. 2018: N/A servicing more than 100 downline Separate billing is shops statewide supporting all provided for all parts and DOT fleet operations, including supplies procured monthly snow removal, mowing, highway through the contract. Parts maintenance and more. transactions number in the thousands as we source through hundreds of vendors. City of San Government California-CA Vendor managed inventory Multi-year contract. Agency 2020 YTD: $8,979,109 Diego Fleet services for current Sourcewell is billed a monthly fee for 2019: $11,622,621 customer with an on-site parts operational expenses. 2018: $11,076,795 room with single-source delivery Separate billing is service to 11 garages supporting provided for all parts and the City's police, fire, public supplies procured monthly works, sanitation, parks, golf through the contract. Parts course and utility fleets as well transactions number in the as MRO products. thousands as we source through hundreds of vendors. Table 6: Ability to Sell and Deliver Service 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. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD Line Question Response' Item 23 Sales force. NAPA IBS has 100% coverage of the US through full-time NAPA IBS dedicated sales representatives across our 6 automotive company divisions: Our NAPA IBS United States Sourcewell sales force includes 16 Sourcewell sales execution specialists: Eastern Division — Terry Ryan, Lis Malysa — CT, DE, MA, ME, NH, NJ, NY, PA, RI, VT Mid-Atlantic Division — Josh Peters, Ron Nelson, Steve McNeal, Dan Bigham and Rich Huzi — DC, IN, KY, MD, NC, OH, PA, SC, TN, VA, WV Mountain Division — Dale Clark, Hunter Beal, Vicky Donio — AK, CO, ID, MT, OK, ND, NM, SD, TX, UT, WA, WY Midwest Division — Steve Brisco, John Marchese — IA, IL, KS, MI, MN, MO, NE, WI Southeast Division — Peter Purpura, Mark Smith — AL, AR, FL. GA, LA, MS, TN Western Division — Mike Picardi, Robert Sperry - AZ, CA, HI, OR, NV, WA In addition to our dedicated sales force in the US, we have local teams in every major market that are knowledgeable about and invested in promoting the Sourcewell program. Our local General Managers, District Managers, Commercial Sales Managers, Wholesale Managers and Area Managers make up another 250+ NAPA team members who are tasked with growing this contract. Napa will be also supporting the Sourcewell contract amongst 4 regions across Canada. Below is an organizational breakdown that demonstrates how it will be supported in the Atlantic, Quebec, Ontario and the Western region. Central & East Regions — Stephanie Cooney-Mann — ON, MB, NS, PEI, NB, NF Quebec Region — Pierre Berthiaume - QC West Region - Troy Sawada — BC, AB, SK NAPA IBS Headquarters Sourcewell Contract Support — United States Jett Kuntz - Corporate Vice President NAPA IBS • Responsible for all business category segments of IBS sales and operations including, project implementation, personnel development, operations, contracts, software integrations and marketing • Senior, single point of contact for all Sourcewell contract questions Ryan Ouellette - Director of Operations — NAPA IBS • Responsible for building a rock-solid operations platform to enhance our current operations and assist the roll-out of new locations Tim Crowe — Marketing Coordinator — NAPA IBS • Manages NAPA IBS Digital Marketing and Salesforce.com database efforts • Coordinates Digital Marketing for Sourcewell publicity and marketing efforts Matt Chapman - IBS Inventory Control Manager • Manages NAPA IBS national "Vendor Spend" analysis • Identifies reasonably achievable pricing cost schedules by supplier and/or industry • Identifies targets for potential national vendor buying agreements • Coordinates non-NAPA product line database to promote national inventory and sales reporting • • Reviews opportunities to move unproductive inventory to other IBS sites reducing obsolescence • Provides feedback and input on IBS inventory control improvements Eric Maurey — IBS Operations Manager • Establishes and provides oversight of standardized procedures • Reviews operational initiatives for increased efficiencies • Reports to upper management on operational key performance indicators (KPIs) of our group • Establishes and reviews corporate IBS Policies and disperses them to the field • Oversees implementation of service and accountability initiatives • Sourcewell audit reporting reconciliation specialist Collin Garner - IBS Legal Counsel • Reviews all documents before we execute an RFP response, contract change or new agreements • Negotiates and coordinates all Sourcewell and IBS contract documents Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD Donna Wright-Walsh — IBS IT Director • Maintains relationships with major fleet software providers • Oversees all software integration and IT reporting efforts • Reviews new technology issues to improve platform compatibility NAPA IBS Headquarters Sourcewell Contract Support — Canada Gerry Tadeo — Director, IBS Store Operations • Responsible for all business category segments of IBS sales and operations including, project implementation, personnel development. operations, contracts, software integrations • Responsible for building a rock-solid operations platform to enhance our current operations and assist the roll-out of new locations Darren Rest — Specialists, Bids & Quotes • Lead proposal development including RFPs, RFIs, RFQs and RFSOs, as well as maintaining pertinent related electronic documentation, managing proposal drafts and researching content. • Lead efforts to ensure accurate and effective logging, tracking, preparation and completion of high-quality proposals to support NAPA's sales activities. • Develop and foster relationships with Regional Specialists to capitalize on sales opportunities pertaining to Government & large Fleets. Barbara Schryver — IBS Inventory Coordinator • Coordinates non-NAPA product line database to promote national inventory and sales reporting • Reviews opportunities to move unproductive inventory to other IBS sites reducing obsolescence • Provides feedback and input on IBS inventory control improvements Martin Rolland — Uap Inc. Legal Counsel • Reviews all documents before we execute an RFP response, contract change or new agreements • Negotiates and coordinates all Sourcewell and IBS contract documents Gilles Desrochers — Director, Store Computing/Integration • Oversees all software integration and IT reporting efforts • Reviews new technology issues to improve platform compatibility Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 24 Dealer network or other distribution methods. NAPA IBS promotes the Sourcewell vendor managed inventory contract to all of our 6,000+ stores nationwide. Our dealer network is broken out into 5,000 small business independent stores and 1,000 company-owned NAPA stores. These stores and our 400 unique vendor-managed locations are supported by our 52 master distribution centers that contain more than $1 billion of fleet parts and other replenishment inventory for our network. The value of this network to Sourcewell members lies in our ability to provide inventory, distribution and local support in any area of the US or Canada without having to incur excessive mobilization or freight times or charges. If a member wants to implement our services, chances are we already have boots on the ground in their location who are trained and ready to support them right away. Our network is available 365 days each year to get our customers the parts they need in the most efficient way possible. Our network starts with the 5,000 local, small business NAPA stores that support Sourcewell in the areas where they operate. Many municipalities, such as the City of Tuscaloosa, Ala., place a strong emphasis on supporting local businesses and our local NAPA network in the City helped them do just that. When they had a need for fleet parts support, they were able to use our Sourcewell VMI contract to not only capture the benefits of the IBS program, but also support our local NAPA store owner, Joseph Roberto, and his operation that consisted of employees who lived and worked in the City in which they were serving. Our intemal independent NAPA network supports local, small business across the US and Canada. but that's just one way we do that. We also have dedicated efforts across our local operations and our corporate footprint as a whole to support minority- , women- and veteran-owned and disadvantaged businesses in all of our sourcing activity. Whether a contractual obligation or a good-faith effort, this is an important cornerstone of our community support policy for IBS. In addition to our 5.000 local small business independent NAPA stores, we have the strength of our corporate-owned distribution network backing up the IBS program across the country. These stores have the financial support of NAPA headquarters and are key hubs in providing reliable staffing and distribution to our Sourcewell member customers. They also take advantage of our sister companies like Motion Industries, all under the Genuine Parts Company organization, that provide non-fleet distribution across the US and Canada, including industrial supplies, office products, MRO products, equipment and more. Furthermore, NAPA Auto Parts partners with over 14,000 independent automotive repair shops to provide high quality automotive repair and maintenance parts to ASE service professionals. NAPA AutoCare is the largest network of independent mechanics in North America. So, if it is time for routine maintenance or if a Sourcewell member needs major repairs, there is a NAPA AutoCare ASE Certified mechanic nearby. NAPA is highly motivated in partnering Sourcewell members contracted with IBS with our independent network of repair facilities to increase their technician productivity and reduce asset downtime by contracting out certain jobs to local small business NAPA AutoCare facilities. Ensuring the same quality parts are being used on all Sourcewell members equipment and possibly reducing costs by reducing the need of overtime contract mechanics for automotive work. All of our stores. whether under corporate or independent ownership, have the ability to source and stock the products that our customers need, whether NAPA branded or sourced from our outside network. This provides members the choice of what fits their fleet and facilities operations best while still having the power of our network to provide it. We currently work with more than 1,300 outside vendors in the IBS program that supply a wide variety of product categories and provide a basis for comparison for our customers on price, quality and service so they know they are getting what they want for their dollars. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 25 Service force. NAPA employs thousands of store, area, district, divisional and national sales and operations professionals to help execute our IBS programs and put boots on the ground in all areas across the US and Canada. The dedicated sales and operations team outlined in question #23 are solely focused on business development, compliance, and operation in all IBS contract engagements in the US and Canada. In addition, they do offer road service and manage the contract process throughout the life of the contract for our company and dealer network for IBS services. They are involved in contract selling, contract negotiation.. mobilization, initial vendor management, and project implementation. After the launch of our IBS locations, the IBS sales representative remains involved with the contract to ensure we are meeting benchmarking and key performance indicators for the customer. They are a vital part in bringing outside of market ` information to the fleets and maintenance facilities we service. Our IBS contract sales force are a mobile field-driven sales team and are available to service the customers at their locations and to assist our existing on-site parts management team in any endeavor. 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 IBS 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. 26 Describe in detail the process and Our customer service process and procedure support breaks into three categories: procedure of your customer service Sourcewell Contract Sales Process (Pre-Contract), Sourcewell Contract program, if applicable. Include your Implementation/Project Startup Process (Post Contract), and Sourcewell "Live Project' response-time capabilities and Process (Continuous Improvement Process) commitments, as well as any incentives that help your providers meet your stated **Note** All resources listed in this section are already in place and immediately service goals or promises. available to respond to the award and commitments of a Sourcewell contract and subsequent contract marketing, mobilization and implementation. Sourcewell Contract Sales Process — Pre Contract Our NAPA IBS Vice President — Jett Kuntz — and the team of 10 dedicated Sourcewell IBS contract sellers are responsible for selling and promoting Sourcewell IBS contracts to our thousands of prospective candidates to use the Sourcewell contract for our services. This team will promote the contract using the marketing tools listed in our RFP response. Their responsibility will be to work with fleet management, procurement, finance, accounting and administration to build the best-in- class total IBS solution customized for their specific contract. They will coordinate the contract details, work with local NAPA management teams on personnel, inventory and implementation. This team will do the hard core analytics with fleet and warehouse management to determine the best solution for the customer. NAPA IBS believes in face-to-face customer service — so our teams are dedicated to work directly with customers in their shops to help them build the best vendor managed strategy for their operation. In conjunction with our sales effort — GPC provides NAPA IBS with dedicated legal resources to expedite the contract negotiation and finalization process. Our legal contact — Collin Gamer — is available as an immediate resource to Sourcewell, our sales team, and our Sourcewell contract members to answer questions and expedite documents for contracts. This has been a huge benefit for our Sourcewell customers because of the speed of response on contract questions and finalizations. Sourcewell Contract Implementation/Project Startup Process — Post Contract After a contract has been finalized — our entire IBS operations organization immediately kicks into gear as we mobilize the vendor managed on-site location. Our headquarters support team listed in question #23 of this response is in charge of implementing the new project and performs the following mobilization support tasks: 1) Databases Sourcewell contract in our in-house contract managing database 2) Establishes contract pricing in the new site 3) Coordinates IT efforts to support on-site point of sale and any special IT initiatives 4) Verifies reporting systems for Sourcewell contract reporting 5) Initializes our in-house on-line project management tools for the field 6) Reviews internal business plan proposal to ensure contract compliance 7) Finalizes specific key performance indicators and baseline benchmarks for our customer Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD Next — our local field teams that will operate the day-to-day operations are mobilized according to the launch time-line of the project. The power of NAPA IBS is our phenomenal local support teams that execute the terms of our agreements. The support team that will work with our NAPA IBS sales team to mobilize the project include: Local mobilization teams are comprise of members of our company that execute an IBS contract site implementation that indudes initial inventory of customer's fleet parts and supplies, staffing, training, reporting. vendor initialization, billing services, IT connection, and site planning. On company-owned locations, these efforts are led by our GPC District Manager and District Operations Manager for the particular market. NAPA has 50+ District Managers and District Ops Managers in place to mobilize any new IBS efforts. On the independent store side, we have GPC support resources to help our small business owners implement the same structure within their IBS location. These efforts are led by our GPC Distribution Center (DC) Management Team and their support staff. New independent Sourcewell IBS contracts will be led by a team of DC General Managers/ DC Operations Managers and the local market Commercial Sales Manager for that store's market. All IBS new store installations are also aided by a vital added-value part of our effort: the NAPA Systems Selling Group team. This is a dedicated group of NAPA product managers that will assist in a mobilization through inventory efforts, product identification, and product cross-over databasing and fleet surveys to assist any operation in finding the correct stocking level for their products. This exclusive NAPA team includes: • Filtration/Heavy Duty Product Support • Undercar (Brakes/Chassis) Product Support • Electrical/Underhood (Batteries, Rotating Electrical, Engine Management) Product Support • Heating and Cooling Product Support • Paint and Body Product Support • Tools and Equipment Product Support A final, important part of our site mobilization team is our IT team — every market has dedicated IT members who install our point-of-sale systems in IBS locations. In addition, our HQ IT team will work with this TAMS team and the customer to make sure any software integrations, billing procedures, and invoicing requirements are met. Sourcewell "Live Project" Process (Continuous Improvement Process) Once our site is live and the local operations have begun executing the services outlined in our contract, we feel a major part of our process and procedures include continuous improvement processes and continuous communication steps with our Sourcewell contract customers. Each contract should have well-defined key performance objectives. Typical objectives include daily service rate, special order tracking, core and retum tracking, daily parts fill-rate goals, down vehicle reports, inventory effectiveness, and parts cost comparisons. NAPA IBS has developed exdusive tools to measure these types of KPI's included in our contract. The baseline of our continuous improvement program includes regular reviews of the business processes, inventory baselines, vendor management, and store operations. NAPA IBS has developed a solid regular business review process that we make a mandatory part of our offering. The Sourcewell contract customer will work with NAPA IBS on specific reporting and service measurables within our contract, and these will be reported during our regular business reviews. Usually these reviews are weekly in the first 90 days, monthly in the next 90 days, and quarterly after the first 6 months of operation. These business reviews are conducted using a proprietary digital business review tool that streamlines and regulates the review process and includes customer input, feedback and scoring to ensure we are delivering above expectations. We have induded a sample business review document as an attachment. Bottom-line, the only way we deliver continuous improvement is to communicate with ALL LEVELS of our contract customers to ensure the on-site location is performing to the expectations of our customer. The last step of process and procedure accountability for our process after we go live is our Divisional and Headquarters quarterly review of all Sourcewell contracts. Our Division Vice Presidents and NAPA Headquarters operational staff outlined in this response review the Sourcewell contract and subsequent business review reports produced by our local operations to ensure contract compliance. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD NAPA IBS/Genuine Parts Company has countless dedicated resources to ensure a great Sourcewell contract experience for Sourcewell members when they engage in an IBS contract. 27 Identify your ability and willingness to NAPA IBS is superiorly able and willing to provide all products and services in this provide your products and services to RFP to Sourcewell participating entities in the United States. Sourcewell participating entities in the United States. NAPA IBS has the unparalleled ability to provide our services to Sourcewell participating entities across the United States and we are already doing so today. We are currently actively under more than 50 contracts using Sourcewell with cities, counties, states. DOTs, K-12 and higher education institutions in the United States. We are able to accomplish this through our vast network of 55,000+ employees, our database of hundreds of fleet professionals that we work with every day to develop innovations and best practices, the support of NAPA headquarters to invest in programs and solutions that will benefit our customers, and our extensive distribution infrastructure. 6,000 NAPA stores and 52 large distribution centers nationwide make it really easy to get customers what they need, whether from our intemal supply chain or by sourcing from supplier partners that we have spent decades building great relationships with. In sum, we have more than $1 billion in NAPA inventory across our distribution network, $175 million of which is dedicated specifically to IBS VMI parts rooms. Out of our 55,000 employees, nearly 5,000 of them have hands in the selling and operating processes that aide this contract development and execution and 1,100 of them are solely focused on NAPA IBS customers. Long story short, whatever the product is, we have the people and resources to get it. We have an incredible existing relationship with Sourcewell that demonstrates, year over year, our willingness to participate fully in this program. Sourcewell is the only cooperative contract that IBS holds in the US and it is an integral part of our selling and marketing fabric. Our national sales team and local support teams are well versed in presenting the Sourcewell solution to existing members and non-members and it is one of the first points raised when discussing simplifying VMI contract processes for govemments. Beyond our current contract performance, we have further invested in our Sourcewell relationship through the other contracts we hold with Sourcewell. induding Fleet Parts, MRO VMI, and Lifts & Equipment contracts. We also partner with Govemment Sourcing Solutions, a procurement consulting organization closely tied to Sourcewell, to help us seek out existing members and non-members to approach about the Sourcewell opportunity. Our plan is to expand upon our success with the current Sourcewell contract to grow into new business areas and solutions for many Sourcewell members. 28 Identify your ability and willingness to NAPA IBS is superiorly able and willing to provide all products and services in this provide your products and services to RFP to Sourcewell participating entities in Canada. Sourcewell participating entities in Canada. NAPA IBS in the US and Canada work as one and we are excited about the possibility of expanding use of the Sourcewell contract in Canada. They have existing IBS vendor managed sites within government operations, induding a Sourcewell contract with the City of Toronto, today. We have a dedicated sales staff in place today that is trained and ready to execute a similar marketing plan that we are using in the US to further grow our Canadian footprint with Sourcewell. NAPA has a strong presence in every region and is fully capable of serving the Canadian geographical locations described in this RFP of current and future Sourcewell members and represented associations. NAPA has a national presence from coast to coast across Canada. Thanks to our 600-store network and our strategic distribution centers locations, we can meet all members' needs in a short amount of time, wherever they are operating. In addition, NAPA IBS Canada is already engaged in fleet related trade organizations, including NAFA, RMA and Kinetic GPO, where we have easy access to promote and market the Sourcewell message. Our team is in place, the training is ready to go, and our NAPA Canada team would be ready to promote day one of an award. Finally, Genuine Parts Company and NAPA IBS can provide Sourcewell with future international expansion of the co-operative contract solution for what we do. GPC owns operations in Australia, New Zealand and Mexico as well. Our IBS efforts in those markets are just underway and could prove to be an excellent opportunity to help promote co-op solutions intemationally. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 29 Identify any geographic areas of the United Our NAPA IBS is available in all 50 states and every Canadian province. We have a States or Canada that you will NOT be fully unique capability of having ready-to-go staffing and brick and mortar support as well serving through the proposed contract. as nightly parts and supply distribution into all 50 states. With over 6,000 stores across all 50 states (and many US Territories) and 52 master warehouses we offer a unique way for our locations to get parts and supplies delivered at extremely low costs to our customers. In addition, our IBS services are available to all govemment (city, county, state, utility, transit, airports, etc.) and education (state universities and school bus garages) institutions. Non-profits can also be serviced under our IBS program if the program fits their needs. 30 Identify any Sourcewell participating entity NAPA IBS can service every vertical listed in the RFP: Government, Education and sectors (i.e., government, education, not-for- Non-Profit. If there is a fleet or warehousing service need with a Sourcewell member, profit) that you will NOT be fully serving NAPA IBS can customize our solution for that customer. For example, today the IBS through the proposed contract. Explain in program currently operates parts rooms in all of the following verticals and more: detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your • Municipal, State and Federal Fleets ability to promote another contract? • Facilities Management • General Services Warehousing • Public Transit • Education • Aviation Management • Public Works • Sanitation • Transportation • Police • Fire , • Utility • Parks & Recreation • Golf Courses • Forestry • More NAPA operates in all 50 states and all Canadian provinces and has no geographical limitation on providing VMI services to Sourcewell members. We even have distribution centers and current NAPA IBS operations in Alaska and Hawaii that increase our service ability and reduce freight concerns for those regions. One area where we feel we can improve our footprint with Sourcewell is in the non- profit sector, including hospitals, charity and other organizations. Regardless of the size of their fleets, these organizations have ways that we can help them manage their inventory better, and our MRO and warehousing management capabilities can be a good way to grow our Sourcewell business in that sector. 31 Define any specific contract requirements or We have no requirements or restrictions for Alaska or Hawaii within the services in restrictions that would apply to our our RFP. NAPA IBS has brick and mortar warehouse locations and employees in participating entities in Hawaii and Alaska both Honolulu and Anchorage as well as multiple company and independent NAPA and in US Territories. dealers in multiple markets in both states that can and currently provide the services outlined in this RFP. The only US territory that we do not service is Puerto Rico. Table 7: Marketing Plan Line Question Response* Item Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 32 Describe your marketing strategy for NAPA IBS has a national team dedicated to marketing and growing our most important promoting this contract opportunity. contracts, including everything Sourcewell. In addition to training this team on selling the Upload representative samples of your value of our Sourcewell contract, we have headquarters-driven digital and print marketing marketing materials (if applicable) in efforts as well. Below are several examples of our available marketing materials and efforts the document upload section of your and samples will be provided as attached documents. response. • NAPA IBS Website — public facing marketing and lead generation website that prominently displays our Sourcewell contract details and links to Sourcewell's contract page. • 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 IBS 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 indude: National Events o NAFA l&E www.NAFA.org o Government Fleet Expo (GFX) www.govemmentfleetexpo.com o FleetCon presented by FleetPros www.FleetPros.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 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 33 Describe your use of technology and Our primary use of technology in promoting our Sourcewell contract is through the NAPA digital data (e.g., social media, IBS website. Our website is a public-facing lead generation site that explicitly displays our metadata usage) to enhance Sourcewell partnership to prospective customers. The site also drives visitors to a contact marketing effectiveness. page where we can collect fleet data and automatically pass it on to our local sales representative who is a trained expert on selling our Sourcewell option. When a prospect fills out the contact form, an email is automatically generated and sent to not only the local sales representative, but also to NAPA IBS executive and sales leadership to ensure prompt follow-up. We track all of this activity to measure our success rates and Sourcewell contract growth. The IBS website also contains digital tools and materials to help our team sell the Sourcewell VMI contract. It has a suite of presentation elements, which we use digitally these days to connect with prospects remotely and safely, as well as embedded testimonial videos that discuss how Sourcewell has helped real customers. These materials are also available to our entire NAPA store network to help them identify and educate potential Sourcewell customers that they already work with. Additionally, we use Salesforce.com, our customer relationship management system, to automatically track communication with Sourcewell customers and prospects through an integration with our Outlook email system. This allows our sales team to communicate more effectively with prospects and allows management to track pipeline movement and help drive results. Social media, such as Linkedln, is an avenue we use to both network with fleet decision makers who we can educate about Sourcewell and promote events that we will be participating in. We further participate on event websites, in digital newsletters and email blasts and mobile apps. We also promote customer and vendor awards that tie into our Sourcewell offering to grow awareness and interest in the contract. All social media efforts are tracked so we can optimize our performance with respect to driving interest in this contract. While we are proud of the digital efforts we make, we can always do more. Moving forward, we are considering ideas such as adding a specific Sourcewell information section to our web contact form on www,NAPA-IBS.com. We are also interested in adding a Sourcewell link into applicable govemment email communications from our sales team to increase exposure and drive Sourcewell conversations. 34 In your view, what is Sourcewell's role We feel it is our job to educate our sales team on Sourcewell and make it an integral part in promoting contracts arising out of of the way they sell the IBS solution to governments. The materials and tools we provide to this RFP? How will you integrate a our team have been developed specifically to this end and every applicable customer we Sourcewell-awarded contract into your meet with is presented the Sourcewell contract option. While we will continue to drive the sales process? success of this partnership, there are dearly 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 IBS contract. • Legislation — continue to drive legislative approval across the US and Canada for the ability to adopt Sourcewell contracts. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 35 Are your products or services Yes, our products are available through e-procurement and other digital platforms and we available through an e-procurement have a large number of government customers using these ordering vehicles today. The ordering process? If so, describe your following are a few of the most common digital methods used to order from us: e-procurement system and how governmental and educational • NAPA ProLink: NAPA ProLink is an exclusive online ordering and messaging system customers have used it. for customer shops to order NAPA branded parts from our stores or IBS locations. It gives the customer direct digital access to our catalog of more than 465,000 SKUs, all available on this contract. • Fleet Software Integrations: Our IBS sites offer a more in-depth digital solution to on- and off-site customers who want to order from us electronically. Integrating a shop's fleet software system into our inventory management and point-of-sale platform 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 indude AssetWorks (FA, M5), Faster, RTA, Dossier, Chevin and many more. • Enterprise E-Procurement: NAPA IBS 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.com, we show companies that use large eProcurement programs how to register with NAPA to arrpss 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 8: Value-Added Attributes Line Question Response* Item 36 Describe any product. equipment, NAPA IBS has a unique position in fleet related services as we are the only company in maintenance, or operator training this space that houses our own internal technician training on-site, on-line, and manufacturer programs that you offer to based shop training — all in one package. Genuine Parts Company has made the Sourcewell participating entities. investment to have our own certified technician training in-house — all with the purpose to Include details, such as whether help our fleet customers drive efficiency in their operations and to ensure their technicians training is standard or optional, receive the most up-to-date training to keep their fleet vehicles on the road. who provides training, and any costs that apply. A sample of our NAPA IBS exclusive Autotech training course offerings is included in the supplemental uploads. Our customer needs for training vary, so we have a mix of free training — offered by dedicated NAPA Product Support teams — as an added value to our customers, in categories including: Filtration/Heavy Duty, Undercar (Brakes/Chassis), Electrical/Underhood (Batteries, Rotating Electrical, Engine Management), Heating and Cooling, Paint and Body, Tools and Equipment. This training is part of the fabric of any customer that has a NAPA IBS contract and will be available to Sourcewell members. In addition, Autotech has online and on-site training courses available for an additional fee. NAPA also works with a select group of non-NAPA suppliers that are able to provide resources and customer product training upon request. The size and scope of any requested training will determine any fees associated with these opportunities. All fees would be passed through to the customer at our cost with no markup. All onsite and online training can be bundled and easily tracked by a government agency through our www.NAPATraining.com website. This is a one-stop location for govemment fleet professionals to track and manage all training activities within their operations. 37 Describe any technological The IBS HUB, a NAPA IBS exclusive technology platform, revolutionizes the way that NAPA advances that your proposed conducts business with government fleet customers and is available to all Sourcewell products or services offer. members at zero cost to them. The IBS HUB replaces typical invoicing/point-of-sale technology and replaces it with a work order and inventory management tool that has point-of- sale functionality built into it. All functionality inside of the IBS HUB was designed to make our NAPA IBS team members more efficient in routine processes so that they can focus on the important task of procuring parts to help keep our customers' fleets up and running. The IBS HUB directly impacts how an IBS operates, removing inefficient time-consuming activities and replacing them with intuitive interactive processes. Improvements that your Sourcewell members gain through the IBS HUB include, but are not limited to: • Order Management (Work Orders) • Inventory Management • Local Supplier Management Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD • Inventory Barcoding • Inventory Receiving and Reconciliation • Automated, Accurate and Consistent Reporting. • Ease of Integration • IBS Network Wide Supply Chain Visibility NAPA IBS has a dedicated team that works exclusively on enhancements to the IBS HUB system that will continue to add value to all IBS customers. One of our most recent value add additions is our IBS HUB Remote Consignment module. The IBS HUB Remote Consignment Module adds functionality to the IBS HUB to facilitate offsite remote inventories that are not directly managed by on-site NAPA staff. These consignment inventories are supported by an on-site NAPA IBS location which provides stocking levels, tracking of used inventory, replenishment, and allocation of the inventory onto work orders. Consignment Inventory Work Order and Replenishment Features: • Source parts from Consignment Inventory during parts issuance to work orders • Ad-hoc/Scheduled Replenishment from on-site NAPA IBS location • Parts will be controlled by specific Shop location or Garage • Provides a static inventory listing for each location • Stores bin locations for each consignment location • Ability to conduct physical inventory sessions as often as needed, but required quarterly • Ability to replenish Consignments via Supplier Orders, Interstore Orders and/or DC Orders • Ability to aggregate inventory across multiple Consignments • Ability to calculate and recommend MIN/MAX levels for Consignments based on specific location parts usage • Tracking of inventory in Consignments that has been re-numbered or superseded to new product Benefits for IBS Customers and Sourcewell Members: Consignments offer our IBS clients the ability to have smaller inventories in their remote service facilities that would not have the need for a staffed parts room. These inventories are provided on consignment so that the parts are not paid for until consumed on a work order, PO, or similar billing. The IBS HUB consignment module then provided automated tracking to ensure proper and timely replenishment from your IBS location ensuring the needed parts are always available. The recommended stocking quantity feature of the IBS HUB ensures the right parts are stocked in these locations in which space is normally limited. By tracking usage by the specific shop, the IBS HUB ensures only the parts used at each consignment most frequently is stocked. The Pending and Pull List functionally of the IBS HUB works to track each stocked part used at the location until it has been confirmed to be replenished. These functions make sure that the agreed upon stocking parts will be there when the technician needs them. The physical inventory sessions for each consignment in the IBS HUB make sure that the inventory in the offsite locations stay true to their expected stocking levels. Quarterly counts are required, but they can be run more frequently as needed. Ultimately the IBS HUB Consignment Module provides IBS clients with offsite inventory so that remote technicians have a consistent organized inventory to support their work. NAPA Canada has recently invested in new warehouse automation technology that will improve our efficiencies and add the ability to increase our inventory at our DC in Cambridge, ON. Our Cambridge DC has collaborated with KNAPP, a global leader in industrial automation solutions, to integrate KNAPP's AG - OSR Shuttle, a high-performance, reliable semi-automatic picking and storage system. Furthermore, NAPA, the Federal Government and Drone Delivery Canada (DDC) are participating in "The Moosonee & Moose Factory Pilot Program" to deliver NAPA Auto Parts to rural locations across Canada. Today the drones are carrying approximately 25 lbs, but DDC is working on those that could handle 100-400 lbs. NAPA vendor managed IBS sites in the US and Canada are also using a new proactive inventory management program called Pulse. The system uses predictive analytics to determine what factors drive categorical sales, induding vehicle registrations, part failure rates, market demographics, climate and geography. Pulse also has the ability to customize inventory assortments for specific fleets by uploading a VIN list into the system, which creates an inventory list with the product categories of choice. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 38 Describe any "green'. initiatives At NAPA IBS, we share our customers' and their communities' commitments to sustainable that relate to your company or to practices in procurement and fleet operations. Below are some of the benefits members will your products or services, and realize from working with NAPA IBS: include a list of the certifying agency for each. • Many chemicals that are offered are non-detergent/green products • We recycle oil at our stores and can recycle oil for any customer • We advocate the use of the used oil filter crusher to extract environmentally hazardous chemicals from landfills • We recycle all plastic, paper, cardboard and wooden pallets at our DCs and HQ offices • GPC supports paperless systems initiatives within all business segments • GPC promotes the use of fuel-friendly delivery fleet vehicles • Many of our IBS customers have received Clean Cities Green Fleet of the Year awards in past years • GPC corporate has established a sustainability roadmap that is available for our customers to review on our corporate website • Upon customer requests, we can employ electric vehicles in certain of our operations In addition to our green fleet initiatives, NAPA IBS markets and sells many green Initiative products, including: • 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 • Nature's Broom absorbent - eats shop floor oil and lubricants and is environmentally disposable • Micro Green - Lifetime Fleet Filtration Products Finally, NAPA IBS implements a strict environmental and spill policy: • All chemical products issued by NAPA will have a corresponding Material Safety Data Sheet or MSDS report. The MSDS sheet lists on-site potential hazards of the product. NAPA maintains a computer cataloged MSDS library that will be on the premises of our IBS Fleet locations. • NAPA IBS will produce a MSDS (and soon will make the move to new SDS) hard copy of all chemicals that will be stocked on the premises and update an OSHA approved MSDS book in the event of an emergency. • NAPA maintains a store policy mandating key emergency contacts be clearly posted in the event of an emergency. Hazardous Material hotline and Poison Control will be posted. • NAPA Policy Hazardous materials handling includes the use of protective measures such as an approved eye wash station, approved fire extinguishers, approved safety glasses and gloves. • NAPA will advocate the use of the environmentally friendly Parts Washer system to eliminate the use of needless hazardous chemical washing solvents to be replaced with "Ozzy Juice", an enzyme based solvent proven to work both for the environment as well as the safety and well-being of the technician washing fleet parts. 39 Identify any third-party issued eco- NAPA IBS is not a manufacturer of the products we manage for our VMI customers, but we labels, ratings or certifications that make a concerted effort to source sustainable products from eco-conscious suppliers your company has received for the whenever possible. equipment or products included in your Proposal related to energy NAPA also has a detailed sustainability plan that is monitored and reported on annually. One efficiency or conservation, life-cycle of the three pillars of this plan is environmental sustainability and some of the results we design (cradle-to-cradle), or other have achieved are as follow: green/sustainability factors. 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 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 40 Describe any Women or Minority Many of our current IBS government and education customers require our IBS sites to work Business Entity (WMBE), Small with procurement to achieve specific MWBE goals within our contracts. NAPA IBS has a Business Entity (SBE), or veteran policy to help our IBS partners exceed diverse spend goals when present in their owned business certifications that procurement plan. We do this by helping our government customers recruit new vendors, your company or hub partners provide due diligence support on these vendors, and provide regular reporting on our have obtained. Upload progress on the organizational MWBE goal vs. our actual performance. documentation of certification (as applicable) in the document upload SBE Efforts - Genuine Parts Company and NAPA IBS has extensive experience working with section of your response. more than 5,200 SBE/MWBE supply partners in our many operations across the country. Our goal with our proposal is to not only give a "good faith" effort — but to meet and exceed the stated goals of our customers. NAPA's action plan indudes using a mix of service vendors and local businesses to work toward the procurement goal of compliance. NAPA IBS has a tremendous track record of accountability and exceeding SBEM/MBE goals in our operations. NAPA IBS' real world track record speaks for itself. In three major municipal contracts currently in place, we show historical success in meeting and exceeding SBE, MWBE goals set forth in the RFPs: IBS Requirement Actual Results City of Chicago 25% MBE / 5% WBE 37% MBE / 5.5% WBE City of Sacramento 10% SBE 28% SBE City of Cincinnati 15% SBE 17% SBE 41 What unique attributes does your NAPA IBS has unique, custom attributes that separate us from the competition: company, your products, or your services offer to Sourcewell a) Current network of over 400 contracts — we offer a unique opportunity for Sourcewell to participating entities? What makes market to hundreds of existing contracts to use the Sourcewell contract as a vehicle to your proposed solutions unique in extend current services. No other vendor managed inventory fleet solution has the your industry as it applies to opportunity to expand use of the Sourcewell contract like NAPA IBS. Sourcewell participating entities? b) Dedicated IBS project staff of 11 sales representatives and 22 field operators that do nothing but selling and managing the vendor managed inventory solution presented in this RFP. c) A 26+ year network of over 1,400 OE, aftermarket, supplies, MRO and parts related vendors to support ANY operation that wishes to use the Sourcewell contract. Our services go well beyond NAPA branded parts and indude many OE and alternative brands to give our Sourcewell customers a broad range of choice on the products they wish to use in their fleet and warehouse operations. No other vendor of these services can provide the choice and leverage that our 1,400 non-NAPA branded parts and supplies vendor network and experience can bring. NAPA IBS has exclusive vendor arrangements with key fleet parts and supplies-related vendors that are exclusive to NAPA IBS customers and are unavailable to any other supplier of these services. d) The IBS HUB is NAPA IBS's exclusive technology platform that was built specifically for ` the IBS program and providing vendor managed inventory services. It is a technology that is exclusive to NAPA and is available to all Sourcewell members at zero cost to them. The IBS HUB replaces typical invoicing/point-of-sale technology and replaces it with a work order and inventory management tool that has point-of-sale functionality built into it. All functionality inside of the IBS HUB was designed to make our NAPA IBS team members more efficient in routine processes so that they can focus on the important task of procuring parts to help keep our customers' fleets up and running. It also contains detailed reporting that is available on demand or at scheduled intervals to customers' management teams so they always know exactly how we are performing and when their work orders will be complete. 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, the IBS HUB. 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. Table 9: Warranty (Performance Standards or Guarantees) Describe in detail your performance standards or guarantees, including conditions and requirements to qualify,claims procedure,and overall structure.You may upload representative samples of your performance materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD Line Question Response Item 42 Describe any performance standards or guarantees Our performance standards can vary largely depending on the size, scope, that apply to your services (customer service complexity and sometimes geography of the VMI operation we are managing. response times, processing time frames, stock and We work hard to customize a solution that works for each individual non-stock fill rates, etc.). customer, but the following is a list of some of the most common standards and guarantees that we implement and track: • Many of the important performance standards, goals and KPIs of operating IBS parts rooms are tracked and can be reported through our IBS HUB system, which is an exclusive capability of NAPA IBS. The system provides regular and on-demand reporting on the following to communicate our operation successes and areas of improvement to customer management: o Parts Fill Rates o Daily Service Metrics o Inventory Special Order Tracking o Down Vehicle Time & Percentage o Inventory Readiness o Parts Cost Comparison We will go into greater detail on the aforementioned IBS HUB reporting capabilities in question #68, but have included an upload of sample IBS HUB KPI reports in this section of the supplemental document upload portal. • Regular contract compliance audits will be conducted to ensure operational accuracy. • We have invested in a digital business review portal that schedules, tracks and stores business reviews with every IBS customer on a monthly or quarterly basis. It also communicates results to the customer and solicits feedback and ratings from them so we can measure our performance from the customer's perspective. • We provide product choices for our customers. Whether NAPA parts or parts sourced from other suppliers, we will stock the parts that fit the customer's operation and preferences best. • We possess a local footprint in any area we operate. This allows us to provide backup inventory, staffing and distribution support in any situation without long wait times, expensive freight or mobilization charges. • We have industry leading technology capabilities to support our Sourcewell member partners that we can customize to meet their ordering, billing. payment and reporting needs. • Orders placed manually or directly with our parts staff will be addressed immediately upon request. • Orders placed electronically will be acknowledged in our system immediately and will be addressed by our parts staff within 30-60 minutes. • Where applicable and/or required, our parts staff and management will be ASE trained and/or certified. • All parts sold to customers will meet or exceed OE or equivalent specifications or will satisfy the required specifications of the individual Sourcewell member customers • Warranty eligible products will be identified, tracked, processed and credited through our IBS HUB inventory management system. When a technician brings a warranty product to our parts counter, we will know on the spot if it is eligible and will issue credit as appropriate, then work with the supplier to resolve the warranty. • All staff involved in IBS operations will be fully trained and knowledgeable on required parts, vendors and technology required to excel at the position. • Our contracts have the ability to be terminated by our customers if we are ever not meeting expectations. Most contracts have mutual 60-day termination clauses and language pertaining to our failure to meet obligations is negotiated on each individual contract. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 43 Describe any service standards or guarantees that Our service standards can vary largely depending on the size, scope, apply to your services (policies, metrics, KPls, etc.). complexity and sometimes geography of the VMI operation we are managing. Depending on customer needs and priorities, the KPIs we track can be customized to give them the insight desired into our performance levels and theirs. However, the following are a few of the general aspects of our service that we track and maintain: • Under normal operating conditions, we generally target a KPI of 85-90 percent fill rate after an acceptable ramp-up/grace period following initial implementation of the IBS site. Many agencies that we work with do not have clear historical data so we will work with them to build forward-looking KPIs based on actual purchase history after we go to contract. • One of the key benefits of our program is the tracking and processing of parts manufacturer warranties for our govemment agencies. Our NAPA IBS service guarantees that we will replace any alleged warranty item immediately for our government fleets. Then, our onsite personnel have the responsibility to submit warranties to specific product manufacturers and track that item from the moment it is returned through the discovery phase to conclusion. NAPA IBS outlines our warranty policy in each contract and has the responsibility to track and report on this for hundreds of suppliers that we procure parts from for our agency customers. • Non-stock orders rely on third-party vendor performance and availability, but acknowledgment times can be measured to ensure our parts staff act quickly on such orders. • NAPA IBS will comply with all customer expectations and processes regarding work order information, data communication, safety procedures and others. • NAPA IBS will adhere to customer, local, state and federal regulations as they apply in the location of the operation, including allowable stocking restrictions on chemicals and other items. • While our IBS staff are employees of ours, they are still working in our customers' environments. It is our corporate policy that all of our IBS employees are background checked through E-Verify. At the same time, we respect the safety and security policies of our customers as well. All NAPA employees that work on site are required to follow the procedures and policies of our customers. • Because NAPA IBS is providing an inventory management service for customers, one of the strengths of the warranty of service that we provide is the mutual ability to end an IBS contract in the case where services standards are not being met. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 44 Describe any service contract options for the items The services we provide remain fairly consistent as we work with different included in your proposal. agencies in our contracts. We are contracted to maintain and manage parts and supplies inventory for fleets in many verticals. For the purposes of this RFP — those verticals include — but are not limited to — government fleets and warehousing, education fleets and warehousing. non-profit fleets and warehousing. Each customer has unique needs within their operation, so we provide the flexibility within the scope of our services to accommodate customers in the projects we are contracted to perform. The basic offering we propose is to manage fleet-related supplies and parts. This can be accomplished either in an on-site dedicated operation or off-site dedicated operation. Space considerations, labor considerations, work schedule considerations, and inventory needs considerations are all variables for our fleet customers that require customization in each contract. In addition, we are asked to handle MRO skus as part of an overall operation. For example, in the City of Sacramento fleet operations, we have held a fleet contract for over five years. Recently, their warehousing operations has been looking for a solution to help them manage skus for their maintenance operations. We have responded to and have been awarded a contract to handle these materials as well as fleet related services and will uses some of the same resources we currently have on-site within the fleet operation to manage the warehouse contract as well. Both facilities are on the same lot in the same area — and we can bring efficiency through our services by managing both. Another service function that NAPA IBS has the technology and experience to perform is that of managing remote and/or consignment inventories. Customers with satellite locations that don't carry enough inventory to justify onsite staffing can have their inventory managed, replenished and billed through our IBS HUB system. This requires either electronic submission of all parts removed from the parts room, or a periodic physical inventory count by NAPA IBS staff to determine parts usage and proper billing. Third-party services, such as outside repairs, can also be sourced and managed by NAPA IBS for Sourcewell customers. Such needs have specific line codes programmed into our IBS HUB system that can track and invoice according to our contractual pricing model. Finally, running multi-location fleet operations often means crossing jurisdictional lines that can affect tax rates and other regulations. NAPA IBS has the ability to manage these logistics digitally so Sourcewell members know they are paying the right prices and following all guidelines without having to do the work themselves. Table 10: Payment Terms and Financing Options Line Item Question Response* 45 'What are your payment terms (e.g., net 10, net 30)? Our contract payment terms for parts purchases and operational expenses as part of our IBS services are Net 30th. On a monthly basis, we deliver parts billing and operational cost billing as part of our services to our IBS contract customers. 46 Describe available payment options (e.g.. frequency, NAPA IBS is highly flexible in accepting payment options. We are method, platform, etc.) able to integrate with most enterprise billing systems through our industry-exdusive (BIZ custom billing platform. NAPA is able to bill according to customer specifications, but at a minimum of monthly for both parts and operational expenses. The standard policy for all of our customers, and in the industry, is to accept payment via one of the following methods: • Check payment • ACH • Wire transfer Specific payment options are one of the core points that are detailed in our individual contracts with Sourcewell members. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 47 Briefly describe your proposed order process. Include Our order process for Sourcewell members requesting IBS services enough detail to support your ability to report quarterly is as follows: sales to Sourcewell as described in the Contract template. For example, indicate whether your dealer network is Step One — Discover the need with fleet operations and included in your response and whether each dealer (or management on outsourcing parts and service needs this will require some other entity) will process the Sourcewell participating analysis of current staffing, inventory, hours of operation, fleet needs, entities' purchase orders. software adoption. billing processes. paperwork flow, audit procedures, and approvals. Step Two — Introduce co-operative contract solution as a means to contract during the early phase of our analysis. If customer is not an Sourcewell member, we use this time to present the easy steps to become a member. If they already are an Sourcewell member, we present our contract opportunity with IBS along with documentation on the solicitation. At this point we have added a step in our process to verify documentation of Sourcewell membership with our Sourcewell contract manager. Step Three — Complete financial and staffing analysis to determine needs of customer. Step Four — Once customer has agreed to proceed to contract, our GPC legal and NAPA IBS representative present our Sourcewell IBS contract terms to the customer for their legal review. Step Five — Customer builds business exceptions as part of our master IBS Sourcewell contract. NAPA IBS will negotiate specific terms for the customer based on their hours of operation, staffing needs, inventory needs, etc. Step Six — NAPA IBS and Customer come to terms on Sourcewell contract. Step Seven — NAPA IBS will inform Sourcewell when a contract has been agreed to between NAPA and customer. NAPA sets the commencement date with customer and ensures all operational systems are in place during mobilization. For Sourcewell, this is the window where we turn flags on in our system to accurately report sales per our Sourcewell contract agreement. Step Eight — Contract tracking and reporting will be communicated to Sourcewell on a quarterly basis along with announcements of all new contracts. a) Yes — Our independent dealer network will be part of this proposal. Genuine Parts Company controls the process much like was outlined above for our independent dealer network. The dealer is responsible during the analysis phase to provide staffing, inventory and operational documentation. The dealer must agree to all of the terms of the Sourcewell IBS contract as well as the customization for a Sourcewell contract holder in the final agreement. To ensure these steps are made and done in our dealer network, Genuine Parts Company has provided an assignment document as part of the Sourcewell contract that must be signed by the customer, Genuine Parts Company, Sourcewell (if required), and the independent dealer as part of the contract process. The dealer is required to abide by the terms of the contract or will need to assign the business back to Genuine Parts Company. In order to maintain consistency and accuracy in reporting and contract fee payments, our NAPA headquarters team tracks and consolidates all company- and independently owned Sourcewell contract sales and reports them to Sourcewell directly. 48 Do you accept the P-card procurement and payment Our NAPA IBS operations typically do not accept p-cards for process? If so, is there any additional cost to Sourcewell payment on our monthly parts statement or monthly operations participating entities for using this process? charges statement. We do make exceptions where customers are required to pay us via p-cards. However, since our NAPA IBS operations bill customers for all operating costs incurred in our services, we will be required to bill back any p-card service charges incurred by our IBS store operations on the monthly operating statement bill. For this reason, most NAPA IBS customers do not use their p-cards for our monthly billing — as we would bill them back any service charges. Table 11: Pricing and Delivery Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Question Response* Item 49 Describe your pricing model (e.g., line-item discounts, Cost Methodology Reasoning & Explanation: product-category discounts or cost plus). Provide detailed pricing data (including standard or list pricing and the NAPA IBS has 26 years of best practice contract and pricing Sourcewell discounted price) on all of the items and experience providing customized VMI solutions for government fleets. services that you want Sourcewell to consider as part of Our existing 50+ Sourcewell vendor managed inventory contracts and your RFP response. If applicable, provide a SKU for each hundreds of government contracts are already on one of the pricing item in your proposal. Upload your pricing materials (if options listed below and their guidance has given us tremendous applicable) in the document upload section of your response. insights on how govemment agencies wish to have pricing outlined in these agreements. Our customers have made it very dear: Our govemment agencies want options when it comes to how goods and services are priced in VMI contracts. We have worked with hundreds of govemment finance, purchasing and operations teams to build three best practice pricing options that are universally used in fleet VMI parts and service contracts: NAPA IBS Option 1: No Markup Goods Pricing / Management Fee NAPA IBS Option 2a: Not-to-Exceed 10% Margin Model NAPA IBS Option 2b: Not-to-Exceed Pricing Profile 9074 / 25% Margin Model Currently NAPA contracts with hundreds of government agencies on this program. Currently we have 33% that use the option 1 price option, 55% using the Option 2a and 12% using Option 2b. In our agreement/contracts with our government agencies, the customer is allowed to select the pricing option that best fits their finance and business rules. All three pricing options are outlined below and are also supported with an explanation grid in our attached documents in this section. In each of these options there are two basic pricing components: 1. Pricing of Goods 2. Pricing of Monthly Operating Costs The mix of these two components deliver transparent billing for total cost of contract and also deliver the contractual ROI for NAPA making it a win-win public/private contract relationship. Our government customers feel these options provide the perfect balance of transparent costs of goods/services. Pricing Options: Each Sourcewell member contracting with NAPA IBS will have the choice of which of the following two model options suits their operation best. Both are negotiable within the framework of the model, indude not-to-exceed pricing structures, and are proven concepts in use by government IBS customers today. Pricing Option 1) No Markup Goods Pricing / Management Fee Cost of Goods: All goods are sold to customer with no markup. Cost is determined by current product acquisition cost on sourced, non-NAPA branded goods. If the customer elects to use NAPA branded goods, they will be priced at the current NAPA jobber acquisition cost. Example: NAPA procures a Ford OE part at $100. NAPA IBS sells that part to Sourcewell customer for $100 with no markup. Operating Expenses: The monthly operating expenses of the store, or cost of services. are billed separately to the customer at actual cost. No operating expenses are built into the price of goods. Operating costs are determined and outlined in contract — agreed to by the Sourcewell Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD customer. NAPA Management Fee: A monthly management fee is also billed to the customer at a not to exceed 10% of their total cost of goods purchases for that month. This allows NAPA to realize contractual ROI. Options: For customers who prefer, we can combine the operating costs and ROI management fee into one fee and calculate a balanced budget monthly total fee. Some customers have even asked us to combine the operating costs and management fee into an hourly total fee that can be billed across actual hours of service for our on- site operation. Each customer operates differently, has different hours of operation and different staffing level needs. We have flexibility within this option to fit the needs of the customer. Customer Benefits: No markups are shown on goods purchases, creating a less impactful goods line item on budgets. Separate billing for true monthly operating costs and easy to calculate NAPA management fee (See option 1 sample operating cost model in attachment within this section) Pricing Option 2) Not-to-Exceed 10% Margin on Goods/Monthly Operating Costs Customers have two options in this model: a consistent not to exceed 10% percent margin on goods or a pricing profile option as described below. Pricing Option 2a) Not-to-Exceed 10% Margin Model Cost of Goods: All goods are sold to customer at cost plus designated gross margin not to exceed 10% gross margin, defined as cost of good divided by .90 = selling price of good. This is a not-to exceed pricing structure. Example: NAPA procures a Ford OE part at $100. NAPA IBS sells that part to Sourcewell customer at $100 divided by 0.90 = $111. This is the formula to sell the product to the Sourcewell customer at 10% margin. Operating Costs: The operating expenses of the store, or cost of services, are billed to the agency separately to the customer at actual cost. Operating costs are determined and outlined in contract — agreed to by the Sourcewell customer. NAPA ROI: NAPA's ROI is built into the price of the good to arrive at a final net margin of no greater than 10% of total customer purchases. Customer Benefits: All NAPA ROI is built into the price of the good for simplicity of billing. All monthly operating expenses are billed at cost and no separate management fee is billed (See option 2a sample operating cost model in attachment within this section). Pricing Option 2b) Not-to-Exceed Pricing Profile 9074/25% Margin Model Cost of Goods: NAPA-branded goods are sold to customer on our NAPA Sourcewell Government Pricing Profile 9074. NAPA branded goods are sold to the customer at a higher margin on our not-to-exceed list less pricing outlined in detail in the attachment within this section. Non- NAPA (sourced) goods are sold to customer at a not-to-exceed 25% gross margin, defined as cost of goods divided by 0.75 = selling price. This is a not-to exceed pricing structure. Example: NAPA procures a Ford OE part at $100. NAPA IBS sells that part to Sourcewell customer at $100 divided by 0.75 = $133. This is the formula to sell the product to the Sourcewell customer at 25% margin. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD Operating Costs: The operating expenses of the store, or cost of services, are paid entirely by NAPA and not charged to the customer as they are built into the price of the good. NAPA ROI: NAPA's ROI is contractually built into the price of the good to arrive at a final net margin of no greater than 10% of total customer purchases. Customer Benefits: All NAPA ROI and operating expenses are built into the price of the good for simplicity of billing. No separate management fee or operating expenses are billed. This is a popular option for customers that do not want a separate operating fee and wish to bill the cost of operating and NAPA's ROI out as part of the price of goods so they can share the expense across the departments proportionately by the departments that buy the most goods (See option 2b sample operating cost model in attachment within this section). Acquisition Cost Definitions Because all of our parts pricing is based directly on acquisition costs, the following is an explanation of how we arrive at our acquisition costs: 1. For Non-NAPA, or sourced, goods — i.e. OE parts, tires, bulk fluids, proprietary parts, outside services, etc. — the pricing passed on to our customer is our current acquisition cost plus whatever our contracted margin is for that good. We provide transparent documentation of all supplier invoices, so the customer knows exactly what they are paying for each part. 2. For NAPA branded products that we source internally, customer pricing is based on our current NAPA jobber acquisition cost plus whatever our contracted margin is for that good. This can be a significant savings for our customers if they choose for us to provide our own NAPA-branded goods. In our attached documents, we have provided a sample agreement and sample monthly operating expense examples that demonstrate each pricing model proposed. Our customers appreciate the transparency in our operating cost models when they are not surprised with unknown mobilization costs, startup costs or incremental costs throughout the term of a contract. As a publicly traded company, our transparent operating statements are held to a high standard. When we engage with customers on contract options, customers are allowed to add specific terms and conditions to customize their contract and select the pricing option and business model that best fits their operation. 50 Quantify the pricing discount represented by the pricing NAPA IBS is a VMI service program so the products we issue are proposal in this response. For example, if the pricing in a function of the services we provide. One of the top priorities of your response represents a percentage discount from MSRP the program and most impactful services we conduct is to facilitate or list, state the percentage or percentage range. and negotiate ways to reduce the acquisition cost of our products, which in turn represents the discount our customers receive. Competitors who offer specific discounts often do so with no mention of the original cost of the part, resulting in higher prices that appear to be a good deal. Because parts in the IBS model are priced based on acquisition cost, all discounts we negotiate with our vendors are automatically passed on to our customers and we don't have to incur markups on products that are sourced internally. Here is how we arrive at our acquisition costs: 1. For Non-NAPA, or sourced, products (non-NAPA branded goods — i.e. OE parts, tires, bulk fluids, proprietary parts, outside services, etc., the pricing passed on to our customer is our current acquisition cost plus whatever our contracted margin is for that good. We provide transparent documentation of all supplier invoices, so the customer knows exactly what they are paying for each part. NAPA IBS currently works with thousands of national brands and holds a national database of pricing for our customers as a comparison of the pricing offered by local, regional and national vendors to their project. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 2. For NAPA branded products that we source internally, customer pricing is based on our current NAPA jobber acquisition cost plus whatever our contracted margin is for that good. This can be a significant savings for our customers if they choose for us to provide our own NAPA-branded goods. The way we arrive at discount rates differs depending on the pricing model a customer selects. The following is a general breakdown of the estimated discounts received in each model: Pricing Option 1: No Markup Goods Pricing/Management Fee • Non-NAPA Branded Goods — NAPA IBS sources non-NAPA branded goods from thousands of local, regional and national suppliers. Depending on the products our customers ask us to source, we have seen realized discounts of up to 40% off certain published List pricing, where published List pricing is available. • NAPA Branded Goods — NAPA-branded products have varying discounts off of list price in this option. Customers that elect to use NAPA products in their contracts may realize discounts of up to 84% off certain NAPA List pricing. o Note: This model realizes no gross margin at the point of sale and a management fee is collected in order to obtain part margin and the operational cost reimbursement Pricing Option 2a: Not-to-Exceed 10% Margin Model • Non-NAPA Branded Goods — NAPA IBS sources non-NAPA branded goods from thousands of local, regional and national suppliers. Depending on the products our customers ask us to source, we have seen realized discounts of up to 30% off certain published List pricing, where published List pricing is available. • NAPA Branded Goods — NAPA-branded products have varying discounts off of list price in this option. Customers that elect to use NAPA products in their contracts may realize discounts of up to 82% off certain NAPA List pricing. o Note: This model realizes 10% gross margin at the point of sale and a management fee is applied to obtain the operational cost reimbursement Pricing Option 2b: Not-to-Exceed Pricing Profile 9074/25% Margin Model • Non-NAPA Branded Goods — NAPA IBS sources non-NAPA branded goods from thousands of local, regional and national suppliers. Depending on the products our customers ask us to source, we have seen realized discounts of up to 15% off certain published List pricing, where published List pricing is available. • NAPA Branded Goods — NAPA-branded products have varying discounts off of list price in this option. Customers that elect to use NAPA products in their contracts may realize discounts of up to 70% off certain NAPA List pricing. o Note: This model realizes approximately 25% gross margin, based on product mix, at the point of sale and a no management fee is collected in order to obtain part margin and the operational cost reimbursement Each pricing option, regardless of the gross margin realized at the point of sale, results in very similar net results for the Sourcewell member and NAPA IBS. These options are provided to showcase NAPA's flexibility to work with a Sourcewell member inside of their control environment. The NAPA IBS program affords all Sourcewell members the opportunity to take advantage of NAPA's local, regional, national and global purchasing power. This indudes negotiated discounts on certain goods. From time to time at a supplier's sole discretion additional discounts may also be offered outside of the typical discount off List price as well. NAPA IBS delivers all available discounts to Sourcewell members at the point of sale. It is important to note that discounts and the listed percentages are subject to change and or vary due to local regulations, supplier program changes and other events. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 51 Describe any quantity or volume discounts or rebate Based on our cost-based model, we do not provide rebates as part programs that you offer. of a volume program with our IBS customers. We are an aggressive advocate for cost reduction on parts for our vendor managed customers. Any negotiated discounts are included at the invoice level and realized at the point of sale. Parts are sold to our customers based on acquisition cost and the pricing model selected at contract. The true cost savings for the customer is encumbered in the total solution of NAPA IBS — cost savings come from buying parts and supplies at the "after discount" price net acquisition cost on parts, inventory reduction and/or acquisition, transaction cost reductions, and shop productivity. 52 Propose a method of facilitating "sourced" products or The NAPA IBS program offers a brand-agnostic approach to related services, which may be referred to as "open market" stocking parts rooms that gives each customer the choice of what items or "nonstandard options". For example, you may combination of OE and aftermarket brands and product lines they supply such items "at cost" or "at cost plus a percentage," want us to stock. Aftermarket parts have become a crucial savings or you may supply a quote for each such request. vehicle for many Sourcewell members so our Sourcewell customers benefit because we are a direct supplier of these items that comprise a significant portion of their spend. For products that are outside of our supply chain or that are simply preferred by fleet or facilities management, we have a large automotive and non-fleet vendor network that we can turn to. We regularly source PPE products, outside repair work and other non- traditional inventory requests for Sourcewell customers across the US and Canada and we don't add any additional markups for doing so. The pricing model that we have in place applies to any part we stock regardless of the source. With NAPA IBS, the goal is to build an inventory that fits the customer, not one based on our preferences or agenda. Furthermore, we provide transparent invoices from all suppliers so our customer can see acquisition costs and make smart purchasing decisions. Due to our affiliation with NAPA, we do have the important ability to source a vast selection of parts from our internal supply chain, saving the customer significant dollars when they choose to go that direction. We work with 1,300+ outside vendors to source parts for our Sourcewell customers today, but the cost savings offered by supplying NAPA parts makes NAPA the number one stocked brand across our IBS parts rooms. Stocking NAPA parts offers a dramatically reduced acquisition cost versus what our competitors pay for the same parts. Vendors without this intemal supply chain pay and pass on to the customer multiple markups on aftermarket parts. Finally, our national footprint creates buying power with our suppliers that reduces overall acquisition costs, and therefore final pricing, but it also guarantees one more thing: The potential loss of a large customer in the IBS world would not have an impact on our ability to achieve the best pricing and service from our suppliers, adding stability to our service that not all competitors who rely on just a few large accounts can provide. 53 Identify any element of the total cost of acquisition that is The only additions to total cost outside of our acquisition costs may NOT included in the pricing submitted with your response. be special request projects like IT projects, special freight requests, This includes all additional charges associated with a customer equipment purchases, third-party involvement agreed to by purchase that are not directly identified as freight or the customer, or overtime charges that come up as part of our shipping charges. For example, list costs for items like pre- agreement. Those expenses are 100% verified and agreed to by a delivery inspection. installation, set up. mandatory training, or customer before they are ever billed or charged as part of our initial inspection. Identify any parties that impose such costs services. and their relationship to the Proposer. We have seen several cases where competitors charge additional fees that raise the overall cost of services, but we do not charge any of the following through the NAPA IBS program: • Standard mobilization or installation costs • Internal freight • Technology integration costs on solutions we already provide • Markups on operating expenses We provide transparent and accurate costs of our program up front and throughout our contracts. Our pricing model stays consistent throughout the contract and can be easily amended for the changing needs and scope changes from any Sourcewell members. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6AD0C1B3B9DD 54 If freight, delivery, or shipping is an additional cost to the As part of our IBS services, the only freight or shipping costs come Sourcewell participating entity, describe in detail the in the form of special order parts and supplies as requested by the complete freight, shipping, and delivery program. customer. For example, if we have a specific application part that is an emergency and the only supply for that particular part is from a vendor in another state we provide the customer with a freight approval for and will only ship upon approval from authorized Sourcewell IBS customer approver. Freight and shipping on special order items is billed to customer on the itemized operating statement on a monthly basis and is billed at cost with no markup. In addition, freight for these special order items is included on our invoice along with the part for auditing and tracking. NAPA branded parts are primarily supplied from our closest NAPA Distribution Center at no freight charge to the customer. Our NAPA Distribution Centers are available for parts supply 7 days per week for our On-site NAPA IBS stores. Nightly freight deliveries to IBS locations are available on Monday-Friday with special pickups and deliveries on weekend. We also handle a huge array of local, regional and national non- NAPA vendors. Our goal is to have a vast majority of stock on hand to avoid freight charges. We work with all vendors to deliver us parts at cost — with no separate delivery charges. 55 Specifically describe freight, shipping, and delivery terms or We have no requirements or restrictions for Alaska, Hawaii or programs available for Alaska, Hawaii, Canada, or any Canada within the services in our RFP response. NAPA IBS has offshore delivery. brick and mortar warehouse locations and employees in Anchorage, Honolulu and throughout Canada, as well as multiple company and independent NAPA dealers in multiple markets in both states that can and currently do provide services outlined in this RFP. NAPA also has export distribution centers on the West Coast (Sacramento) and East Coast (Miami) that already have international channels of distribution in place that can expand our services proposed in this agreement to the Caribbean, Central America, South America, and the South Pacific (including Guam). Since we have brick and mortar store and warehouse operations in Alaska, Hawaii and Canada, they will have the exact same benefits as all other 48 states. Since they are part of the Genuine Parts Company family and NAPA network — NAPA branded products are delivered at the same cost as the mainland US. Freight and shipping for special order parts and parts not available through local and regional vendors would be vetted the same as in the 48 mainland states. Freight charges would be on an approval basis from customer on special order and national vendors. Genuine Parts Company owns our own private feet company in Rayloc Merchandise Distribution Services (RMDS). RMDS provides transportation solutions for all of GPC's U.S. based companies. RMDS is often called upon to deliver weather related emergency relief supplies and provide solutions for any other special projects the GPC family orchestrates. RMDS is headquartered in Atlanta, GA and has cross-dock facilities in Atlanta, GA. Cedar Rapids, IA, Charlotte, NC, Hagerstown. MD, Indianapolis, IN and Memphis, TN. RMDS logistical services are available to Sourcewell Members and upon request we can get our logistics professionals to review opportunities and work towards value add solutions. Because we have our own distribution network, we are able to significantly lower the cost of freight for our Sourcewell member customers. 56 Describe any unique distribution and/or delivery methods or NAPA IBS has several unique offerings within our contracts that options offered in your proposal. provide solutions to our customers, including: Brick-&-Mortar Infrastructure — We have an unparalleled existing infrastructure of distribution and current VMI solutions across the US and Canada. With more than 6,000 retail stores, 52 major distribution centers, 55,000 employees and 400+ current IBS VMI operations active today, our ability to provide these services quickly, effectively and on budget is unmatched. Product Diversity — our distribution network includes the largest and most diverse product catalog of any service provider in the VMI world, including: Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD • 465,000 SKUs of NAPA branded parts • 4 Million SKUs of MRO, Industrial, Office and other products through Motion Industries • Millions more through our network of 1,300+ external supplier partners Off-site inventory services — Sometimes space, location or labor issues may require us to provide an off-site dedicated warehousing or parts supply operation for our customers. We have multiple examples where customers have asked us for an off-site solution. In these cases, we are able to manage inventories remotely through our IBS HUB consignment program. Having consignment or off-site inventory loaded into our technology allows us to monitor what has been used, what needs replenishment and what to bill the customer for. Periodic manual counts will be conducted by NAPA IBS personnel to reconcile all unmanned satellite locations and consignment inventories. This offsite inventory management also applies to customer mobile units and service vehicles that carry emergency inventory that is not held at a specific brick-and-mortar location. Hub and spoke services — In some cases we have customers that have multiple sites but do not require staffing at all locations. In these cases, we can model a hub and spoke inventory management system using people, technology, bar coding and standard operating procedures to accomplish the parts management goals of our customers. The unique nature of NAPA's brick and mortar operations — 52 master distribution centers and 6,000 retail outlets — gives us a unique footprint on the ability to source both NAPA and non-NAPA parts and supplies for our fleet customers...as well as deliver those products in an expedited manner leveraging our dedicated brick and mortar assets and logistics. This allows us to keep staffing costs in check and provide manned and unmanned services to fleets that are mobile or geographically broad in nature. The fact that we have so many brick and mortar sites and daily delivery to these sites...along with 400+ dedicated vendor managed inventory sites (NAPA IBS) allows us to give our government/education customers unparalleled service and availability. Virtual Inventory Exchange Warehouse (VIEW) — IBS VIEW is a module within the IBS HUB system that facilitates the exchange of inventory between IBS sites. whether within the same organization or outside of it. This reduces obsolescence, shares outside pricing levels that can help us negotiate better deals and helps find hard-to- source parts. It also integrates with UPS labeling and shipping modules to make a one-stop-shop for moving parts. Electronic vending machine/RFID solutions: We work with multiple suppliers of vending technology — including vending machines and RFID solutions to address specific non-manned solutions. In these cases, we build the standard operating procedures and cost/benefit analysis for customers to use this technology to decide if it is the proper fit. MRO warehouse supply management — In addition to fleet supplies, many of our municipal customers ask us to use the same technology, staffing, and inventory tools we do in fleet-related operations. We have the capabilities and vendor relationships to add this as an added value service to our IBS operations. We currently hold Sourcewell contract #121218 for MRO inventory management. Technology Solutions — With our dedicated IBS headquarters team we also have the ability to partner with the billing, finance, and management of fleet and govemment/education fleet operations to work on custom integration solutions for their fleet or enterprise procurement platforms — all meant to drive transactional efficiency and cost reduction in the day to day process of ordering parts and supplies. Custom technician training solutions — We are dedicated to helping productivity in the shop through shop training — paced at the speed of the shop. Whether it is on-line, on-site or classroom study, NAPA IBS has tools to keep the govemment/education fleet technicians and fleet managers on the cutting edge. www.NAPATraining.com Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD Warranty Tracking — Our IBS HUB system identifies, tracks and facilitates warranty, core and return processes to make them as automated and easy for the customer as possible. Over time, we can identify common product issues and work with suppliers to resolve them without the customer having to do any work. Financial Investments — As a Fortune 200 organization, our parent company Genuine Parts Company has the unique ability to make financial investments in Sourcewell members to make sure they have the parts they need on the shelves. Other providers shy away from investing in proper inventory levels, resulting in longer wait times, expedited freight costs and low fill rates. Table 12: Pricing Offered Line The Pricing Offered in this Proposal is:* Comments Item 57 b.the same as the Proposer typically offers to GPOs,cooperative procurement organizations,or state purchasing departments. Table 13: Audit and Administrative Fee Line Question Response' Item 58 Specifically describe any self-audit process or program that you NAPA IBS employs an in-depth, multitiered audit system that plan to employ to verify compliance with your proposed Contract extends from self-audits to third-party corporate governance. with Sourcewell. This process includes ensuring that Sourcewell participating entities obtain the proper pricing. that the Vendor Self-audit process/program: NAPA IBS manages a similar reports all sales under the Contract each quarter, and that the process with audits on all 400+ IBS contracts nationally. Vendor remits the proper administrative fee to Sourcewell. Corporate auditing and governance: As a publicly traded company, Genuine Parts Company is guided by Sarbanes- Oxley corporate governance and auditors as part of our public responsibility. Our business units in all company operations — including IBS - are audited on a regular basis. IBS Corporate Auditing: Genuine Parts Company supplies each of our IBS locations with 3rd party inventory auditing through 3rd party contract inventory teams — per Sarbanes Oxley regulations. Each Sourcewell/NAPA IBS customer agreement will include monthly monitored electronic tracking of all customer purchases handled through our NAPA Headquarters in Atlanta, GA. The contracts will be subject to a quarterly compliance business review with involvement from the contract owner (GPC or independent dealer) and the customer and will be signed off and logged at NAPA Headquarters) for compliance. NAPA Internal Audits: NAPA internal audits occur at a minimum twice a year before and after our interim write off period. Stores scoring less than 85% will get re-audited to ensure the non-compliance items are corrected. GPC Internal Audit and NAPA team members use the national "APG Store Loss Prevention Review" guidelines to randomly select and audit stores and to discuss results in detail with management and senior leadership. Due to the random nature of these audits we are unable identify the frequency. The regular NAPA audit is used to ensure a location is ready for GPC internal Audit. NAPA external audit is conducted by EY and assisted by Moore Colson. These audits require quarterly, interim and annual support and are reviewed by GPC Sr. Leadership and used to sign off on the company financials and 10K documentation. Parts Pricing and Operations Statements Compliance: Our HQ's IBS operations department listed in this response produces and reviews month end contract compliance reporting to ensure each customer's prices match their ' specific agreements and with any deviation reported to the operations for corrections. This team performs quarterly Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6AD0C1 B3B9DD pricing reviews along with our local operations to ensure our customers receive contract pricing per our agreed Sourcewell contract. Our on-site point of sale system will be the system of record for all transactions — and we have dozens of daily, weekly and monthly reporting available to any IBS customer for contract compliance. In many of our IBS sites, we are very familiar with contract compliance and audit measures, so our team is seasoned to report and audit our operations. This transparency is reflected in our IBS Sourcewell contract agreement attached. As a rule, in many of our IBS contracts, we provide a specific market basket of products to our customer with specific margins and costs to ensure compliance — typically on a quarterly basis. Our customers may pick the parts from parts acquired in the contract and may ask us to do an analysis on our contract price vs. the price charged. We then produce specific reports and billing showing specific contract price to ensure compliance. The audit needs of our Sourcewell contract customers may differ so we write the information requirements specifically in our contract language. NAPA IBS lives in a transparent govemment and education fleet environment every day and takes price compliance very seriously. One additional note: All IBS customer purchases are stored and protected in our GPC secured network daily. Purchases are held in two separate secure corporate servers/data warehouses and preserved for the term of the contract for internal and external audit purposes. Sourcewell Marketing Requirements: In regard to marketing and advertising requirements, our VP of IBS will assign the designated IBS Marketing Coordinator to ensure the IBS website has the most current Sourcewell marketing materials posted and maintained monthly. Reporting Compliance: Our IBS Operations Department will be notified of all new members and will ensure that the locations purchases are properly tracked to insure accurate quarterly reporting to the designated Sourcewell representative. Under our current contract, we have customized reporting on our Sourcewell contract for the co- op. We can deliver SKU-level data and overall program progress to Sourcewell on quarterly basis. 59 Identify a proposed administrative fee that you will pay to NAPA IBS proposes a 1% fixed percentage fee paid to Sourcewell for facilitating, managing, and promoting the Sourcewell Sourcewell based on monthly total net sales of the IBS to the Contract in the event that you are awarded a Contract. This fee is Sourcewell contract customer — on all IBS contracts using the typically calculated as a percentage of Vendor's sales under the Sourcewell contract as vehicle. This fee would be payable to Contract or as a per-unit fee; it is not a line-item addition to the Sourcewell on a quarterly basis directly from NAPA Member's cost of goods. (See the RFP and template Contract for headquarters — regardless if the Sourcewell IBS contract was additional details.) through a company or independent location. NAPA HQ will handle the sales tracking, reporting, audits, and fee disbursement. The 1% fee will be paid by NAPA Headquarters directly to Sourcewell — none of these fees will have an economic impact on the actual end user IBS Sourcewell customer. These payments to Sourcewell will not reflect in the price of the parts or services paid by the IBS contract customer. Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Question Response* Item 60 Provide a detailed description of the NAPA Integrated Business Solutions (IBS) is a customized on-site (or off-site) vendor equipment, products, and services that you managed parts and supplies inventory management program offered by NAPA Auto are offering in your proposal. Parts under the trademark name Integrated Business Solutions. Genuine Parts Company/NAPA has engaged in this specific service offering for more than 26 years. In the simplest form NAPA IBS is a service for fleet customers in any govemment segment (State, DOT, City, County, Utility, etc.) or education segment (Higher Education and K-12) where the customer has a need to more effectively manage the parts, supplies and materials it takes to maintain their fleet vehicles. NAPA's on-site store program provides the following benefits: • On-site, vendor managed, inventory consisting of commonly used items. These Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD items are purchased and held at NAPA's expense and are charged to the customer only when used for a given maintenance or repair. • Dedicated staff providing on-site parts related services. • Procuring. stocking, and issuing of automotive parts including both NAPA branded and non-branded items. • Work order system integration to ensure parts and equipment are timely and accurately charged to vehicle maintenance and cost records. These services greatly reduce the involvement of agency personnel in the acquisition and administration of parts enabling improved departmental focus on core functions and responsibilities. Today, NAPA IBS operates over 400 on-site locations for multiple govemment and private fleet and warehousing operations in the US and over 20 sites in Canada, Each IBS contract is unique because each fleet we service has different hours of operation, different vehicles, varying ages of vehicles, and unique staffing situations... no two fleets are the same. Each IBS location is customized for the government/education customers business. We start with a fresh scope of work and use industry best practices as benchmarks, then build a customized service and store structure around the government agency's needs (people, vendors, services, hours, space, and inventory). NAPA IBS works with government administrations, procurement and fleet operations to develop a custom contract and scope of work. Once contract terms are agreed to, we mobilize staffing. inventory, standard operating procedures, billing processes and regular contract compliance reporting. When onsite, NAPA IBS manages any product our customers need us to handle (NAPA and Non-NAPA AutomotivelTruck/GSE Parts, OE parts, office supplies, safety material, tires, bulk fluids. and more). Under the Sourcewell agreement, the NAPA IBS store will be physically located within the customer's fleet shop or facility. NAPA will staff the location with full-time employees dedicated to that customer. NAPA will work with the customer's personnel to identify existing inventory with low utilization and will provide management with recommendations for disposition. NAPA will then procure commonly used items and supplies used by the agency, at its own cost, to stock the On-Site Store. NAPA's assigned resource will be responsible to procure all automotive and heavy truck related items, whether or not these are available through NAPA or through any other source. All items, whether issued through the On-Site Store, or procured by NAPA on the agency's behalf will be entered into the agency's work order management system. Our current Sourcewell customers have experienced immediate benefits leveraging a cooperative contract to employ our onsite location service. Some key benefits include: • Contracting Speed and Simplicity — Every government entity wants to be able to build contracts and solutions that meet their specific needs and working through Sourcewell and NAPA IBS they have been able to do that while avoiding a laborious and expensive RFP process. Especially in a year of pronounced operational difficulties and global crisis, solutions like this one have helped govemments get the help they need more quickly and efficiently. • Immediate Inventory Reduction — NAPA IBS owns the parts supply and inventory. In many cases, we buy the existing non-obsolete parts the customer stocked prior to IBS, relieving them of the inventory investment. Then we add additional inventory on NAPA's investment to support the fleet and improve fill rates. NAPA IBS stores sell our contract customers parts and supplies as they need them — on-demand... dramatically reducing the expensive world of owning and managing inventory. The customer only pays for the part when they use it. • Staffing — NAPA IBS provides the staff to run the parts operation during the hours the customer needs us. This staff is 100% dedicated to their contract customer and will also be available to cover the parts operation after hours and in emergency situations if needed). • Transaction Cost Reduction — NAPA IBS works with fleet departments and procurement departments to reduce the number of transactions by reducing paperwork and reducing the vast number of vendors usually servicing a fleet. We source from all vendors NAPA and non-NAPA and provide our customers with one bill at the end of the month. By consolidating the monthly parts bill into one statement, our customers experience a big transactional cost savings reduction by paying one bill versus hundreds. • Technology Advances - NAPA IBS also works to reduce transactional time and cost by integrating our exclusive IBS HUB point of sale system with existing fleet and warehousing software systems. By integrating with a fleets existing software platform, Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD we help them leverage a major investment they have made in their fleet software and fully utilize the billing, reconciliation, work orders, and reporting available in their software. Most importantly, it ensures that all parts and supplies used in the shop get billed to a proper work order — allowing our customers the auditability of what they do in their fleet operations. NAPA seamlessly integrates with dozens of the most popular systems on the market (including Assetworks — Fleet Focus, FA, M5, Faster, RTA, Dossier, Chevin). • Shop Productivity Improvement — NAPA IBS on-site store handles the day-to-day productivity killers (parts management, paperwork, cores, defects, warranties, new part returns). A very important part of our service is providing regular reporting of on- demand fill rates. Between inventory management, customized min-max services and our nationwide vendor network, NAPA IBS builds a transparent, auditable inventory plan with our customers that builds in specific KPI's and benchmarks for on-time parts delivery to the technicians. Our goal with this is to eliminate the expensive downtime in a shop spent waiting for parts delivery in the traditional parts procurement system. Our goal is to help the govemment/educational customer by keeping technicians turning wrenches through having the proper inventory on hand and taking the ball on parts pickup and service to ensure the shop gets their parts on time — by dealing with hundreds of vendors. Within the scope of these services, we are able to source, manage and provide a vast array of product categories from our internal and external supply chains to be a single-source supplier for Sourcewell customers. Some of the products we regularly supply include: • OE & Aftermarket Automotive Parts • Light, Medium & Heavy Duty Truck Parts • Off-Road & Construction Equipment • Marine Parts & Equipment • Transit-Specific Parts • Agriculture Parts • Tires • Fluids & Chemicals • Shop Supplies • MRO Products • Chains • Tools & Equipment • Lifts & Jacks • Vehicles • Hydraulics • Janitorial Supplies • Office Products • Paint • and more... We offer such a breadth of sourced and internal NAPA goods to provide our government customers a perfect mix of OE and aftermarket options. Our role is to provide fleets with options that allow them to select the products they want that meet their quality, warranty, price and availability criteria, regardless of brand. The choice is theirs. While we work with more than 4,000 manufacturers and distributors, we have included a sample line card of the top sourced suppliers as well as NAPA-branded light, medium and heavy duty products in the supplemental uploads section. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6AD0C1 B3B9DD 61 Within this RFP category there may be Potential list of subcategory services/solutions NAPA IBS can provide under the subcategories of solutions. List subcategory services outlined in this RFP: titles that best describe your products and services. • Vendor managed fleet parts management services — aftermarket, OE parts, tires, related supplies, paint, tools and equipment • Vendor managed facilities Maintenance, Repair, and Operating (MRO) warehouse management services - including building materials, industrial materials, school supplies, office supplies • Repair and diagnostic tools and equipment for fleet operations • MRO replacement supplies for facilities, schools, non-profits, housing authorities, transit agencies • IT services for fleet and MRO facilities — including warehouse enterprise software integration, consulting, fleet software integration, data management • Parts and MRO supplies using vending machine solutions —based on customer need • Off-site inventory vendor managed services — manned and unmanned • Parts and warehouse staffing services • Inventory management analysis • Exclusive online parts ordering via NAPA ProLink, customized punchouts or software integrations • Fleet metrics reporting • Public Works/Water Management Supplies • Building & Construction Supplies & Materials • Supply Chain Services Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products. and services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Line Category or Type Fleet Related* Facility Related* Comments Item 62 Vendor Managed Inventory solutions r. Yes r Yes Other than what has been r No r No presented — we feel that the biggest added value we bring to this solicitation is our network of suppliers, customers, contracts and people. Today, we staff over 400 IBS fleet operations with well over 1,100 dedicated vendor managed on-site staff in our US operations. Our track record of driving cost out of fleet-related and warehousing operations stems through four main avenues: inventory management, staffing, transaction cost reduction and shop productivity. We are unique in that we have over 400 unique sites in the US where today NAPA IBS owns and maintains over $175 million in parts inventory for hundreds of thousands of fleet vehicles. NAPA IBS specializes in Vendor Managed Inventory services (VMI). Customized Inventory Management Services • Complete inventory analysis of parts, supplies, tires. chemicals, fluids and much more • Obsolete inventory reduction planning and dispersal services Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD • State-of-the-art barcoding of all inventory regardless of vendor • Electronic min/max establishment and regular review to ensure specific fill rates Transaction Cost Reduction • NAPA IBS deals with hundreds of vendors and the customer only receives one monthly statement for parts • IBS can assist with reduction of paperwork through monthly invoice reconciliation services • The goal: Delivering streamlined paperwork and reduction of effort for accounting/billing Technician Training — NAPA IBS Exclusive • NAPA exclusive: Online technician skills assessment • NAPA Training exclusive: Over 200 online tech training modules • NAPA Training Exclusive: Over 50 on-site professional training instructor-led classes • ASE test preparation for shop technicians and shops striving for ASE Blue Seal Certification Fleet Software Integration — NAPA IBS Exdusive • Seamless integration of customer's fleet management system with our IBS HUB inventory management system • This is full-scale integration, not just a data dump • Our staff insures all requested and billed parts are on work orders • Full-time national IT support for IBS operations — including customized IT solutions Contract Compliance Reporting — NAPA US IBS Exdusive • Customer Summary Report — daily overview of parts operation efficiency. • Daily Status Report — work orders fulfilled, unfulfilled and pending. • Parts on Order/Unit Status Report — gives fleet manager view of all pending parts on order relative to specific pieces of equipment, including ETAs. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD • Daily Transaction Report — detailed data of each part requests including ordering technician, unit number, work order number, part description, quantity ordered/billed and more. • Vehicle Out of Service Report — shows number and percentage of fleet units current down waiting for parts. • Fill Rate Report — SKU- specific actual fill rates per contract KPIs. • Cost Comparison Detail Report — SKU-level daily report showing last paid cost versus previous cost. We are best-in-class on the training of our people and our customers and pride ourselves in transparency and driving results for fleet and maintenance repair operations. 63 Logistics Management Solutions a Yes a Yes In addition to our core r No r No function of sourcing and managing Sourceweli customer inventory, we provide a long list of logistics services that make their overall fleet operations run more effectively. What this does is creates a menu of service options for each customer that allows them to customize exactly what we do for them so we know their needs are met. The following are several examples, but not an all- encompassing list, of store and warehouse logistics we manage in the IBS program: • IBS HUB — our proprietary inventory and order management system controls all aspects of analyzing inventory status, placing and tracking orders and deliveries, managing pricing and more so the parts operation is predictable for the customer and runs efficiently. • Barcoding — NAPA IBS barcodes and location codes every item in the parts room, whether NAPA product or sourced product, so we can tell the customer exactly what is on the shelf, where it is, and can get it to them quickly when needed. • Cores/Warranty/Returns Tracking — We track all core and warranty eligible items in IBS HUB as soon as they are issued to the customer. This way, when a Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD product is returned to the parts room, we can identify what the appropriate way to process it is. We also handle all claims with the manufacturers/suppliers for the customer. • Delivery Tracking — IBS HUB provides reporting that shows all orders that have been placed, when they are scheduled to arrive, and what units and work orders are waiting on these parts. This helps the customer know when their units will be back in service and eliminates time spent trying to track down orders. • Off-Site Inventory Management — NAPA IBS can manage remote and/or consignment inventories. Unmanned location inventory is managed, replenished and billed through our IBS HUB system. The technology reduces the required headcount to run a customer's parts operation, saving them dollars. • JOEI/NAPA Express — These proprietary sourcing systems allow our IBS store personnel access to our nationwide distribution network to find the parts they need easily. We are also tied into our outside suppliers' inventories so NAPA and non-NAPA parts can be acquired in the best way possible every time. • Virtual Inventory Exchange Warehouse (VIEW) — IBS VIEW is a module within the IBS HUB system that facilitates the exchange of inventory between IBS sites, whether within the same organization or outside of it. This reduces obsolescence, shares outside pricing levels that can help us negotiate better deals and helps find hard-to-source parts. It also integrates with UPS labeling and shipping modules to make a one-stop-shop for moving parts. • Vending Solutions — when requested by a customer, we have the ability to implement vending machine solutions that give them access to parts after hours or at unstaffed locations. • JDE & MIO — NAPA Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD IBS employs digital warehousing solutions, when beneficial to a fleet operation, through JD Edwards and Manhattan 10 platforms. • Shuttle System — NAPA IBS uses innovative shuttle systems to streamline parts supply to our customers by utilizing routes that strategically connect our distribution centers, retail stores and IBS shops. • NAPA AutoCare Centers - NAPA Auto Parts partners with over 14,000 independent automotive repair shops to provide high quality automotive repair and maintenance parts to ASE service professionals. NAPA AutoCare is the largest network of independent mechanics in North America. So, if it is time for routine maintenance or if a Sourcewell member needs major repairs, there is a NAPA AutoCare ASE Certified mechanic nearby. NAPA is highly motivated in partnering Sourcewell members contracted with IBS with our independent network of repair facilities to increase their technician productivity and reduce asset downtime by contracting out certain jobs to local small business NAPA AutoCare facilities. Ensuring the same quality parts are being used on all Sourcewell members equipment and possibly reducing costs by reducing the need of overtime contract mechanics for automotive work. Table 15: Industry Specific Questions General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark"NA" if the question does not apply to you (preferably with an explanation). Line Question Response* Item Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD 64 If you are awarded a contract, provide a The following items are specific, trackable metrics that, if awarded this contract, we few examples of internal metrics that will will use to measure our success in growing our Sourcewell footprint through the IBS be tracked to measure whether you are program: having success with the contract. 1. Contract Renewals: The ability to renew our existing 50+ Sourcewell IBS contracts through the term of the new contract means customers are happy with the program and partnership we have built and guarantees future revenue for NAPA and Sourcewell. 2. Existing IBS Contract Conversion: We make a concerted effort to promote the Sourcewell contract to our existing standalone customers as a way to continue their service with us without having to issue an RFP. Converting non-cooperative contracts to Sourcewell is a great way to grow our success. 3. New Sourcewell Contracts: Acquiring new govemment fleet customers through the implementation of the Sourcewell IBS contract is the most impactful way to grow NAPA's and Sourcewell's business simultaneously. 4. Customer Satisfaction Surveys: Every quarter, our local management teams meet with every IBS customer to discuss key wins, opportunities for improvement, and the state of the relationships. Following each of these reviews, the customer submits a satisfaction score that is tracked by NAPA Headquarters. The scores our Sourcewell customers give us are a strong indicator of our ability to deliver on the promise of what we offer. 65 Describe your strategy regarding the As part of taking over the stockroom NAPA IBS understands the desire of Sourcewell disposition of existing and remaining members for NAPA to purchase the existing inventory that is currently on hand at the inventory at the start of and conclusion of Sourcewell members location. NAPA's financial requirements can allow, upon review a Participating Entity utilizing your services. and approval, for NAPA to purchase inventory from a Sourcewell member that is in new, sellable condition, fits the current fleet and has verified issuance history in the most recent 12-month period immediately before the purchase. In addition to the sales justification inventory purchase standard NAPA is also required to complete a full wall to wall inventory to validate the purchase. Another option, if preferred by the customer, is for NAPA to manage existing parts room inventory for Sourcewell members utilizing NAPA's inventory management systems and issuing the inventory at $0.00 to Sourcewell members until the inventory is depleted and replaced with NAPA owned and managed inventory. At the conclusion of a contract - defined as termination, expiration, or non-renewal of the contract -NAPA shall require the Sourcewell member to purchase all non-NAPA branded inventory owned by NAPA and located in the on-site store(s) at NAPA's most recent acquisition cost. Additionally, the Sourcewell member shall have the option to purchase all NAPA branded inventory, owned by NAPA and located in the on-site store(s) at NAPA's current jobber net acquisition cost. This will help any Sourcewell member in their transition period if they choose to separate from NAPA. 66 Describe how inventory owned by a As mentioned in Question #65, NAPA has the ability to enter customer-owned Participating Entity is managed. inventory into our inventory management system and manage it for them. When requested by a technician, we can then issue the parts to them at a cost of $0.00. This allows the customer to still realize the benefits of our inventory management best practices, technology and reporting, without having to conduct a financial transaction on either end of the process. In this system, their inventory would gradually be depleted as requested and would generally be replenished as NAPA IBS-owned inventory after that. Customers often ask us to show them regular status updates on their inventory position and depletion and managing it this way allows us to easily provide them with that information. Certain items, however, such as rare-use parts, critical spares or customer rebuilds, may be replenished and billed to the customer upon receipt but still managed by NAPA in the same way as described above. 67 Describe your ability to integrate fleet NAPA IBS offers exdusive fleet software integration capabilities for on-site and off- software into your inventory management site vendor managed services. We also offer more in-depth integration capabilities program. within our IBS operations where customers may wish to have their current fleet software system integrate with our NAPA IBS point of sale system. This allows electronic transfer of work order parts orders, consolidated billing, data transfer, reporting, and down vehicle reporting to be integrated within our electronic point of sale system, improving shop productivity and ensuring all parts get placed on work orders and are billed correctly. Some of these integrations also allow for invoice reconciliation to happen electronically, dramatically improving productivity time for fleet and accounting departments. NAPA IBS is the only vendor submitting a response to this RFP with the full capability to provide these types of integrations. Others claim to integrate technologies but only offer a mass data dump at the end of each day. What we offer Sourcewell members means real-time data and reporting available to them on demand, a true view of where their shop or facility stands at any moment, and a Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD customizable experience for their users that ensures their operational needs are met. Successful examples of NAPA IBS integrations to third-party fleet and facilities software systems include Assetworks FA and M5, Faster, RTA, Dossier, Chevin, and many more. In Gwinnett County, Ga., an IBS customer for more than 10 years that adopted the Sourcewell IBS contract in 2020, their fleet management division utilizes AssetWorks software as the driver behind its entire fleet operation. NAPA worked with the County to build a custom integration between our IBS HUB system and their AssetWorks interface to create a more efficient way of doing this and the results were immediate. The County has reduced approximately eight to 10 man hours per day by reducing redundant parts keying and work order reconciliation, saving them valuable time and real dollars. Previously, a daily reconciliation report took four or more hours to compile and review, but today it has been automated and can be audited in under five minutes. NAPA IBS also 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.com, we show companies that use large eProcurement programs how to register with NAPA to access our NAPA catalog. Platforms supported indude Ariba, SAP, Oracle, Epicor, Ketera, Jaggaer, Proactis/Perfect Commerce, Coupa and more. We also offer digital warehousing solutions with JD Edwards and Manhattan products. Developing and managing this important technology requires time, financial investment and considerable manpower, so NAPA has invested heavily in a dedicated IT team that can support our operations and our customers throughout the life of our contract: Donna Wright Walsh Director, IT & Integrations Jim Welch Sr. Business Analyst Kevin Osbom Sr. Analyst Tom Simcox Product Specialist Rob Thierry Product Specialist Richard Gomez Product Specialist Nick Giometti Developer Demetrios Papacharalampos Developer Nandini Chavan Developer Nivedhetha Seshadri Developer This team is responsible for supporting our customers in the following areas and more: • Leading and managing end-to-end integrations for NAPA IBS customers. • Integrating eCommerce platforms such as Ariba, Coupa, Jaeggar, AConnex, WHI, etc. • Implementing many eCommerce formats such as: o cXml o EDI ANS x.12 o .csv o .pdf o email • Implementing a multitude of eCommerce transactions such as: o Electronic Orders from customer to NAPA o Electronic Acknowledgements to Customers o Electronic Invoices to Customers o Electronic Payment/Remittance from customer to NAPA • Integrating Fleet Management Software platforms with NAPA's IBS HUB for IBS customers. In addition to direct integrations, we also offer unique specialized technology and intemet tools that are built into the IBS system, induding: PULSE — Market Inventory Classification System — This tool is used by NAPA to list most vehicles in a fleet and find/stock all applicable replacement parts. This tool will aid NAPA in maintaining the right mix of inventory for our customers. ProLink Connectivity — NAPA van provide any PC located in our customers facility access to NAPA ProLink. This is an intemet-based tool to check inventory levels, costs, etc. on parts stocked in the Full-Service Shop and Self- Service Shop (www.napaprolink.com). FleetCross — Medium/Heavy Duty OE/Aftermarket E- Catalogs — NAPA can provide our customers facility with access to FleetCross on the web (www.fleetcross.com). NAPA will utilize its contract with FleetCross to provide IBS stores customized parts and service referencing systems for many OE vehicles, equipment, and parts. Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD 68 Describe your reporting and data analysis NAPA IBS delivers on-demand, daily, weekly, monthly, quarterly and annual reporting capabilities and the frequency with which it across many metrics for our customers. With the vast amount of data we have is provided. nationwide, we also have the capability to deliver ad hoc category-specific reporting. Wrth the diverse array of fleets we handle in our 400+ IBS sites, we have unparalleled access to specific data that can be used to improve cost and efficiency within a government agency. We accomplish this through our exclusive IBS HUB system, which networks all of our company-owned sites nationwide. IBS HUB also allows real-time KPI tracking on certain contract performance metrics with IBS fleet operations: parts fill rates, daily service metrics, inventory special order tracking. down vehicle reporting, inventory readiness, and parts cost comparison reporting. This is exclusive to NAPA IBS company operations and our customers have found it an invaluable technology tool for contract tracking, metric reporting and cost savings tracking. Independent IBS operations have access to a Microsoft Access based program that delivers similar fleet metrics. A sample of the IBS HUB reporting available is included in our supplemental document upload for Warranty & Performance Standards Table: Question #42. 69 Describe any emergency response In the event that a disaster or emergency strikes a Sourcewell customer location, our services and support included in your local management teams are prepared to meet the challenges associated with this proposal. type of situation and have lived through them with your members over the history of the IBS program. The following are a few examples of real emergency situations we have handled recently: Hurricane Laura — Louisiana • Category 4 storm in August 2020 that destroyed all local merchant channels, including area NAPA stores, across a large geography. • Large utility fleet and IBS customer designated as first responder and tasked with restoring the local electric utility infrastructure after the storm. • Parts/equipment support needed for thousands of dispatched employees. • NAPA provided personnel support within 24 hours, sourced from our surrounding distribution centers and stores that were still operational. • Within 48 hours, NAPA had implemented tractor trailers as mobile parts and supplies vehicles that provided on-site support throughout the impacted area. • NAPA remained involved on-site with our IBS customer to support their efforts until the restoration of the local infrastructure was completed. COVID-19 Pandemic — Atlanta, GA • Global pandemic arising in the US in Spring 2020 and continuing today. • Several IBS customers in the area are government fleets and Sourcewell users designated as first responders and needing emergency backup staffing and parts support while maintaining operational safety. • Fleet and safety/PPE products were sourced and available for use by all first responders and all on-site personnel safety measures were strictly followed. • K-12 school district customers were shut down completely, leaving staff at potential risk of unemployment. NAPA IBS redistributed their talent to working operations in our retail and IBS network and provided consulting for fleets on how to retain their staff in other functions. COVID-19 Pandemic — Ventura, CA • PPE supplies unavailable throughout the state during initial spread in March 2020. • NAPA IBS sourced supplies from outside sources for the City of Ventura, a Sourcewell member customer, including 110 gallons of hand sanitizer and disinfectant. • At the City, 95 percent of all parts requests are supplied within 24 hours of request, and 85 percent are issued on demand. In all emergency cases, it is our job to provide backup or increased staffing, after- hours support and on-demand distribution for governments across the US and Canada. Early on in the COVID-19 pandemic NAPA was identified as an essential business in support of first responders and emergency operations and it has been our brick-and-mortar distribution infrastructure that has allowed us to serve them as well as we have. When an emergency hits, we stock up on the products that we know our customers will need, whether tires, snow removal equipment, light bulbs, PPE supplies or anything else, so they won't run out when it matters most. Also, because of our national footprint and distribution foundation, we can promise that no individual emergency will take away our ability to support Sourcewell members. We always have the capability to source from somewhere else if any particular location is affected. While we will always respect and defer to the customer's emergency policies, GPC has a detailed Emergency Plan in place that establishes procedures to mitigate the effects of a disaster in an effective and efficient manner. Our staff is fully trained and have experience serving our customers, managing media and training others in the Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD following cases and more: • Flooding • Hurricanes • Fires • HAZMATs • Power Outages • Snow/Ice • Tornado • Pandemic Outbreak Upon opening a new IBS location,our management team will work with our customers to define the critical processes and the minimum staffing levels required to maintain the business operation for a period of weeks following a disaster situation. We will ensure our initiatives are in line with current customer procedures and that they will protect both our and the customer's employees and facilities. In the case of an after-hours emergency that requires additional parts service at an IBS location,we have flexible options for how to manage the situation to accommodate the customers needs in the best way possible.Some options that we have found to be efficient and successful are below,but we will work with the customer to arrange a plan that fits their protocol and desires. •For large enough government operations, our IBS Site Managers,Area Managers and Project Managers will be available"on call"to assist on-site in an emergency situation where parts service is required.In this situation,all transactions would be approached as normal. • In some cases, we will arrange for a parts allotment to be available to customer staff outside of our parts room operating hours based on proven models in other IBS locations.The IBS Manager will then reconcile the inventory each moming. In any case, it is important to know that our team will be fully trained in our procedures and the customers and that IBS will always be there to support their fleet in any situation.Additionally, all of our distribution centers and stores stock up on emergency equipment and supplies from NAPA, our other subsidiaries and outside vendors, during high risk periods to make sure we have the customers needs covered. In addition to the physical needs of a shop during emergency situations,we also have data security practices in place to protect our information and our customers'in the case of instances where data could be affected. We have existing Sourcewell IBS customers who have gone through hurricanes,power outages and more and our data has always been secured and maintained through our backup servers located in Atlanta and Dallas. 70 Describe any training, consultative, and We are dedicated to helping productivity in the shop through shop training,IT support administrativeortechnicalsupportservices and other consulting efforts. NAPA IBS has tools to keep the government/education that you offer related to your Vendor fleet technicians and fleet managers on the cutting edge of operating their fleets. Managed Inventory or Logistics Management services. Technician Training-NAPA IBS Exclusive •NAPA exclusive: Online technician skills assessment • NAPA Training exclusive: Over 200 ohline tech training modules • NAPA Training Exclusive: Over 50 on-site professional training instructor-led classes •ASE test preparation for shop technicians and shops striving for ASE Blue Seal Certification Technology&Innovation Support • Dedicated NAPA IBS Integrations Te m • Local Operational Success Managers •Shop technology consulting •Fast support on all technology issues Stockroom Optimization&Construction{ •Stockroom schematics and layout consulting •Shelving and storage provisions •Construction project facilitation • Location expansions and consolidations Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6AD0C1B3B9DD 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." • Financial Strength and Stability-Question#9-Genuine Parts Company 2019 Annual Report.pdf-Wednesday October 28, 2020 09:31:24 • Marketing Plan/Samples-Marketing Plan Questions#32&#33- IBS Website, Print Materials, Digital Promo Samples.pdf- Wednesday October 28, 2020 10:31:26 • WMBE/MBE/SBE or Related Certificates-Value-Added Attributes Questions#36&#39-Training Course Lists, Corporate Sustainability.pdf-Wednesday October 28, 2020 11:19:58 • Warranty Information-Question#42 &#68- IBS HUB Reporting.pdf-Wednesday October 28, 2020 10:55:25 • Pricing-Question#49-Sourcewell Member Contract, Sample Operating Statements, 9074 Pricing Profile.pdf-Wednesday November 04, 2020 09:52:16 • Additional Document-Additional Upload-Questions#21, #26, &#60- Reference Letters, Business Review Sample, Product Line Cards.pdf-Wednesday October 28, 2020 14:52:00 Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1B3B9DD Proposer's Affidavit PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 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 contract award. 3. The Proposer, including any person assisting with the creation of this Proposal. has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant(an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 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 exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract. the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services. all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked"confidential" (or"nonpublic,"etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a"trade secret,"and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: a. 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; b. Included on the government-wide exclusions lists in the United States System for Award Management found at: https://www.sam.gov/portal/3; or c. Presently debarred, suspended, proposed for debarment, declared ineligible. or voluntarily excluded from programs operated Bid Number: RFP 110520 Vendor Name: Genuine Parts Company- NAPA Integrated Business Solutions DocuSign Envelope ID: 1767BDF6-9E98-490E-A853-6ADOC1 B3B9DD by the State of Minnesota; the United States federal government or the Canadian 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. 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. - Jett Kuntz, Vice President, NAPA Fleet&IBS, Genuine Parts Company/NAPA Integrated Business Solutions 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 contractual obligations contemplated in the bid. 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_VMI_Logistics_MGMT_RFP_110520 p 1 Tue October 27 2020 03:58 PM Addendum 5_VMI_Logistics_MGMT_RFP_110520 G 1 Wed October 21 2020 02:03 PM Addendum 4_VMI_Logistics_MGMT_RFP_110520 2 Mon October 19 2020 01:11 PM Addendum 3 VMI Logistics_MGMT_RFP_110520 1 Thu October 8 2020 01:01 PM Addendum 2_VMI_Logistics_MGMT_RFP_110520 G 2 Mon September 28 2020 03:21 PM Addendum 1_VMI_Logistics_MGMT_RFP_110520 F; 3 Thu September 24 2020 10.16 AM Bid Number: RFP 110520 Vendor Name: Genuine Parts Company - NAPA Integrated Business Solutions