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HomeMy WebLinkAbout151-24 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 151-24 File Number: 2024-123 AFTERMARKET VEHICLE PARTS, SUPPLIES AND SERVICES (PURCHASE AGREEMENT): A RESOLUTION TO APPROVE THE PURCHASE OF AUTOMOTIVE, HEAVY DUTY AND OFF -ROAD AFTERMARKET PARTS, TOOLS, SUPPLIES, EQUIPMENT, ACCESSORIES AND ADDITIONAL SERVICES FROM MULTIPLE VENDORS, PURSUANT TO A SOURCEWELL COOPERATIVE PURCHASING CONTRACT, THROUGH MAY 19, 2025 AND ANY ADDITIONAL RENEWALS WHEREAS, by utilizing a Sourcewell cooperative purchasing contract and the various awarded vendors, the City will have greater purchasing power and will recognize greater price savings. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes the purchase of automotive, heavy duty and off -road aftermarket parts, tools, supplies, equipment, accessories and additional services from multiple vendors, pursuant to a Sourcewell cooperative purchasing contract, through May 19, 2025 and any additional renewals. PASSED and APPROVED on June 4, 2024 Page 1 ``��11111f11///// Attest: �� I.TRE q � ��� FAYET(EV1llE: Kara Paxton, City Cler1 reasurer �•� Q`�:2 44111111110 CITY OF CITY COUNCIL MEMO FAYETTEVILLE ARKANSAS 2024-123 MEETING OF JUNE 4, 2024 TO: Mayor Jordan and City Council THRU: Terry Gulley, Asst Public Works Director - Ops FROM: Ross Jackson, Jr., Fleet Operations Superintendent SUBJECT: AFTERMARKET VEHICLE PARTS, SUPPLIES AND SERVICES (PURCHASE AGREEMENT) RECOMMENDATION: COUNCIL TO APPROVE THE PURCHASE OF AUTOMOTIVE, HEAVY DUTY AND OFF -ROAD AFTERMARKET PARTS, TOOLS, SUPPLIES, EQUIPMENT, ACCESSORIES AND ADDITIONAL SERVICES BY INDIVIDUAL VENDOR CONTRACT ACCORDING TO SOURCEWELL CONTRACT #032521 (PEP, IMP, JAS, GPC AND ORA) UNTIL 05/19/2025 AND ANY ADDITIONAL RENEWALS. BACKGROUND: Fleet daily purchases parts, supplies, equipment and accessories to maintain and repair our on -road automotive, heavy duty and off -road assets. DISCUSSION: Our current Bid that was brought to City Council with resolution 88-19 has expired and was awarded to O'Reilly Auto Parts. By utilizing the Sourcewell Cooperative purchasing contract and the various awarded vendors, we will have greater purchasing power than only using one vendor and increase our purchasing power and price savings in the event of one vendor not being able to supply special order parts supplies or accessories. BUDGET/STAFF IMPACT: Funds for the acquisition of parts, supplies, equipment and accessories to maintain our assets have been budgeted in Fleets annual operating budget. ATTACHMENTS: SRF (#3), RFP and Addend ums-032521 Aftermarket Vehicles (#4), Proof of Publication- 032521 Aftermarket Vehicle (#5), Prop. Opening Record-032521 Aftermarket Vehicles (#6), Prop. Eval.- 032521 Aftermarket Vehicles (#7), Comment and Review-032521 Aftermarket Vehicles (#8), Board Resolutions (#9), OReilly Contract 032521 (#10), Jasper Contract 032521 (#11), Imperial Contract 032521 (#12), Auto Plus-IEH Contract 032521 (#13), NAPA-Genuine Parts Contract 032521 (#14) Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 == City of Fayetteville, Arkansas Y 113 West Mountain Street Fayetteville, AR 72701 (479)575-8323 - Legislation Text File #: 2024-123 AFTERMARKET VEHICLE PARTS, SUPPLIES AND SERVICES (PURCHASE AGREEMENT) A RESOLUTION TO APPROVE THE PURCHASE OF AUTOMOTIVE, HEAVY DUTY AND OFF - ROAD AFTERMARKET PARTS, TOOLS, SUPPLIES, EQUIPMENT, ACCESSORIES AND ADDITIONAL SERVICES FROM MULTIPLE VENDORS, PURSUANT TO A SOURCEWELL COOPERATIVE PURCHASING CONTRACT, THROUGH MAY 19, 2025 AND ANY ADDITIONAL RENEWALS WHEREAS, by utilizing a Sourcewell cooperative purchasing contract and the various awarded vendors, the City will have greater purchasing power and will recognize greater price savings. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes the purchase of automotive, heavy duty and off -road aftermarket parts, tools, supplies, equipment, accessories and additional services from multiple vendors, pursuant to a Sourcewell cooperative purchasing contract, through May 19, 2025 and any additional renewals. Page 1 Ross Jackson Submitted By City of Fayetteville Staff Review Form 2024-123 Item ID 6/4/2024 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 5/15/2024 FLEET OPERATIONS (770) Submitted Date Division / Department Action Recommendation: COUNCIL TO APPROVE THE PURCHASE OF AUTOMOTIVE, HEAVY DUTY AND OFF -ROAD AFTERMARKET PARTS, TOOLS, SUPPLIES, EQUIPMENT, ACCESSORIES AND ADDITIONAL SERVICES BY INDIVIDUAL VENDOR CONTRACT ACCORDING TO SOURCEWELL CONTRACT #032521 (PEP, IMP, JAS, GPC AND ORA) UNTIL 05/19/2025 AND ANY ADDITIONAL RENEWALS. 9700.770.1910-5214.00 Account Number Project Number Budgeted Item? Yes Does item have a direct cost? No Is a Budget Adjustment attached? No Purchase Order Number: Change Order Number: Original Contract Number: Comments: Budget Impact: Total Amended Budget Expenses (Actual+Encum) Available Budget Item Cost Budget Adjustment Remaining Budget Shop Fund Project Title $ 1,152,500.00 $ 421,814.28 730,685.72 e. 730,685.72 Previous Ordinance or Resolution # Approval Date: V20221130 �RNMENTANp�,p r h Sourcewell no �� N 2 �A9r/�FPURCHAS\NV�� RFP #032521 REQUEST FOR PROPOSALS for Aftermarket Vehicle Parts and Supplies Proposal Due Date: March 25, 2021, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies 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 March 25, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Solicitation Schedule Public Notice of RFP Published Pre -proposal Conference Question Submission Deadline Proposal Due Date: Opening: Rev. 2/2020 February 4, 2021 February 25, 2021, 10:00 a.m., Central Time March 18, 2021, 4:30 p.m., Central Time March 25, 2021, 4:30 p.m., Central Time Late responses will not be considered. March 25, 2021, 6:30 p.m., Central Time ** ** SEE RFP SUB -SECTION V. G. "OPENING' Sourcewell RFP #032521 Aftermarket Vehicle Parts and Supplies 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 #032521 Aftermarket Vehicle Parts and Supplies 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/sourcewell-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. Sourcewell is seeking proposals for Aftermarket Vehicle Parts and Supplies including, but not to be limited to: a. Aftermarket repair, replacement, and maintenance parts, supplies, and services for gasoline, diesel, compressed natural gas (CNG), propane, hybrid, and electric Rev. 2/2020 Sourcewell RFP #032521 Aftermarket Vehicle Parts and Supplies Page 3 automobiles, sport utility vehicles (SUV), light-, medium-, and heavy-duty trucks, buses, and motorcycles; and, b. Proposers may include tires, OEM vehicle parts, and garage and fleet maintenance equipment, tools and supplies related to the offering of the Aftermarket Vehicle Parts and Supplies described in Subsection 1. a. above, to the extent that these solutions are complementary to the offering of the Aftermarket Vehicle Parts and Supplies being proposed. 2. The primary focus of this solicitation is for Aftermarket Vehicle Parts and Supplies. This solicitation should NOT be construed to include: a. Vehicle repair and maintenance services -only solutions b. Vehicle installation services -only solutions 3. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell: Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions (RFP #110520) 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. 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. Rev. 2/2020 Sourcewell RFP #032521 Aftermarket Vehicle Parts and Supplies Page 4 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. DMIA010y1will 011OX4101►NICL[411110911 ilk] f•I 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. 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 $40 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. 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. Rev. 2/2020 Sourcewell RFP #032521 Aftermarket Vehicle Parts and Supplies Page 5 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. Either Line -Item Pricing or Percentage Discount from Catalog 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 (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. 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). Rev. 2/2020 Sourcewell RFP #032521 Aftermarket Vehicle Parts and Supplies Page 6 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 ofthe 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: 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 Rev. 2/2020 Sourcewell RFP #032521 Aftermarket Vehicle Parts and Supplies Page 7 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 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. Rev. 2/2020 Sourcewell RFP #032521 Aftermarket Vehicle Parts and Supplies Page 8 11Ma091MOKRLill :1► I[.Y.1M01 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 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. Rev. 2/2020 Sourcewell RFP #032521 Aftermarket Vehicle Parts and Supplies Page 9 =a0ilMOM OWN II:191:7_\Ti%1I Prior to the proposal deadline, a Proposer may withdraw its proposal. Celli]»►11►[e] 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. 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. Rev. 2/2020 Sourcewell RFP #032521 Aftermarket Vehicle Parts and Supplies Page 10 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; • 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; Rev. 2/2020 Sourcewell RFP #032521 Aftermarket Vehicle Parts and Supplies Page 11 • 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. 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. 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 #032521 Aftermarket Vehicle Parts and Supplies Page 12 Sourcewell 7onwv 2/18/2021 Addendum No. 1 Solicitation Number: RFP 032521 Solicitation Name: Aftermarket Vehicle Parts and Supplies Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Is it possible to receive a document that contains all the "table questions" in Step 1 (Specifications) in one master document format? Answer 1: After selecting "Start Submission" in the Sourcewell Procurement Portal, a proposer may navigate to Step 4 — "Preview Bid" and select "Preview My Bid in PDF" if a downloadable PDF of the questionnaire tables is desired. Question 2: Within your portal there are product categories listed by what looks to be commodity codes. Is there a list available that shows more details on the product items within these codes? Answer 2: Sourcewell utilizes the North American Industry Classification System (NAICS) within the Sourcewell Procurement Portal to allow prospective vendors the ability to broadly identify the types of equipment, products, or services applicable to them at the time of account creation. Prospective vendors who select one or more commodity codes receive system -generated notifications by email of new Sourcewell opportunities matching their commodity code selection. For this RFP (and all cooperative purchasing contract opportunities), 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, or services falling within the requested equipment, products, or services as described in RFP Section II. B. End of Addendum Acknowledgement of this Addendum to RFP 032521 posted to the Sourcewell Procurement Portal on 2/18/2021, is required at the time of proposal submittal. Sourcewell P.a 2/19/2021 Addendum No. 2 Solicitation Number: RFP 032521 Solicitation Name: Aftermarket Vehicle Parts and Supplies Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Referring to RFP Section II. B., can we propose a products only solution? Answer 1: A proposer is not required to offer all possible items or services within the scope of the solicitation as described in RFP Section II B. — Requested Equipment, Products, or Services, to be considered for award. However, proposals are evaluated based on the criteria as stated in the RFP. Question 2: If awarded a contract, can we use our authorized participating distributors or dealers? Answer 2: 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." Question 3: Our participating distributors are independent companies that may supply product and installation. Is this acceptable? Answer 3: See Answer 2 above. Question 4: In reference to RFP Section III. A. 2., regarding ceiling price, does this mean that better or lower pricing may be given to any user on a case -by -case basis? Answer 4: Refer to RFP Section III. A. 2. — which requires that all proposed pricing must be: "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." Question 5: In reference to RFP Section III. A. 2., can we bid a different discount in Canada to compensate for the exchange rate, customs, duties, etc.? Answer 5: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. Each proposer, in its discretion, will determine and propose the pricing approach that aligns with their business methods and satisfies all the requirements of RFP Section III. — Pricing. Question 6: If there is added cost to ship to Hawaii and Alaska can we bid prepaid and add, or have a different minimum order requirement? Answer 6: See Answer 5 above. Question 7: In reference to Sourcewell contract template Section 3. B. — Sales Tax, if agencies are required to pay taxes, can we add them to the invoice as a separate line item? Answer 7: See Answer 5 above. Question 8: Is there a method to request modifications to contract prices throughout the term of the contract? Answer 8: An awarded vendor may submit a Product and Pricing Change Request to Sourcewell. Refer to Section 4. — Product and Pricing Change Requests, of the Sourcewell contract template. Question 9: In reference to Sourcewell contract template Section 6. B. — Additional Terms and Conditions/Participating Addendum, if a state requires a participating addendum, and there are requirements that change the offer the vendor supplied, are we allowed to negotiate new terms? Answer 9: Refer to Sourcewell contract template Section 6. B. — Additional Terms and Conditions/Participating Addendum. "...Some Participating Entities 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." Question 10: In reference to Sourcewell contract template Section 7. — Customer Service, can we supply one contact for related items to the contract and multiple contacts for questions pertaining to product, lead times, etc.? Answer 10: Refer to the Sourcewell contract template Section 7. A. — Primary Account Representative, "Vendor will assign an Account Representative to Sourcewell for this Contract..." It is left to the discretion of the proposer to describe in their response their ability to sell and deliver service to Sourcewell participating entities. Question 11: In reference to Sourcewell contract template Section 15. — Force Majeure, can language regarding a pandemic be included? Answer 11: Refer to RFP Section IV. — Contract. A request for modification to the Sourcewell contract template may be submitted with a proposal. To request a modification to the template Contract terms, conditions, or specifications, a Proposer may complete and submit the Exceptions to Terms, Conditions, or Specifications Form, which is found as the final Table of Step 1 in the proposal submission process. Question 12: Is there a minimum estimated sales volume for a supplier to be awarded? Answer 12: The Sourcewell RFP is an open and competitive solicitation process. Each proposer, in its discretion, will determine the information necessary to best demonstrate its financial viability and marketplace success to Sourcewell. Proposals are evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 032521 posted to the Sourcewell Procurement Portal on 2/19/2021, is required at the time of proposal submittal. Sourcewell Pa"' 3/11/2021 Addendum No. 3 Solicitation Number: RFP 032521 Solicitation Name: Aftermarket Vehicle Parts and Supplies Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Page 12 of RFP Section E states that the proposer must "clearly identify any data submitted that it considers to be protected...." Are any financial statements provided by the proposer considered protected? Answer 1: Sourcewell does not consider financial statements submitted by a proposer to meet the definition of a trade secret under the Minnesota Government Data Practices Act (Minnesota Statutes Chapter 13). Refer to RFP Section VI. E., for a proposer's responsibility to identify data it considers protected and the justification for such classification. End of Addendum Acknowledgement of this Addendum to RFP 032521 posted to the Sourcewell Procurement Portal on 3/11/2021, is required at the time of proposal submittal. Sourcewell � 3/19/2021 Addendum No. 4 Solicitation Number: RFP 032521 Solicitation Name: Aftermarket Vehicle Parts and Supplies Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Our company has a product or products that may fall within the requested equipment, products, and services, in two open Sourcewell solicitations? Are we allowed to, or will we be penalized for, including that product or products in a proposal under both RFPs? Answer 1: Each Sourcewell solicitation is separate and distinct from any other Sourcewell solicitation. A proposer is allowed to propose the entire line of equipment, products, and services falling within the requested equipment, products, or services of the subject solicitation. Proposals are evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 032521 posted to the Sourcewell Procurement Portal on 3/19/2021, is required at the time of proposal submittal. The New York State Contract Reporter NYS' official source of contracting opportunities Bringing business and government together This document printed Thursday, 02/04/2021 * * * This ad has not been published. It has been reviewed and pending publication. * * * Title: Aftermarket Vehicle Parts and Supplies Agency: Sourcewell Division: Procurement Department Contract Number: 032521 Contract Term: 4 years, with potential 1 year extension Date of Issue: 02/05/2021 Due Date/Time: 03/25/2021 4:30 PM Central Time County(ies): All NYS counties Classification: Vehicles & Equipment - Commodities Opportunity Type: General Entered By: Chris Robinson Description: Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies 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 fhttps://proportal .sou rcewell-mn.govl. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than March 25, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Service -Disabled Veteran -Owned Set Aside: No 1 of 2 Contact Information Primary contact: Sourcewell Procurement Department James Voelker Procurement Lead Analyst 20212th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4191 james.voelkero, sourcewell-mn.gov Submit to contact: Sourcewell Procurement Department Chris Robinson Procurement Manager 20212th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4168 chris.robinsonesourcewell-mn.gov © 2021, Empire State Development http://www.esd.ny.gov/ 2 of 2 ?R�t EC M7VP Mf 1[ � 20 AFFIDAVIT OF PUBLICATION Iry OFFICIAL 11 NE Martin Luther King Jr. Blvd. Suite 201 / Portland, OR 97232-3579 (503) 226-1311 STATE OF OREGON, COUNTY OF MULTNOMAH--ss. I, Nick Bjork , being first duly sworn, depose and say that I am a Publisher of the Daily Journal of Commerce , a newspaper of general circulation in the counties of CLACKAMAS, MULTNOMAH, and WASHINGTON as defined by ORS 193.010 and 193.020; published at Portland in the aforesaid County and State; that I know from my personal knowledge that the Goods and Services notice described as Case Number: NOT PROVIDED Aftermarket Vehicle Parts and Supplies Sourcewell; Bid Location Staples, MN, Todd County; Due 03/25/2021 at 04:30 PM a printed copy of which is hereto annexed, was published in the entire issue of said newspaper for 1 time(s) in the following issues: 2/5/2021 SOURCEWELL AFTERMARKET VEHICLE PARTS AND SUPPLIES Proposals Due f.30 pm, March 25, 2021 State of Oregon REQUEST FOR PROPOSALS County of Multnomah Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies SIGNED OR ATTESTED BEFORE ME to result in a contracting solution for use by its Participating Entities. Sourcewell ON THE 5th DAY OF February, 2021 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 Nick Bjork on the Sourcewell Procurement Portal [https:Hproportal sourcewell-mn govl. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than March 25, 2021, at 4:30 p:m. Central Time, and late proposals will not Notary Public -State of �regon be considered. Published Feb. 5, 2021.. 11959005 r OFFICIAL STAMP NE ROPP xafflni% - OREGONO.981091EMBER 05, 2022 Carol Jackson Order No.: 11959005 Sourcewell Client Reference No: 202 12th St NE Staples, MN 56479-2438 THE STATE MEDIA CO., INC. Columbia, South Carolina publisher of L6ege The state Media Company NEWSPAPER • DIGITAL • MAGAZINES , DIRELTMAIL AFFIDAVIT OF PUBLICATION Account # Ad Number Identification 327043 0004865390 REQUEST FOR PROPOSALS Sourcewell, a State of Minnesota local gc Attention: Carol Jackson State of South Carolina SOURCEWELL County of Richland PO BOX 219 I, Michelle Long, makes oath that STAPLES, MN 56479 the advertisment, was published in The State, a newspaper published REQUEST FOR in the City of Columbia, State and PROPOSALS County aforesaid, in the issue(s) of Sourcewell, a State of Minnesota lo- cal government agency and service cooperative, is requesting propos- als for Aftermarket Vehicle Parts 1 Insertion(s) and Supplies to result in a contract- ing solution for use by its Participat- Ing Entities. Sourcewell Participat- published On: ing Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal February 04, 2021 government, and other public agen- cies located in the United States and Canada. A full copy of the Re- quest for Proposals can be found er- on the Sourcewell Procurement n. tal thttps://proportal.sourcewell-mn. govi. Only proposals submitted through the Sourcewell Procure- ment Portal will be considered. Pro- posals are due no later than March 25, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. 4865390 Michelle Long inside Classified Accounts Representative Subscribed and sworn to before me on this 12th day of February in the year of 2021 7AM6.Robbiary Public r South Carolina My Commission Expires: November 27, 2022 "Errors- the liability of the publisher on account of errors in or omissions from any advertisement will in no way exceed the amount of the charge for the space occupied by the item in error, and then only for the first incorrect insertion." 2C THURSDAY, FEBRUARY 4, 2021 USA TODAY Es SPORTS NFL needs more leaders like Vincent C Jarrett Bell Columnist •— USA TODAY TAMPA, Fla. - Sometimes, I'd swear Troy Vincent has been cloned. The NFL's executive vice president of foot- ball operations has his fingerprints all over the place when it comes to the league's wide range of issues, strate- gies, ventures and the primary product itself, the game. Never mind the official title. His job description, which includes oversight of the officiating department and the nuts and bolts of game operations, merely scratches the surface. But let's start with Vincent's chief role. It has been challenging enough with so many added layers as the league pulled off its ambitious goal of playing a complete season (sans the preseason and the Pro Bowl) during a pandemic that culminates with Super Bowl 55. "It's the power of teamwork," he told USA TODAY. "I've always believed in it. There's power when people come to- gether for a common cause. In this case, if everyone is not aligned - the players, the medical experts, the NFLPA (Na- tional Football League Players Associa- tion), the teams - then you don't have even a remote chance of any success." Vincent, 50, reflected from the NFL's headquarters hotel adjacent to Tampa Convention Center after returning from a walk-through for a Tuesday event at Just Elementary School, less than two miles from Raymond James Stadium. Interestingly, the community service project isn't among the many league - sanctioned activities common during Super Bowl week (and even this week, as COVID-19 has ushered in a severely scaled -back Super Bowl environment). Vincent's family foundation, Love Thy Neighbor, has for years adopted a school in the Super Bowl city to support. Troy and his wife, Tommi, and their 15- year-old twins (three other children are adults) were at the school with several others Monday working through details for the donated technology equipment that the STEM school lacked. "We're trying to bridge the educa- tional gap," Vincent said. This tells you something else about Vincent, who grew up in Trenton, New Jersey, and played 16 seasons as an NFL defensive back. For all of his NFL work, there's another track. He and Tommi, married for 26 years, also adopted schools in cities that have hosted the draft. Then there are vacations, which in the NFL universe typically begins in late June and extends into July before camps open. Vacations over several non -pandemic years for the Vincents have usually been built around the weeklong tours of Historically Black Colleges and Universities (HBCUs) ar- ranged for underprivileged children. A few years ago, I reached out to Vin- cent on a weekend. He said he'd get back to me after he finished up with the kids. Again, he wasn't referring to his kids. He has a mentoring program for high school football players that he con- ducts on Saturdays in Baltimore, which includes on and off -the -field tutoring. Asked this week if he had to scrap the program during the pandemic, he said, "No, we just had to scale it back." Troy Vincent is the NFL executive vice president of football operations but his contributions extend well beyond the job title and work hours. BRYNN ANDERSON/AP Let Derrick Brooks, the former Buc- caneers Hall of Fame linebacker, put the essence of Vincent into context. "Since I've known Troy, you've always seen his love for serving," Brooks said, alluding to Vincent's Christian values. "It's ap- parent. It starts with his faith. He and Tommi are very in tune with what it means to lead by faith:' Brooks, enlisted as an appeals officer in a position jointly arranged by the league and NFLPA that addresses on - field discipline, went on to rave about the impact Vincent had in improving services provided by the league for re- tired NFL players. That flowed out of Vincent's previous position at league headquarters, where he overhauled the Player Engagement Department. Others point to Vincent's key role in diversity and inclusion initiatives as a defining measure. The issue, which most notably focus on opportunities for minority coaches and executives, has gained increasing attention as one hir- ing cycle after another have frustrated minority coaches and other proponents for equality. And no league executive has provided a stronger voice on the is- sue than Vincent, the league's highest- ranking Black executive. In December, Vincent drew head- lines - and some brushback criticism - for his scathing rebuke of the hiring practices of not only the NFL teams that pay his salary but also the sports indus- try at large as he bemoaned the minimal opportunities provided to minorities. It was so rare, yet unapologetically re- freshing, for a high-ranking league ex- ecutive to speak with such passion to an issue that resonates for a significant portion of, well, the NFL's fan base. This, of course, coincides with his tireless ef- forts behind the scenes, with include working closely with Commissioner Roger Goodell, the league's diversity committee and the Fritz Pollard Alli- ance, which promotes minority hiring. "It's our issue," Vincent said. "It's not the issue of the commissioner, or people of color, or women. It's our issue. For us to dance around it, no! This is a problem. This is not about shaming anyone, be- cause I have to work with individuals to make progress. I was just trying to state truth and where we all should be head- ing and why - because it's the right thing to do." MARKETPLACE TODAY For advertising information:1.800.397.0070 www.russelljohns.com/usat NOTICES Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies 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 httosJ/proportal.sourcewell-mn.gov. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than March 25, 2021, at 4:30pm Central Time, and late proposals will not be considered. The Interlocal Purchasing System (TIPS) has posted procurement solicitations at www.tips-usa.com for the following categories: 210201 E-Rate 210202 Portable Modular Buildings 2 Part with JOC 210203 Renewable Energy and Solar Solutions and Services 2 Part with JOC 210204 Fire, Firearm, and Active Shooter Safety and Security Solutions 2 Part with JOC 210205 Trades, Labor, and Materials (JOC) Proposals are due and will be opened on March 19, 2021 at 3:00 pm local time. Call 866-839-8477 for problems with website or questions. PP'Serenity is here to help by making SR-22 insurance easy to get and affordable for everyone. 800-509-9315 THE CALL & QUOTE ARE FREE. BUSINESS We are expanding! Grew over a 100 % this year (DURING COVID)Hu Roofing/Construction. Experience a plus. Later in December, the league con- ducted a two-day virtual seminar for HBCU students interested in seeking non-playing careers in the sports indus- try. Of course, Vincent had a key role in the program that included speakers from teams and the league. And of course Vincent, who also played a role in connecting the league and its in-house media operation to the National Associ- ation of Black Journalists (NABJ) to cre- ate an internship program, sounded a bit embarrassed when asked about it. "It's just being a connector and a fa- cilitator," Vincent said. "Lead from be- hind. Get the right people to the table." He knows. The lack of opportunity for coaches is part of a larger picture re- flected throughout the NFL on many fronts ... as in society at large. "When you see the lack of respect, lack of acknowledgment of disenfran- chised people, we have (HBCU) institu- tions that produce the best and the brightest people of color in all areas. Looking for talented people? They're right over here. They're not just at pre- dominantly white institutions.' David Cornwell, the sports attorney who in the 1980s worked at NFL head- quarters and established the first mi- nority coaches fellowship among other initiatives, can relate well to Vincent. Cornwell knows the landscape, the bat- tles and the politics. He also believes that Vincent's background - toward the end of his playing career he became president of the NFLPA and was once considered a possible successor to late union chief Gene Upshaw - makes him uniquely qualified for his wide-ranging role as arguably Goodell's most valuable lieutenant. "The key ingredient is what he brings to it with his authenticity as a person," Cornwell said. "He was a great player, but he's turned out to be a remarkable man, husband and father, too, with a tireless commitment to the NFL.' Cornwell brings up an adage when considering Vincent: The reward for be- ing responsible is more responsibility. "His approach to politics is to be ef- fective," Cornwell said. "In some organi- zations, performance is never an issue unless it's not there.' Which brings us back to the chief role. Vincent has also been the liaison - and enforcer in sticky cases that in - Are you getting hit with high interest rates because of a low credit score? Improve it today! • FREE Consultation • FREE Credit Evaluation 800-852-4931 We can help if your total debt is S10,000 or more! G CREDIT CARD DEBT G MEDICAL DEBT G PERSONAL LOANS 800-825-1306 Avoid bankruptcy today and start over completely debt -free. THE CALL IS FREE. MARKETPLACE If you or a loved one has been diagnosed with ovarian cancer after using talcum based products you may be entitled to significant compensation 800-208-3526 volved outbreaks with the Titans and Ravens, plus compliance issues with the Broncos and Raiders, and the relocation of the 49ers to Arizona for several weeks - in dealing with the teams and the pan- demic. It was not always smooth, yet at various stages of the season Vincent would quickly recite the number of con- tests played as context for the goal of playing 256 regular -season games be- fore the playoffs. "We had to have constant communi- cation and be flexible on our end as well," Vincent said, which only begins to address the league's challenge. Without a pandemic, there likely would have been more attention this season of the overhaul of the league's officiating department. Al Riveron's role as the director was reduced, split up with former referee Walt Anderson, and former coach Perry Fewell enlisted to help lead the department. "People are not talking about officiat- ing," Vincent said, meaning that contro- versies have been at a minimum - al- though, well, there is one pretty high - profile game left. Despite Vincent's contention, people have talked about officiating this season - for progressive reasons. Sarah Thomas on Sunday will be- come the first woman to officiate a Su- per Bowl, working as the down judge. It's historic, but Vincent insists that it wasn't a designed social progress move. Thomas has drawn four postseason as- signments in six years with the league. "She earned it," Vincent said. "You can't get to this game without being ranked in the top three at your position. What I'm hoping to get from that, just like Week 11 and Week 17, is to normalize it. It should not be an outlier in 2021' In Week 11, as Vincent noted, the NFL used an all -Black officiating crew for the first time, to much fanfare. Another all - Black crew worked the Washington - Philadelphia finale, too, with so little at- tention that it was barely noticed. Over the years, Vincent also helped establish the "Broadcast Boot Camp" that has helped players transition to TV jobs. The annual Gospel Celebration? He was a supporter of that event (now in Year 22) from way back, too, helping to fuel involvement of current and former players. With personal experiences from his childhood, he has been an in- ternal resource on domestic violence is- sues. And in recent years, he has been intimately involved in the league efforts - albeit some of which have been open to criticism dating to Colin Kaepernick's protests during the national anthem - in social justice matters. If there are not more Troy Vincents, there need to be. "I believe, over time, I've gained the trust of the commissioner and others, to be able to lend an opinion or a point of view on topics that have not fallen in the job description, i.e. social justice mat- ters," Vincent said. "That lives with someone else, but I've been on the fore- front with people doing it day to day, without stepping on people's toes." But still, the energy has to come from somewhere. "I don't have a choice. I just happen to be in the race with the baton in my hand. I am inspired on a daily basis because I see the difference we can make." In other words, Vincent no longer plays the game. But he's more of an im- pact player than ever. To view more Classified listings, visit: classifieds.usatoday.com �# r fl This book is about a young man and his love for basket- b�• It will show you how ANYTHING IS POSSIBLE when you continue to follow your passion. TRAVEL Celebrate 2021 at Boulder Creek Lodge Montana It is time to plan yew "7he Happiest Place in Montana" Montana Boulder Creek Lodge in beautiful southwest Montana is located between two mountain ranges that make up the Northern Rocky Mountains. Located 11 miles north of Philipsburg, Mt or midway between Glacier National Forest and Yellowstone. During your visit plan on fishing, sapphire mining, visiting ghost towns, and visiting a famous candy store. Destinations within a short drive of the resort: Phillipsburg, Butte, Deer Lodge, Anaconda, Missoula, and Helena, Montana. Resort features: Cabins, Glamping Tipis and Conestoga Wagon, RV Park, restaurant and free strong wifi. Boulder Creek lodge Montana Boulder Creek Road, Call 406-859-3190 K� Hall, Montana 59837 wwwbouldercreeklodgemontana.com NOTICES Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies 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:Hproportal.sou rcewel I-m n.ciov. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than March 25, 2021, at 4:30pm Central Time, and late proposals will not be considered. usat-usatnonbus-sourcewell-display-public-notice-16850.indd 1 2/1/21 11:09 AM Public I PurchaseTM Sourcewell mi ramrrlr.1. Bid RFP #032521 - Aftermarket Vehicle Parts and Supplies Bid Type RFP Bid Number 032521 Title Aftermarket Vehicle Parts and Supplies Start Date Feb 4, 2021 7:49:15 AM CST End Date Mar 25, 2021 4:30:00 PM CDT Agency Sourcewell Bid Contact Chris Robinson (218) 895-4168 rfpOsou rcewell-mn.gov 202 12th Street NE P.O. Box 219 Staples, MN 56479-0219 Home New Bid Closed l i [Switdm to Vendor View] Access Reports View reports on who has been noted of the bid or amessed it. [Notification report] [Access report] Questions 0 Questions 0 Unanswered [View/Ask Questions] Edit Bid [Create Addendum] Description T T Source well, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket tkhide Parts and Supplies 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. Afull copy ofthe Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportalsourcewell-mn.gov]. Only proposals submitted through the Sourcawell Procurement Portal will be considered. Proposals are due no later than March 25, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Pre -Bid Conference Date Feb25,202110:00:BBAMC.ST Location Online Conference Notes Login information wil be mailed two business days prior to event Documents No Documents for this bid C:stomersupport: agencysupportOpublicpumhase.mm I CLpyright 1999-2021 ID I The Public Group, LM All righm reserved. "Public I Groupry Sourcewell View Details Bids Homepage Find more bids Create Account Login Click Buie to return to the Sourcewell Procurement Portal home page. �' Bid Details Bid Classification: Bid Type: Bid Number: Bid Name: Bid Status: Bid Closing Date: Question Deadline: Time -frame for delivery or the duration of the contract: Negotiation Type: ConUILIUI I IUI r 0I LIL.IFIOLIUI I. Electronic Auctions: Language for Bid Submissions: Submission Type: Submission Address: Public Opening: Description: Bid Document Access: Categories: ., Goods RFP - General RFP 032521 Aftermarket Vehicle Parts and Supplies Closed Thu Mar 25, 2021 4:30:00 PM (CDT) Thu Mar 18, 2021 4:30:00 PM (CDT) Refer to project document Refer to project document Refer LU pl UJRLLL UU-UI lent Not Applicable English unless specified in the bid document Online Submissions Only Online Submissions Only No Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies 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 March 25, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Bid Opportunity notices and awards and a free preview of the bid documents is available on this site free of charge without registration. Please note, some documents may be secured and you will be required to register for the bid to download and view the documents. There is no cost to obtain an unsecured version of the document and /or to participate in this solicitation. Show Categories [+] Register for this Bid 0 Download Bid Documents Sourcewell 07-W Cooperative Purchasing.. Services&Programs .. News Q Join C PENDING J Aftermarket Vehicle Parts and Supplies Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies 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 laterthan March 25, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. This RFP is now closed. AH➢ 1i11e02. __ _- Irh Pending biddingo Approval Publish /Verih/Contents ® Solicitation Setting V Invite Bidders No J Evaluate Response online No J Internal Approval No J Enable Collaboration with other Users No Bid Notice Only Solicitation Details n Mandatory Information SolicttationType RPP Solicitation Number 032521 Solicitation Name Aftermarket Vehicle Parts and Supplies Procummetd Type Goods,Semims Country&Province/State Canada/Ontario Published By Srwrcewell Accept Questions Not Applicable Internal Information (For Internal Use Only) ProcurementTitle/ProjectName 032521AttennxketVehicle Parts Advertisement n Basic Settings Solicitation Type Open to all suppliers Fstimated Contract $160,000,000.00 Amount Publish Date 02/04M21 Orttrng Date&Tlme 03/2s/202116:3M Publish Option Value Rangeforthis 10,00Q001over Solicitation Selected Categories Automotive/ Industrial T Is/Supplies/Parts Automotive/aircraft partsAmis/I'dts, etc, machine shop toots, anti -freeze, parts,carwash drive through system,pick up caps, hoists etc O _ O Solicitation overview IW Sourcewell: i r—t, Aftermarket Vehicle Parts and Supplies 032521 Closing Date: 03/25/202104:30:00 PM CT Detail: Souncewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies to result in a contracting solution for use by its Participating Entities. sourcewell Participating Entities include thousands of governmental, higher eduration, K-12 eduration, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copyof the Request for proposals om be found on the Sourcowell Procurement Portal Ihttps://pmpmtal.sounewell- mn.govt.Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than March 25, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered- 4 Additional Recipients 63 Email Address Once the posting is approved an e-mail will be sent to the following recipient(s). carol.jadaon@sourcewell-mngrw C Copyright2021 R2CoW. All Rights Reserved Pnwand by Biddingo.. (II=er Man akLSupport_.I 032521 - Aftermarket Vehicle Parts and Supplies Notice Basic Information Estimated Contract Value (CAD) Reference Number Issuing Organization Owner Organization Solicitation Type Solicitation Number Title Source ID Details Location Purchase Type Description $160,000,000.00 (Not shown to suppliers) 0000192169 Sourcewell RFP - Request for Proposal (Formal) 032521 Aftermarket Vehicle Parts and Supplies PP. CO. USA.868485.C88455 Dates Publication Question Acceptance Deadline Questions are submitted online Bid Intent Closing Date Prebid Conference Contact Information Procurement Department 218-894-1930 rfp@sourcewell-mn.gov Pre -Bidding Events Event Type Attendance Event date Location Event Note Bid Submission Process Bid Submission Type Pricing Pricing Bid Documents List All of Canada, All of Canada Term: 2021/06/01 01:00:00 AM EDT - 2025/05/31 01:00:00 AM EDT Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies 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 March 25, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. 2021/02/04 08:39:10 AM EST 2021/03/18 05:30:00 PM EDT No Not Available 2021/03/25 05:30:00 PM EDT 2021/02/25 01:00:00 AM EST Prebid Conference Recommended 2021/02/25 01:00:00 AM EST Online Conference Login information will be emailed two business days prior to event. Electronic Bid Submission In attached document In attached document Item Name Bid Documents Description Documents defining the proposal Mandatory Yes 2021/02/04 08:39:21 AM EST Page 1 of 5 032521 - Aftermarket Vehicle Parts and Supplies Categories Selected Categories GSIN Categories (66) G Goods Goods N25 Vehicular Equipment Components Vehicular Equipment Components N25 Vehicular Equipment Components Vehicular Equipment Components N2500 VEHICULAR EQUIPMENT COMPONENTS Vehicular equipment components N2510 VEHICULAR CAB, BODY AND FRAME STRUCTURAL COMPONENTS Vehicular Cab, Body, and Frame Structural Components Includes Leaf Type Vehicular Springs; Suspension Type Shock Absorbers. N2510001 VEHICULAR CAB, BODY AND FRAME - UNDERCOATING SERVICES VEHICULAR CAB, BODY AND FRAME - UNDERCOATING SERVICES N2510002 VEHICULAR CAB BODY AND FRAME STRUCTURAL COMPONENTS, EXCEPT MILITARY CONFIGURATION (N.E.S.) VEHICULAR CAB BODY AND FRAME STRUCTURAL COMPONENTS, EXCEPT MILITARY CONFIGURATION (N.E.S.) N2510C VEHICULAR CAB, BODY AND FRAME STRUCTURAL COMPONENTS (EXCEPT MILITARY CONFIGURATION) VEHICULAR CAB, BODY AND FRAME STRUCTURAL COMPONENTS (EXCEPT MILITARY CONFIGURATION) N2510CA BODY, DUMP TRUCK BODY, DUMP TRUCK N2510CC BODY, VAN TRUCK BODY, VAN TRUCK N2510CD BODY, VAN TRUCK, FIBERGLASS BODY, VAN TRUCK, FIBERGLASS N2510E SPRINGS, LEAF AND COIL, FOR TRACKED AND WHEELED VEHICLES, EXCEPTGROUND EFFECT AND ARMOURED FIGHTING VEHICLES SPRINGS, LEAF AND COIL, FOR TRACKED AND WHEELED VEHICLES, EXCEPTGROUND EFFECT AND ARMOURED FIGHTING VEHICLES N251OF VEHICULAR CAB, BODY, AND FRAME STRUCTURAL COMPONENTS, ARMOURED FIGHTING VEHICLE, S.M.P. VEHICULAR CAB, BODY, AND FRAME STRUCTURAL COMPONENTS, ARMOURED FIGHTING VEHICLE, S.M.P. N2510FA VEHICULAR CAB, BODY, AND FRAME STRUCTURAL COMPONENTS, N.E.S., ARMOURED FIGHTING VEHICLE, S.M.P. VEHICULAR CAB, BODY, AND FRAME STRUCTURAL COMPONENTS, N.E.S., ARMOURED FIGHTING VEHICLE, S.M.P. N2510FC VEHICULAR CAB, BODY AND FRAME STRUCTURAL COMPONENTS, GROUND EFFECT VEHICLES VEHICULAR CAB, BODY AND FRAME STRUCTURAL COMPONENTS, GROUND EFFECT VEHICLES N2510G VEHICULAR WINDSHIELD ASSEMBLY VEHICULAR WINDSHIELD ASSEMBLY N2520 VEHICULAR POWER TRANSMISSION COMPONENTS Vehicular Power Transmission Components Includes Transfer Transmission Assemblies; Clutch Assemblies; Universal Joints; Propeller Shafts; Automotive Torque Converters; Power Takeoffs. N2520001 VEHICULAR POWER TRANSMISSION COMPONENTS (STANDARD COMMERCIAL) VEHICULAR POWER TRANSMISSION COMPONENTS (STANDARD COMMERCIAL) N2520A VEHICULAR POWER TRANSMISSION COMPONENTS, FOR TRACKED AND WHEELED VEHICLES, MILITARY CONFIGURATION VEHICULAR POWER TRANSMISSION COMPONENTS, FOR TRACKED AND WHEELED VEHICLES, MILITARY CONFIGURATION N2520B VEHICULAR POWER TRANSMISSION COMPONENTS, ARMOURED FIGHTING VEHICLE, S.M.P. VEHICULAR POWER TRANSMISSION COMPONENTS, ARMOURED FIGHTING VEHICLE, S.M.P. 2021/02/04 08:39:21 AM EST Page 2 of 5 032521 - Aftermarket Vehicle Parts and Supplies GSIN Categories (66) N2520BD TRANSFER CASES/GEARBOXES, FINAL DRIVE ASSEMBLY, ARMOURED FIGHTING VEHICLE, S.M.P. TRANSFER CASES/GEARBOXES, FINAL DRIVE ASSEMBLY, ARMOURED FIGHTING VEHICLE, S.M.P. N2520C VEHICULAR POWER TRANSMISSION COMPONENTS, GROUND EFFECT VEHICLES VEHICULAR POWER TRANSMISSION COMPONENTS, GROUND EFFECT VEHICLES N2530 VEHICULAR BRAKE, STEERING, AXLE, WHEEL AND TRACK COMPONENTS Vehicular Brake, Steering, Axle, Wheel, and Track Components Includes Turret Brakes; Clutch Brakes, Tank Turret. N2530001 VEHICULAR BRAKE, STEERING, AXLE, AND WHEEL COMPONENTS (STANDARD COMMERCIAL) VEHICULAR BRAKE, STEERING, AXLE, AND WHEEL COMPONENTS (STANDARD COMMERCIAL) N2530AB AXLE ASSEMBLY, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES AXLE ASSEMBLY, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES N2530AD BRAKE SHOES, DRUMS AND MISCELLANEOUS BRAKE COMPONENTS (N.E.S.) FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES BRAKE SHOES, DRUMS AND MISCELLANEOUS BRAKE COMPONENTS (N.E.S.) FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES N2530AK TRACK AND TRACK COMPONENTS, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES TRACK AND TRACK COMPONENTS, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES N2530AL WHEEL, PNEUMATIC TIRE, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES WHEEL, PNEUMATIC TIRE, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES N2530AM WHEEL, SOLID RUBBER, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES WHEEL, SOLID RUBBER, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES N2530B VEHICULAR BRAKE, STEERING, AXLE, WHEEL AND TRACK COMPONENTS, ARMOURED FIGHTING VEHICLE, S.M.P. VEHICULAR BRAKE, STEERING, AXLE, WHEEL AND TRACK COMPONENTS, ARMOURED FIGHTING VEHICLE, S.M.P. N2530BLB TRACK SHOE MAINTENANCE AUXILIARY EQUIPMENT, ARMOURED FIGHTING VEHICLE TRACK SHOE MAINTENANCE AUXILIARY EQUIPMENT, ARMOURED FIGHTING VEHICLE N2530BM WHEEL, PNEUMATIC TIRE, ARMOURED FIGHTING VEHICLE, S.M.P. WHEEL, PNEUMATIC TIRE, ARMOURED FIGHTING VEHICLE, S.M.P. N2530BN WHEEL, SOLID RUBBER, ARMOURED FIGHTING VEHICLE, S.M.P. WHEEL, SOLID RUBBER, ARMOURED FIGHTING VEHICLE, S.M.P. N2530C VEHICULAR BRAKE, STEERING, AXLE, WHEEL AND TRACK COMPONENTS, GROUND EFFECT VEHICLES VEHICULAR BRAKE, STEERING, AXLE, WHEEL AND TRACK COMPONENTS, GROUND EFFECT VEHICLES N2540 VEHICULAR FURNITURE AND ACCESSORIES Vehicular Furniture and Accessories Includes Automobile Seat Covers; Shock Absorber, Bumper Windshield Wipers; Bumper Guards; Mirrors, Rear View and Side View; Vehicle Heaters; Vehicular Furniture. N2540000 VEHICULAR FURNITURE AND ACCESSORIES (STANDARD COMMERCIAL) VEHICULAR FURNITURE AND ACCESSORIES (STANDARD COMMERCIAL) N2540001 BLANKET, EMERGENCY BLANKET, EMERGENCY N2540002 PORTA-VET, MOBILE CLINIC PORTA-VET, MOBILE CLINIC N2540003 SILENT PATROLMAN SAFETY SHIELD SILENT PATROLMAN SAFETY SHIELD N2540004 VEHICLE FURNITURE AND ACCESSORIES -AIR DEFLECTORS VEHICLE FURNITURE AND ACCESSORIES - AIR DEFLECTORS N2540005 VEHICLE ACCESSORY, BOX CAP FOR LIGHT TRUCKS (FIBREGLASS OR ALUMINUM) VEHICLE ACCESSORY, BOX CAP FOR LIGHT TRUCKS (FIBREGLASS OR ALUMINUM) 2021/02/04 08:39:21 AM EST Page 3 of 5 032521 - Aftermarket Vehicle Parts and Supplies GSIN Categories (66) N2540A ABSORBERS, SHOCK, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES ABSORBERS, SHOCK, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES N2540C FURNITURE AND ACCESSORIES, MISCELLANEOUS, N.E.S., FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTINGVEHICLES FURNITURE AND ACCESSORIES, MISCELLANEOUS, N.E.S., FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTINGVEHICLES N2540G VEHICULAR TIRE CHAIN ASSEMBLY (STANDARD COMMERCIAL) VEHICULAR TIRE CHAIN ASSEMBLY (STANDARD COMMERCIAL) N2540H VEHICULAR FURNITURE AND ACCESSORIES, GROUND EFFECT VEHICLES VEHICULAR FURNITURE AND ACCESSORIES, GROUND EFFECT VEHICLES N2541 WEAPONS SYSTEMS SPECIFIC VEHICULAR ACCESSORIES WEAPONS SYSTEMS SPECIFIC VEHICULAR ACCESSORIES N2590 VEHICULAR COMPONENTS, MISCELLANEOUS VEHICULAR COMPONENTS, MISCELLANEOUS N2590001 VEHICULAR COMPONENTS, MISCELLANEOUS (STANDARD COMMERCIAL) VEHICULAR COMPONENTS, MISCELLANEOUS (STANDARD COMMERCIAL) N2590002 VEHICULAR COMPONENTS, MISCELLANEOUS, IN ACCORDANCE WITH ENGINEERING DRAWINGS VEHICULAR COMPONENTS, MISCELLANEOUS, IN ACCORDANCE WITH ENGINEERING DRAWINGS N2590003 VEHICULAR COMPONENTS, MISC. (STANDARD COMMERCIAL) REBUILT VEHICULAR COMPONENTS, MISC. (STANDARD COMMERCIAL) REBUILT N2590A VEHICULAR COMPONENTS, MISCELLANEOUS, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES VEHICULAR COMPONENTS, MISCELLANEOUS, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES N2590AA CYLINDER ASSEMBLY, HYDRAULIC, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES CYLINDER ASSEMBLY, HYDRAULIC, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES N2590B ROLL OVER PROTECTIVE STRUCTURES, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES ROLL OVER PROTECTIVE STRUCTURES, FOR TRACKED AND WHEELED VEHICLES, EXCEPT GROUND EFFECT AND ARMOURED FIGHTING VEHICLES N2590C MISCELLANEOUS VEHICULAR COMPONENTS, ARMOURED FIGHTING VEHICLE, S.M.P. MISCELLANEOUS VEHICULAR COMPONENTS, ARMOURED FIGHTING VEHICLE, S.M.P. N2590CA MISCELLANEOUS VEHICULAR COMPONENTS, N.E.S., ARMOURED FIGHTING VEHICLE, S.M.P. MISCELLANEOUS VEHICULAR COMPONENTS, N.E.S., ARMOURED FIGHTING VEHICLE, S.M.P. N2590D VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. (BY COMPANY) VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. (BY COMPANY) N2590DAA VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. -AMERICAN MOTORS VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. -AMERICAN MOTORS N2590DAB VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - AMERICAN MOTORS, JEEP DIVISION VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - AMERICAN MOTORS, JEEP DIVISION N2590DAC VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - AMERICAN MOTORS, RAMBLER DIVISION VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - AMERICAN MOTORS, RAMBLER DIVISION N2590DBA VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - CHRYSLER VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - CHRYSLER N2590DBB VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - CHRYSLER, DODGE DIVISION VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - CHRYSLER, DODGE DIVISION N2590DCA VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - FORD VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - FORD N2590DDA VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - GENERAL MOTORS VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - GENERAL MOTORS N2590DDB VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - GENERAL MOTORS, CHEVEROLET VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - GENERAL MOTORS, CHEVEROLET 2021/02/04 08:39:21 AM EST Page 4 of 5 032521 - Aftermarket Vehicle Parts and Supplies GSIN Categories (66) N2590DEA VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - INTERNATIONAL VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - INTERNATIONAL N2590DEB VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - INTERNATIONAL HARVESTER VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - INTERNATIONAL HARVESTER N2590DEC VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - MACTRUCKS VEHICULAR COMPONENTS, MISCELLANEOUS, N.E.S. - MACTRUCKS N2590DED VEHICULAR COMPONENTS, MISCELLANEOUS - DOMINION AUTO VEHICULAR COMPONENTS, MISCELLANEOUS - DOMINION AUTO MERX Category (1) G Goods Goods G22 Miscellaneous Goods Miscellaneous Goods UNSPSC Category (1) i 78000000 Transportation and Storage and Mail Services 78180000 Transportation repair or maintenance services 78180100 Vehicle maintenance and repair services 2021/02/04 08:39:21 AM EST Page 5 of 5 DocuSign Envelope ID: 1 EBCB795-1 F6E-48BE-AB7A-25F44C94406A (11) taMMENT gNOFO G C9r N Sourcewell R4401 Proposal Opening Record Date of opening: March 25, 2021 Sourcewell posted Request for Proposal #032521, for the procurement of Aftermarket Vehicle Parts and Supplies, on the Sourcewell Procurement Portal [proportal.sourcewell-mn.gov] on Thursday, February 4, 2021, and the solicitation remained in an open status within the portal until March 25, 2021, at 4:30 pm CT. The RFP required that all proposals be submitted through the Sourcewell Procurement Portal no later than 4:30 pm CT on March 25, 2021, the date and time specified in the Solicitation Schedule. The undersigned certify that all responses received on Request for Proposal #032521 were submitted through the Sourcewell Procurement Portal, and that each Proposer's response material was digitally sealed upon submission and remained inaccessible until the due date and time specified in the Solicitation Schedule. Responses were received from the following: Automotive Parts Services Group (The Group) - Submitted 3/25/21 at 2:02:58 PM Auto -Wares, Inc. - Submitted 3/23/21 at 7:02:24 PM Beecher Emission Solution Technologies, LLC - Submitted 3/24/21 at 2:33:50 PM Capital Filtrations, Inc. - Submitted 3/25/21 at 3:02:29 PM Diesel Laptops, LLC - Submitted 3/25/21 at 2:53:30 PM ELLIOTT AUTO SUPPLY CO., INC. - Submitted 3/22/21 at 1:39:30 PM General Motors ACDelco - Submitted 3/24/21 at 2:30:53 PM Genuine Parts Company dba NAPA Auto Parts - Submitted 3/24/21/at 12:40:50 PM IEH Auto Parts, LLC - Submitted 3/25/21 at 10:54:57 AM Imperial Supplies Holding, Inc. - Submitted 3/25/21 at 1:01:10 PM Interstate Batteries, Inc. - Submitted 3/24/21 at 8:39:34 PM Jasper Engine Exchange - Submitted 3/25/21 at 6:44:17 AM New York Bus Sales, LLC - Submitted 3/24/21 at 12:05:46 PM O'Reilly Auto Enterprises, LLC - Submitted 3/25/21 at 11:44:45 AM Paccar Parts (PACCAR, Inc.) - Submitted 3/24/21 at 10:11:51 AM Wastebuilt Environmental Solutions, LLC - Submitted 3/25/21 at 10:22:10 AM Whelen Engineering Company, Inc. - Submitted 3/22/21 at 9:30:29 AM DocuSign Envelope ID: 1 EBCB795-1 F6E-48BE-AB7A-25F44C94406A The Proposals were opened electronically, and a list of all Proposers was made publicly available in the Sourcewell Procurement Portal, on March 25, 2021, at 4:41:21 PM CT. All responsive proposals were then submitted for review by the Sourcewell Evaluation Committee. Chris Robinson, CPSM, Procurement Manager DocuSignednby'-: 6EE63AEDEDSF46E... Carol Jackson, Procurement Analyst DocuSign Envelope ID: 4ADFFFB4-90AA-402C-A6CB-20CD3DC76165 ��RyMENTgNO cao FOG h� a Sourcewell Proposal Evaluation Aftermarket Vehicle Parts and Supplies RFP #032521 '`FPURCMAs�N�'S Automotive Parts Services Group (The Group) Auto -Wares Inc. Beecher Emission Solution Technologies, LLC Capital Filtrations Inc Diesel Laptops, LLC ELLIOTT AUTO SUPPLY CO INC General Motors ACDelco Genuine Parts Company dba NAPA Auto Parts IEH Auto Parts LLC Possible Points Conformance to RFP Requirements 50 39 33 38 37 33 40 40 44 44 Pricing 400 323 281 291 311 261 326 311 335 330 Financial Viability and Marketplace Success 75 58 53 51 51 55 58 61 68 65 Ability to Sell and Deliver Service 100 77 64 68 59 69 79 83 90 83 Marketing Plan 50 34 31 36 34 33 39 38 46 44 Value Added Attributes 75 55 51 53 56 44 56 50 64 64 Warranty 50 42 39 40 39 36 42 42 41 43 Depth and Breadth of Offered Equipment, Products, or Services 200 181 1 165 131 139 105 173 163 188 175 Total Points 1,000 809 717 708 726 636 813 788 872 848 Rank Order 1 71 151 161 141 171 61 91 11 2 Possible Points Imperial Supplies Holdings Inc Interstate Batteries, INC. Jasper Engine Exchange New York Bus Sales, LLC O'Reilly Auto Enterprises LLC Paccar Parts (PACCAR, Inc.) Wastebuilt Environmental Solutions LLC Whelen Engineering Company Inc. Conformance to RFP Requirements 50 40 36 42 43 40 39 35 37 Pricing 400 334 334 336 326 333 286 312 321 Financial Viability and Marketplace Success 75 64 56 64 57 59 64 57 60 Ability to Sell and Deliver Service 100 83 79 82 74 83 83 79 78 Marketing Plan 50 42 34 43 40 40 35 40 33 Value Added Attributes 75 64 60 59 60 60 66 39 57 Warranty 50 41 40 41 41 43 39 37 38 Depth and Breadth of Offered Equipment, Products, or Services 200 163 134 169 154 175 168 155 141 Total Points 1,000 831 773 836 795 833 780 754 765 Rank Order 5 11 3 8 4 10 131 12 ED ... SIg-1 5y: 1 FAB1EdA0 James Voelker, CPCM, CFCM, Procurement Lead Analyst C�oo�usgn/eI/`/a by: BsEdODg445 . Michael Munoz, CPPB, Procurement Analyst CDocusign.d by: �1 it,�t.cuit, t1AaµQJa 755BA3F379B5409... Steff Haataja, CPIM, Procurement Analyst E7D—Sq-1by. BBEFE9146 Tom Sharbonno, Procurement Analyst DocuSign Envelope ID: Al E4FB7A-CB5A-4C52-9040-6D5310264467 4,�pNMENTANO V� FAG �� 2 y Sourcewell Mkl 2 oA��9Ti`f "RCHAS\NC'SO�J•\O COMMENT AND REVIEW to the REQUEST FOR PROPOSAL (RFP) #032521 Entitled Aftermarket Vehicle Parts and Supplies The following advertisement was placed February 4, 2021 in USA Today, in South Carolina's The State, and on the Sourcewell website www.sourcewell-mn.gov, Sourcewell Procurement Portal https://Proportal.sourcewell- mn.gov, Biddingo, Merx, The New York State Contract Reporter www.nyscr.ny.gov, PublicPurchase.com, and February 5, 2021 in Oregon's Daily Journal of Commerce: Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies 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.sourcewellhttps://proportal.sourcewell-mngov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than March 25, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. The solicitation process was conducted through the Sourcewell Procurement Portal. The following parties expressed interest in the solicitation by registering for this opportunity within the portal: A&A Auto Parts Stores, Inc. Interior Offroad Equipment Advance Auto Parts Interstate Batteries, Inc. Air Technology Solutions Jasper Engine Exchange Ample, Inc. Kustom Signals, Inc. Auto -Wares, Inc. MONACO Group Automotive, Inc. Automotive Parts Services Group (The Group) Napa Auto Parts Beecher Emission Solution Technologies, LLC Navistar, Inc. Blue Bird Body Company Nesco, LLC Brigade Electronics, Inc. New York Bus Sales, LLC Broadway Ford Truck Sales, Inc. O'Reilly Auto Enterprises, LLC dba O'Reilly Auto Parts Capital Filtrations, Inc. Paccar Parts (PACCAR, Inc.) Chevin Fleet Solutions, LLC Pavement Technologies International Corp. ClipperCreek, Inc. ProLogic ITS, LLC DocuSign Envelope ID: Al E4FB7A-CB5A-4C52-9040-6D5310264467 Sourcewell Page 2 of 5 Diesel Laptops, LLC Rocky Mountain Truck Accessories DPF Regeneration .com, LLC Savvas Learning Company ELLIOTT AUTO SUPPLY CO., INC. SnoDepot Equipment Works Inc., LLC Star Fabrication G & J Diesel Sales and Service Stephen Wade Auto Center General Motors ACDelco TVH Parts Co. Genuine Parts Company dba NAPA Auto Parts Uberwurx, LLC Global Direct Resources Valor Industries IEH Auto Parts, LLC dba Auto Plus Auto Parts Vehicle Maintenance Program Imperial Supplies LLC Wastebuilt Environmental Solutions, LLC Industrial Power, LLC Whelen Engineering Company, Inc. All Proposals remained sealed within the Sourcewell Procurement Portal until the scheduled due date and time. Proposals were electronically opened, and the list of all Proposers was made publicly available on the Sourcewell Procurement Portal, on March 25, 2021, at 4:41:21 pm CT. Proposals were received from the following: Automotive Parts Services Group (The Group) Auto -Wares, Inc. Beecher Emission Solution Technologies, LLC Capital Filtrations, Inc. Diesel Laptops, LLC ELLIOTT AUTO SUPPLY CO., INC. General Motors ACDelco Genuine Parts Company dba NAPA Auto Parts IEH Auto Parts, LLC dba Auto Plus Auto Parts Imperial Supplies LLC Interstate Batteries, Inc. Jasper Engine Exchange New York Bus Sales, LLC O'Reilly Auto Enterprises, LLC dba O'Reilly Auto Parts Paccar Parts (PACCAR, Inc.) Wastebuilt Environmental Solutions, LLC Whelen Engineering Company, Inc. Proposals were reviewed by the Proposal Evaluation Committee: James Voelker, CPCM, CFCM, Procurement Lead Analyst Michael Munoz, CPPB, Procurement Analyst Tom Sharbonno, Procurement Analyst Stephanie Haataja, CPIM, Procurement Analyst The findings of the Proposal Evaluation Committee are summarized as follows: The Proposal Evaluation Committee applied the Sourcewell RFP evaluation criteria and determined that all proposal responses met the scope and mandatory submittal requirements and were evaluated. DocuSign Envelope ID: Al E4FB7A-CB5A-4C52-9040-6D5310264467 Sourcewell Page 3 of 5 Genuine Parts Company, dba NAPA Auto Parts, is a distributor and service provider of a full catalog of aftermarket automotive parts. These products are made available to Sourcewell participating entities in the United States and Canada by 60 distribution centers and over 6,600 independent and NAPA owned retail stores. NAPA products are also made available through the NAPA online and NAPA Prolink ordering systems. The aftermarket automotive parts proposed by NAPA are being provided at competitive discounts from MSRP. IEH Auto Parts, dba Auto Plus Auto Parts, is a full line distributor of automotive and truck parts. They are ready to provide their parts and services to Sourcewell participating entities in the United States through their network of 25 distribution centers and over 1,000 company and independently owned stores. They offer participating entities the ability to integrate their parts catalog into a multitude of shop management systems. IEH Auto Parts offers solid discounts and promotional pricing programs to participating entities. Imperial Supplies, LLC, provides a broad offering of vehicle maintenance parts, fleet maintenance equipment, supplies, and tools. Imperial Supplies guarantees a 98% fill rate to Sourcewell participating entities in the United States through their regionally aligned distribution centers. Their products are all available via e-procurement with the ability to integrate with numerous platforms. Imperial Supplies offers participating entities competitive pricing discounts. Jasper Holdings, Inc., is a direct to market manufacturer and supplier of automotive, medium -duty, and heavy- duty parts and supplies. Jasper Holdings maintains a large sales and service force with 115 branch locations to support the needs of participating entities in the United States. They also maintain a fleet of company owned trucks to replenish their branch locations and provide delivery to participating entities in the continental United States. They are offering significant discounts off MSRP to Sourcewell participating entities. O'Reilly Auto Enterprises, LLC, dba O'Reilly Auto Parts, is a reseller of over 900 brands, offering Sourcewell participating entities a wide selection of aftermarket automotive parts for both domestic and imported automobiles, vans, and trucks. The products are being provided through 28 distribution centers and over 5,000 O'Reilly owned and operated stores in the United States. Additionally, O'Reilly offers online ordering via their online ordering system, First Call. All products and services offered on contract are provided at considerable discounts off the standard list price with additional discounted payment terms available. For these reasons, the Sourcewell Proposal Evaluation Committee recommends award of Sourcewell Contract #032521 to: Genuine Parts Company dba NAPA Auto Parts #032521-GPC IEH Auto Parts dba Auto Plus Auto Parts #032521-PEP Imperial Supplies LLC #032521-IMP Jasper Holdings Inc. #032521-JAS O'Reilly Auto Enterprises, LLC dba O'Reilly Auto Parts #032521-ORA The preceding recommendations were approved on May 10, 2021. DocuSign Envelope ID: Al E4FB7A-CB5A-4C52-9040-6D5310264467 Sourcewell Page 4 of 5 DocuSigneed/by, : SO67Y�Py (/Or� i5F6CCFFA61 E4A0_. James Voelker, CPCM, CFCM, Procurement Lead Analyst DocuSigned by: 0B11204E40D3E445... Michael Munoz, CPPB, Procurement Analyst DocuSigned by: S(A,A.v�eVAA-e D12CB56EFE9146E... Tom Sharbonno, Procurement Analyst EsDocuSigned by: 755BA3F379B5409 fc p(tia (' RAAfl#, ... Stephanie Haataja, CPIM, Procurement Analyst DocuSign Envelope ID: Al E4FB7A-CB5A-4C52-9040-6D5310264467 Sourcewell Page 5 of 5 STATEMENT OF COMPLIANCE As Chief Procurement Officer for Sourcewell, I have reviewed the recommendation of the Evaluation Committee and the accompanying support materials documenting the process followed for RFP #032521 for Aftermarket Vehicle Parts and Supplies. The committee accepted, deemed responsive, evaluated, and recommended proposals for award. Under authority granted to the Chief Procurement Officer in Sourcewell's bylaws, the recommendations set forth above are approved. I hereby certify: 1. Sourcewell is a government agency, created and authorized by Minnesota law to provide cooperative procurement contracts. 2. The procurement process and resulting contracts have been awarded in compliance with the laws of the State of Minnesota (Minnesota Statutes Chapter 471 and Minnesota Statutes Section 123A.21), and in conformity to Sourcewell's Procurement Policy. DocuSigned by, y J "ayf'j COFD2A139D06489... Jeremy Schwartz, CSSBB, CPPO Chief Procurement Officer ;CnNh,F N'<40 C. Sourcewell, SOURCEWELL - STATE OF MINNESOTA Member Kircher moved the adoption of the following Resolution: RESOLUTION TO APPROVE SOLICITATION AND/OR RE -SOLICITATION OF CATEGORIES Resolution No. 2020-29 WHEREAS, Sourcewell desires to issue a solicitation, and is seeking permission from the Board to issue a solicitation, for the categories listed on Appendix A, which is attached and incorporated. WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell's cooperative purchasing and contracting program; and WHEREAS, the Chief Procurement Officer recommends approval of categories detailed above. NOW THEREFORE BE IT RESOLVED that the Board of Directors hereby approves the solicitation of categories. The motion for the adoption of the foregoing resolution was duly seconded by Member Thiel and the following voted in favor: Mike Wilson, Greg Zylka, Scott Veronen, Sara Nagel, Sharon Thiel, Ryan Thomas, Linda Arts, and Chris Kircher. and the following voted against: NONE whereupon said resolution was declared duly passed and adopted. ATTE-ST. Clerk to the Board o Directors APPENDIX A SOURCEWELL PROCUREMENT DEPARTMENT BOARD ITEMS -November 2020 Requesting Board permission to Solicit the following categories: n O Z H m Z 1 D M m Z D Requesting Board permission to Re -Solicit the following categories: i Aftermarket Parts & Accessories for Light, Medium, and Heavy Vehicles with Related Supplies & Services m 9 Facility Security Systems, Equipment, and Services with Related Components, Software and Supplies Multi -Function Copiers, Printers, and Equipment Applicable to Scanned Data Management and Image Duplication NEW CONTRACTS Doosan Industrial Vehicle 091520-DIV "Forklifts and Lift Trucks with Related Services" Hyundai Construction Equipment 091520-HCE "Forklifts and Lift Trucks with Related Services" Mitsubishi Caterpillar Forklift America 091520-MCF "Forklifts and Lift Trucks with Related Services" Phoenix Business, Inc. 090320-PNX "Public Sector and Education Administration Software Solutions with Related Services" Dude Solutions 090320-SDI "Public Sector and Education Administration Software Solutions with Related Services" e5olutionsGroup, Limited 090320-ESL "Public Sector and Education Administration Software Solutions with Related Services" Hyland Software 090320-HYL "Public Sector and Education Administration Software Solutions with Related Services" Konica Minolta 090320-KON "Public Sector and Education Administration Software Solutions with Related Services" PowerSchool Group 090320-POW "Public Sector and Education Administration Software Solutions with Related Services" Tyler Technologies 090320-TTI "Public Sector and Education Administration Software Solutions with Related Services" 5th YEAR RENEWALS (CONTRACT EXTENSIONS) Lightspeed Technologies 111616-LTI "Classroom Audio Technology Equipment with Related Accessories, Services and Supplies" LilyPad EV 051017-LPE "Electric Vehicle Supply Equipment and Related Services" Zeco Systems dba Greenlots 051017-ZSI "Electric Vehicle Supply Equipment and Related Services" Landscape Structures 030117-LSI "Recreation and Playground Equipment Accessories and Supplies" PlayPower 030117-LTS "Recreation and Playground Equipment Accessories and Supplies" Spohn Ranch 030117-SRI "Recreation and Playground Equipment Accessories and Supplies" ReCollect Systems 041217-RCS "Solid Waste and Recycling Collection and Transport Equipment with Related Equipment, Supplies and Accessories" Quadient, Inc. 1041917-NPI "Mailing and Postage Equipment with Related Software, Accessories, Services and Supplies" NEW ezIQC CONTRACTS Company Name Contract Number State - Region - Type of Work The Matthews Group, Inc. WA-DC-GC01-100120-TMG General Construction Centennial Contractors Enterprises WA-DC-GCO2-100120-CCE General Construction S-Works Construction Corporation WA-DC-GC03-100120-SWC General Construction Vigil Contracting, Inc. WA-DC-GC04-100120-VGL General Construction HITT Contracting WA-DC-GC05-100120-HCI General Construction F.H. Paschen WA-DC-GC06-100120-FHP General Construction Vigil Contracting, Inc. WA-DC-M01-100120-VGL Mechanical HVAC Construction Adrian L. Merton Inc. WA-DC-M02-100120-ALM Mechanical HVAC Construction Paige Industrial Services, Inc WA-DC-M03-100120-PAI Mechanical HVAC Construction Vigil Contracting, Inc. WA-DC-E01-100120-VGL Electrical Construction Paige Industrial Services, Inc WA-DC-E02-100120-PAI Electrical Construction No Contract Awarded Electrical Construction Vigil Contracting, Inc. WA-DC-POI-100120-VGL Plumbing Construction Adrian L. Merton Inc. WA-DC-P02-100120-ALM Plumbing Construction Paige Industrial Services, Inc WA-DC-P03-100120-PAI Plumbing Construction ezIQC RENEWALS Platinum Roofing, Inc KS-W-R01-111319-PLR APPENDIX A Continued Straub Construction Company, Inc. KS-E-GC01-111319-STC BKM Construction LLC KS-E-GCO2-111319-BKM MTS Contracting, Inc KS-E-GC03-111319-MTS Platinum Roofing, Inc KS-E-R01-111319-PLR RoofConnect Logistics, Inc KS-E-R02-111319-RCL BKM Construction LLC KS-W-GC01-111319-BKM RoofConnect Logistics, Inc KS-W-R02-111319-RCL Julius Kaaz Construction Company, Inc. MO-KC-GC01-111319-JKC BKM Construction LLC MO-KC-GCO2-111319-BKM MTS Contracting, Inc MO-KC-GC03-111319-MTS Straub Construction Company, Inc. MO-KC-GC04-111319-STC Julius Kaaz Construction Company, Inc. MO-KC-P01-111319-JKC Platinum Roofing, Inc MO-KC-R01-111319-PLR RoofConnect Logistics, Inc MO-KC-R02-111319-RCL DocuSign Envelope ID: 478B4B4C-1C92-45DC-BF3B-775F43F6BD14 SOURCEWELL STATE OF MINNESOTA Member zyl ka moved the adoption of the following Resolution: RESOLUTION TO RATIFY COOPERATIVE CONTRACTING AWARDS Resolution No. 2021-15 000"'kMENTA&D�O ?V Gr9l W Z Sourcewell WHEREAS, the Sourcewell Board of Directors previously authorized the solicitations for the cooperative categories listed on Appendix A, which is attached and incorporated; and WHEREAS, Sourcewell issued the cooperative contracting solicitations for the authorized categories; and WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell's cooperative purchasing and contracting program and to award all competitively solicited contracts, without limitation; and WHEREAS, the Chief Procurement Officer made the awards listed based on the results of the competitive solicitation process; and WHEREAS, the Board acknowledges that the awards made by the Chief Procurement Officer are valid and binding; however, based upon some members' legal requirements the Chief Procurement Official is required to seek subsequent Board ratification of all cooperative purchasing awards. NOW THEREFORE BE IT RESOLVED by the Board of Directors ratifies the cooperative contracting awards made by the Chief Procurement Officer listed on Appendix A. The motion for the adoption of the foregoing resolution was duly seconded by Member and the following voted in favor: (list names here) Wilson, zylka, veronen, Nagel, Thomas, Thiel, Arts and the following voted against: (list names here or "NONE") None whereupon said resolution was declared duly passed and adopted. ATTEST: D�ocuS�igned by: CF62F09F8AFC4BB... Clerk to the Board of Directors Thiel DocuSign Envelope ID: 478B4B4C-lC92-45DC-BF3B-775F43F6BD14 APPENDIX A SOURCEWELL PROCUREMENT DEPARTMENT I BOARD ITEMS - June 2021 Requesting Board permission to Solicit the following categories: n 0 z Ln m Z D G1 m Z D Requesting Board permission to Re -Solicit the following categories: Roadway Paving Equipment m E Vehicles, Cars, Vans, SUVs and Light Duty Trucks with Related Equipment, and Accessories L' Express Courier, Shipping and Logistics NEW CONTRACTS Supplier Name Contract Number Solicitation Title Auto Plus Auto Parts 032521-PEP 'Aftermarket Vehicle Parts and Supplies" Imperial Supplies, LLC 032521-IMP 'Aftermarket Vehicle Parts and Supplies" Jasper Holdings, Inc. 032521-JAS 'Aftermarket Vehicle Parts and Supplies" NAPA Auto Parts 032521-GPC 'Aftermarket Vehicle Parts and Supplies" O'Reilly Auto Parts 032521-ORA 'Aftermarket Vehicle Parts and Supplies" Cascade Engineering, Inc. 041521-CEI "Plastic Refuse and Recycling Containers with Related Technology Solutions" ReCollect Systems, Inc. 041521-RCS "Plastic Refuse and Recycling Containers with Related Technology Solutions" Rehrig Pacific Company 041521-REH "Plastic Refuse and Recycling Containers with Related Technology Solutions" Toter, LLC 041521-TOT "Plastic Refuse and Recycling Containers with Related Technology Solutions" Eduporium, Inc. 040121-EDU "STEM Curriculum Solutions and Equipment with Related Accessories, Supplies and Services" H21 Group 040121-1-121 "STEM Curriculum Solutions and Equipment with Related Accessories, Supplies and Services" Lakeshore Learning Materials 040121-LSH "STEM Curriculum Solutions and Equipment with Related Accessories, Supplies and Services" Palmer Hamilton, LLC 040121-PHL "STEM Curriculum Solutions and Equipment with Related Accessories, Supplies and Services" Prophet Corp./STEM Supplies 040121-STM "STEM Curriculum Solutions and Equipment with Related Accessories, Supplies and Services" Sid Tool Co./MSC Industrial Supply 040121-MSI "STEM Curriculum Solutions and Equipment with Related Accessories, Supplies and Services" STEM For Kids 040121-SFK "STEM Curriculum Solutions and Equipment with Related Accessories, Supplies and Services" Box Gang Manufacturing 040621-BXG "Bulk Solid Waste and Recycling Equipment" Hol-Mac Corporation 040621-HMC "Bulk Solid Waste and Recycling Equipment" Marathon Equipment Company 040621-MEC "Bulk Solid Waste and Recycling Equipment" Petersen Industries, Inc. 040621-Pll "Bulk Solid Waste and Recycling Equipment" Wastequip Manufacturing Company, LLC 040621-WQI "Bulk Solid Waste and Recycling Equipment" Facility Optimization Solutions, LLC 050421-FAC "JOC or IQCC Program Management Consulting Services" The Gordian Group, Inc. CONTRACT EXTENSIONS 050421-GGI "lOCorIQCCProgram Management Consulting Services" Supplier Name Contract Number Solicitation Title APi National Service Group 031517-API "Facility Security Equipment Systems and Services with Related Equipment and Supplies" The Toro Company 062117-TTC "Grounds Maintenance Equipment Attachments, Accessories and Related Services" Bandit Industries, Inc. 062117-BAN "Grounds Maintenance Equipment Attachments, Accessories and Related Services' Kubota Tractor Corporation 062117-KBA "Grounds Maintenance Equipment Attachments, Accessories and Related Services" Deere & Company 062117-DAC "Grounds Maintenance Equipment Attachments, Accessories and Related Services" Morbark, LLC 062117-MBI 1 "Grounds Maintenance Equipment Attachments, Accessories and Related Services' NEW ezIQC CONTRACTS Company Name Contract Number State -Region -Type of Work ezIQC RENEWALS Company Name Contract Number DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA Sourcewell q4' Solicitation Number: RFP #032521 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and O'Reilly Auto Enterprises LLC dba O'Reilly Auto Parts, 233 South Patterson Ave., Springfield, MO 65802 (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. Sourcewell issued a public solicitation for Aftermarket Vehicle Parts and Supplies from which Vendor was awarded a contract. 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 May 19, 2025, unless it is cancelled sooner pursuant to Article 22. 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 14 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. Rev. 10/2020 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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 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. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and Vendor will pass through all available manufacturer warranties to the Participating Entity. Vendor agrees to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Intentionally omitted. 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 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 Rev. 10/2020 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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 anytime 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 discount documentation in Microsoft Excel with the effective date of the modifieddiscounts, or product addition or deletion. The new discount 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. Rev. 10/2020 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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 maybe 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. 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, or other required transaction documentation, may be negotiated between a Participating Entity and Vendor, such as job or industry -specific Rev. 10/2020 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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. 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. D. 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. E. 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: • 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. Rev. 10/2020 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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 payment 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 Vendor's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. 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 right to cancel this Contract and reject any proposal submitted by the Vendor in Rev. 10/2020 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six 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. B. 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. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. D. 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. E. 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. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern. F. 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. 10/2020 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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, and including injury or death to person(s) or property, alleged to have been caused by or arising out of the (i) negligence, gross negligence, or willful misconduct of Vendor or its agents or employees in the performance of Vendor's duties and obligations under this Contract (ii) infringement of a third party's intellectual property rights by Vendor, or (iii) any violation of applicable law by Vendor. 12. 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. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: 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. Rev. 10/2020 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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. Intentionally Omitted. 5. 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. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. 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. 15. 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. Rev. 10/2020 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-OPA 16. 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 declaration or finding and must be fully performed. 17. 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: 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. 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. Rev. 10/2020 10 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 18. 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 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 Rev. 10/2020 11 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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 "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. Rev. 10/2020 12 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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. 19. 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. 20. 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. 21. 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. 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. Rev. 10/2020 13 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA A. EQUAL EMPLOYMENT OPPORTUNITY. Vendor represents and warrants that it is an equal opportunity employer. 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 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. Rev. 10/2020 14 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR 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. §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). Rev. 10/2020 15 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA 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. I. 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. 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. 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. 22. 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. Rev. 10/2020 16 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 Q0(,,oSign 1. nvelope ID: 3562AC6r€-F:602-4,L)?('-8064-55960C4CaAC4 0 32521•(.)RA Sourcewell O'Reilly Auto Enterprises LLC dba O'Reilly Auto Parts twnr%ionod by, By..,_...., --- Jeremy Schwartz Title: Chief Procurement officer 5/20/2021. 1 4:17 PM CDT Date:----- Approved: By. --- -- — Chad Coauettc Title: Executive Director/CEO Date: y Chuck i;c�g�r5 I ltle; VP of Professional Sales .,M....w .� Date; ,a 2 Rev, 10/2020 1.7 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 032521-ORA Sourcewell DocuSigned by, J WaJf j C9FD2A139D96489... By: Jeremy Schwartz Title: Chief Procurement Officer 5/20/2021 1 4:17 PM CDT Date: Approved: i E ID,oAcu,SignJped�by1:,I 7E42B8F817A64CC... Chad Coauette Title: Executive Director/CEO 6/3/2021 1 11:02 AM CDT Date: O'Reilly Auto Enterprises LLC dba O'Reilly Auto Parts By: Chuck Rogers Title: VP of Professional Sales Date: Rev. 10/2020 17 DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 RFP 032521 - Aftermarket Vehicle Parts and Supplies Vendor Details Company Name: O'Reilly Auto Enterprises LLC Does your company conduct business under any other name? If O'Reilly Auto Parts yes, please state: 233 S Patterson Address: Springfield, MO 65802 Contact: Robert Fulp Email: coops@oreillyauto.com Phone: 417-829-5822 HST#: 86-0221312 Submission Details Created On: Monday February 15, 2021 14:36:52 Submitted On: Thursday March 25, 2021 11:44:45 Submitted By: Robert Fulp Email: coops@oreillyauto.com Transaction #: 647822a6-c705-481 e-bb2f-47182e8d8dbf Submitter's IP Address: 70.230.120.100 Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation). Line Item Question Response" 1 Proposer Legal Name (and O'Reilly Auto Enterprises, LLC applicable d/b/a, if any): dba O'Reilly Auto Parts 2 Proposer Address: 233 South Patterson Ave. Springfield, MO, 65802 3 Proposer website address: www.oreillyauto.com 4 Proposer's Authorized Chuck Rogers Representative (name, title, VP of Professional Sales address, email address & phone) 233 South Patterson Ave., Springfield, MO, 65802 (The representative must have CoOps@oreillyauto.com authority to sign the "Proposer's 417-829-5822 Assurance of Compliance" on 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 Joe Micko proposal (name, title, address, Director of National Accounts email address & phone): 233 South Patterson Ave., Springfield, MO, 65802 CoOps@oreillyauto.com 417-829-5822 6 Proposer's other contacts for this Robert Fulp proposal, if any (name, title, National Accounts Administrative Supervisor address, email address & phone): 233 South Patterson Ave., Springfield, MO, 65802 CoOps@oreillyauto.com 417-829-5822 Jacob Saylor National Accounts Support Analyst 233 South Patterson Ave., Springfield, MO, 65802 CoOps@oreillyauto.com 417-829-5822 Table 2: Company Information and Financial Strength Line Question Response" Item Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 7 Provide a brief history of your company, O'Reilly Automotive, Inc. officially started in the auto parts business in Springfield, including your company's core values, Missouri, in November of 1957. However, its historical background in the automotive business philosophy, and industry longevity business, as well as the family's quest for opportunity and advancement, may be related to the requested equipment, products traced back to a much earlier time. or services. Michael Byrne O'Reilly immigrated to America in 1849, escaping from the hard times of the potato famine, which struck Ireland in 1845-46. Settling in St. Louis, he worked his way through school to earn a law degree, and then pursued a career as a title examiner. His son, Charles Francis O'Reilly, attended college in St. Louis and went to work in 1914 as a traveling salesman for Fred Campbell Auto Supply in St. Louis. By 1924, Charles had become familiar with the Springfield area, having traveled by train to sell auto parts throughout the territory. He recognized the region as an area of growth and opportunity and asked to be transferred there. By 1932, he had become manager of Link Motor Supply in Springfield. One of his sons, Charles H. (Chub) O'Reilly, had also joined the company. Together they provided the leadership and management that made Link the predominant auto parts store in the area. In 1957, Link planned a reorganization, which would have included the retirement of 72-year-old Charles F. O'Reilly, and the transfer of C. H. O'Reilly to Kansas City. Since neither agreed with these plans, they made the decision to form their own company, O'Reilly Automotive, Inc. They opened for business on December 2, 1957 with one store and 13 employees at 403 Sherman in Springfield. Their sales totaled $700,000 in 1958, their first full year of business. Due to the hard work and ability of the original employees, several of whom were stockholders in the company, the business grew and prospered from its very first year. By 1961, the company's volume had reached $1.3 million — the combined volume of O'Reilly Automotive Distributors, a division formed to serve independent automotive jobbers in the area. In March of 1975, annual sales volume rose to $7 million, and a 52,000-square-foot facility at 233 S. Patterson was built for the O'Reilly/Ozark warehouse operation. By that time, the company had nine stores, all located in southwest Missouri. The long range plans and stability of the company were solidified by a public offering of company stock in April 1993. Since that time, the Company has grown through the opening of new stores, as well as through numerous mergers and acquisitions, and currently operates 5,594 stores in 47 states, including Alaska and Hawaii, and 22 stores in Mexico. Throughout this time the underlying spirit and philosophy of O'Reilly Automotive, Inc., has been one of growth and progress, both for the company and its team members. This remains the policy to which the company is dedicated today. 8 What are your company's expectations in the To grow our sales and market share within the public sector. event of an award? 9 Demonstrate your financial strength and Please see the attached 10-K (O'Reilly Auto Parts 2020 Annual Report). stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 10 What is your US market share for the According to CSI Market, O'Reilly has a 13.19% market share in aftermarket solutions that you are proposing? automotive parts and accessories. 11 What is your Canadian market share for the O'Reilly does not currently have a presence in Canada. solutions that you are proposing? 12 Has your business ever petitioned for No bankruptcy protection? If so, explain in detail. Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 13 How is your organization best described: is We purchase automotive products in substantial quantities from over 900 suppliers. it a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever Our stores offer a wide selection of products for domestic and imported question (either a) or b) just below) best automobiles, vans and trucks. Our merchandise generally consists of nationally applies to your organization. recognized, well -advertised, premium name brand products, such as AC Delco, a) If your company is best described as Armor All, Bosch, BWD, Cardone, Castrol, Gates Rubber, Monroe, Moog, Pennzoil, a distributor/dealer/reseller (or similar entity), Prestone, Quaker State, STP, Turtle Wax, Valvoline, Wagner, and Wix, and a wide provide your written authorization to act as a selection of quality proprietary private label products, which span the entire good, distributor/dealer/reseller for the manufacturer better and best value spectrum, under our BestTest@, BrakeBesto, Import DirectO, of the products proposed in this RFP. If Master Pro@, Micro -Gard@, Murray@), Omnispark@, O'Reilly Auto Parts(&, Precision@, applicable, is your dealer network Power Torque@, Super Start@, and Ultima@ brands. Our proprietary private label independent or company owned? products are produced by nationally recognized manufacturers, meet or exceed b) If your company is best described as original equipment manufacturer specifications and consist of house brands and a manufacturer or service provider, describe nationally recognized proprietary bands, which we have acquired or developed over your relationship with your sales and service time. force and with your dealer network in delivering the products and services All O'Reilly stores are company owned and operated. proposed in this RFP. Are these individuals your employees, or the employees of a third party? 14 If applicable, provide a detailed explanation N/A outlining the licenses and certifications that are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. 15 Provide all "Suspension or Debarment" N/A information that has applied to your organization during the past ten years. Table 3: Industry Recognition & Marketplace Success Line Item Question Response* 16 Describe any relevant industry awards or O'Reilly has received recognition from industry leaders in both the automotive recognition that your company has received service industry and automotive aftermarket parts manufacturers. in the past five years 17 What percentage of your sales are to the This information is not available. governmental sector in the past three years 18 What percentage of your sales are to the This information is not available. education sector in the past three years 19 List any state, provincial, or cooperative O'Reilly is part of several national and regional cooperative purchasing contracts. purchasing contracts that you hold. What is the annual sales volume for each of these Some examples include Sourcewell, TIPS, NCPA, & NASPO. contracts over the past three years? For 2020, our cooperative programs accounted for approximately $60 million. 20 List any GSA contracts or Standing Offers N/A and Supply Arrangements (SOSA) that you hold. What is the annual sales volume for each of these contracts over the past three years? 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* Henry County BOC Jody Swords 770-288-6781 City of Olathe Alen Shorehouse 913-782-2600 Martin County BOCC Joe Valcone 772-288-5699 Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 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 / Province * Scope of Work * Size of Transactions * Dollar Volume Past Three Years * Confidential Government Texas - TX Automotive Parts Average: $26.07 per unit. 2020: $231,414 Confidential Government Texas - TX Automotive Parts Average: $18.20 per unit. 2020: $231,333 Confidential Government Texas - TX Automotive Parts Average: $16.72 per unit. 2020: $207,445 Confidential Government I Arkansas - AR jAutomotive Parts Average: $21.74 per unit. 2020: $159,076 Confidential Government I Texas - TX lAutomotive Parts Average: $20.57 per unit. 2020: $158,031 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. Item Question Response* 23 Sales force. We have approximately 779 full-time O'Reilly sales representatives strategically located across our market areas as part of our First Call program. Each sales representative is dedicated solely to calling upon, selling to and servicing our professional service provider customers. 24 Dealer network or other distribution As of December 31, 2020, O'Reilly operates 28 distribution centers across the US. methods. Our DCs stock an average of 159,000 SKUs and most are linked to and have access to multiple other regional DCs' inventory. Our DCs provide five -night -a -week delivery, primarily via O'Reilly's company -owned fleet, to all of our stores. O'Reilly employs approximately 9,500 Team Members at our US DCs. O'Reilly stores also receive deliveries from our Hub store network. This comprises 88 Super Hubs, which carries an average of 70,000 SKUs, and 274 Hubs, that carry an average of 42,000 SKUs. 25 Service force. As of December 31, 2020, O'Reilly operates 5,594 stores in 47 states. Each store employs 11 Team Members on average and carries approximately 22,000 SKUs on average. Each store is staffed with a store manager and one or more assistant managers, in addition to parts specialists, retail and/or installer service specialists, and other positions required to meet the specific needs of each store. 26 Describe in detail the process and We seek to provide our customers with an efficient and pleasant in-store experience procedure of your customer service by maintaining attractive stores in convenient locations with a wide selection of program, if applicable. Include your automotive products. We believe that the satisfaction of professional service provider response -time capabilities and customers is substantially dependent upon our ability to provide, in a timely fashion, commitments, as well as any incentives the specific automotive products needed to complete their repairs. Accordingly, each that help your providers meet your stated O'Reilly store carries, or has same or next day availability to, a broad selection of service goals or promises. automotive products designed to cover a wide range of vehicle applications. We continuously refine the inventory levels and assortments carried in each of our stores and within our network, based in large part on the sales movement tracked by our inventory control system, market vehicle registration data, failure rates and management's assessment of the changes and trends in the marketplace. We have no material backorders for the products we sell. We seek to attract new customers and to retain existing customers by offering superior customer service, the key elements of which are identified below: 1) Superior in-store service through highly -motivated, technically -proficient store personnel ("Professional Parts People"); 2) An extensive selection and availability of products; 3) Attractive stores in convenient locations; 4) Competitive pricing, supported by a good, better, best product assortment designed to meet all of our customers' quality and value preferences; and 5) A robust point -of -sale system integrated with our proprietary electronic catalog, which contains a wide variety of product images, schematics and technical specifications, equips our Team Members with highly effective tools to source products in our extensive supply network. Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 27 Describe your ability and willingness to O'Reilly has over 70,000 team members that are willing and ready to provide provide your products and services to Sourcewell participating entities with our industry leading automotive products and Sourcewell participating entities in the services in the United States. United States. 28 Describe your ability and willingness to O'Reilly does not currently have a presence in Canada. provide your products and services to Sourcewell participating entities in Canada. 29 Identify any geographic areas of the United We will not be able to service entities in Canada, New Jersey, Delaware, & States or Canada that you will NOT be Maryland because we do not currently have stores operating in these areas. We are fully serving through the proposed contract. also unable to make deliveries in most cases where the participating entity is more than 5 miles from the nearest O'Reilly store. They will still be able to participate for pick up orders. 30 Identify any Sourcewell participating entity We do not have any limitations on sectors except where we do not currently have a sectors (i.e., government, education, not -for- store presence. profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 31 Define any specific contract requirements O'Reilly is currently operating in Hawaii and Alaska without any specific requirements or restrictions that would apply to our or restrictions unless the entity is over 5 miles from an O'Reilly store. If the entity is participating entities in Hawaii and Alaska over 5 miles, they can still utilize the contract for purchases however delivery may not and in US Territories. be available. We do not have a presence in US territories at this time. Table 7: Marketing Plan Line Item Question Response* 32 Describe your marketing strategy for O'Reilly's extensive and knowledgeable sales force is out in the field calling on new and promoting this contract opportunity. existing customers on a daily basis. These team members are knowledgeable in our Upload representative samples of your cooperative contract offering and if we were to be awarded this contract, they would begin marketing materials (if applicable) in offering the use of it to applicable customers. Please see attachment 'O'Reilly Marketing the document upload section of your Materials' for more information. response. 33 Describe your use of technology and O'Reilly has a presence on all major social media platforms. These are utilized to spread digital data (e.g., social media, awareness of our product offering and current promotions. metadata usage)to enhance marketing effectiveness. 34 In your view, what is Sourcewell's role O'Reilly views Sourcewell as a partner in promoting this contract. We would expect in promoting contracts arising out of Sourcewell to inform its members of our contract, if awarded. O'Reilly will utilize our sales this RFP? How will you integrate a force to reach out to prospective Sourcewell members to educate them on our program Sourcewell-awarded contract into your and facilitate any additional needs that are required to register and use this program. sales process? 35 Are your products or services Yes, O'Reilly offers our full catalog and ordering system called First Call Online for no available through an e-procurement charge. Customers can look up parts, place orders, make payments, and utilize multiple ordering process? If so, describe your features that will help with their every purchasing need. See attachment 'O'Reilly Auto e-procurement system and how Parts First Call Online' for more information. governmental and educational customers have used it. Table 8: Value -Added Attributes Line Item Question Response* 36 Describe any product, equipment, We offer several training options from class room courses to web based training. The cost maintenance, or operator training of the courses can vary by number of attendees and type of training. O'Reilly has the ability programs that you offer to to custom tailor these courses to meet the needs of agencies. Sourcewell participating entities. Include details, such as whether training is standard or optional, who provides training, and any costs that apply. 37 Describe any technological To pair with the online ordering system, we have added connectivity with your smart phone advances that your proposed to allow VIN scanning. Vehicle information can now be looked up through the vehicle's products or services offer. license plate number as well. To streamline the accounting side we have the capability to transmit and receive invoice, credit, and payment information via EDI. Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 38 Describe any "green" initiatives We have the following green initiatives in place at O'Reilly: that relate to your company or to your products or services, and 1) Oil/oil filters — Almost all stores accept oil/transmission fluid and oil filters from walk-in include a list of the certifying customers. This is done at no charge to the customer. agency for each. 2) Batteries — We take and recycle batteries at no charge to our customers. 3) Cardboard —If the trash haulers that service our stores participate in a recycling program, cardboard recycling is offered at store level. Whether recycling or not, stores are asked to break down all cardboard boxes, thus reducing the frequency of trash/cardboard pick ups required. This reduces the fuel used by the haulers. The DCs compact and bale their own cardboard which is picked up by the recycling plant. 4) Paper — The corporate headquarters and many regional offices have bins to collect paper for recycling. Even our Team Spirit is published on recycled paper. 5) Aluminum cans — Most DCs and offices recycle aluminum cans. 6) Fuel — We purchase four -cylinder trucks which run more fuel efficiently than other trucks in the market. 7) Energy — Most stores and some DCs have an energy management system installed which controls peak demand, maintains HVAC setpoints and notifies us when HVAC units are not functioning efficiently, thus reducing the energy consumed and money spent for energy. 8) Other — Some DC/office locations recycle metal, pallets, and phone books. Stores are always encouraged to look at items/ways they can recycle cardboard, paper, aluminum, etc., from the store through local contacts within their communities. 39 Identify any third -party issued eco- We have a number of products that have a combination of eco-labels, ratings or labels, ratings or certifications that certifications. A list of these products can be made available upon request. your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. 40 Describe any Women or Minority None. Business Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. 41 What unique attributes does your We lead the industry in parts availability, and our competitive advantage starts with a very company, your products, or your robust, tiered, regional distribution network made up of 28 distribution centers, which services offer to Sourcewell replenish our stores at least five nights a week from inventories that average 159,000 participating entities? What makes SKUs. By servicing our stores at least five nights a week, we are able to deploy our your proposed solutions unique in inventory dollars in a greater breadth of inventory at the store level, versus carrying a your industry as it applies to greater depth of inventory that would be required if our stores were replenished less often Sourcewell participating entities? from the DCs. This breadth of inventory means we will be much more likely to have a part in stock in the store when a customer needs it. We further augment our store level inventory availability by providing more than 95% of our stores with same day access to a broader selection of hard -to -find inventory through multiple daily deliveries from either a DC or an expanded inventory Super Hub store, which stock on average 70,000 SKUs, or a Hub store, which stock on average 42,000 SKUs. Our customer service commitment is to "never say no," and we will remain the industry leader in parts availability, providing our Team Members with the tools necessary to provide extremely high levels of service and earn customers' business. All O'Reilly stores are company owned meaning uniform adherence to contract provisions across the nation. Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Item Question Response* 42 Do your warranties cover all products, parts, and Our manufacturers' warranty policies vary depending on the part. 31.48% of labor? available SKUs are on a limited lifetime warranty, 39.12% offer a 1 year limited warranty, 10.57% offer a manufacturer's defect warrant, 7.18% cover 90 days, 2.67% are on a 2 year limited warranty. O'Reilly does not offer a direct labor warranty on products, but if a product that was purchased and installed by an agency fails within the supported warranty time period, O'Reilly will support the agency in filing labor claims. The procedures of filing a labor claim start with a labor claim filed by our store's manager and then O'Reilly will present the claim to the appropriate manufacturer. Once the manufacturer determines their level of support after testing and inspection of the part in question, O'Reilly will report back to the agency on the results. Please see attachment 'O'Reilly Warranty Policy and Return & Exchange Policy' for more information. 43 Do your warranties impose usage restrictions or The length of our warranty offerings vary depending on the part. other limitations that adversely affect coverage? Please see attachment 'O'Reilly Warranty Policy and Return & Exchange Policy' for more information. 44 Do your warranties cover the expense of O'Reilly does not perform warranty repairs. We do replace the part technicians' travel time and mileage to perform immediately and send it off to the manufacturer for their inspection or repair. warranty repairs? Please see attachment 'O'Reilly Warranty Policy and Return & Exchange Policy' for more information. 45 Are there any geographic regions of the United O'Reilly does not perform warranty repairs. We do replace the part States or Canada (as applicable) for which you immediately and send it off to the manufacturer for their inspection or repair. cannot provide a certified technician to perform warranty repairs? How will Sourcewell Please see attachment 'O'Reilly Warranty Policy and Return & Exchange participating entities in these regions be provided Policy' for more information. service for warranty repair? 46 Will you cover warranty service for items made by These warranties are typically passed on to the original equipment other manufacturers that are part of your proposal, manufacturer. or are these warranties issues typically passed on to the original equipment manufacturer? 47 What are your proposed exchange and return Our proposed exchange and return policies vary by part based on condition programs and policies? and type. Please see attachment 'O'Reilly Warranty Policy and Return & Exchange Policy' for more information. 48 Describe any service contract options for the We do not offer service contract options. items included in your proposal. Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 Table 10: Payment Terms and Financing Options Line Item Question Response* 49 What are your payment terms (e.g., net 10, net 30)? 2% 10th net 20. 50 Describe any leasing or financing options available for use We can facilitate leasing options through a third party, however we by educational or governmental entities. do not offer leasing options ourselves. O'Reilly does offer in-house financing primarily on shop equipment, upon approved credit. 51 Briefly describe your proposed order process. Include We offer different methods for placing orders. First Call Online is enough detail to support your ability to report quarterly the best method. This system is capable of finding parts by sales to Sourcewell as described in the Contract template. application, interchange, or manual entry. Once parts are located, it For example, indicate whether your dealer network is will display the cost, and availability at the local store, hub store, included in your response and whether each dealer (or and distribution center. After the order is placed, the local store will some other entity) will process the Sourcewell participating invoice and deliver the part(s). entities' purchase orders. We also offer phone-in orders that are answered by our installer service specialists. Walk-in orders are always welcome as well. 52 Do you accept the P-card procurement and payment Yes, P-cards are accepted as long as they are backed by a major process? If so, is there any additional cost to Sourcewell credit card company. There is no additional cost for this service. participating entities for using this process? Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 Table 11: Pricing and Delivery 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. LemQuestion Response* 53 Describe your pricing model (e.g., line -item discounts or We offer a product -category discount pricing model. The proposed product -category discounts). Provide detailed pricing data discount for Sourcewell will be O'Reilly List Price less 41% or (including standard or list pricing and the Sourcewell better. This discount will cover every item we offer. Due to the discounted price) on all of the items that you want number of items O'Reilly offers, an individual listing of every item is Sourcewell to consider as part of your RFP response. If not available. We do have attached the listing of every product applicable, provide a SKU for each item in your proposal. category, subcategory, and segment on items we are proposing with Upload your pricing materials (if applicable) in the the stated discount. document upload section of your response. 54 Quantify the pricing discount represented by the pricing Sourcewell's catalog discount will be O'Reilly List Price less 41% or proposal in this response. For example, if the pricing in better. For 2020, Sourcewell members total purchases came out to your response represents a percentage discount from be 21% less than if they were to pay O'Reilly retail price. MSRP or list, state the percentage or percentage range. 55 Describe any quantity or volume discounts or rebate Any quantity discounts are evaluated on a case by case basis. programs that you offer. 56 Propose a method of facilitating "sourced" products or In the event an agency would like to procure an item that is from related services, which may be referred to as "open an outside source it would be subject to a sliding scale mark-up market" items or "nonstandard options". For example, you from cost. may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request. 57 Identify any element of the total cost of acquisition that is Not applicable. NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre - delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 58 If freight, delivery, or shipping is an additional cost to the Freight/Delivery/Shipping costs will only be applicable on Sourcewell participating entity, describe in detail the factory/special order situations. These costs will be communicated to complete freight, shipping, and delivery program. and approved by the agency at the time of the order. We do not mark up shipping costs. 59 Specifically describe freight, shipping, and delivery terms or Freight/Delivery/Shipping costs to Alaska and Hawaii will only be programs available for Alaska, Hawaii, Canada, or any applicable for factory/special order items. Canada and offshore offshore delivery. delivery is not available at this time. 60 Describe any unique distribution and/or delivery methods or Delivery is made by O'Reilly delivery team members in company options offered in your proposal. owned vehicles. Average delivery time is 30 minutes to 1 hour for items stocked in our local store. Items that are stocked in our DCs are available for next day delivery, if not earlier. This service is available to agencies that are within a 5 mile radius of an O'Reilly store location. For agencies just beyond this distance, scheduled deliveries may be a viable option. These situations would be addressed on a case by case basis. Table 12: Pricing Offered Line Item The Pricing Offered in this Proposal is: * Comments 61 b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 Table 13: Audit and Administrative Fee Line Item Question Response* 62 Specifically describe any self -audit process or program that you Anytime we receive a new customer sign-up request for plan to employ to verify compliance with your proposed Contract Sourcewell, we assign the entity to the Sourcewell group with Sourcewell. This process includes ensuring that Sourcewell code. This code is used to track all customers on the participating entities obtain the proper pricing, that the Vendor Sourcewell program. We have the ability to pull sales data reports all sales under the Contract each quarter, and that the for a specific group code, which is then used for our Vendor remits the proper administrative fee to Sourcewell. reporting. We also have a model pricing profile for Sourcewell. At the same time that we assign the entity to the group code, we also apply the model pricing profile to the entity. We have the ability to pull the pricing profiles for each entity assigned to the group code and cross check that profile against the Sourcewell model pricing profile to ensure they are receiving the correct pricing. This is done on a regularly scheduled basis. 63 Identify a proposed administrative fee that you will pay to 1% Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per -unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Item Question Response* 64 Provide a detailed description of the Our stores carry an extensive product line, including: equipment, products, and services that you 1) New and remanufactured automotive hard parts, such as alternators, starters, fuel are offering in your proposal. pumps, water pumps, brake system components, batteries, belts, hoses, temperature control, chassis parts, driveline parts and engine parts 2) Maintenance items, such as oil, antifreeze, fluids, filters, wiper blades, lighting, engine additives and appearance products 3) Accessories, such as floor mats, seat covers and truck accessories. Our stores offer many enhanced services and programs to our customers, such as: 1) Used oil, oil filter and battery recycling 2) Battery, wiper and bulb replacement 3) Battery diagnostic testing 4) Electrical and module testing 5) Check engine light code extraction 6) Loaner tool program 7) Drum and rotor resurfacing 8) Custom hydraulic hoses 9) Professional paint shop mixing and related materials 10) Machine shops. 65 Within this RFP category there may be Please attachment 'O'Reilly Proposed Pricing Discounts' for a listing of our product subcategories of solutions. List subcategory subcategory offerings. titles that best describe your products and services. Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 Table 14113: 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. LemCategory or Type Offered * Comments 66 Air conditioning, heating, cooling, and r: Yes climate control r No 67 Alternators, starters, batteries, r' Yes electrical, and ignition systems r No 68 Bearings - ball and roller r. Yes r No 69 Belts, hoses, gaskets, and seals r' Yes r No 70 Brakes r. Yes r No 71 Bumpers, body, cab, and chassis r' Yes parts r No 72 Emission and exhaust r. Yes r No 73 Engine and drive train r Yes r No 74 Filters - oil, fuel, air, and transmission r: Yes r No 75 Oils and lubricants - regular and r Yes synthetic r No 76 Pumps - fuel and water r: Yes r No 77 Safety and security systems r' Yes r No 78 Interior and exterior parts and r: Yes accessories r No 79 Lamps, lighting, mirrors, and wiring r Yes r No 80 Pumps - fuel and water r: Yes r No 81 Suspension, shocks, struts, and r' Yes steering r No 82 Wipers and washers r: Yes r No 83 Heating and cooling (engine) r' Yes r No 84 Vehicle paint and primer r: Yes r No 85 Tires, OEM vehicle parts, and garage r Yes We do not offer tires and our OEM part offering is limited. and fleet maintenance equipment, r No tools and supplies as described in RFP Section ll. B. 1. b. Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 Table 15: Industry Specific Questions Line Item Question Response* 86 If you are awarded a contract, provide a We will measure the success of this contract based on how many new entities we few examples of internal metrics that will can sign up on this program and how existing entities on the Sourcewell program be tracked to measure whether you are perform year over year. Since we already have a contract in place with Sourcewell, having success with the contract. we are able to measure this based on historical data. 87 Describe any electronic service We will not be offering electronic service programming subscriptions with this programming subscriptions and service proposal. information provided within your proposal along with any associated costs. 88 Describe your ability to provide O'Reilly is willing to work with Sourcewell and its participating entities to provide customized reports of historical purchases customized reports per request. and participating entities accounts payable management. 89 Describe any online parts catalog and O'Reilly offers our online parts catalog and ordering system via First Call Online at ordering capabilities that can be provided no additional cost. or are included. If applicable, identify any additional costs associated with this Please see attachment 'O'Reilly Auto Parts First Call Online' for more information. service. 90 Identify the vehicle makes for which your We are able to provide parts for nearly all vehicle makes. In the event that we do offered parts are used. not have a part for a specific vehicle, we will work with our manufacturers to add the requested part to our inventory, when possible. 91 Identify the vehicle engine types for which We offer products for all vehicle engine types. your products are manufactured (e.g., gasoline, diesel, CNG, propane, hybrid, electric, etc.) 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. Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 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 - O'Reilly Auto Parts 2020 Annual Report.pdf - Wednesday March 24, 2021 17:35:58 • Marketing Plan/Samples - O'Reilly Marketing Materials.pdf - Thursday March 25, 2021 09:07:59 • WMBE/MBE/SBE or Related Certificates (optional) • Warranty Information - O'Reilly Warranty Policy and Return & Exchange Policy.pdf - Thursday March 25, 2021 09:08:24 • Pricing - O'Reilly Proposed Pricing Discounts.xlsx - Wednesday March 24, 2021 17:37:42 • Upload Additional Document - O'Reilly Auto Parts First Call Online.pdf - Thursday March 25, 2021 09:08:45 Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 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: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury_gov/ofac/downloads/sdnlist.pdf; 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: https://sam.gov/SAM/; or Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: 36B2AC61-E602-492C-8664-55960C4CBAC4 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government 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. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Chuck Rogers, Vice President of Professional Sales, O'Reilly Auto Enterprises, LLC 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 a 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) Addend um_4_Aftermarket_Veh icle_Parts_RFP_032521 Fri March 19 2021 12:55 PM Addend um_3_Aftermarket_Veh icle_Parts_RFP_032521 Thu March 112021 12:31 PM Addend um_2_Aftermarket_Veh icle_Parts_RFP_032521 Fri February 19 2021 04:46 PM Addend um-1 _Aftermarket_Veh icle_Parts_RFP_032521 Thu February 18 2021 01:56 PM r r r r Bid Number: RFP 032521 Vendor Name: O'Reilly Auto Enterprises LLC DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS Sourcewell q4' Solicitation Number: RFP #032521 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Jasper Holdings Inc., 815 Wernsing Road, Jasper, IN 47546 (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. Sourcewell issued a public solicitation for Aftermarket Vehicle Parts and Supplies from which Vendor was awarded a contract. 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 May 19, 2025, unless it is cancelled sooner pursuant to Article 22. 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 14 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. Rev. 10/2020 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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 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. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Participating Entity. 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. 10/2020 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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 anytime 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. 10/2020 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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 maybe 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. 10/2020 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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, or other required transaction documentation, 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. 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. D. 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. E. 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: • 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. Rev. 10/2020 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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 payment 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 Vendor's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Rev. 10/2020 6 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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 right to 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. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six 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. B. 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. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. D. 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. E. 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. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern. F. 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 Rev. 10/2020 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. 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. 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. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT /_A1►1r1INxi1IRIT111111a091all 2 WA 1. Grant of License. During the term of this Contract: 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. Rev. 10/2020 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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. 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 the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws. 5. 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. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. 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. Rev. 10/2020 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 15. 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. 16. 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 declaration or finding and must be fully performed. 17. 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: 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. If the default remains after the opportunity for cure, the non -defaulting party may: Rev. 10/2020 10 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. 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 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 Rev. 10/2020 11 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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. Milli T1 u.0 u $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 "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 Rev. 10/2020 12 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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. 19. 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. 20. 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. 21. 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. Within this Article, all Rev. 10/2020 13 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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 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 Rev. 10/2020 14 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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 CONTRACTOR 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. §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 Rev. 10/2020 15 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 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. I. 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. 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. 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. Rev. 10/2020 16 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 032521-JAS 22. 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 EDocuSigned by, y J (6avf� By: COFD2A139DD6489... Jeremy Schwartz Title: Chief Procurement Officer 5/13/2021 1 8:54 PM CDT Date: Approved: �ID,occu,S//igneedhb,,y, {I{'y lM""'!N 1Naw 1 - g\ : 7E42B8F817A64CC... Chad Coauette Title: Executive Director/CEO 5/13/2021 1 9:02 PM CDT Date: Jasper Holdings Inc. IA�DocuSigned by: JV t, hD�U gyp 6DD159C9D92A443... Joe McDonald Title: Vice President of Sales 5/13/2021 1 4:15 PM CDT Date: Rev. 10/2020 17 DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B RFP 032521 - Aftermarket Vehicle Parts and Supplies Vendor Details Company Name: Jasper Engine Exchange Does your company conduct business under any other name? If Jasper Engines & Transmissions yes, please state: 815 Wernsing Road Address: PO Box 650 Jasper, Indiana 47547 Contact: Ashley Brush Email: bids@jasperengines.com Phone: 800-827-7455 HST#: Submission Details Created On: Thursday February 25, 2021 09:57:25 Submitted On: Thursday March 25, 2021 06:44:17 Submitted By: Ashley Brush Email: bids@jasperengines.com Transaction #: 183df2ea-9f74-42aa-aca7-d4893e05e4e1 Submitter's IP Address: 174.234.137.16 Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/K if the question does not apply to you (preferably with an explanation). Line Item Question Response" 1 Proposer Legal Name (and Jasper Holdings, Inc. (referred to as Jasper Holdings throughout RFP) applicable d/b/a, if any): 2 Proposer Address: 815 Wernsing Rd, Jasper, IN 47546 3 Proposer website address: Jasper Holdings will develop a Sourcewell exclusive landing page that will include but is not limited to: Customer Enrollment, Product Availability, Direct Link to Jasper Holdings Websites Jasper Holdings Websites www.jasperengines.com www.jasperinnovativesolutions.com / www.fleetandauto.com www.wellertruck.com www.dieselusa.com 4 Proposer's Authorized Name: Joe McDonald Representative (name, title, Title: Vice President of Sales address, email address & phone) Address: 815 Wernsing Rd, Jasper, IN 47546 (The representative must have E-mail: joe.mcdonald@jasperengines.com authority to sign the "Proposer's Phone: 800-827-7455 x 11198 Assurance of Compliance" on 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 Name: Ashley Brush proposal (name, title, address, Title: Procurement Agent email address & phone): Address: 815 Wernsing Rd, Jasper, IN 47546 E-mail: ashley.brush@jasperengines.com Phone: 800-827-7455 x12709 6 Proposer's other contacts for this Name: Steve Brooks proposal, if any (name, title, Title: Regional Director of Fleet & National Programs address, email address & phone): Address: 815 Wernsing Rd, Jasper, IN 47546 E-mail: steve.brooks@jasperengines.com Phone: 800-827-7455 x11033 Table 2: Company Information and Financial Strength Line Question Response" Item Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 7 Provide a brief history of your company, Jasper Holdings is committed to continuous improvement in Safety, Quality, including your company's core values, Productivity, Customer Service, and Reduction of Waste. We will be known as a business philosophy, and industry longevity good corporate Christian Citizen, focused on preserving our natural resources and related to the requested equipment, products giving back to our communities. or services. Our mission statement is simple: "Do It Right and Have Fun!" We are committed to remain a leading force in the automotive industry. Progressive programs of research and new product development enable us to provide quality value -oriented products second to none. Jasper Holdings has a unique corporate culture. It is a culture we have developed and refined since our founding. The basis of our corporate philosophy can be found in six very simple words: "Do It Right ... and Have Fun." At Jasper Holdings, we believe that whatever we do, whatever our job is, we must "Do It Right." Whether it is installing a piston on the production line, sweeping the floors every evening, or making the sales calls that place our products in the hands of thousands of customers, we must always strive to "Do It Right" if we are to continue our pattern of growth and success. The second part of our mission statement is: "and Have Fun." We work hard and we play hard. We are a family at JASPER and our company functions like the annual Family Picnic and Awards Banquet, reflect the spirit of togetherness and camaraderie we feel is so important in developing strong bonds and relationships among all JASPER Associates. Having fun is an integral part of our jobs. We enjoy our work and our contributions to the community as well as producing quality, value -oriented products. Jasper Holdings is committed to being the Brand of Choice for our Customers in the remanufacturing and sale of high quality, value -priced products, and services in the automotive aftermarket. Our Customers will know us as a progressive company committed to high -quality service. Our Suppliers will know us as an ethical partner and will engage with us to improve the quality of our products, services, and the efficiency of our operations. Our Associate -Owners will know us as the Company of Choice for a rewarding career. JASPER will provide a safe, healthy, and secure working environment. We will support the development of our Associate -Owners and will reward them based upon individual performance. We will strive to provide a secure retirement for each Associate -Owner through our ESOP and 401 K. 8 What are your company's expectations in the Jasper Holdings' expectations would be for Sourcewell to announce the award to all event of an award? participating entities. If relevant and agreed upon, a press release announcing this award would be appreciated and becomes a useful document to reference on the landing page of the exclusive site for this award. 9 Demonstrate your financial strength and Please see attached financial information. stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 10 What is your US market share for the Market share in the aftermarket is difficult to define clearly. Based upon total sales solutions that you are proposing? in 2020, JASPER estimates US sales represent 90% of total sales. 11 What is your Canadian market share for the Market share in the aftermarket is difficult to define clearly. Based upon total sales solutions that you are proposing? in 2020, JASPER estimates Canadian sales represent 7% of total sales. 12 Has your business ever petitioned for No / Not Applicable bankruptcy protection? If so, explain in detail. Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 13 How is your organization best described: is Jasper Holdings is best described as a direct -to -market premier it a manufacturer, a distributor/dealer/reseller, manufacturer/supplier of automotive/medium duty/heavy duty parts and supplies which or a service provider? Answer whichever employs their own industry leading sales and service force of over 300 automotive question (either a) or b) just below) best sales and technicians. Jasper Holdings also owns their own fleet of trucks which applies to your organization. supplies and stocks our 115 branch/distribution locations nationally. ALL individuals a) If your company is best described as represented in this RFP by Jasper Holdings employees and not represented by a a distributor/dealer/reseller (or similar entity), third -party distribution/sales entity. Note: Jasper Holdings utilizes 2,500 Independent provide your written authorization to act as a Automotive/Medium Duty/Heavy Duty Garage Organizations to assist our customers distributor/dealer/reseller for the manufacturer with service and product installations when needed. Jasper Holdings utilizes a of the products proposed in this RFP. If Service Agreement with these 2,500 Independent shops and can be provided as a applicable, is your dealer network value -add to Sourcewell Entities if needed. independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 14 If applicable, provide a detailed explanation Not applicable outlining the licenses and certifications that are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. 15 Provide all "Suspension or Debarment" Not applicable information that has applied to your organization during the past ten years. Table 3: Industry Recognition & Marketplace Success Line Item Question Response* 16 Describe any relevant industry awards or FORBES America's Best Midsized Employer 2018 & 2019 recognition that your company has received in the past five years Jasper Earns Top 25 Ranking on Forbes List of America's Best Midsize Employers https://www. aftermarketnews.com/jasper-ea rn s-top-25-ra n ki ng-on-forbes-I ist-of-americas- best-midsize-employers John Weller Named Heavy Duty Remanufacturer of the Year hftps://www.afterma rketnews.com/joh n-wel ler-na med-heavy-duty-reman ufactu rer-of-the- year/ Flexfab, Weller Reman win PACCAR Parts supplier awards: https://www.trailer-bodybuilders. com/equipment-parts/article/21743927/flexfa b-wel le r- re m a n -win - p a c ca r-parts-supplier-award s https://www.ratchetandwrench.com/articles/1 0025-jasper-engines-transmissions 17 What percentage of your sales are to the 20% governmental sector in the past three years 18 What percentage of your sales are to the 8% education sector in the past three years 19 List any state, provincial, or cooperative HGAC Buy: https://www.hgacbuy.org/Home purchasing contracts that you hold. What is the annual sales volume for each of these 1GPA: https:Hlgpa.org/ contracts over the past three years? National Cooperative Purchasing Alliance: http://www.ncpa.us/ Allied States Purchasing Co -Op: https://www.escl9.net/Domain/178 20 List any GSA contracts or Standing Offers Jasper Holdings has a pending GSA contract submitted. Prior GSA contract and Supply Arrangements (SOSA) that you historically provided for approximately $200,000 in annual sales volume. hold. What is the annual sales volume for each of these contracts over the past three years? Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 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* Miami Dade County Schools Sharon Wilson (305) 995-1623 Fairfax County Schools Cathy Muse (703) 324-3201 Leon County Schools Olivia Willis (850) 488-1206 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 / * Scope of Work * Size of Transactions * Dollar Volume Past Three * Province Years United States Government Pennsylvania- Automotive Parts and Supplies, $10.00-$25,000.00 $157,219,139 Postal Service PA Engines, Transmissions, Differentials, Chassis Replacement Parts, Fluids, Tires, Equipment Miami Dade Education Florida - FL Automotive Parts and Supplies, $10.00-$15,000.00 $1,623,541 County Schools Engines, Transmissions, Differentials, Fuel Components Fairfax County Education Virginia - VA Automotive Parts and Supplies, $10.00-$15,000.00 $886,587 Schools Engines, Transmissions, Differentials, Fuel Components Baltimore Education Maryland - MD Automotive Parts and Supplies, $10.00-$15,000.00 $128,270 County Schools Engines, Transmissions, Differentials, Fuel Components Leon County Education Florida - FL Automotive Parts and Supplies, $10.00-$15,000.00 $115,390 Schools Engines, Transmissions, Differentials, Fuel Components 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. Item Question Response* 23 Sales force. Jasper Holdings has a national sales force made up of 300 trained outside sales professions with expert knowledge in the automotive aftermarket industry that can present our product, services, and commitment to excellence to Sourcewell participating entities. Jasper Holdings intends to train our outside, inside and customer service teams extensively on this program to meet the needs of all the Sourcewell participating entities. All Outside Sales Representatives will be expected to reach out to all Sourcewell participating entities for introductions, provide program literature and to qualify each of the Sourcewell participating entities on their individual needs and expectations. Jasper Holdings also employs a customer service team to facilitate any warranty claims, product returns, and accounting issues. Jasper Holding sales team which includes: Jasper Engines & Transmissions, Weller Truck Parts, Jasper Innovative Solutions and Diesel USA is widely regarded as one of the leading sales organizations in North America Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 24 Dealer network or other distribution Jasper Holdings does not utilize a dealer network or any outside distribution method methods. as we are a manufacturer based direct selling organization. Each branch location has product inventory, company trucks for delivery. Additionally, some of our branch locations have service facilities that specialize in product installation and warranty repair. Jasper Holdings will fully service all geographic areas of the United States utilizing our 115 branch locations, company drivers and company owned medium duty delivery trucks w/lift gates. Jasper Holdings will service all Sourcewell's Canadian entities through our Northern Branch locations and ship via a local freight carrier company. 25 Service force. Jasper Holdings utilizes automotive/light duty/medium duty, import and domestic service locations at the majority of our 115 branch locations nationwide. Jasper Holdings also has a contracted arrangement with another 2,500 partner Independent Garage Organizations (IGO), and OEM Dealerships to provide automotive/light duty/medium duty/heavy duty import and domestic service and repair as a service to our fleet and independent retail customers. Jasper Holdings corporate and independent contracted repair shops are ready to provide vehicle service, parts installation, and technical assistance to the Sourcewell participating entities throughout the United States. 26 Describe in detail the process and Jasper Holdings has a customer service team that consists of 40 customer service procedure of your customer service representatives. Jasper Holdings customer service process includes: 1) Receiving the program, if applicable. Include your initial call from the customer 2) Creating a product/issue/warranty claim number 3) response -time capabilities and Developing a plan with the customer to resolve the situation via a replacement commitments, as well as any incentives product or technical assistance and 4) Commitment to resolve the situation effectively that help your providers meet your stated and expeditiously. Jasper Holdings' response time is in direct relation to the level of service goals or promises. assistance needed to resolve the issue. Jasper Holdings commits to full warranty coverage on all products sold, parts and service warranty coverage if applicable, technical assistance if needed and a dedicated customer service team focused on resolved any issue presented. Jasper Holdings also has a contracted arrangement with another 2,500 partner Independent Garage Organizations (IGO), and OEM Dealerships to provide automotive/light duty/medium duty/heavy duty import and domestic service and repair as a service to our fleet and independent retail customers. Jasper Holdings corporate and independent contracted repair shops are ready to provide vehicle service, parts installation, and technical assistance to Sourcewell participating entities throughout the United States. 27 Describe your ability and willingness to Jasper Holdings' willingness to provide our products and services to Sourcewell provide your products and services to participating entities in the United States is evident by: 1) our commitment from our Sourcewell participating entities in the Outside Sales Team to meet directly with any Sourcewell entity interested in utilizing United States. this RFP for Automotive Parts and Supplies, 2) Our commitment from our Inside Sales Team to be available between the hours of 8:00 a.m. Eastern to 8:00 p.m. Eastern, six days a week to handle customer service related calls and assistance, 3) Our commitment of our Telemarketing Team to continually market to all Sourcewell participating entities by utilizing a "team selling" approach with the commitment to reach out to a high percentage of Sourcewell members throughout the RFP period and 4) Our commitment to put together an exclusive Sourcewell entity webpage for product availability, customer service, account information, etc. 28 Describe your ability and willingness to Jasper Holdings does not currently have branch locations in Canada but are willing provide your products and services to to service participating entities in Canada by shipping product from our branch Sourcewell participating entities in Canada. locations closest to Canada. 29 Identify any geographic areas of the United Jasper Holdings will fully service all geographic areas of the United States utilizing States or Canada that you will NOT be our 115 branch locations, company drivers and company owned medium duty delivery fully serving through the proposed contract. trucks w/lift gates. Jasper Holdings will service all Sourcewell's Canadian entities through our Northern Branch locations and ship via a local freight carrier company. 30 Identify any Sourcewell participating entity Jasper Holdings will provide service to all Sourcewell participating entities. Canada sectors (i.e., government, education, not -for- will be serviced by our inside sales team. US will be serviced by our inside sales, profit) that you will NOT be fully serving outside sales and telemarketing teams. through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 31 Define any specific contract requirements Jasper Holdings services Hawaii, Alaska, and other US Territories (including Guam) or restrictions that would apply to our by way of our commitment to the United States Postal Service. participating entities in Hawaii and Alaska and in US Territories. Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B Table 7: Marketing Plan Line Item Question Response* 32 Describe your marketing strategy for Jasper Holdings will employ a concentrated marketing strategy dedicated to educating promoting this contract opportunity. Sourcewell's participating entities on the product depth and manufacturing quality of Jasper Upload representative samples of your Holdings' four main companies (Jasper Engines & Transmissions, Weller Truck Parts, marketing materials (if applicable) in Jasper Innovative Solutions, and Diesel USA) product offerings. Jasper Holdings the document upload section of your companies will act in partnership to develop a relationship with Sourcewell's participating response. entities by 1) Deploying our 300 Sales Representatives to introducing Jasper Holdings' product line directly to Sourcewell entities, 2) Developing a series of informational literature introducing the product breadth of all Jasper Holdings' companies and the steps for ordering, customer service or technical assistance. 3) Producing a quarterly series of direct mailing pieces for Sourcewell participating entity re -engagement 4) Jasper Holdings will entertain development of an exclusive landing page on the website dedicated to Sourcewell's participating entities. 5) Deployment team of telemarketers dedicated to reaching out to Sourcewell participating entities directly and 6) Sourcewell's RFP Award Number and Description on all four main Jasper Holdings corporate websites. 7) Sourcewell exclusive landing page (upon award) connecting all four main Jasper Holdings corporate websites. 33 Describe your use of technology and Jasper Holdings currently operates four main organizational websites as listed in question digital data (e.g., social media, 3. In addition to the websites, Jasper Holdings participates on the following social media metadata usage) to enhance platforms: Facebook, Twitter, Instagram, and Linkedln. Our websites and the social media marketing effectiveness. platforms allow for consistent information and messaging to share with when promoting career opportunities, new product launches, and announcement of new contracts or agreements if permitted. 34 In your view, what is Sourcewell's role Jasper Holdings' view of Sourcewell's role in promoting contracts would be limited to in promoting contracts arising out of award recognition announcements and any participating entity contact information if this RFP? How will you integrate a possible. Jasper Holdings will integrate Sourcewell-awarded contract information into our Sourcewell-awarded contract into your outside sales process by training the 230 Outside Sales Representatives and 50 Inside sales process? Sales Representatives on the Sourcewell award and project scope. Jasper Holdings will also integrate the Sourcewell entities into our customer base by developing a Sourcewell entity exclusive informational webpage. 35 Are your products or services Jasper Holdings does not maintain an e-procurement ordering system. Jasper Holdings available through an e-procurement has worked directly with customers to interface their procurement systems into our sales ordering process? If so, describe your systems and purchasing processes. As an example, several companies are now using e-procurement system and how COUPA, and we have developed best practices for interfacing with that platform for governmental and educational purchasing. customers have used it. Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B Table 8: Value -Added Attributes Line Item Question Response* 36 Describe any product, equipment, Jasper Holdings does not have pre -scheduled or pre -determined training programs. Jasper maintenance, or operator training Holdings instead prefers to discuss training opportunities on an individual and case -by -case programs that you offer to basis with customers based upon their needs. An example of this could be a fleet that Sourcewell participating entities. continues to see failure points on specific parts/components at similar mileages or Include details, such as whether intervals. Due to Jasper Holdings' volume of product and core, we can discuss and training is standard or optional, develop best practices training for preventative maintenance or discuss alternative solutions who provides training, and any in the form a virtual training class. costs that apply. 37 Describe any technological Depending upon the product line and opportunity, Jasper Holdings specializes in reverse advances that your proposed engineering the inherent design flaws and common failures out of original equipment. products or services offer. Jasper Holdings has attached two (2) examples in which the original equipment product has been updated and improved. 38 Describe any "green" initiatives As previously shared, the reduction of waste is key pillar of Jasper Holdings and that relate to your company or to remanufacturing is recycling. Please see attached for additional information related to our your products or services, and green initiatives. include a list of the certifying agency for each. 39 Identify any third -party issued eco- Not applicable labels, ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. 40 Describe any Women or Minority Jasper Holdings does not qualify as a WMBE, SBE or veteran owned business. We do Business Entity (WMBE), Small work with many companies that do qualify as these business entities and we capture Business Entity (SBE), or veteran Jasper Holdings spend with these companies thereby having the ability to report a Tier 2 owned business certifications that spend. This is typically done on a quarterly basis and JASPER Holdings can provide your company or hub partners reports on Tier 2 spend. have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. 41 What unique attributes does your Jasper Holdings' unique attributes and how our group of companies are positioned within company, your products, or your the industry is the reason why we are excited for the opportunity to support Sourcewell's services offer to Sourcewell RFP for Automotive Parts and Supplies. participating entities? What makes your proposed solutions unique in Jasper Holdings engines, transmissions, differentials, related components are produced your industry as it applies to at OEM or better level quality; any inherent OEM design flaws are removed through reverse Sourcewell participating entities? engineering. Jasper Holdings offers their own fleet of delivery trucks w/lift gates to ensure on -time delivery for superior customer service. Jasper Holdings offers parts and labor warranties for most assemblies and parts warranties for automotive parts and supplies. Jasper Holdings does not utilize outside distribution networks, all sales, customer service, distribution, accounting are done with company employees. Jasper Holdings is a wholly employee -owned entity. People choose Jasper because of: Our People, Our Commitment to Our Customers Success, and to Our Commitment to Continuous Improvement. Jasper Holdings also has a contracted arrangement with another 2,500 partner Independent Garage Organizations (IGO), and OEM Dealerships to provide automotive/light duty/medium duty/heavy duty import and domestic service and repair as a service to our fleet and independent retail customers. Jasper Holdings corporate and independent contracted repair shops are ready to provide vehicle service, parts installation, and technical assistance to the Sourcewell participating entities throughout the United States. Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B Line Item Question Response* 42 Do your warranties cover all products, parts, and Yes -Jasper Holdings warranties products, parts, and labor against defects in labor? our workmanship and material in accordance with the schedules and limitations outlined within our published warranty documentation. Due to the breadth of categories offered and depth of products in each category: warranty coverage time, warranty coverage mileage, hourly labor reimbursement rate and product replacement will vary. 43 Do your warranties impose usage restrictions or No -Jasper Holdings warranty coverage does not impose usage restrictions other limitations that adversely affect coverage? or other limitations that adversely affect coverage. Warranty Coverage implies time or mileage limitations which does not adversely affect coverage. Warranty Coverage covers all normal use within the warranty period or manufacturer defect. Warranty Coverage reserves the right to deny warranty for abuse of any kind that falls outside of the typical intended use of the item. Warranty Coverage implies proper installation, OEM intended proper usage and the recommended maintenance procedures must be followed for the unit failure to be covered under warranty. Warranty Coverage implies proper application and installation are required in all cases. Improper maintenance can nullify the warranty in all cases. 44 Do your warranties cover the expense of Jasper Holdings' warranty coverage does include expense of technicians' technicians' travel time and mileage to perform travel time and mileage to perform warranty repairs with prior authorization. warranty repairs? Jasper Holding's recommends using our network of 2,500 Jasper Holdings' authorized service providers across the United States to perform any authorized Jasper Holding's warranty work. When applicable, Jasper Holding's will reimburse the labor component to the Sourcewell entity if the warranty claim followed the proper warranty claim guidelines, and the entity has certified technicians that are able to perform the warranty repair. 45 Are there any geographic regions of the United Yes- There are geographic regions of the United States and Canada for States or Canada (as applicable) for which you which Jasper Holdings cannot provide a certified technician to perform cannot provide a certified technician to perform warranty repairs. Jasper Holdings recommends the utilization of our network warranty repairs? How will Sourcewell of 2,500 authorized service providers to perform warranty repairs. Jasper participating entities in these regions be provided Holding's will also allow approved repair work to be completed by service for warranty repair? Sourcewell participating entities when applicable. Jasper Holding's 2,500 authorized service providers are available in the United States. Jasper Holding's will work to expand the authorized service program in Canada for the Sourcewell participating entities in Canada. Jasper Holdings does offer technical assistance via our customer service team. 46 Will you cover warranty service for items made by Yes -Jasper Holding's components that are made by other manufacturers will other manufacturers that are part of your proposal, be covered for warranty service in accordance with the schedules and or are these warranties issues typically passed on limitations outlined in our published warranty documentation. to the original equipment manufacturer? 47 What are your proposed exchange and return Replacement products, components and supplies will be made at the Jasper programs and policies? Holdings' factory locations within a reasonable time after notice and upon receipt of the goods deemed to be defective per the schedule and limitations of our written warranty policy. Return Programs and Policies: We accept authorized returns within 90 calendar days from the date the product was received by the original recipient. All authorized returns must be unused and in their original packaging, including all items that were included in the original package. Returns cannot have been disassembled, installed, modified, or damaged due to incorrect installation or user error. If your shipment arrived with a damaged or incorrect item, please repackage the item(s) in the original shipping container and refer to our Return Procedure (below). Upon inspection of the package upon receipt, if you receive missing, damaged, or incorrect parts, please call us as soon as possible so we can assist you in processing a return for replacement or refund. We are not responsible for missing, damaged, or incorrect parts after 90 calendar days for all products, regardless of the party at fault. We are also not responsible for lost or stolen packages and all such claims must be processed through the shipping company. Non -Returnable Items: Special orders Custom-made products Painted parts Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B Modified Parts Electrical parts that have been plugged in or unsealed for any reason. Return Procedure: • Please call Customer Service to obtain a Return Merchandise Authorization (RMA) number. An RMA number is required to track and process your return. • You will need to call during normal business hours. (Monday to Friday from 7am to 4pm EST) • You will need your order or PO number. If you do not have your order or PO number, please provide the full name of the original purchaser and date of purchase. • All items for return must be packaged securely. Ensure that all special packaging instructions are followed to ensure that no shipping damage occurs. We will not be responsible for damaged returns resulting from inadequate packaging. Shipping/Freight Charge: We are not responsible for any return shipping/freight charges unless the return is due to a manufacturer's defect or a direct result of an error on our part. Refund Processing: Refunds are normally processed within 48 business hours after our warehouse receives your part(s). Once the returned part(s) has/have been inspected and processed, the refund will be credited to the payment method you used to buy the item(s) you ordered. You will receive a "credit approved" e-mail the day your refund is processed. If the purchase was made with a debit or credit card, it may take an additional 1-7 business day(s) for your financial institution to reflect the credit back on your account. Core Returns: What is a Core Charge? Whenever you buy an aftermarket part, your purchase price may include a core charge, which is the deposit you pay for the core, or recyclable component of the part. If you return the core of your old part to us, you can get that deposit back. If your old core is in reusable condition and you wish to return it, please do the following: • Call Customer Service and ask for an RMA number and instructions on returning your core. • Once you have an RMA number, simply mail the core back to the address provided along with a copy of your original receipt within sixty (60) days. Please note that for core returns, you must use the exact same box in which your replacement part was received. Your core cannot be damaged, but only non -operational or not usable because of failure. Damaged cores will not receive credit. Fluids must be drained. The customer will be responsible for the cost of shipping the core back to FleetandAuto.com. Core charges and taxes may vary, depending on the state in which you purchased the part. Cancellation Policy: Cancellations may be accommodated if the order has not yet been packed or shipped. We will do our best to accommodate order cancellations, but if for any reason we are unable to do so, you may return the product. See our Return Policy for more details. You may cancel your order at any time prior to receiving our order confirmation. However, once an order has been confirmed, it is immediately processed for shipping. Therefore, no orders can be canceled after receiving our electronic Order Confirmation email. Restocking Fee: • All electronic components have a 20% restocking charge if it has not been removed from the package and installed. • Jasper Holdings has the right to inspect any product on a case -by - case basis if that product does not meet the standard return policy criteria and will subiect for review. 48 Describe any service contract options for the Not applicable items included in your proposal. Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B Table 10: Payment Terms and Financing Options Line Item Question Response* 49 What are your payment terms (e.g., net 10, net 30)? Net 30 50 Describe any leasing or financing options available for use No additional leasing or financing options are available from Jasper by educational or governmental entities. Holdings. 51 Briefly describe your proposed order process. Include Proposed order process: 1) Sourcewell participating entity contacts enough detail to support your ability to report quarterly Jasper Holdings via phone, e-mail, or online link to exclusive landing sales to Sourcewell as described in the Contract template. page 2) Sourcewell participating entity identifies as Sourcewell entity For example, indicate whether your dealer network is and established account with Jasper Holdings 3) Jasper Holdings included in your response and whether each dealer (or Inside Sales Representative works directly with Sourcewell entity to some other entity) will process the Sourcewell participating identify product needed 4) Jasper Holdings Inside Sales entities' purchase orders. Representative provides Sourcewell entity with pricing, availability, and other key information requested 5) If the account is already set up, Jasper Holdings will offer the customers payment terms or provide other options for payment. Jasper Holdings does not utilize a dealer network; all sales are transacted within the Jasper Holding's corporate structure. Every Sourcewell entity that is interested in purchasing automotive parts and supplies from Jasper Holdings will need to disclose their Sourcewell affiliation PRIOR to ordering the first order. From that point on, the Sourcewell participating entity will be listed as a program participant with the account labelled with the Jasper Holdings control number assigned to Sourcewell. Sourcewell will receive a quarterly report from Jasper Holdings that will disclose: Overall Sales, Program Participation and, Sourcewell participation fee. All reports are generated and audited internally. All sales will be reported quarterly to Sourcewell. 52 Do you accept the P-card procurement and payment Jasper Holdings does accept the P-Card payment process. No process? If so, is there any additional cost to Sourcewell additional fees would apply for the use of a P-Card by the participating entities for using this process? Sourcewell partnering entity. Table 11: Pricing and Delivery 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 Item Question Response* 53 Describe your pricing model (e.g., line -item discounts or Jasper Holdings' pricing model provides for a percentage discount product -category discounts). Provide detailed pricing data range off MSRP. (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. Upload your pricing materials (if applicable) in the document upload section of your response. 54 Quantify the pricing discount represented by the pricing Jasper Holdings' pricing model provides for a percentage discount proposal in this response. For example, if the pricing in range off MSRP by product category. Jasper Holdings reserves the your response represents a percentage discount from right, in its sole discretion, to determine the appropriate category MSRP or list, state the percentage or percentage range. for a particular product. The following are the product categories and the percentage discount range off MSRP in each category. Sourcewell Contracted Discount Pricing off MSRP: Air conditioning, heating, cooling, and climate control: 15-20% off MSRP Alternators, starters, batteries, electrical, and ignition systems: 15- 20% off MSRP Bearings - ball and roller: 15-20% off MSRP Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B Belts, hoses, gaskets, and seals: 15-20% off MSRP Brakes Assembly and related components: 15-20% off MSRP Bumpers, body, cab, and chassis parts: 15-20% off MSRP Emission and exhaust: 15-20% off MSRP Engine and drive train: 4-20% off MSRP Filters - oil, fuel, air, and transmission: 15-20% off MSRP Oils and lubricants - regular and synthetic: 15-20% off MSRP Pumps - fuel and water: 15-20% off MSRP Safety and security systems: 15-20% off MSRP Interior and exterior parts and accessories: 15-20% off MSRP Lamps, lighting, mirrors, and wiring: 15-20% off MSRP Pumps - fuel and water: 15-20% off MSRP Suspension, shocks, struts, and steering: 15-20% off MSRP Wipers and washers: 15-20% off MSRP Heating and cooling (engine): 15-20% off MSRP Vehicle paint and primer: N/A Tires, OEM vehicle parts, and garage and fleet maintenance equipment, tools and supplies as described in RFP Section II. B. 1. b.: 15-20% off MSRP Sub -Category Breakout: Filters -Oil, fuel, air, and transmission: 15-20% off MSRP Alternators, starters, batteries, electrical, and ignition systems: 15- 20% off MSRP Engine and drive train: 4-20% off MSRP Gas Engine = 15-20% off MSRP Diesel Engine = 10-13% off MSRP Industrial Engine 10-13% off MSRP Marine Engine = 15-20% off MSRP Transmission (Light Duty) = 15-20% off MSRP Transmission (Medium Duty) = 4-15% off MSRP Transmission (Heavy Duty) = 4% off MSRP Transfer Case = 15-20% off MSRP Differential (Medium Duty) = 15-20% off MSRP Differential (Heavy Duty) = 4% off MSRP Gear Boxes = 4% off MSRP Diesel Fuel and Air Components = 15% off MSRP Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 55 Describe any quantity or volume discounts or rebate Jasper Holdings proposes an additional 2% discount off MSRP for programs that you offer. Sourcewell participating entities that make at least $50,000 in total qualifying purchases during the contract year and have demonstrated growth of at least 10% over the immediately prior contract year. A Sourcewell participating entity with no prior purchase history with Jasper Holdings will be offered the additional 2% volume discount upon achievement of at least $50,000 in total qualifying purchases during the applicable contract year. Additional volume discounts are also available if Sourcewell participating entities reach higher sales volumes. Jasper Holdings will provide an additional 2% off MSRP (total of 4%) for participating entities that reach $75,000 in total qualifying purchases during the contract year. Jasper Holdings will provide an additional 2% (total of 6%) discount off MSRP for participating entities that reach $100,000 in total qualifying purchases during the contract year. It is important to note that the total dollars of all products purchased will be counted toward the overall total purchase in dollars calculation. The discount will only be available on eligible products which will not include fuel and air components and heavy-duty drive train components. Additional opportunities could be provided on a case -by -case basis with participating entities utilizing this agreement and purchasing more than $200,000 in qualifying purchases during the contract year. At the end of each calendar year, the entity purchases will be evaluated and if the 6% discount was achieved, the entity will be provided a 4% discount immediately and progress from that point rather than transitioning back to the starting point to earn the volume each year. 56 Propose a method of facilitating "sourced" products or Jasper Holdings will supply a quote for each request for open related services, which may be referred to as 'open market or nonstandard options. market' items or "nonstandard options". For example, you may supply such items "at cost' or "at cost plus a percentage," or you may supply a quote for each such request. 57 Identify any element of the total cost of acquisition that is Jasper Holdings owns and manages its own fleet of delivery NOT included in the pricing submitted with your response. vehicles and does not charge for freight if products are delivered This includes all additional charges associated with a via Jasper Holdings Logistics vehicles. There are no freight charges purchase that are not directly identified as freight or if delivered on a JASPER owned truck in the 48 contiguous states. shipping charges. For example, list costs for items like pre- This would include both the delivery of the product and core pick delivery inspection, installation, set up, mandatory training, up also. The product delivery date will be provided during the initial or initial inspection. Identify any parties that impose such inquiry/purchase. If an expedited shipping option is available to and costs and their relationship to the Proposer. requested by the Sourcewell participating entity, the additional cost for expedited shipping will be shared with the Sourcewell participating entity and charged as an additional cost to the participating entity. 58 If freight, delivery, or shipping is an additional cost to the Jasper Holdings owns and manages its own fleet of delivery Sourcewell participating entity, describe in detail the vehicles and does not charge for freight if products are delivered complete freight, shipping, and delivery program. via Jasper Holdings Logistics vehicles. There are no freight charges if delivered on a JASPER owned truck in the 48 contiguous states. This would include both the delivery of the product and core pick up also. The product delivery date will be provided during the initial inquiry/purchase. If an expedited shipping option is available to and requested by the Sourcewell participating entity, the additional cost for expedited shipping will be shared with the Sourcewell participating entity and charged as an additional cost to the participating entity. Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 59 Specifically describe freight, shipping, and delivery terms or Jasper Holdings currently supports customers in Alaska, Hawaii, programs available for Alaska, Hawaii, Canada, or any Canada, and additional offshore location such as Puerto Rico. On offshore delivery. the initial inquiry, the Sourcewell participating entity will be asked for the ship to location of the purchased product. Freight, shipping, and/or customs quotes will be identified and prepared by Jasper Holdings and the additional costs will be shared with the Sourcewell participating entity. 60 Describe any unique distribution and/or delivery methods or Jasper Holdings owns and manages its own fleet of delivery options offered in your proposal. vehicles to better control the entire process from product production, product delivery, and core pickup. Table 12: Pricing Offered Line Item The Pricing Offered in this Proposal is: * Comments 61 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing Based upon the volume departments. opportunity, the incentives for Sourcewell participating entities and to Sourcewell direct are better than typical offers. Table 13: Audit and Administrative Fee Line Item Question Response* 62 Specifically describe any self -audit process or program that you All of Jasper Holding's entities (Jasper Engines and plan to employ to verify compliance with your proposed Contract Transmissions, Weller Truck Parts, Jasper Innovative with Sourcewell. This process includes ensuring that Sourcewell Solutions and Diesel USA) operating system can be set up participating entities obtain the proper pricing, that the Vendor to capture specific sales/information from customers reports all sales under the Contract each quarter, and that the purchasing as Sourcewell entities. When an entity initiates Vendor remits the proper administrative fee to Sourcewell. contact and identifies themselves as a Sourcewell partnering entity, our representative will open the customer's account and ensure all pricing and account details are confirmed prior to providing price, availability, or processing and order. This is done via the use of a control # and this control # allows Jasper Holdings to identify and report on the specific unit/dollar sales as well as factor the administrative fee by invoice. 63 Identify a proposed administrative fee that you will pay to Jasper Holdings will provide Sourcewell with a 1.5% Sourcewell for facilitating, managing, and promoting the Sourcewell administrative fee on all qualifying product purchases Contract in the event that you are awarded a Contract. This fee pursuant to an awarded contract. Qualifying purchases are is typically calculated as a percentage of Vendor's sales under the those purchases made directly by a Sourcewell partnering Contract or as a per -unit fee; it is not a line -item addition to the entity from Jasper Holdings. Jasper Holdings will calculate Member's cost of goods. (See the RFP and template Contract for the administrative fee on a quarterly basis and provide additional details.) payment to Sourcewell within 45 days from the end of the quarter. Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Item Question Response" 64 Provide a detailed description of the Jasper Holdings detailed description of equipment, products, and service that are equipment, products, and services that you offered in our proposal are as follows: are offering in your proposal. Jasper Holdings -Jasper Engines & Transmissions: Jasper has been remanufacturing quality products since 1942 and today Jasper is the nation's largest remanufacturer of gas and diesel engines, transmissions, differentials, rear axle assemblies, air and fuel components, marine engines, sterndrives, performance engines, and electric motors. Jasper Engines also manages a certified Fleet Installer Program which involves 2500 Independent Repair Shops across the United States. The Fleet Installer Program offers reduced labor rates, expedited warranty assistance, and technical assistance. Jasper Holdings -Jasper Innovative Solutions: Jasper Innovative Solutions (JIS) is a leading supplier of auto parts and components for fleet vehicles. JIS offers both premium aftermarket and OEM replacement parts and well as heavy duty alternatives designed in-house. JIS sources and produces parts that are no longer available from OEM suppliers. Jasper Holdings -Weller Truck Parts: Weller offers Heavy Duty Driveline components for on & off -Highway equipment. Weller's product line consists of; all makes of manual transmissions, automated manual transmissions, automatic transmissions, differentials, steering gears, and electronic TCU's & ECM's along with shift pads for Eaton and Allison transmissions for Class 6-8 trucks. Jasper Holdings -Diesel USA: Diesel USA Group has a wide variety of engine components for gas and diesel applications including... Automotive thru Heavy -Duty starters, alternators, CNG plugs and coils. Automotive thru Heavy -Duty turbochargers. Automotive thru Heavy -Duty injectors & pumps. Racor filtration and Stanadyne additive for diesel applications. Diesel Particulate Filters & Diesel Oxidizing Catalyst along with the sensors & diesel exhaust dosing and modules Automotive thru Heavy -Duty EGR Coolers & EGR Valves 65 Within this RFP category there may be Air conditioning, heating, cooling, and climate control subcategories of solutions. List subcategory Alternators, starters, batteries, electrical, and ignition systems titles that best describe your products and Bearings - ball and roller services. Belts, hoses, gaskets, and seals Brakes Assembly and related components Bumpers, body, cab, and chassis parts Emission and exhaust Engine and drive train Gas Engine Diesel Engine Industrial Engine Marine Engine Transmission (Light Duty) Transmission (Medium Duty) Transmission (Heavy Duty) Transfer Case Differential (Medium Duty) Differential (Heavy Duty) Gear Boxes Diesel Fuel and Air Components Filters - oil, fuel, air, and transmission Oils and lubricants - regular and synthetic Pumps - fuel and water Safety and security systems Interior and exterior parts and accessories Lamps, lighting, mirrors, and wiring Pumps - fuel and water Suspension, shocks, struts, and steering Wipers and washers Heating and cooling (engine) Tires, OEM vehicle parts, and garage and fleet maintenance equipment, tools and supplies Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B Table 14113: 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. Item Category or Type Offered * Comments 66 Air conditioning, heating, cooling, and r Yes Jasper Innovative Solutions climate control r No 67 Alternators, starters, batteries, r Yes Jasper Innovative Solutions / Diesel USA electrical, and ignition systems r No 68 Bearings - ball and roller r Yes Jasper Innovative Solutions r No 69 Belts, hoses, gaskets, and seals r Yes Jasper Innovative Solutions r No 70 Brakes r Yes Jasper Innovative Solutions r No 71 Bumpers, body, cab, and chassis r Yes Jasper Innovative Solutions parts r No 72 Emission and exhaust r Yes Jasper Innovative Solutions / Diesel USA r No 73 Engine and drive train r Yes Jasper Engines & Transmissions / Weller / Diesel USA r No 74 Filters - oil, fuel, air, and transmission r Yes Jasper Innovative Solutions / Diesel USA r No 75 Oils and lubricants - regular and r Yes Jasper Innovative Solutions synthetic r No 76 Pumps - fuel and water r Yes Jasper Innovative Solutions / Diesel USA r No 77 Safety and security systems r Yes Jasper Innovative Solutions r No 78 Interior and exterior parts and r Yes Jasper Innovative Solutions accessories r No 79 Lamps, lighting, mirrors, and wiring r Yes Jasper Innovative Solutions r No 80 Pumps - fuel and water r Yes Jasper Innovative Solutions / Diesel USA r No 81 Suspension, shocks, struts, and r Yes Jasper Innovative Solutions steering r No 82 Wipers and washers r Yes Jasper Innovative Solutions r No 83 Heating and cooling (engine) r Yes Jasper Innovative Solutions r No 84 Vehicle paint and primer r Yes r No 85 Tires, OEM vehicle parts, and garage r Yes Jasper Innovative Solutions and fleet maintenance equipment, r No tools and supplies as described in RFP Section ll. B. 1. b. Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B Table 15: Industry Specific Questions Line Item Question Response* 86 If you are awarded a contract, provide a If awarded, Jasper Holdings will be able to provide internal metrics such as: overall few examples of internal metrics that will sales to Sourcewell participating entities, individual Sourcewell participating entity be tracked to measure whether you are sales reports, sales to warranty comparison reviews, sales per type of unit, total having success with the contract. number of Sourcewell entities contacted/purchasing and breadth of products purchased, etc. 87 Describe any electronic service Jasper Holdings uses Aces and Pies files via Optical Aftermarket parts data for programming subscriptions and service proprietary automotive parts and supplies inventory search for our customers. information provided within your proposal Additionally, each Jasper Holdings entity (Jasper Engines & Transmissions, Weller along with any associated costs. Truck Parts, Jasper Innovative Solutions and Diesel USA) utilizes individual client portals to receive updated notifications on parts ordering and deliveries, product and training videos, inventory access, invoicing, core pick up instructions, etc. all free of charge. 88 Describe your ability to provide Jasper Holdings can provide detailed reports which would include information such customized reports of historical purchases as purchases from Sourcewell participating entities, warranty processes, fill rates, etc. and participating entities accounts payable management. 89 Describe any online parts catalog and Jasper Holdings uses Aces and Pies files via Optical Aftermarket parts data for ordering capabilities that can be provided proprietary automotive parts and supplies inventory search for our customers. or are included. If applicable, identify any Additionally, each Jasper Holdings, Inc. entity (Jasper Engines & Transmissions, additional costs associated with this Weller Truck Parts, Jasper Innovative Solutions and Diesel USA) utilizes individual service. client portals to receive updated notifications on parts ordering and deliveries, product and training videos, inventory access, invoicing, core pick up instructions, etc. all free of charge. 90 Identify the vehicle makes for which your Jasper Holdings overall portfolio provides products for over 1,000 vehicle makes and offered parts are used. models import and domestic, automotive/light-duty/medium-duty and commercial Class 2-8, on -road and off -road, locomotive, and marine. Examples include: Ford, Chevrolet, General Motors, Subaru, Toyota, Mercedes, BMW, International, Hino, Isuzu, Caterpillar, Dodge, etc. Weller products fit all OEM model On -Highway truck in the Class 6-8 category. As far as the Off -Highway applications, there are numerous OEM applications that Weller products are available. Wherever Allison, Eaton, ZF, Spicer, TRW, Sheppard, Saginaw, Vicker, LUK, Borg Warner, Mack, Isuzu, New Process, IHC, Meritor, Rockwell, Twin Disc, Clark, Funk, Alliance, Volvo, Dana products are used by the OEM, Weller products can be used. 91 Identify the vehicle engine types for which Gasoline -Domestic, Import, Marine, Airport Ground Support, Commercial Class 2-8 your products are manufactured (e.g., gasoline, diesel, CNG, propane, hybrid, Diesel -Domestic, Import, On -Road, Off Road, Airport Ground Support, Commercial electric, etc.) Class 2-8 CNG-Automotive and Industrial Propane- Automotive and Industrial Hybrid -Automotive Electric motors Table 16: Exceptions to Terms, Conditions, or Specifications Form Line Item 92. NOTICE: To identify any exception, or to request any modification, to the Sourcewell template Contract terms, conditions, or specifications, a Proposer must submit the exception or requested modification on the Exceptions to Terms, Conditions, or Specifications Form immediately below. The contract section, the specific text addressed by the exception or requested modification, and the proposed modification must be identified in detail. Proposer's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract. Contract Section I Term, Condition, or Specification I Exception or Proposed Modification Documents Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 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 - JASPER-FINANCIALS.zip - Wednesday March 24, 2021 21:24:14 • Marketing Plan/Samples (optional) • WMBE/MBE/SBE or Related Certificates (optional) • Warranty Information (optional) • Pricing - JASPER - PRICING EXAMPLES.pdf - Thursday March 25, 2021 06:33:17 • Upload Additional Document - JASPER -UPDATES & SUSTAINABILITY-CITIZENSHIP GOALS.zip - Wednesday March 24, 2021 21:26:29 Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 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: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury_gov/ofac/downloads/sdnlist.pdf; 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: https://sam.gov/SAM/; or Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: E3BDF4EE-740A-4E17-90BF-787DBB6B628B 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government 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. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Ashley Brush, Procurement Agent, Jasper Holdings, Inc. 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 a 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) Addend um_4_Aftermarket_Veh icle_Parts_RFP_032521 Fri March 19 2021 12:55 PM Addend um_3_Aftermarket_Veh icle_Parts_RFP_032521 Thu March 112021 12:31 PM Addend um_2_Aftermarket_Veh icle_Parts_RFP_032521 Fri February 19 2021 04:46 PM Addend um-1 _Aftermarket_Veh icle_Parts_RFP_032521 Thu February 18 2021 01:56 PM Bid Number: RFP 032521 Vendor Name: Jasper Engine Exchange DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP Sourcewell q4' Solicitation Number: RFP #032521 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Imperial Supplies LLC, P.O. Box 11008, Green Bay, WI 54307-1008 (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. Sourcewell issued a public solicitation for Aftermarket Vehicle Parts and Supplies from which Vendor was awarded a contract. 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 May 19, 2025, unless it is cancelled sooner pursuant to Article 22. 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 14 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. Rev. 10/2020 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP 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 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. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Participating Entity. Vendor's standard warranty terms can be found at www.imperialsupplies.com ("Standard Warranty Terms"). Should Vendor's Standard Warranty Terms conflict with the terms of this Section 2. B., Vendor's Standard Warranty Terms will control. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Intentionally omitted. 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 including separate invoiced freight charges as applicable and as further defined in Vendor's Standard Freight Terms below. 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. Vendor reserves the right to accept or reject any order received from a Participating Entity. 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. Vendor's Standard Freight Terms. Standard freight is paid by Vendor on all orders over $100, unless otherwise stated, to Participating Entity's single place of operation anywhere in the contiguous United States, using carrier of Vendor's choice. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited, same day delivery, air freight, freight collect, Rev. 10/2020 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP sourced orders, export orders, hazardous materials, Participating Entity's carrier, shipments outside the contiguous U.S., or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by Participating Entity. Title and risk of loss pass to Participating Entity upon tender of shipment to the carrier. 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 and in accordance with Vendor's Standard Warranty Terms, and if applicable, at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable 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 or repair nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity, or refund the amount paid by 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 anytime 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 Rev. 10/2020 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP 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 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 maybe 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. Rev. 10/2020 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP 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. 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, or other required transaction documentation, 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. 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. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, that has not shipped, 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. Rev. 10/2020 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP E. 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: • 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 that can be shared or discussed within the confines of any confidentiality clause to which Vendor is subject. 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. Rev. 10/2020 6 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP 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 payment 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 Vendor's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. 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 right to 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. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six 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. B. 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. Rev. 10/2020 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. D. 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. E. 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. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern. F. 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. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any third -party 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. 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. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: 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 Rev. 10/2020 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP 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. 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 the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws. 5. 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). Each party must return all marketing and promotional materials, including signage, provided by the other, or dispose of it according to the other party'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. Rev. 10/2020 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP 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. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. 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. 15. 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. 16. 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 declaration or finding and must be fully performed. 17. 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 Rev. 10/2020 10 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP of such failure to proceed will be borne by the Vendor. In all scenarios where this clause is applicable, Vendor's liability for additional costs incurred is limited to the cost of the product or service giving rise to such liability. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 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 damages. 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. 18. 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: Rev. 10/2020 11 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP $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 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. Rev. 10/2020 12 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP 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 "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. 19. 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. 20. 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 Rev. 10/2020 13 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP 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. 21. 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. 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. The Participating Entity must provide advance notice to Vendor if a purchase will subject Vendor to compliance with the following provisions so that Vendor can assess its ability to comply. 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 Rev. 10/2020 14 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. 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 CONTRACTOR 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 Rev. 10/2020 15 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP 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. §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. I. 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's ability to comply with the Buy American Act will be assessed on a case - by -case basis at the point of sale. Rev. 10/2020 16 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP 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. 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. 22. 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. *** Signature Page Follows *** Rev. 10/2020 17 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 032521-IMP Sourcewell DocuSigned by: �t Vt way S(6avf� By: COFD2A139D06489 .. Jeremy Schwartz Title: Chief Procurement Officer 5/13/2021 1 8:55 PM CDT Date: Approved: � DocuSigned by, By:l7E42B8F817A64CC... Chad Coauette Title: Executive Director/CEO 5/25/2021 1 7:41 AM CDT Date: Imperial Supplies LLC DocuSigned by: �066V, f -r jSfr6KA Y• 2A22DD03134649B... Jason Bergstrom Title: Director New Business Development Date: 5/25/2021 1 7:37 AM CDT Rev. 10/2020 18 DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA RFP 032521 - Aftermarket Vehicle Parts and Supplies Vendor Details Company Name: Imperial Supplies Holdings Inc Does your company conduct business under any other name? If Imperial Supplies LLC yes, please state: 300 N Madison Street Address: Green Bay, WI 54301-5106 Contact: Jason Bergstrom Email: government@imperialsupplies.com Phone: 800-558-2808 HST#: 26-1180785 Submission Details Created On: Thursday February 18, 2021 10:16:47 Submitted On: Thursday March 25, 2021 13:01:10 Submitted By: Jason Bergstrom Email: government@imperialsupplies.com Transaction #: c0ac08a4-9ed7-459f-bff8-d9339dceca8e Submitter's IP Address: 167.115.150.91 Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/K if the question does not apply to you (preferably with an explanation). Line Item Question Response" 1 Proposer Legal Name (and Imperial Supplies LLC applicable d/b/a, if any): 023247661 2 Proposer Address: Imperial Supplies P.O. Box 11008 Green Bay, WI, 54307-1008 3 Proposer website address: https://www.imperialsupplies.com/ 4 Proposer's Authorized Jason Bergstrom Representative (name, title, Director New Business Development address, email address & phone) jbergstrom@imperialsupplies.com (The representative must have 920-490-6725 authority to sign the "Proposer's Assurance of Compliance" on 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 Jason Bergstrom proposal (name, title, address, Director New Business Development email address & phone): P.O. Box 11008 Green Bay, WI, 54307-1008 jbergstrom@imperialsupplies.com 920-490-6725 6 Proposer's other contacts for this N/A proposal, if any (name, title, address, email address & phone): Table 2: Company Information and Financial Strength Line Question Response Item Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 7 Provide a brief history of your company, Imperial Supplies was established in 1958 and today distributes 1.7M MRO including your company's core values, (Maintenance Repair Operation) product to 27,000+ Auto/Fleet customers who business philosophy, and industry longevity maintain 41,000+ locations. We provide the critical small parts that connect OEM related to the requested equipment, products and aftermarket parts to fleet vehicles. Imperial Supplies is a Customer Managed or services. Inventory model that offers program savings leveraging data, technology, and control. Once fully implemented we offer "Half the Spend, Half the Inventory in Half the Time" vs our route model competitors (Napa, Fastenal, Lawson). Imperial simply passes the program savings to our customers. Imperial has built its reputation by offering customers highly efficient methods to order and monitor purchases. Our customers include the top nine common carriers and the top four leasing companies in the United States. We currently have more National Account Programs in the fleet industry than all of our competition combined. Our philosophy has been based on the partnership concept. We have formed relationships with our customers by tailoring our services to meet their changing needs. We have designed a system to reduce costs through efficient ordering means and stringent controls. This approach has made us the industry leader in pioneering new technology. First national parts distributor to use barcode technology to automate order entry. First to provide detailed, custom reporting. EDI capabilities further enhance our customer interface system. Custom corporate programs for customers' changing needs. Fully Integrated Chemical Program Product Recommendation and Standardization Programs. Inventory Reduction Program The following customers have 30+ year partnerships with Imperial Supplies... UPS, WalMart, Schneider, JB Hunt, Fed Ex, Penske, Ryder, Pepsi and Waste Management. Today all of these accounts are in our top twenty in spend. 8 What are your company's expectations in the Our expectation will be that our sellers delivery top customer service along with event of an award? double digit cost savings to Sourcewell members in order to grow our partnerships. Once awarded we will internally organize our sellers with a training program on Sourcewell. In that training we will educate on who Sourcewell is, how they service government entities, what our Imperial Program offer is for those entities, and last how we engage with Sourcewell members. All of this information will be stored in an internal playbook and our CM system will make sure to keep those customers grouped together for tracking. 9 Demonstrate your financial strength and Imperial Supplies is a part of the Grainger family of companies since 2009. stability with meaningful data. This could Attached is a Grainger Fact Book from 2020 that includes financial information. It include such items as financial statements, is attached as file "Grainger_FB20" SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Here is a breakdown of revenue (Grainger/Imperial); Upload supporting documents (as applicable) in the document upload section of your Grainger $10.4 B and Imperial Supplies $174.5 M in 2017 response. Grainger $11.2 B and Imperial Supplies $203.9 M in 2018 Grainger $11.4 B and Imperial Supplies $233.2 M in 2019 Grainger $11.8 B and Imperial Supplies $242.6 M in 2020 In 2021 Imperial is on pace for $273M in revenue 10 What is your US market share for the Imperial Supplies market share within the Auto/Fleet markets is 18%. Imperial has solutions that you are proposing? had an 10.86% growth CAGR since 1986. Currently our two fastest growing markets are in automotive and government fleet garages (state, city, county). 11 What is your Canadian market share for the While Imperial Supplies does service some of our National Accounts in Canada this solutions that you are proposing? Market is not in scope for this bid. As we continue to grow Imperial has plans to offer full program within the next 3-5 years in the Canadian Market. Until then Imperial would entertain Canadian customers on a case by case basis. 12 Has your business ever petitioned for No. bankruptcy protection? If so, explain in detail. Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 13 How is your organization best described: is Imperial is a national distributor of fleet maintenance products and inventory it a manufacturer, a distributor/dealer/reseller, management programs. We own and operate 22 DCs across the US. It is our or a service provider? Answer whichever mission to provide you with an efficient and effective system to order and stock fleet - question (either a) or b) just below) best specific maintenance parts. Imperial is committed to providing the most applies to your organization. technologically advanced procurement applications for fleet maintenance parts in the a) If your company is best described as industry. a distributor/dealer/reseller (or similar entity), provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 14 If applicable, provide a detailed explanation Imperial's focused and disciplined Quality Assurance Program guarantees that outlining the licenses and certifications that products satisfy SAE, IFI, DOT, OSHA, and UL standards. Imperial performs are both required to be held, and actually product quality audits and works with third party testing labs to ensure manufacturing held, by your organization (including third specifications are met. Additionally Imperial offers Lot Traceability with the majority parties and subcontractors that you use) in of it's parts. pursuit of the business contemplated by this RFP. 15 Provide all "Suspension or Debarment" N/A information that has applied to your organization during the past ten years. Table 3: Industry Recognition & Marketplace Success Line Item Question Response* 16 Describe any relevant industry awards or Imperial Supplies does not have an industry awards, we are not aware of any for recognition that your company has received our field (small maintenance parts). However we have been awarded supplier of in the past five years the year from many of our National Accounts including... Penske, UPS, Fed Ex, WalMart, YRC and many other smaller customers. 17 What percentage of your sales are to the Imperial Supplies government markets are 2% of overall sales today. We have governmental sector in the past three years 400+ active government customers. Until 2021 Imperial was not actively seeking new government customers. This was a directive from our parent company Grainger back in 2010 as government was no longer in scope for targeted new business opportunities. In 2010 Imperial's percentage of government sales were 11%. In January that focus has been changed and Jason Bergstrom (Director of New Business) is responsible for this market. To date we have been awarded 5 government contracts since our re -engagement. Most notably with Dulles International Airport, IN DOT, and Sacramento Municipal Utility Department. 18 What percentage of your sales are to the For our Government markets the Education Sector makes up 20% of our revenue education sector in the past three years and is our second largest sector next to State/County/City Fleet Garages (30%). 19 List any state, provincial, or cooperative Imperial has held coop purchasing contracts in the past with Buy Board, Bid Sync purchasing contracts that you hold. What is (now Periscope), WSCA (now NASPO) and multiple regional coops. However the annual sales volume for each of these these contracts have since expired (per question 17). contracts over the past three years? 20 List any GSA contracts or Standing Offers N/A 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 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 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* Washington Dulles International Airport Jonathon Gordon (703) 572-2871 Dorchester School District Jason Howell (843) 209-1879 City of Saint Francis Bob Melton (414) 316-4332 More references from the Private sector are available upon request. More references from the Private sector are available upon request. More references from the Private sector are available upon request. 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 / * Scope of Work * Size of Transactions * Dollar Volume Past Three * Province Years Washington Government Virginia - VA All small maintenance parts and 486 orders $262,000 Dulles Airport supplies for past 10 years. Just 4,119 SKUs awarded future 5 year contract. Indiana DOT Government Indiana - IN All small maintenance parts and 106 orders $71,000 since first order supplies. Awarded business in 1,709 SKUs in June of 2020. June 2020 in District 6 and now rolling out across all districts. Monroe County Government Florida - FL All small maintenance parts and 9 orders in pandemic $36,000 since November supplies. Awarded pandemic supplies 2020 products in November 2020. New Jersey Government New Jersey - NJ All small maintenance parts and 240 orders $106,000 Transit I I supplies 1,632 SKUs Walton County Government Florida - FL All small maintenance parts and 66 orders $89,000 supplies 308 SKUs 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. Line Question Response* Item Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 23 Sales force. Imperial Supplies employs 228 sellers to service our customers (660+ employees total). All of our employees are FTE and direct with Imperial Supplies. The Marketing plan attachment has many coverage maps of our sales staff and DC map. 188 are Dedicated Account Advisors (DAA) that service each shop location over the phone. This greatly reduces OE which Imperial passes on to the customer. Additionally our DAAs can contact more customers in a day vs a route model. This means we have 10x the customer contact. Every account with Imperial has a DAA assigned. 75% of this work force is in Green Bay WI with the remaining working remote across the country. 22 are Regional Sales Managers (RSM). This is our New Business segment and RSMs perform over 220 customer shop reviews with analysis reports to document savings before program roll out. Together the RSM and DAA partner with the Corporate decision maker to install our core program in the field. RSMs will service the account for 2 years at which point the fall off the account and a National Account Manager then manages the partnership. The DAA remains constant through this transition. All of these employees are located remote across the country, central to their territory. 18 are National Account Managers. This group manages the long term partnership. They are charged with providing continued value with standardization across 40+ product groups, leverage private label brands, continued inventory compression and SKU reduction. Half of this sales force in in Green Bay WI and the remaining are remote across the US. Supporting our 228 sellers (and customers) are 17 Customer Service Representative, 4 Sales Operation Support, 5 Product Technicians, and 7 Product Managers. All of these employees are in Green Bay WI. 24 Dealer network or other distribution Imperial has developed a National distribution network based on five regional methods. distribution centers. Each center is capable of supplying its US quadrant with all key items within our catalog offering. Based on regional monthly demand we guarantee a 98% fill rate in the Continental US using our five geographic regional network. Our streamlined capabilities allow us to ship over 35,000 parts to 27,000+ fleet customer locations with 41,000+ locations. Orders shipped from Imperial have less than 1% chance error, every order placed before 3:OOpm CST will be shipped the same day and all other orders within 24 hours, and our unmatched error -free shipping eliminates excess inventory at shop locations. DCs are in, Janesville WI Scranton PA Charlotte NC Reno NV Dallas TX 25 Service force. Imperial Supplies has 44 Field Service agents across the US that conduct over 6,500 site visits to set up new business locations or maintain existing customers. This team works in tandem with sales to keep the corporate program reflected at the shop level. Duties performed are labeling product with bar codes, organizing per customer direction, assigning location codes for quick order put away, reducing stock for credit, eliminating "D" movers for credit and product standardization per corporate direction. This is a value added program that is no charge to our customers. These Field Service Agents are remote across the US to keep tight coverage over all regions. 26 Describe in detail the process and Imperial Supplies has 17 Customer Service Representatives (CSR) supporting our procedure of your customer service sales teams and customers. Each CSR has between 10-14 sales representatives on program, if applicable. Include your their team. On average per CSR they have a response time of 17 minutes to response -time capabilities and missed calls, handle over 100 special orders/day, run specialty spend reports, and commitments, as well as any incentives manage all returns. that help your providers meet your stated service goals or promises. For added detail... it is our Dedicated Account Advisors that have metrics for customer service (incentives). Each metrics in number of calls, phone minutes, and new ship to locations for each month. These metrics are critical to maintaining excellent customer service and our Managers track these metrics daily. At Imperial if your metrics are met or exceed then the sales goals will follow while customer satisfaction remains high. Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 27 Describe your ability and willingness to Imperial Supplies is a National distributor and services all 50 states. There are no provide your products and services to restrictions to our program offering in the US. Our DC network is set up to reach Sourcewell participating entities in the 93% of our customer base in 1-2 day lead times. We have 5 DCs servicing the United States. US, 3 of those are new in the last 5 years (replaced outdated, smaller DCs). We have future plans for a 6th DC in the Pacific Northwest. Add in Graingers 14 DCs and Imperial offers 1.7M MRO products with the quickest and most accurate pick, pack, and ship metrics. 28 Describe your ability and willingness to Imperial Supplies is not including Canada as part of our Sourcewell offer at this provide your products and services to time. We do supply products to 9 National Accounts in Canada today. We have Sourcewell participating entities in Canada. future plans for a DC in Canada to expand our services and will be sure to keep Sourcewell updated on those efforts. 29 Identify any geographic areas of the United Per questions 28 Canada is not in scope for our offer to Sourcewell. Otherwise States or Canada that you will NOT be there are no areas we do not fully service in US. fully serving through the proposed contract. 30 Identify any Sourcewell participating entity Grainger owns Imperial Supplies, as a result there may be some Federal sectors (i.e., government, education, not -for- Government entities that they already service and would continue to service. Imperial profit) that you will NOT be fully serving Supplies was purchased by Grainger back in October of 2009, about a year later through the proposed contract. Explain in Grainger leadership made the decision that Imperial would no longer focus in detail. For example, does your company Government Markets. As a result we serviced any existing Government customers have only a regional presence, or do other over the last 10 years but we did not actively seek any new business in Government cooperative purchasing contracts limit your Markets. Leadership discussions between Grainger and Imperial have reversed that ability to promote another contract? decision in August of 2020. Since then Imperial has a business strategy written to grow our Government Market services and value. Government Markets are currently our fastest growing segment since August of 2020 with 40% growth and 89 new ship to locations. 31 Define any specific contract requirements Not Applicable. or restrictions that would apply to our participating entities in Hawaii and Alaska and in US Territories. Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA Table 7: Marketing Plan Line Item Question Response* 32 Describe your marketing strategy for Please see the attached pdf deck that will review our company and marketing strategy. promoting this contract opportunity. Attachment labeled "Imperial Supplies introduction to Sourcewell - Business Model" Upload representative samples of your marketing materials (if applicable) in Jason Bergstrom would like to walk you through a business case demonstrating Imperial the document upload section of your Supplies forensic analysis of typical overstock and overspend found with Vendor Managed response. Programs. We don't have a place to attach an example but Jason would be happy to demo an example for you. To summarize... Imperial Supplies brings control and visibility to a below radar spend with an added value program that cuts your spend, inventory, and time investment by 50%. We will market to Sourcewell member the same way we do in the private sector. Uncover opportunities to reduce cost through forensic analysis of spend. Build a business case for customer approval demonstrating how Imperial will partner to drive savings. This is a no risk, no cost process. After customer approval we begin the program conversion and roll out site by site. Our Field Service team will install the program at each shop. From there Imperials sellers work side by side with our customers with the goal to become a key partner that drives unwanted cost our of their organization. 33 Describe your use of technology and At Imperial Supplies we have a dedicated team across our Marketing and HR digital data (e.g., social media, departments for Social Media platforms like Facebook and Linkedln where we are most metadata usage) to enhance active. We drive education for our fleet customers, shout out employees, and recognize marketing effectiveness. customer milestones to drive awareness to our program capabilities. Additionally our growth trajectory requires us to grow our employee base by 250 associates over the next 5 years. Social Media also allows us to recruit to support that future growth. 34 In your view, what is Sourcewell's role Jason Bergstrom leads the Government Markets for Imperial Supplies. Through Jason in promoting contracts arising out of Imperial Supplies would like to have 2 meetings a year to review our work in the field this RFP? How will you integrate a while bringing opportunities of cost savings to Sourcewell membership partners. Our small Sourcewell-awarded contract into your maintenance parts are often below radar (expensed) and our program is customer built to sales process? bring visibility and control in an area of spend that is often hidden. Based on a Sourcewell vendor review there our no other vendors that offer our program capabilities in these product categories. This would mean new revenue opportunities for Sourcewell and added value and cost savings to the membership. The current government market continues to be stressed with short funds. Our program will bring savings in areas where below radar spend is driving up costs. During these visits Imperial would bring spend data supporting our cost saving efforts (per our contracted agreement metrics) to outline success and target future value and benefits to the Sourcewell membership. 35 Are your products or services All products are available in an e-procurement platform. Imperial has extensive experience available through an e-procurement integrating with the following system platforms: Ariba, Oracle, CDK, TMT, Aero exchange, ordering process? If so, describe your People Soft, Coupa, EDI, and many proprietary systems. We have done Punch Out and e-procurement system and how Hosted Catalogs in each of these platforms. Imperial will make all reasonable efforts to governmental and educational adhere to Sourcewell's requests regarding the creation of an e-procurement ordering customers have used it. process. We also have experience uploading spreadsheets from other systems into an order. Table 8: Value -Added Attributes Line Item Question Response* 36 Describe any product, equipment, Imperial has a team of Product Technicians and Product Managers that are involved with maintenance, or operator training customer training on a daily basis. Often times these team members are pulled into programs that you offer to customer calls to train or bring education to a product. These team members may also Sourcewell participating entities. travel for educational, training, and consulting purposes. These are free however some of Include details, such as whether these training sessions in person may come with a charge. For example we administer training is standard or optional, Fastener, Brass and Electrical Training to support customer technicians to qualifying who provides training, and any customers. The costs associated with this are to cover travel expenses. costs that apply. Additionally Imperial provides technical publications via CD, hard copy and online at no cost. Imperial's home page currently features approved product application manuals for Brass, Electrical and Fastener training. Additional topics can be added per corporate request. Product training is customized to meet the individual needs of each and every customer. Available formats include: On -Site Training, Video Training, Video Conferencing, Web Conferencing, and Product Specific Handbooks. Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 37 Describe any technological Imperial continues to operate utilizing the Partnership Concept. Technological advancements advances that your proposed are implemented based on customer request and Imperial works to continually address products or services offer. specific customer needs in multiple markets, then implement new technology to meet customer needs. Technology sets Imperial apart from other parts distributors. Imperial is dedicated to coupling innovation and technology to help fleet companies reduce expenses and increase profits. Imperial's technological advancements include: Barcode Labels for Imperial and Non -Imperial Product, Purchasing Platform Interfaces, Electronic Data Interchange, Electronic Funds Transfer, Electronic Price Files, Order Data Transfer, Electronic Order Reconciliation, Bar - Coded Packing Slips, Aftermarket Order Program, Customer Bin Location Barcode Labels, Custom & Automated Bin Location Modifier, Colored Inventory Barcodes, Colored Barcodes for Ordering Efficiency, Barcode Label Re -Order Points, GL Code Identification, Split GL Code Invoicing, Priced & Dated Product Labels, Customer Part Numbers on Barcode Labels, Automatic Order Confirmation, Invoice Lot Tracking, Peel -Off Barcode Labels, P- Card Level III Capabilities, Web Push Program, ScanTel Scanner Program, and creation of a Dedicated Customer Web Link. 38 Describe any "green" initiatives Imperial Supplies customers have increasingly requested environmentally preferable products that relate to your company or to and over the years we have significantly expanded our product portfolio to fulfill customer your products or services, and needs. Through this portfolio, we're able to help customers maintain sustainable facilities include a list of the certifying thru efficient energy management (LED lighting), water conservation (flow control), waste agency for each. reduction (bulk chemicals) and improved indoor air quality (filtration). We will continue to support customer green initiatives by seeking solution based products that fit our changing customer needs. 39 Identify any third -party issued eco- Not Applicable labels, ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. 40 Describe any Women or Minority Imperial continues to drive more and more vendor purchases from WMBE, SBE, and Business Entity (WMBE), Small Veteran owned businesses. We have a goal to grow these vendors by 50%. Today about Business Entity (SBE), or veteran 6% of our vendors fall into this mix. owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. 41 What unique attributes does your Imperial Supplies prides itself on its people and our business model. Both are unique in company, your products, or your the truck, auto, and bus industry. At Imperial the customer is King. services offer to Sourcewell participating entities? What makes In 1958 our founder Don Long, a small parts route salesman, realized he could service your proposed solutions unique in more customers at a better value by leveraging technology (phone sales at that time). By your industry as it applies to removing the route salesman you remove a large expense. But even more important you Sourcewell participating entities? remove outside influence to the product needs and inventory levels that do not benefit the customer. That day Don changed the game and Imperial Supplies was born. We've been growing ever since and today we are the #1 supplier of small maintenance parts in the US Fleets. We ask curious questions and look to solve customer challenges with product and technology based solutions. Our first National Account (FedEx) in the late 70's was a perfect example. They needed a centralized program for small parts so we introduced new technology (Scan Tel Bar Codes) to control ordering, bring visibility, and speed deliveries. This solution led to our first National roll out and we've continued this mindset into GL coding, Lot tracing, UNSPSC codes, VMRS codes, custom re -orders... this list goes on. Recently we are integrating with large automotive software companies to support Job Costing for Service King and other customers. Our people make up our culture and they are just as important as our business model. We preach speed and urgency to our customers needs. Maybe it's the Midwest mindset, but really its our program, model, and training that is the structure for our great customer service. It's why we've had 30+ year relationships with our top 20 National Accounts. Companies like UPS, WalMart, Schneider, JB Hunt, FedEx, Penske, Ryder, Pepsi and Waste Management. Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Item Question Response* 42 Do your warranties cover all products, parts, and Imperial stands behind all products sold. Imperial warrants products against labor? defects in materials and workmanship under normal use for a period of one (1) year after the date of purchase, unless otherwise stated. Imperial's Limited Warranty terms do not apply to sourced products or custom products. 43 Do your warranties impose usage restrictions or Imperial imposes no unique restrictions. Imperial warrants products against other limitations that adversely affect coverage? defects in materials and workmanship under normal use for a period of one (1) year after the date of purchase, unless otherwise stated. 44 Do your warranties cover the expense of Imperial's product offering rarely requires a technician for repair.Provided that technicians' travel time and mileage to perform Imperial accepts the product for return during the limited warranty period, warranty repairs? Imperial may, at its option: (i) repair; (ii) replace; or (iii) refund the amount paid by the Participating Entity. Imperial's repair, replacement, or refund of amounts paid by Participating Entity for the product, shall be Participating Entity's sole and exclusive remedy. 45 Are there any geographic regions of the United No, there are no geographic regions of the United States that Imperial is States or Canada (as applicable) for which you unable to perform warranty repairs for product, if needed. Participating Entity cannot provide a certified technician to perform should call (800) 558-2808 for a product warranty claim. Imperial will decide, warranty repairs? How will Sourcewell in its sole discretion, to replace, repair, or refund the product. participating entities in these regions be provided service for warranty repair? 46 Will you cover warranty service for items made by Imperial does stand behind our products sold however Imperial is not a other manufacturers that are part of your proposal, manufacturer of product. We are a distributor. Participating Entities should or are these warranties issues typically passed on call (800) 558-2808 for support and information on a specific manufacturer's Ito the original equipment manufacturer? warranty. 47 What are your proposed exchange and return To return a product during the Limited Warranty Period, Participating Entity programs and policies? must call 800-588-2808 for a return authorization number. Each return authorization number is valid for thirty (30) days. There is no restocking fee, except as otherwise noted below, if products are returned within the Limited Warranty Period in saleable condition, with manufacturer's original packaging unblemished and all accessories, manuals and warranties included. Please include a copy of the packing list or invoice with a reason for the return. Late returns and incomplete returns will incur a 15%, or higher, restocking fee. Imperial reserves the right not to accept returns received after the expiration of the Limited Warranty Period. Further details on Imperial's standard warranty are found at www.imperialsupplies.com. 48 Describe any service contract options for the Not applicable. Imperial does not provide services where warranty applies. items included in your proposal. We do offer field service to set up or maintain the program at the customer shop. If for some reason this service is not performed to proper expectation a return visit will remedy. Our field service program is no charge for our customers. Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA Table 10: Payment Terms and Financing Options Line Item Question Response* 49 What are your payment terms (e.g., net 10, net 30)? Imperial's payment terms are '/z% 10 days, Net 30 50 Describe any leasing or financing options available for use Not applicable by educational or governmental entities. 51 Briefly describe your proposed order process. Include Imperial offers many ways to receive an order. Online website, enough detail to support your ability to report quarterly mobile application, system integration (i.e. EDI, Ariba, Coupa, etc), sales to Sourcewell as described in the Contract template. email, phone or fax. In each case the process follows the same For example, indicate whether your dealer network is flow to reduce the acquisition cost of small maintenance parts. included in your response and whether each dealer (or Here is an example of a mobile app order. It all starts at the shop some other entity) will process the Sourcewell participating level where our field service team has organized and labeled each entities' purchase orders. storage bin with a Scan Tel bar code identifying the part. Typically we have 1500 SKI -Is labeled on average in a shop. These are sort per customer direction with "A" and "B" movers color coded to be visual in order process. Simply scan the bar codes that need ordering and set your quantity in the app. Question you may have will be answered by a Dedicated Account Advisor assigned to your account. Once the order is submit it may need approval, if that is the case an electronic notification is sent to the approver before Imperial processes that order. All orders received by 3pm CST are processed and shipped same day. Imperial capture each sale and offers hundreds of purchase reports to track and review spend. These reports can be autogenerated monthly or sent on demand. These reports offer granular detail to help Imperial reduce inventory, standardize purchasing, and reduce cost across multiple customer locations. We also offer GL Coding for invoicing. Typically within 2 days we the completed order process life cycle... order, authorize, confirm, ship, receive/reconcile, stock, pay and maintain. 52 Do you accept the P-card procurement and payment Imperial will transact P-card for Federal government Participating process? If so, is there any additional cost to Sourcewell Entities. participating entities for using this process? Table 11: Pricing and Delivery 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. item Question Response* Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 53 Describe your pricing model (e.g., line -item discounts or Imperial Supplies operates a specific price book for each product -category discounts). Provide detailed pricing data customer. These price books are customized to each market (including standard or list pricing and the Sourcewell based on volume and usage from hundreds of market analysis in discounted price) on all of the items that you want the field to provide the most competitive offer. Imperial does not Sourcewell to consider as part of your RFP response. If contract with our suppliers, instead we value the ability to be nimble applicable, provide a SKU for each item in your proposal. and move our volume to different suppliers based on market Upload your pricing materials (if applicable) in the conditions, COGS. This helps us bring the lowest market cost to document upload section of your response. our customers for our core product in our 5 DCs. Our Sourcewell offer has 390 featured line items in the attachment "Exhibit A". These are the "A" movers for the auto, truck, and bus markets in our offering and we've applied aggressive pricing inline with the scale and leverage of Sourcewell. All of our product offering is open in our Sourcewell members. For products that are drop shipped to our customers through the Grainger DC network we us Grainger's web price as our offer. Additionally we apply 21 category discounts off of Contract Reference Pricing to further drive value to Sourcewell members. This offering and pricing is seamless once logged into our website experience. We can provide Sourcewell with login credentials to view all pricing, all we need is an email address and Jason Bergstrom can set up that account for you. Online we have over 350,000 SKUs listed and organized by 3,000+ web sub categories. If there is a Grainger item a customer needs that is not yet on our website our Dedicated Account Advisor can take that order (same day) and within one hour the part number is assigned and added to the order (again same day). Within 24 hours that "new" item is added to our website offering online for viewing. On a whole Sourcewell has by far the most aggressive pricing program structure for all our Government Markets. 54 Quantify the pricing discount represented by the pricing Imperial Supplies operates a specific price book for each proposal in this response. For example, if the pricing in customer. These price books are customized to each market your response represents a percentage discount from based on volume and usage from hundreds of market analysis in MSRP or list, state the percentage or percentage range. the field to provide the most competitive offer. Imperial does not contract with our suppliers, instead we value the ability to be nimble and move our volume to different suppliers based on market conditions, COGS. This helps us bring the lowest market cost to our customers for our core product in our 5 DCs. Our Sourcewell offer has 390 featured line items in the attachment "Exhibit A". These are the "A" movers for the auto, truck, and bus markets in our offering and we've apply aggressive pricing inline with the scale and leverage of Sourcewell. For the category discounts offered on 21 segments of products our Contract Reference Price discounts range from 6% to 30%. Imperial Supplies understands that Sourcewell requires the pricing to be simple and through our online experience with the member it is. Jason Bergstrom can supply answers to pricing questions you may have. 55 Describe any quantity or volume discounts or rebate Imperial Supplies is willing to review pricing and volume discounts programs that you offer. for adjustments to be made based future volumes as we build our relationship. Typically any adjustments would be made annually. But we would discuss relevant changes at any time during our agreement and follow proper written procedures of notification. 56 Propose a method of facilitating "sourced" products or Imperial Supplies does have a sourcing program for items outside related services, which may be referred to as "open of our product offering. These events are performed on a case by market" items or "nonstandard options". For example, you case basis and price quotes are good for 30 days. may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request. 57 Identify any element of the total cost of acquisition that is Imperial Supplies does not have any additional acquisition costs for NOT included in the pricing submitted with your response. product in our 5 DC network. Some sourced our bulk items This includes all additional charges associated with a (chemicals) may require an additional charge which would be purchase that are not directly identified as freight or discussed and agreed upon with Imperial and the customer before shipping charges. For example, list costs for items like pre- the order was processed. delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 58 If freight, delivery, or shipping is an additional cost to the Imperial is offering a $100 order minimum for free freight. Our Sourcewell participating entity, describe in detail the average order size per customer is $326/order (with 14 line complete freight, shipping, and delivery program. items). Order discipline is easy to manage and allows Imperial to keep the proper order density to minimize freight impacts. Typically customers will order once or twice a month. We've lowered our standard minimums from $400 to $100 to help drive early program adoption for Sourcewell members. Keeping our $100 minimum helps us drive aggressive pricing in the market. 59 Specifically describe freight, shipping, and delivery terms or Our standard $100 freight rate applies in Alaska and Hawaii but programs available for Alaska, Hawaii, Canada, or any not Canada as it is out of scope for this Sourcewell offer. We offshore delivery. may have longer lead times for Alaska and Hawaii and work with those customers to educate on order cycles. 60 Describe any unique distribution and/or delivery methods or Typically 93% of our products ship by Parcel. Some larger items options offered in your proposal. may ship LTL. Otherwise there are few unique deliveries and those are typically through sourced orders. Table 12: Pricing Offered Item The Pricing Offered in this Proposal is: * Comments 61 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. Table 13: Audit and Administrative Fee Line Item Question Response* 62 Specifically describe any self -audit process or program that you Following execution of a contract with Sourcewell, an plan to employ to verify compliance with your proposed Contract internal "summary" document is completed by a member of with Sourcewell. This process includes ensuring that Sourcewell Imperial's Contract and Compliance Team. This summary participating entities obtain the proper pricing, that the Vendor ensures all necessary departments with a "need to know" are reports all sales under the Contract each quarter, and that the aware of any actions pursuant to the terms of the contract, Vendor remits the proper administrative fee to Sourcewell. such as pricing for applicable Participating Entities, reporting, and notice of Admin Fee to be paid each quarter. 63 Identify a proposed administrative fee that you will pay to The following verbiage is proposed to be detailed in our Sourcewell for facilitating, managing, and promoting the Sourcewell contract, if awarded: Contract in the event that you are awarded a Contract. This fee "Vendor will offer Sourcewell 2% Admin Fee program in is typically calculated as a percentage of Vendor's sales under the accordance with the Term outlined herein ("Admin Fee"). Contract or as a per -unit fee; it is not a line -item addition to the Based on the terms provided herein, Admin Fee will be Member's cost of goods. (See the RFP and template Contract for calculated based on Participating Entities' (designated as additional details.) Parent 8EW in Vendor's internal system) total net purchases after discounts, credits, and amounts deemed uncollectible have been applied. Admin Fee will be provided to Sourcewell within 30 days of the conclusion of each quarter as detailed in the "Quarterly Admin Fee Schedule" below. Vendor reserves the right to adjust any aspect of the Admin Fee due to any merger or acquisition that Sourcewell is a party to during the Term of this Agreement. Vendor reserves the right to decline Participating Entities' total net purchases from contributing to Admin Fee due to, but not limited to, an existing relationship with said Participating Entity(ies). Vendor reserves the right to withhold portions of Admin Fee until any past due amounts due to Vendor from Participating Entity(ies) have been satisfied. Admin Fee may be adjusted annually." Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Item Question Response" 64 Provide a detailed description of the Imperial Supplies is offering all of its programs and services to Sourcewell, some equipment, products, and services that you examples are list below. are offering in your proposal. Auto -Reorder Auto -Reorder is a convenient way to help you ensure the Imperial products you use most often are on hand when you need them. You first decide the first shipment date and subsequent orders will ship at the frequency you choose. Cabinet Program Our program allows you to own your cabinets, drawers and bins. Simply purchase the cabinetry at current prices and you will receive a discount on all subsequent invoices. Custom Kits Imperial wants to help you develop custom product kits that add value by delivering time and labor savings. Custom Logo Safety Program Imperial's Custom Logo Safety Program gives you the ability to add your company logo to various safety and signage options. Field Service A Field Service Technician will visit your location to clean, organize, and label your cabinets, drawers, and bins with Imperial labels. Each label lists the part number, full description, and box quantity for easy ordering. File Import Quickly upload spreadsheet files into an order. Inventory Balance Program Balance your inventory to your current requirements. Imperial has the solution for your overstocked or obsolete parts. Ship us your excess inventory and we'll credit your future orders. Inventory Reduction Program Our Inventory Balance Program allows you to reduce and streamline your miscellaneous parts and supplies inventories. Overstocked and obsolete product can be returned to us for credit that you can apply towards future purchases. Lot Tracking Imperial Supplies LLC is in complete compliance with the Fastener Quality Act. Not only do we place lot tracking numbers on our packing labels, we go one step further and add lot tracking numbers on our invoices for quick, easy access. Mobile App Access and purchase over 25,000 fleet maintenance products on mobile devices. See detailed product information and complete purchases conveniently while on the go. Order Approval Your time is valuable. Taking care of business on the go is essential. Speed up the time it takes to submit and approve your orders. Use order approval on imperialsupplies.com or download the Imperial App to approve orders anytime, from anywhere! Purchasing Platform EDI provides your company with the ability to exchange business documents with Imperial electronically. Purchasing Reports These reports provide you with information to determine what items and quantities to stock. ScanTel® Purchasing Imperial's ScanTel® is a fully automated purchasing system. This technology allows you to scan barcode labels and place your entire order via telephone, directly to our computer, 24 hours per day, seven days a week. Summary Billing Program Eliminates the need to match invoices, purchase orders, and receiving records for each shipped order. Vehicle Maintenance Reporting Standards VMRS codes on packaging labels have been available since 1999. This industry standard has been led by the TMC (Technology and Maintenance Council), which Imperial is an active member. More information on these programs and services can be found in attachment "Imperial Supplies Services". If you would like further detail on any of these services you may contact Jason Bergstrom 920-857-7844. 65 Within this RFP category there may be All of our services are outlined in question 64 or in other questions. That said we subcategories of solutions. List subcategory are always looking to add new value added services to support our customer titles that best describe your products and base. Job Costing and Vending are two recent additions to services that were services. customer driven. Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 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 m Ite66 Category or Type Offered' Comments Air conditioning, heating, cooling, and r Yes Imperial Supplies carries small maintenance parts associated with climate control r No this category of product. 67 Alternators, starters, batteries, r Yes Imperial Supplies carries small maintenance parts associated with electrical, and ignition systems r No this category of product. 68 Bearings - ball and roller Yes Imperial Supplies carries small maintenance parts associated with r No this category of product. 69 Belts, hoses, gaskets, and seals r Yes Imperial Supplies carries small maintenance parts associated with r No this category of product. 70 Brakes Yes Imperial Supplies carries small maintenance parts associated with r No this category of product. 71 Bumpers, body, cab, and chassis r Yes Imperial Supplies carries small maintenance parts associated with parts r No this category of product. 72 Emission and exhaust Yes Imperial Supplies carries small maintenance parts associated with r No this category of product. 73 Engine and drive train c Yes Imperial Supplies carries small maintenance parts associated with r No this category of product. 74 Filters - oil, fuel, air, and transmission r Yes r No 75 Oils and lubricants - regular and c Yes synthetic r No 76 Pumps - fuel and water r Yes (-- No 77 Safety and security systems r Yes r. No 78 Interior and exterior parts and C: Yes Imperial Supplies carries small maintenance parts associated with accessories r No this category of product. 79 Lamps, lighting, mirrors, and wiring c Yes r No 80 Pumps - fuel and water r Yes r. No 81 Suspension, shocks, struts, and Yes Imperial Supplies carries small maintenance parts associated with steering r No this category of product. 82 Wipers and washers r Yes Imperial Supplies offers all major brands, additionally we have r No private label offerings at a large costs savings. WalMart, UPS, Penske and many other customers use our brand exclusively. 83 Heating and cooling (engine) Yes r. No 84 Vehicle paint and primer C: Yes Imperial carries private label paint as well as major brands. r No 85 Tires, OEM vehicle parts, and garage r Yes Imperial Supplies specializes in all fleet maintenance equipment and fleet maintenance equipment, r No supplies and tools. tools and supplies as described in RFP Section ll. B. 1. b. We do not carry Tires or OEM parts however we supply all the small parts that connect them to a vehicle. Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA Table 15: Industry Specific Questions Line Item Question Response* 86 If you are awarded a contract, provide a If Imperial Supplies is awarded the contract there will be multiple actions to track few examples of internal metrics that will success on this opportunity. be tracked to measure whether you are having success with the contract. 1) There will be a Sourcewell playbook training conducted to roll out our program with all sellers/managers. 2) During Sales Manger Meetings (held twice a month) Jason Bergstrom will be sharing revenue data, in field call support needs, and funnel tracker (of all Government activity, with Sourcewell itemized). 3) Jason Bergstrom will be making sales calls in the field with our Regional Sales Managers to help drive opportunity. Additionally we will broadcast success stories internally to our sellers. We have a new business goal for our sellers to have 20% of their funnel filled with government opportunities. 4) Jason Bergstrom will be reporting success with Sourcewell as part of our monthly strategic planning. Coop growth is one of 6 main targets to grow our government markets, and one of our more critical targets to accelerate growth. 87 Describe any electronic service Not Applicable. programming subscriptions and service information provided within your proposal along with any associated costs. 88 Describe your ability to provide Imperial Supplies has thousands of customer reporting capabilities driven from our customized reports of historical purchases CM system. We track everything internally, this is how we support visibility to and participating entities accounts payable customers in this hidden/expensed spend category. We have an existing report management. (CU377 in our system) that captures all of Sourcewell metric needs outlined in the bid. We can also customize future reporting needs you may have if existing reports do not fit future metric requirements. Much of this reporting is also available online to our customers once logged into their account which allows for on demand data for account holders. 89 Describe any online parts catalog and All of Imperial Supplies online tools are available at no charge. All our are ordering capabilities that can be provided products are available in any ordering channel. Additionally the mobile application is or are included. If applicable, identify any a free download with no fees for use. Last, our hand held scanners are fee of additional costs associated with this charge for use (we do ask the be returned and we pay return shipping). Between service. these three tools 65% of our customer orders flow through these channels. EDI or other electronic integrations are 23% of order channels. The remaining come from phone, email or fax. 90 Identify the vehicle makes for which your Our product offering covers all makes of vehicles within Truck, Auto, and Bus. This offered parts are used. offering also covers all fuels (gas, diesel, CNG, etc). We continue to add specific part needs for electric vehicles as we have National accounts with Tesla, Rivian, and others. 91 Identify the vehicle engine types for which Our product offering covers all makes of vehicles within Truck, Auto, and Bus. This your products are manufactured (e.g., offering also covers all fuels (gas, diesel, CNG, etc). We continue to add specific gasoline, diesel, CNG, propane, hybrid, part needs for electric vehicles as we have National accounts with Tesla, Rivian, and electric, etc.) others. 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. Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 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 - Grainger_FB20.pdf - Thursday March 25, 2021 09:19:53 • Marketing Plan/Samples - Imperial Supplies Introduction to Sourcewell - Business Model pdf.pdf - Thursday March 25, 2021 12:16:58 • WMBE/MBE/SBE or Related Certificates (optional) • Warranty Information (optional) • Pricing - Exhibit A (Product Pricing).xls - Wednesday March 24, 2021 10:02:40 • Upload Additional Document - Table 16 - Additional Clarification.pdf - Wednesday March 24, 2021 10:02:25 Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 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: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury_gov/ofac/downloads/sdnlist.pdf; 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: https://sam.gov/SAM/; or Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: C14AOAB5-DA3F-4572-8F53-5AEF12076CDA 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government 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. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Jason Bergstrom, Director New Business Development, Imperial Supplies LLC 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 a 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) Addend um_4_Aftermarket_Veh icle_Parts_RFP_032521 Fri March 19 2021 12:55 PM Addend um_3_Aftermarket_Veh icle_Parts_RFP_032521 Thu March 112021 12:31 PM Addend um_2_Aftermarket_Veh icle_Parts_RFP_032521 Fri February 19 2021 04:46 PM Addend um-1 _Aftermarket_Veh icle_Parts_RFP_032521 Thu February 18 2021 01:56 PM r r r r Bid Number: RFP 032521 Vendor Name: Imperial Supplies Holdings Inc DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP Sourcewell q4' Solicitation Number: RFP #032521 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and IEH Auto Parts LLC dba Auto Plus Auto Parts, 901 N. Lenola Road, Moorestown, NJ 08057 (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. Sourcewell issued a public solicitation for Aftermarket Vehicle Parts and Supplies from which Vendor was awarded a contract. 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 May 19, 2025, unless it is cancelled sooner pursuant to Article 22. 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 14 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. Rev. 10/2020 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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 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. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances. Vendor will pass -through all manufacturer warranties to the Participating Entity. Vendor's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. 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 time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Rev. 10/2020 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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 anytime 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 restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. Rev. 10/2020 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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 maybe 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. 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. Rev. 10/2020 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, 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. 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. D. 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. E. 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: • 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, Rev. 10/2020 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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 payment 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 Vendor's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. 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. Rev. 10/2020 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to 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. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six 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. B. 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. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. D. 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. E. 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. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern. F. 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. 10/2020 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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 reasonable 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. 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 notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: 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. Rev. 10/2020 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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. 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 the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws. 5. 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. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. 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. Rev. 10/2020 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 15. 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. 16. 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 declaration or finding and must be fully performed. 17. 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: 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. If the default remains after the opportunity for cure, the non -defaulting party may: Rev. 10/2020 10 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. 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 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 Rev. 10/2020 11 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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. Milli T1 u.0 u $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 "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 Rev. 10/2020 12 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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. 19. 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. 20. 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. 21. 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. Within this Article, all Rev. 10/2020 13 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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 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 Rev. 10/2020 14 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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 CONTRACTOR 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. §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 Rev. 10/2020 15 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 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. I. 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. 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. 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. Rev. 10/2020 16 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 032521-PEP 22. 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 DocuSigned by, E %Wayf,� By: COFD2A139D06489... Jeremy Schwartz Title: Chief Procurement Officer 5/13/2021 1 9:00 PM CDT Date: Approved: E DoccuSigneedby,y By: 7E42B8F817A64CC... Chad Coauette Title: Executive Director/CEO 5/18/2021 1 3:52 PM CDT Date: IEH Auto Parts LLC dba Auto Plus Auto Parts DocuSigned by: Ealn ��A.lne�cu. B�/. 5EA609F1136C4C8... 1 Brian Evanoka Title: Vice President Fleet Parts and Strategic Account Sales 5/18/2021 1 3:32 PM CDT Date: Rev. 10/2020 17 DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 RFP 032521 - Aftermarket Vehicle Parts and Supplies Vendor Details Company Name: IEH Auto Parts LLC Does your company conduct business under any other name? If Auto Plus Auto Parts yes, please state: 901 N Lenola Rd Address: Moorestown, NJ 08057 Contact: Cyrano Parsard Email: s498@autoplusap.com Phone: 855-214-9055 Fax: 800-723-1377 HST#: 47-3322066 Submission Details Created On: Wednesday March 10, 2021 13:51:32 Submitted On: Thursday March 25, 2021 10:54:57 Submitted By: Cyrano Parsard Email: s498@autoplusap.com Transaction #: 95e688e5-6577-449c-8e7d-9f383a04f26e Submitter's IP Address: 69.253.42.254 Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation). Line Item Question Response* 1 Proposer Legal Name (and IEH Auto Parts LLC dba Auto Plus Auto Parts applicable d/b/a, if any): 2 Proposer Address: 901 N Lenola Rd Moorestown, NJ 08057 3 Proposer website address: www.autoplusap.com 4 Proposer's Authorized Brian Evanoka - Vice President, Fleet Parts and Strategic Account Sales Representative (name, title, 901 N Lenola Rd address, email address & phone) Moorestown NJ 08057 (The representative must have bevanoka@autoplusap.com authority to sign the "Proposer's (855) 214-9055 Assurance of Compliance" on 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 Cyrano Parsard - Director of Major Accounts proposal (name, title, address, 901 N Lenola Rd email address & phone): Moorestown NJ 08057 cparsard@autoplusap.com (954) 235-0813 6 Proposer's other contacts for this Matthew Olson - Senior Manager of Major Accounts proposal, if any (name, title, 901 N Lenola Rd address, email address & phone): Moorestown NJ 08057 matolson@autoplusap.com (770) 548-3116 Table 2: Company Information and Financial Strength Line Question Response* Item Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 7 Provide a brief history of your company, Icahn Enterprises L.P. (NASDAQ: IEP), is a $2513 diversified holding company including your company's core values, engaged in seven primary business segments: Investment, Energy, Automotive, Food business philosophy, and industry longevity Packaging, Metals, Real Estate and Home Fashion. related to the requested equipment, products or services. June 2015 - Icahn Enterprises L.P. (NASDAQ:IEP) completes its acquisition of substantially all of Uni-Select USA, Inc.'s and Beck/Arnley Worldparts, Inc.'s assets, which supported the U.S. automotive parts distribution business of Uni-Select Inc. The new entity is now IEH Auto Parts LLC d/b/a Auto Plus. Icahn Automotive Group LLC (Icahn Automotive) was formed by its parent, Icahn Enterprises L.P. to invest in and operate businesses involved in aftermarket parts and service. The businesses of Icahn Automotive today consist of Pep Boys® automotive aftermarket retail and service chain, Auto Plus® automotive aftermarket parts distributor, Precision Tune Auto Care® owned and franchised automotive service centers, and AAMCO Total Auto Care franchised service centers. The businesses of Icahn Automotive total over 22,000 employees, over 2,000 company - owned and franchise locations and 25 distribution centers throughout the US and Puerto Rico. Auto Plus provides its customers with access to over two million replacement Parts, Tires, Tools, Equipment, Accessories, and related items for Light, Medium, and Heavy -Duty vehicles through an extensive network of suppliers. VISION: To be the most trusted business partner and employer in the automotive aftermarket. MISSION: To empower our customer family to succeed with great value, premium brand parts, unmatched expertise and solutions to make business easier. VALUES: INTEGRITY to do the right thing TEAMWORK to win PASSION for customer success SIMPLICITY to be easy to do business with PRIDE in our diversity, industry and environment GROWTH -DRIVEN to add value BUSINESS PHILOSOPHY: Exceed expectations with expertise at every turn. Over the past 20+ years, Auto Plus, formerly Uni-Select USA, Inc., has held a very dominant role servicing many complex fleets in various channels. We have serviced large fleets such as NY City 27,000 vehicles and the City of Philadelphia 6,000 vehicles. We have also serviced many Statewide Contracts including MA, RI, NY, PA, NJ, DE, MD and others. 8 What are your company's expectations in the In the event of an award, Auto Plus would first schedule a meeting with Sourcewell event of an award? stakeholders to jointly establish financial and membership targets along with a supporting marketing plan. As a current contract holder, our Executive Leadership, Management, and Sales Teams are very familiar with Sourcewell and have attended Sourcewell University, H2O, GTKU, and other training events which will allow us to quickly mobilize our teams to engage potential members. We currently do a significant amount of business in this space but believe we are just scratching the surface. Auto Plus would be honored to continue being a valued supplier to the Sourcewell membership. 9 Demonstrate your financial strength and Please see the attached "Exhibit I _ IEP_4Q 2020 Results" stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 10 What is your US market share for the Please keep in mind that the U.S. automotive aftermarket industry has a current solutions that you are proposing? estimated value of 80 billion in 2021. Of which, the U.S. our market is approximately 2%. 11 What is your Canadian market share for the Presently, Auto Plus does not have the capability to service the Canadian market. solutions that you are proposing? 12 Has your business ever petitioned for No bankruptcy protection? If so, explain in detail. Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 13 How is your organization best described: is Auto Plus is a traditional full line distributor of branded automotive and truck parts it a manufacturer, a distributor/dealer/reseller, who is authorized to act as such for the manufacturers proposed in this RFP. Our or a service provider? Answer whichever distribution network consists of both company owned stores as well as independently question (either a) or b) just below) best owned and affiliated Auto Plus'. Some of these independently owned businesses applies to your organization. may be submitting proposals on a direct basis to Sourcewell. Because of this, in a) If your company is best described as an effort to avoid collusion, Auto Plus has not confirmed our affiliate's desire to a distributor/dealer/reseller (or similar entity), participate in this RFP. Historically, the majority of our affiliated Auto Plus store provide your written authorization to act as a locations have chosen to participate in solicitations such as Sourcewell. Please see distributor/dealer/reseller for the manufacturer the attached Exhibit V - Authorized Distributor Letters. of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 14 If applicable, provide a detailed explanation In each of our locations, Auto Plus maintains current licenses as required by Local, outlining the licenses and certifications that State, and Federal law to conduct business related to the supply and distribution of are both required to be held, and actually automotive parts, equipment, tools, accessories, tires, and related items. held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. 15 Provide all "Suspension or Debarment" At Auto Plus, we value our reputation and can proudly assert that we have no information that has applied to your history of Suspension or Debarment. organization during the past ten years. Table 3: Industry Recognition & Marketplace Success Line Item Question Response* 16 Describe any relevant industry awards or N/A recognition that your company has received in the past five years 17 What percentage of your sales are to the Please keep in mind that our sales volume exceeds $113 dollars annually, with the governmental sector in the past three years governmental sector contributing approximately 8%. 18 What percentage of your sales are to the Please keep in mind that our sales volume exceeds $113 dollars annually, with the education sector in the past three years public education sector contributing less than 1%. 19 List any state, provincial, or cooperative Commonwealth of Massachusetts - 2020: $785,158 / 2019: $1,004,038 / 2018: purchasing contracts that you hold. What is $942,735 the annual sales volume for each of these State of New York - 2020: $7,102,081 / 2019: $5,909,611 / 2018: $4,231,474 contracts over the past three years? State of New Jersey - 2020: $999,791 / 2019: $1,384,867 / 2018: $1,315,309 Commonwealth of Pennsylvania - 2020: $2,271,134 / 2019: $2,875,621 / 2018: $2,938,285 State of Delaware - 2020: $111,546 / 2019: $125,267 / 2018: $155,246 State of Mississippi - 2020: $235,182 / 2019: $362,167 / 2018: $297,601 State of Maryland - 2020: $603,114 / 2019: $711,725 / 2018: $698,765 State of North Carolina - 2020: $95,739 / 2019: $94,073 / 2018: $81,577 State of Oklahoma - 2020: $102,569 / 2019: $29,969 / 2018: $44,612 Commonwealth of Virginia - 2020: $64,082 / 2019: $27,801 / 2018: $85,603 Allied States Cooperative - 2020: $348,797 / 2019: $514,874 / 2018: $414,862 20 List any GSA contracts or Standing Offers Auto Plus does not currently hold any GSA or SOSA 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 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 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 Philadelphia, PA Teri Antonelli (215) 686-1888 City of Houston, TX Terrance York (832) 393-0960 City of Atlanta, GA Bruce Smith (404) 807-9179 State of Mississippi Ramona Jones (601) 359-9335 Pearland Independent School District Amy Spain (218) 485-3203 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 / Province * Scope of Work * p Size of Transactions * Dollar Volume Past Three Years * Boston Fire Government Massachusetts - Parts & Supplies Contract and Avg Transaction Value: 5.6 Million Department MA Administration of Parts Room $1,363 City of Government Pennsylvania - Delivery of Aftermarket, Avg Transaction Value: 7.3 Million Philadelphia PA Automotive, Light, Medium and $122 HD Truck Parts & Supplies Commonwealth Government Pennsylvania - Delivery of Aftermarket Parts Avg Transaction Value: 8.1 Million of Pennsylvania PA $106 City of Houston Government Texas -TX Delivery of Automotive, Light, Avg Transaction Value: 13.4 Million Medium and Heavy -Duty $264 Aftermarket Replacements Parts State of New Government New York -NY Delivery of Vehicle and Avg Transaction Value: 17.2 Million York Equipment Parts and Related $124 Product Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 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. LemQuestion Response* 23 Sales force. Organizationally speaking, Auto Plus has separated the country into four regions, each led by a Regional Vice President. Within a Region, there are a number of Area Directors responsible for the oversight of a number of stores. Reporting to these Area Directors are literally hundreds of Commercial Account Managers who solicit and manage business at the street level for the stores they are assigned. Overseeing and assisting with our sales effort are Regional Commercial Directors whom, along with the Regional Vice Presidents, report up to our Senior Vice President. 24 Dealer network or other distribution Auto Plus distributes our goods and services through 1,045 locations. We own and methods. operate 618 stores while also having 427 independently owned and affiliated Auto Plus. For a complete list please see "Exhibit VI - Store Listing". Some of these independently owned businesses may be submitting proposals on a direct basis to Sourcewell. Because of this, in an effort to avoid collusion, Auto Plus has not confirmed our affiliates desire to participate in this RFP. Historically, the majority of our affiliated Auto Plus store locations have chosen to participate in solicitations such as Sourcewell's. 25 Service force. Auto Plus has close to 7,300 employees and operates in a few related business segments. We own and operate 618 stores that supply goods to both Commercial and Retail customers both over the counter and via hot shot delivery. In addition to company owned stores, our Distribution Centers also provide goods to 427 independently owned Auto Plus affiliate locations. 26 Describe in detail the process and While many auto parts are delivered on a next day basis to replenish shelf stock, we procedure of your customer service find that more and more are being delivered on a hot shot basis to get a vehicle program, if applicable. Include your back in service. Depending upon our store location (urban vs. rural), Auto Plus response -time capabilities and typically delivers parts within a 10 mile radius of our store so that we can deliver to commitments, as well as any incentives our customers within a 30 to 60 minute window. All stores have access to sister that help your providers meet your stated stores, hub stores, and warehouse inventories to supplement their in stock service goals or promises. merchandise. The warehouse inventories are extremely broad offering at least next day delivery to a wide assortment of parts. Please note that not all stores / warehouses carry all products. 27 Describe your ability and willingness to Auto Plus is willing to provide products and services to agencies within the provide your products and services to contiguous United States and Puerto Rico. For participating entities located outside Sourcewell participating entities in the of the delivery areas of our store locations, we can offer standard ground shipping United States. from our closest Distribution Center. 28 Describe your ability and willingness to At the present time we are not able to service Sourcewell members in Canada. provide your products and services to Sourcewell participating entities in Canada. 29 Identify any geographic areas of the United Auto Plus is capable of serving participating entities in the contiguous United States States or Canada that you will NOT be and Puerto Rico only. fully serving through the proposed contract. 30 Identify any Sourcewell participating entity Auto Plus is prepared to serve all Sourcewell participating entity sectors. We have sectors (i.e., government, education, not -for- no contracts that limit our ability to promote a Sourcewell contract. profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 31 Define any specific contract requirements Although there are no specific contract requirements or restrictions in place, Auto or restrictions that would apply to our Plus is only able to serve participating entites in the US territory of Puerto Rico. We participating entities in Hawaii and Alaska do not have any locations in Alaska, Hawaii, Guam, Northern Mariana Islands and and in US Territories. American Samoa and, consequently, would not be a viable supplier in these limited areas. Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 Table 7: Marketing Plan Line Item Question Response* 32 Describe your marketing strategy for As a current contract holder, Auto Plus' field and sales teams are very familiar with promoting this contract opportunity. Sourcewell. Our professional sales force will become familiar with all enhancements to the Upload representative samples of your Sourcewell membership process and necessary documentation to continue acting as your marketing materials (if applicable) in sales force by encouraging and assisting potential members in establishing Sourcewell the document upload section of your Membership. We have hundreds of trained professionals who will take this program to the response. street. Our marketing department will put together effective marketing brochures for our sales force and will incorporate our Sourcwell status in our trade journal advertisements. Auto Plus will attend Sourcwell-endorsed national trade shows, in addition to proudly displaying our Sourcewell status at the dozens of shows we currently attend. Additionally, we will implement an embedded link to Sourcewell's Website from our Website to further promote this contract opportunity. A professional version of the attached sample (Exhibit II - Marketing Plan Samples) is an example of what may be used for comprehensive marketing support by our sales teams to prospective members. 33 Describe your use of technology and Our marketing department is devoted to keeping Auto Plus and our solutions in front of digital data (e.g., social media, our customers. We maintain a presence on all the major media platforms including, but metadata usage) to enhance not limited to: Facebook, Twitter, Instagram & YouTube. Auto Plus has also utilized the marketing effectiveness. services of government spending database aggregators to identify and pursue specific market opportunities. 34 In your view, what is Sourcewell's role Sourcewell should promote our awarded contract on their website, listing our contact in promoting contracts arising out of information and links to the Auto Plus website. Also, it would be helpful if an overview of this RFP? How will you integrate a our offering and supplied marketing materials were also posted for the entire Sourcewell Sourcewell-awarded contract into your membership to see. If Sourcewell staff receives an inquiry fitting our services, we would sales process? appreciate promotion of our firm to the member. Auto Plus will be integrating this contract into our sales offering by training all of our sales people on ways to best utilize this contract to grow our business. We will solicit business from the existing membership, and more importantly, train our sales team on prospecting and soliciting potential Sourcewell members. Cooperative contracts are growing in acceptance and we can use such an award to both grow Sourcewell membership as well as our share of this important market segment. 35 Are your products or services Our e-procurement system is designed for simple sourcing and ordering of parts, tires, available through an e-procurement shop supplies, and Tools & Equipment. Governmental and Educational customers have ordering process? If so, describe your taken advantage of its features including: e-procurement system and how Tires as well as Parts. Auto Plus is very unique in this regard. governmental and educational Convenience. Save time and money by getting the right parts — including customers have used it. commodities — when members need with fast delivery or pickup. Increased productivity. Members better manage jobs and view related parts and tires with easy access to our vast inventory of detailed images, specs and application data. Accessibility. With visibility to multiple stores' Quantity on Hand (QOH). Users may search parts and tires in multiple locations. VIN look -up and part number interchange. Enter a VIN, license plate, or a specific part number to find the right parts and tires you need or see other compatible options. Value Adds o Interchange feature cross references competitive part numbers o Buyers Guide displays fitment and application details by part number o Stock Check allows for quick order placement of known item numbers o Save Vehicle Information or Favorite Items for quick reference o Order History visibility o Purchase Order requirement flag Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 Table 8: Value -Added Attributes Line Item Question Response* 36 Describe any product, equipment, For Sourcewell Members, Auto Plus offers the following optional complementary training by maintenance, or operator training both Manufacturer and in-house Trainers: programs that you offer to Product Training Sourcewell participating entities. Technician training Include details, such as whether E-Procurement training is standard or optional, In addition to our free in-house training, many of our manufacturers offer advanced training who provides training, and any for technicians covering all vehicle classes both in classroom settings as well as hands on costs that apply. vehicles. These advanced training courses typically do have fees associated with them that Auto Plus will make available to Participating Entities at a straight pass through of our cost. 37 Describe any technological Auto Plus has implemented technological advances to increase efficiency in procurement. advances that your proposed Not only does our unique E-procurement ordering system allow for ordering Parts, Tires, products or services offer. Shop Supplies, and Tools & Equipment, but we also have the capabilities of integrating our catalog into a multitude of Shop Management Systems including, but not limited to, Alldata and Mitchell. Additionally, our IT Department has integrated with many asset and fleet management system providers, as well as, created punch -outs with a number of different E- Commerce Marketplaces. Over the past year, we have also invested heavily to advance our Electronic invoicing capabilities and have utilized various degrees of EDI for our customers. 38 Describe any "green" initiatives Auto Plus (Partner#43025763) is Certified by the Environmental Protection Agency (EPA) as that relate to your company or to a SmartWay Shipper Partner. This program certifies us as a company that actively seeks your products or services, and ways to reduce transportation related carbon emissions. include a list of the certifying In addition, we partner with a broad range of regional recycling organizations to implement agency for each. substantial recycling efforts including: Scrap tires Waste oil (ours/customers) Oil filters Used antifreeze Spent fluorescent bulbs Batteries Numerous other car parts/cores, including but not limited to starters and alternators, rack & pinions, wheel weights, master cylinders, steering pumps, water pumps, wiper motors, etc. — all processed through our own DC's. 39 Identify any third -party issued eco- N/A. Auto Plus is an authorized distributor for numerous manufacturers, many of whom are labels, ratings or certifications that committed to operating in a socially responsible and sustainable manner. We are willing to your company has received for provide sustainability reports from our supplier partners if requested. the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. 40 Describe any Women or Minority At our corporate store level we do not qualify. In our over 400 affiliated independently Business Entity (WMBE), Small owned Auto Plus, some may possess these certifications. Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. 41 What unique attributes does your Auto Plus holds the unique industry position of a truly comprehensive "One Stop Shop" company, your products, or your solution for Sourcewell members with access to Parts, Tires, Accessories, and Tools & services offer to Sourcewell Equipment. In addition, we offer a myriad of solutions with commitment to partnership in participating entities? What makes mind, including hot -shot delivery with no delivery fees or surcharges, user friendly E- your proposed solutions unique in procurement ordering, in-house financing options, product & service training, a centralized your industry as it applies to Heavy Duty Fleet Call Center for technical questions, E-invoicing capabilities, and multiple Sourcewell participating entities? levels of support from the local to national level for Sourcewell Members allowing for faster reaction to member specific needs. Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Item Question Response 42 Do your warranties cover all products, parts, and While Auto Plus sells high quality parts and accessories, occasionally a part labor? may fail while under warranty. Our Part Warranty & Labor Claim policies protect our valued customers in the event of a warranted part failure. Auto Plus will pass -through all warranties provided by the manufacturers and dealers, included in this proposal, regarding all Equipment and Products furnished as a result of an award. 43 Do your warranties impose usage restrictions or All parts warranty reimbursements will be issued via credit invoices on the other limitations that adversely affect coverage? customer's Auto Plus account. • To participate the customer is to have opened and maintains an Auto Plus account which must be in good standing. Alleged warranty part must be returned to Auto Plus along with proof of purchase Auto Plus parts warranty is limited to reimbursement for the original cost charged for the part 44 Do your warranties cover the expense of All labor claim reimbursements will be issued via credit invoices on the technicians' travel time and mileage to perform customer's Auto Plus charge warranty repairs? account. • To participate the customer is to have opened and maintains an Auto Plus account which must be in good standing Customer must purchase the replacement part from Auto Plus Customer must provide a copy of the original install receipt and a copy of the re -install receipt at the time the part is returned for defective credit and provide notification of the labor claim request The Labor Claim Warranty does NOT include incidentals, like towing, rental cars, travel, etc Products that qualify are based solely on the manufacturer Warranty Policies and excludes sourced product 45 Are there any geographic regions of the United Auto Plus' bid response excludes any offer to provide service or repair. States or Canada (as applicable) for which you However, Auto Plus is willing to deliver a warranty part to the shop or cannot provide a certified technician to perform certified technician within a reasonable distance on behalf of the Sourcewell warranty repairs? How will Sourcewell member. participating entities in these regions be provided service for warranty repair? 46 Will you cover warranty service for items made by If an item is purchased by Auto Plus from a manufacturer not included in other manufacturers that are part of your proposal, this proposal, our store and field teams will assist the Sourcewell member in or are these warranties issues typically passed on working with manufacturer to exchange the alleged warranty item subject to to the original equipment manufacturer? the manufacturer's warranty policy. For warranty service/labor claims that may arise from products purchased from manufacturers outside of this proposal, the warranty issues must be handled by the member and directly with the manufacturer. 47 What are your proposed exchange and return Items purchased under this contract may be returned for a full refund if item programs and policies? is unused, in its original packaging, is in saleable condition and is within thirty calendar days of its delivery. 48 Describe any service contract options for the Auto Plus does not offer extended warranty or service contract options for items included in your proposal. items included in this proposal. However, if such options were to become available from the manufacturer, then Auto Plus will gladly extend those options to the participating member. Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 Table 10: Payment Terms and Financing Options Line Item Question Response" 49 What are your payment terms (e.g., net 10, net 30)? Auto Plus understands the importance of clean accounting for public sector entities and offer flexible payment terms including net 10 and net 30. 50 Describe any leasing or financing options available for use Auto Plus is direct with many name brand equipment vendors and by educational or governmental entities. offer a wide selection of shop equipment. Smaller, common tools and equipment are stocked within our Stores and Distribution Centers whereas larger, heavy duty tools and equipment will be shipped to the Purchasing Entity directly from the Manufacturer. Auto Plus has partnered with an Equipment Leasing/Financing Industry leader with over 25 years of experience to provide flexible leasing and financing options with terms up to 5 years on purchases greater than $11k. This option will be made available to all Sourcewell members. 51 Briefly describe your proposed order process. Include Auto Plus offers many ordering options to best suit our customer's enough detail to support your ability to report quarterly needs including phone, email, fax, or via electronic catalog sales to Sourcewell as described in the Contract template. application hosted by industry leader Nexpart (from WHI Solutions, For example, indicate whether your dealer network is an EBAY Company). All Purchasing Entities under this Master included in your response and whether each dealer (or Agreement will be assigned an account number in our central CRM, some other entity) will process the Sourcewell participating and "tagged" to our Sourcewell contract with contractual pricing entities' purchase orders. assigned. This central CRM system will feed the discount schedule to the Point -of -Sale system at the local store where invoices are generated. The central CRM system also has a shared feed to our Electronic Catalog where orders may be placed and pricing may be validated by Purchasing Entities. This holds true for company owned locations as well as any affiliate locations participating in this solicitation. By configuring the pricing and contract at the account/entity level, this will ensure that all Purchasing Entities receive a consistent experience while also allowing Auto Plus to compile contract related sales data for Sourcewell. 52 Do you accept the P-card procurement and payment Auto Plus accepts P-card as a payment method without any process? If so, is there any additional cost to Sourcewell additional costs for Sourcewell participating entities. As an added participating entities for using this process? security measure, Auto Plus does not store P-card information. Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 Table 11: Pricing and Delivery 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. Item Question Response* 53 Describe your pricing model (e.g., line -item discounts or Auto Plus has an extensive supplier network granting customers product -category discounts). Provide detailed pricing data access to over 2 million unique items. Our supplier network of (including standard or list pricing and the Sourcewell manufacturers are constantly working to make new part numbers discounted price) on all of the items that you want available in the aftermarket. With this in mind, our proposed pricing Sourcewell to consider as part of your RFP response. If model is predicated on providing a single discount or mark up from applicable, provide a SKU for each item in your proposal. cost for each manufacturer -category. This will give Sourcewell Upload your pricing materials (if applicable) in the members the most robust product offering with a straightforward document upload section of your response. price ceiling. Please see the attached Exhibit IV - Sourcewell Pricing 54 Quantify the pricing discount represented by the pricing Pricing discount varies by manufacturer. Please see the attached proposal in this response. For example, if the pricing in Exhibit IV - Sourcewell Pricing your response represents a percentage discount from MSRP or list, state the percentage or percentage range. 55 Describe any quantity or volume discounts or rebate Promotional pricing and rebate programs including quantity breaks, programs that you offer. bulk pricing, and other promotional pricing programs will be made available to Sourcewell membership. Marketing materials with such promotions will be available from our field sales teams as well as within our electronic catalog. 56 Propose a method of facilitating "sourced" products or Auto Plus will supply "sourced" products or related services at a related services, which may be referred to as 'open ceiling price of cost plus 25%. market" items or "nonstandard options". For example, you may supply such items "at cost' or "at cost plus a percentage," or you may supply a quote for each such request. 57 Identify any element of the total cost of acquisition that is The pricing submitted in our response reflects total cost of NOT included in the pricing submitted with your response. acquisition without any optional services/requests. For example, if a This includes all additional charges associated with a Participating Entity desires and approves expedited shipping or purchase that are not directly identified as freight or special delivery (i.e. truck with liftgate, etc..), Auto Plus will pass shipping charges. For example, list costs for items like pre- through these charges at cost with no markup as a separate line delivery inspection, installation, set up, mandatory training, item. or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 58 If freight, delivery, or shipping is an additional cost to the Unlike many others in the industry, Auto Plus does not charge for Sourcewell participating entity, describe in detail the delivery nor do we impose a minimum delivery requirement on complete freight, shipping, and delivery program. standard orders. 59 Specifically describe freight, shipping, and delivery terms or Presently, Auto Plus is unable to provide shipping or delivery to programs available for Alaska, Hawaii, Canada, or any Alaska, Hawaii, or Canada. offshore delivery. 60 Describe any unique distribution and/or delivery methods or Auto Plus has 25 Distribution Centers nationwide whose inventories options offered in your proposal. are extremely broad, offering at least next day replenishment of merchandise to local Stores through a Hub -Spoke distribution model which provides customers convenient access to a robust product assortment within their local store, "sister" stores in market, and their Distribution Center. All stores have access to sister stores, hub stores, and warehouse inventories to supplement their in stock merchandise. Within our electronic catalog, customers have visibility to all local store and DC inventories and are able to prepare an order for will -call pick up or delivery directly to the customer. Table 12: Pricing Offered Line Item The Pricing Offered in this Proposal is: * Comments 61 d. other than what the Proposer typically offers (please describe). The pricing offered is very competitive and comparable to large Cooperatives or State purchasing departments, however, we would not typically propose a rebate or administrative fee with this pricing schedule. Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 Table 13: Audit and Administrative Fee Item Question Response* 62 Specifically describe any self -audit process or program that you Auto Plus has extensive experience serving large Fleets, plan to employ to verify compliance with your proposed Contract Government, and National clients. To this end, we fully with Sourcewell. This process includes ensuring that Sourcewell understand the importance of adherence to contractual participating entities obtain the proper pricing, that the Vendor pricing and the potential issues that may arise as a result. reports all sales under the Contract each quarter, and that the All Purchasing Entities under this Master Agreement will be Vendor remits the proper administrative fee to Sourcewell. assigned an account number with contractual pricing and "tagged" to a Sourcewell grouping in our central CRM. This central CRM system will feed the discount schedule to the Point -of -Sale system at the local store where invoices are generated. The central CRM system also has a shared feed to our Electronic Catalog where orders may be placed and pricing may be validated by Purchasing Entities. By configuring the pricing and Sourcewell grouping at the account/entity level, this will ensure that all Purchasing Entities receive consistent contract pricing providing a tracking mechanism for accurate sales reporting under the Contract. This sales report is reviewed by the primary contact for this proposal who would import the data into the Sourcewell sales report template and request check disbursement accordingly. As a current Sourcewell contract holder, we can proudly say that we have submitted our sales reports and corresponding administrative fees in a timely manner. 63 Identify a proposed administrative fee that you will pay to Auto Plus will issue an administrative fee of 2% of total net Sourcewell for facilitating, managing, and promoting the Sourcewell sales resulting from this contract. Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per -unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Item Question Response" 64 Provide a detailed description of the Parts equipment, products, and services that you Auto Plus maintains a very wide range of automotive and truck replacement parts are offering in your proposal. and accessories for passenger cars through Class 8 trucks and equipment within our distribution network. We have 25 Distribution Centers (DC) nationwide with over 350,000 unique sku's in -stock and access to over 2M sku's directly from the manufacturer. The Distribution Center's inventories are extremely broad, offering at least next day replenishment of merchandise to local Stores through a Hub -Spoke distribution model. This provides customers with convenient access to a robust product assortment within their local store, "sister" stores in market, and their Distribution Center. All stores have access to sister stores, hub stores, and warehouse inventories to supplement their in stock merchandise. Depending upon our store location (urban vs. rural) we typically deliver parts within a 10 mile radius of our store so that we can service our customers within a 30-60 minute window. Upon receipt of an order, our store will prepare the order for will -call pick up or delivery directly to the customer. Unlike many others in the industry, Auto Plus does not charge for delivery nor do we impose a minimum delivery requirement on standard orders. Please note that not all stores / warehouses carry all products. Tools & Equipment Auto Plus is direct with all the name brand equipment vendors and offer the widest selection of shop equipment. Smaller, common tools and equipment are stocked within our Stores and Distribution Centers whereas larger, heavy duty tools and equipment are shipped to the Purchasing Entity directly from the Manufacturer. Additionally, we have an extremely aggressive in-house financing program which we make available to our customers. Tires We have over 1 Million tires in stock and distribute a very wide selection of brands including but not limited to Michelin, BF Goodrich, Hankook, Falken, Cooper, and Continental. Just as we have a good, better, best offering in our parts selection we similarly provide this coverage in tires. Additionally, we deliver tires just as we do automotive and truck parts. This is an extremely unique and valuable feature that we can offer unlike our competitors. Related Items In the true spirit of being a single source solutions provider — Auto Plus has the items needed to get the job done and the vehicle back on the road. These related items in our proposal includes, but is not limited to: Chemicals, Oils, Lubricants, Paint & Body, Sourced Items, Shop Supplies, and Accessories related to Automotive and Truck repair or service. 65 Within this RFP category there may be Automotive Parts subcategories of solutions. List subcategory Light, Medium, and Heavy Duty Vehicle Parts titles that best describe your products and Accessories services. Tires, Tubes, Valves, and Related Tools Equipment Paint and Body Shop Supplies Chemicals Oils Lubricants Lighting and Electrical Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 Table 14113: 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. Category or Type Offered * Comments Item 66 Air conditioning, heating, cooling, and r: Yes climate control r No 67 Alternators, starters, batteries, c: Yes electrical, and ignition systems r No 68 Bearings - ball and roller r. Yes r No 69 Belts, hoses, gaskets, and seals r' Yes r No 70 Brakes r. Yes r No 71 Bumpers, body, cab, and chassis r' Yes parts r No 72 Emission and exhaust r: Yes r No 73 Engine and drive train r Yes r No 74 Filters - oil, fuel, air, and transmission r: Yes r No 75 Oils and lubricants - regular and r Yes synthetic r No 76 Pumps - fuel and water r: Yes r No 77 Safety and security systems r' Yes r No 78 Interior and exterior parts and r: Yes accessories r No 79 Lamps, lighting, mirrors, and wiring r Yes r No 80 Pumps - fuel and water r: Yes r No 81 Suspension, shocks, struts, and r Yes steering r No 82 Wipers and washers r: Yes r No 83 Heating and cooling (engine) r' Yes r No 84 Vehicle paint and primer r: Yes r No 85 Tires, OEM vehicle parts, and garage r Yes Please see the attached Exhibit IV - Sourcewell Pricing for our and fleet maintenance equipment, r No product offering. tools and supplies as described in RFP Section II. B. 1. b. Table 15: Industry Specific Questions Line Item Question Response* 86 If you are awarded a contract, provide a To measure contract performance, Auto Plus will primarily track member activations few examples of internal metrics that will and sales growth. These KPIs will be analyzed by intervals, sector, and region to be tracked to measure whether you are identify growth opportunities and trend data to maximize contract utilization. having success with the contract. Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 87 Describe any electronic service N/A. Auto Plus' bid response excludes any offer to provide service or repair. programming subscriptions and service information provided within your proposal along with any associated costs. 88 Describe your ability to provide Auto Plus understands the importance of efficient accounting and has the flexibility to customized reports of historical purchases generate historical sales data with a great degree of specificity in multiple formats and participating entities accounts payable to suit the needs of the end user. In addition, Participating entities will have management. convenient access to view statements and pay invoices online. It is also worth noting that we accept all traditional forms of payment as well as Electronic Funds Transfers. 89 Describe any online parts catalog and At no additional fee, our e-procurement system is designed for quick and easy ordering capabilities that can be provided sourcing and purchasing of parts, tires, shop supplies, and Tools & Equipment. or are included. If applicable, identify any Governmental and Educational customers have taken advantage of its features additional costs associated with this including: service. Tires as well as Parts. Auto Plus is the only online provider of parts and tires. Convenience. Save time and money by getting the right parts — including commodities — when members need with fast delivery. Increased productivity. Members better manage jobs and view related parts and tires with easy access to our vast inventory of detailed images, specs and application data. Accessibility. With visibility to multiple stores' Quantity on Hand (QOH). Users may search parts and tires in multiple locations. VIN look -up and part number interchange. Enter a VIN or a specific part number to find the right parts and tires you need or see other compatible options. Access to our online catalog with full functionality is complementary to all Participating Entities but please note that integration into an E-Marketplace or Punchout catalog development may have additional costs associated. 90 Identify the vehicle makes for which your Auto Plus offers OEM -quality aftermarket parts for Domestic & Imported Automotive, offered parts are used. Light, Medium & Heavy -Duty applications including, but not limited to: AM General Acura Advance Mixer American LaFrance Aston Martin Audi BMW Bentley Bering Blue Bird Buick Cadillac Chance Coach Transit Bus Chevrolet Chrysler Country Coach Motorhome Crane Carrier Daewoo Dina Transit Bus Dodge El Dorado Emergency One Evobus Ferrari Ford Freightliner GMC Gillig Hendrickson Hino Honda Hyundai Infiniti International Isuzu Jaguar Jeep Kenworth Kia Kovatch Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 Laforza Lamborghini Land Rover Lexus Lincoln Lodal Lotus Mack Maxim Mazda Mercedes-Benz Mercury Mitsubishi Mitsubishi Fuso Motor Coach Industries Neoplan New Flyer Nissan North American Bus Industries (NABI) Nova Bus Corporation Oldsmobile Orion Bus Oshkosh Motor Truck Co. Ottawa Panoz Peterbilt Pierce Mfg. Inc. Plymouth Pontiac Porsche Prevost Roadmaster Rail Rolls Royce Saab Saturn Seagrave Fire Apparatus Shelby Spartan Motors Sterling Truck Subaru Suzuki Thomas Toyota UD Van Hool Volkswagen Volvo Western Star Workhorse Workhorse Custom Chassis 91 Identify the vehicle engine types for which jAuto Plus' offers high -quality aftermarket parts for all types of automotive, light, your products are manufactured (e.g., medium & heavy duty vehicles that utilize standard and alternative fuel choices. gasoline, diesel, CNG, propane, hybrid, electric, etc.) Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 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. Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 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 - Exhibit I - IEP_4Q 2020 Results.pdf - Wednesday March 24, 2021 17:23:39 • Marketing Plan/Samples - Exhibit II - Marketing Plan Samples.pdf - Wednesday March 24, 2021 17:45:51 • WMBE/MBE/SBE or Related Certificates (optional) • Warranty Information - Exhibit III - Auto Plus Warranty Info.pdf - Wednesday March 24, 2021 17:24:42 • Pricing - Exhibit IV - Sourcewell Pricing.pdf - Wednesday March 24, 2021 17:25:17 • Upload Additional Document - Additional Documents.zip - Thursday March 25, 2021 06:02:34 Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 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: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury_gov/ofac/downloads/sdnlist.pdf; 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: https://sam.gov/SAM/; or Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 112FD81C-7360-4ACF-8FE2-D38B58CC8FF5 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government 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. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Brian Evanoka, Vice President, Fleet Parts and Strategic Account Sales, IEH Auto Parts LLC dba Auto Plus Auto Parts 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 a 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) Addend um_4_Aftermarket_Vehicle_Parts_RFP_032521 Fri March 19 2021 12:55 PM 1 Addend um_3_Aftermarket_Vehicle_Parts_RFP_032521 Thu March 112021 12:31 PM 1 Addend um_2_Aftermarket_Vehicle_Parts_RFP_032521 r Fri February 19 2021 04:46 PM 4 Addend um_1_Aftermarket_Vehicle_Parts_RFP_032521 Thu February 18 2021 01:56 PM 2 Bid Number: RFP 032521 Vendor Name: IEH Auto Parts LLC DocuSign Envelope ID: 78CD2E38-E197-458A-B845-7056048A5116 ASSIGNMENT OF CONTRACT #032521-PEP THIS ASSIGNMENT AGREEMENT is by and among Sourcewell; ; and Elliott Auto Supply Co., Inc., d/b/a Factory Motor Parts, 1380 Corporate Center Curve, Eagan, MN 55121 (FMP). Assignment: 1. Sourcewell awarded IEH Auto Parts LLC, 901 N Lenola Rd, Moorestown, NJ (Auto Plus) a contract to provide Aftermarket Vehicle Parts and Supplies #032521 ("Contract") on May 18, 2021. 2. On January 31, 2023, IEH Auto Parts LLC and its subsidiaries, including Auto Plus Holdings LLC (IEH), filed for relief under Chapter 11 of the US Bankruptcy Code. See In re: IEH Auto Parts Holding LLC, et al., Case No. 23-90054 (Bankr. S.D. Tex. 2023). On May 19, 2023, US Bankruptcy Court issued an Order approving the disposition and sale of certain assets of the petitioner IEH including those purchased by FMP. 4. On September 1, 2023, notice was filed of Supplemental Assumed Contracts which included an updated list of executory contracts assumed by FMP through the Court approved Bid Procedures. Supplemental Exhibit A-1 to this notice, line 38 identifies the Contract as being assumed by FMP through the bankruptcy and sale proceedings. 5. Pursuant to its assumption and subsequent notice thereof, FMP certifies it will comply with the terms of the Contract. Sourcewell and FMP agree this assignment is unconditional and without recourse. FMP hereby confirms its acceptance of the assignment of Contract #032521-PEP 6. Sourcewell has granted its consent to this Assignment as witnessed herein effective upon final signature. Signature page follows. v. 101323SW DocuSign Envelope ID: 78CD2E38-E197-458A-B845-7056048A5116 Elliott Auto Supply Co., Inc., d/b/a Factory Motor Parts B G q- �v Title: V Date: f v A -7 I;o,'2-5_ Sourcewell D�o/cyu�Siigned by, By �I', ' COFD2A� 9D06489... Jeremy Schwartz Director of Operations and Procurement/CPO Date: 10/17/2023 1 10:07 PM CDT Sourcewell By•EI�DoccuSigneed6b,,y::,,A 48BAF71B0894454... Chad Coauette Executive Director/CEO Date: 10/17/2023 1 10:37 PM CDT v. 101323 S W 2 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC Sourcewell q4' Solicitation Number: RFP #032521 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Genuine Parts Company dba NAPA Auto Parts, 2999 Wildwood Parkway, Atlanta, GA 30339 (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. Sourcewell issued a public solicitation for Aftermarket Vehicle Parts and Supplies from which Vendor was awarded a contract. 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 May 19, 2025, unless it is cancelled sooner pursuant to Article 22. 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 14 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. Rev. 10/2020 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC All Equipment and Products provided under this Contract must be new/current model or remanufactured to OEM standards. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in 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 Equipment and Products supplied pursuant to the Contract are subject to the terms of written warranties provided by the manufacturer of each Product and Equipment, and Vendor shall use reasonable commercial efforts to assist the Member in processing all warranty claims that the Member may have against a manufacturer. The manufacturer's warranty will be the sole and exclusive remedy of the Member in connection with any claims concerning the Products and Equipment supplied pursuant to the Contract. ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturers' warranties are available to the Member upon request. Vendor will pass through all available warranty benefits from the applicable manufacturer to the Member 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. Rev. 10/2020 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC 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 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 that any Product or Equipment does not conform to the manufacturer's warranty, the Member may return such Product or Equipment to Vendor and Vendor will process the Member's warranty claim with the manufacturer of the defective Product or Equipment. After the manufacturer has accepted the claim from Vendor, Vendor, as the Member's sole and exclusive remedy and Vendor's sole liability, shall either, at its option: (i) replace the defective Product or Equipment with a conforming Product or Equipment; (ii) repair the defective Product or Equipment; or (iii) issue a credit or refund for the price of the Product or Equipment. 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 anytime 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: Rev. 10/2020 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC • 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 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 maybe 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 Rev. 10/2020 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC 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. 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, or other required transaction documentation, 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. 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. D. 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. E. 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. Rev. 10/2020 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC 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: • 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 Rev. 10/2020 6 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC price to offset the Administrative Fee. The Vendor will submit payment 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 Vendor's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. 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 right to 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. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six 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. Audit results will be based upon overcharges and undercharges being combined to determine the net impact. B. 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. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. Rev. 10/2020 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC D. 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. E. 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. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern. F. 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. 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 reasonable attorneys' fees, arising out of the negligent acts or omissions or intentional misconduct of Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have arisen from such negligence or intentional misconduct. 12. 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. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Vendor a royalty -free, worldwide, non-exclusive right and license to use the Trademark(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. Rev. 10/2020 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC 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. d. The licenses granted under this Section 13 are subject to the respective intellectual property usage guidelines and terms and conditions of each party. 4. Vendor agrees to provide an indemnity for intellectual property claims based on intellectual property rights owned by Vendor, but cannot provide a direct copyright, trademark, or patent indemnity for the Products or Equipment supplied pursuant to the Contract, as Vendor does not manufacture the Products or Equipment. Vendor agrees to use commercially reasonable efforts to assist the Member in processing any infringement claim against the applicable manufacturer. 5. 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. 10/2020 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. 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. 15. 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. 16. 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 declaration or finding and must be fully performed. 17. 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. Rev. 10/2020 10 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 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 direct damages. 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. 18. 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. 10/2020 11 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-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 Rev. 10/2020 12 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor but only to the extent of Vendor's indemnity obligations under the Contract. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds but only to the extent of Vendor's indemnity obligations under the Contract. 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. 19. COMPLIANCE A. LAWS AND REGULATIONS. Vendor will 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. 20. 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 Rev. 10/2020 13 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. 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 in the event that (i)a Participating Entity will access Vendor's Equipment, Products, or Services with United States federal funds, and (ii) Vendor has provided its prior written consent. 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 FIR 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 Rev. 10/2020 14 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. 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 CONTRACTOR 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. Rev. 10/2020 15 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC 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. §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. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must endeavor to 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. 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 Rev. 10/2020 16 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 032521-GPC also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. 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. 22. 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 dba NAPA Auto Parts By:ED�occu�S�iignedby, I,l C9FD2A139D06489... Jeremy Schwartz Title: Chief Procurement Officer DocuSigned by: By:E� � � 6652DCC21445... Jett Kuntz Title: Vice President of IBS Fleet & Government 5/13/2021 1 8:56 PM CDT 5/13/2021 1 1:30 PM PDT Date: Date: AplE rn�D�oc Signeed/�by, ��.�y v"v..� 1�"(n.VK�11 _ 7E42BSF817A64CC... Y• Chad Coauette Title: Executive Director/CEO Date: 5/13/2021 1 9:02 PM CDT Rev. 10/2020 17 DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D RFP 032521 - Aftermarket Vehicle Parts and Supplies Vendor Details Company Name: Genuine Parts Company dba NAPA auto Parts Does your company conduct business under any other name? If NAPA Auto Parts yes, please state: 2999 Wildwood Parkway Address: Atlanta, Georgia 30339 Contact: Don Lachance Email: don_lachance@genpt.com Phone: 404-386-4157 Fax: 404-386-4157 HST#: 580254510 Submission Details Created On: Thursday February 04, 2021 12:06:53 Submitted On: Wednesday March 24, 2021 12:40:50 Submitted By: Don Lachance Email: don_lachance@genpt.com Transaction #: 96dfea54-3674-46b7-9841-49ffOc0e367b Submitter's IP Address: 136.228.200.34 Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation). Line Item Question Response* 1 Proposer Legal Name (and Genuine Parts Company d.b.a. NAPA Auto Parts applicable d/b/a, if any): 2 Proposer Address: 2999 Wildwood Parkway Atlanta, GA 30339 3 Proposer website address: wvvw.genpt.com 4 Proposer's Authorized Jett Kuntz Representative (name, title, Vice President of IBS, Fleet & Government 2999 Wildwood Parkway address, email address & phone) Atlanta, GA 30339 (The representative must have Jett_Kuntz@genpt.com authority to sign the "Proposer's 770-855-2221 Assurance of Compliance" on 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 Don Lachance proposal (name, title, address, Government Sales Manager email address & phone): 2999 Wildwood Parkway Atlanta, GA 30339 Don_Lachance@genpt.com 678-934-5057 6 Proposer's other contacts for this N/A proposal, if any (name, title, address, email address & phone): Table 2: Company Information and Financial Strength Line Question Item Provide a brief history of your company, including your company's core values, business philosophy, and industry longevity related to the requested equipment, products or services. Response* Genuine Parts Company, founded in 1928, is a Fortune 200 (NYSE: GPC) service organization engaged in the distribution of automotive replacement parts, industrial replacement parts and electrical/electronic materials. 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 93 years, GPC, in relationship with NAPA, has grown rapidly as the number of independent car repair garage shops has increased. From the beginning, GPC stressed swift, reliable service to outflank the competition. GPC has continued to grow through the acquisition of other companies in the automotive and industrial industries. Today, the Company serves tens of thousands of customers from more than 3,600 operations in the United States, Canada, Mexico, Australia, New Zealand, Indonesia, Singapore, France, the U.K., Germany, Poland, the Netherlands, Belgium, and China and has approximately 50,000 employees and annual revenues exceeding $19 billion. With more than 93 years of distribution expertise, CPC's commitment, and reputation for just -in -time service position us as a critical partner in our customers' success. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 8 What are your company's expectations in the Our expectations are to engage our 6,000+ company and independent NAPA stores event of an award? and 52 distribution centers across the US to train their sales team on the benefits of our Sourcewell contract and how to reach out to current and potential members regarding their aftermarket parts needs. Additionally, we plan to service Sourcewell members with national coverage (U.S.) in the category by providing them new equipment to meet their shop equipment needs. NAPA Canada is under the GPC umbrella, but operates as a separate entity. We feel that Canadian Sourcewell Members can utilize this response. Pricing will be different in terms of the currency and other variables. NAPA Canada also partners with Rural Municipalities Association (RMA), a sister cooperative, on certain contracts in Canada. Between NAPA US and NAPA Canada, we attend dozens of industry events each year that allow us to promote our solutions and our contracting options through Sourcewell. The Sourcewell partnership will be a large part of our marketing and promotional focus over the life of the contract. 9 Demonstrate your financial strength and GPC has had 93 years of profitable growth and 63 years straight of increased stability with meaningful data. This could dividends to our Stock Holders. Our company results are made public and are include such items as financial statements, posted under the Investor page at www.genpt.com. We have also included our 2019 SEC filings, credit and bond ratings, letters Annual Report in the attached documents for this RFP. of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 10 What is your US market share for the NAPA's government business includes municipal, state, K-12 districts and higher solutions that you are proposing? education customers. Based on several published sources, we estimate our aftermarket light-, medium- and heavy-duty parts market share at approximately 6 percent. 11 What is your Canadian market share for the In 2020, we've estimated the Fleet market at $313 in Canada and NAPA's Canadian solutions that you are proposing? share was approximately $369M, or 12%. 12 Has your business ever petitioned for No, Genuine Parts Company has never petitioned for bankruptcy protection in our 93- bankruptcy protection? If so, explain in detail. year history. 13 How is your organization best described: is Our company is both a distributor/dealer/reseller and a service provider with respect it a manufacturer, a distributor/dealer/reseller, to this contract and is authorized to act as such for the products and services or a service provider? Answer whichever proposed in this RFP. question (either a) or b) just below) best applies to your organization. a) Distributor/Dealer/Reseller: GPC/NAPA has an internal supply chain of NAPA a) If your company is best described as branded aftermarket parts and supplies that we distribute through our 52 distribution a distributor/dealer/reseller (or similar entity), centers and 6,000+ retail stores in the US and eight distribution centers and 600+ provide your written authorization to act as a retail locations in Canada. These stores are a mix of company -owned and distributor/dealer/reseller for the manufacturer independent locations that exclusively are authorized to distribute aftermarket NAPA of the products proposed in this RFP. If branded parts. applicable, is your dealer network independent or company owned? The NAPA catalog of parts contains more than 465,000 SKUs of automotive parts, b) If your company is best described as supplies, tools and equipment. Our network of 52 distribution centers and 6,000 a manufacturer or service provider, describe retail stores (5,000 independent and 1,000 company) are the only authorized your relationship with your sales and service distributor and reseller of the parts that we propose in this RFP. force and with your dealer network in delivering the products and services Our 5,000 independent stores will all be bound by this agreement and will be proposed in this RFP. Are these individuals authorized to sell per our Sourcewell contract, should we be awarded. your employees, or the employees of a third party? b) Not only is NAPA a distributor of parts, but we leverage our distribution chain that gives nightly access to inventory at all distribution centers, parts delivery services, and our relationships with vendors that allow Sourcewell customers to order directly when needed to support their fleets. 14 If applicable, provide a detailed explanation GPC has all the licenses necessary to purchase, warehouse, transport and distribute outlining the licenses and certifications that for the commerce contemplated in this RFP. We hold these licenses and are both required to be held, and actually certifications in Canada, all 50 States in the US, Guam, Mexico, Australia, and held, by your organization (including third Europe for the products we distribute and services we provide throughout these parties and subcontractors that you use) in countries. pursuit of the business contemplated by this RFP. 15 Provide all "Suspension or Debarment" GPC has not been suspended or disbarred from the delivery of parts or services information that has applied to your outlined in this RFP. organization during the past ten years. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D Table 3: Industry Recognition & Marketplace Success Line Item Question Response* 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 our current contracts with Sourcewell. In the last five years, our contracts have grown exponentially through Jett's and the NAPA Fleet team's commitment to cooperative purchasing. In their press release announcing the award, Sourcewell stated: "Jett has supported Sourcewell's mission beyond cooperative purchasing. He shows great respect for other people in a manner that is rarely as authentic and genuine. He is committed to the cause, confident in supporting what they commit to, and willing to go where others cannot see a way. And like the other Sourcewell Pioneers, he has always been willing to share information and ideas with fellow vendors to help them grow their contracts. He was part of our 1st Vendor Advisory Committee and remains an active committee member helping guide our growth and represent the vendor voice as we plan for Sourcewell's future." Our parts supply business is also awarded with the successes of our customers. Over the past decades our NAPA customers have received hundreds of local and national awards. In Government Fleet Magazine's 2019 Leading Fleet Awards, dozens of fleet organizations received awards of operational excellence and have attributed part of their success to NAPA. These awards are given to the best fleets for their use of industry best practices, forward -thinking initiatives and in many cases revolutionary contracting solutions. This is one of the highest honors in government fleet business. 17 What percentage of your sales are to the In the past five years, we have exceeded 5 percent of our Automotive Parts Group governmental sector in the past three years sales in the government sector. 18 What percentage of your sales are to the Of our government business, approximately 12 percent of our sales are in the education sector in the past three years education market (K-12, Higher Education). 19 List any state, provincial, or cooperative Sourcewell-Aftermarket Parts and IBS $95,000,000 purchasing contracts that you hold. What is NASPO ValuePoint -Aftermarket Parts, Tools & Equipment $36,000,000 the annual sales volume for each of these E&I Educational Cooperative $550,000 contracts over the past three years? Texas BuyBoard - Aftermarket Parts Oils & Lubricants $1,000,000 ST of GA $11,000,000 ST of WA $10,500,000 ST of NJ $6,800,000 ST of MA $5,500,000 ST of VA $4,500,000 ST of LA $4,600,000 ST of CA $4,800,000 ST of WV $3,400,000 ST of CT $3,200,000 20 List any GSA contracts or Standing Offers GPC/NAPA holds no GSA schedules at this time. and Supply Arrangements (SOSA) that you hold. What is the annual sales volume for each of these contracts over the past three years? 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* State of Georgia Mary Zirock 404-631-1218 Chief Procurement Officer mzirock@dot.ga.gov City of Sacramento, CA Mark Stevens 916-808-5869 Fleet Manager mstevens@cityofsacramento.org State of Iowa Nancy Wheelock 515-725-2268 Purchasing Agent III nancy.wheelock@iowa.gov Department of Administrative Services Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 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 / Province * Scope of Work * Size of Transactions * Dollar Volume Past Three Years * State of Government Georgia - GA Deliver automotive and HD parts, Average size of 2020: $15,619,859 Georgia tools and equipment with same- transaction = $12,500. 2019: $10,490,747 day service to all State locations. 2018: $11,000,000 State of Government Washington- Deliver automotive and HD parts, Average size of 2020: $9,138,386 Washington WA tools and equipment with same- transaction = $17,500. 2019: $10,209,336 day service to all State locations. 2018: $8,800,000 State of New Government New Jersey - NJ Deliver automotive and HD parts, Average size of 2020: $5,654,831 Jersey tools and equipment with same- transaction = $9,170. 2019: $7,244,318 day service to all State locations. 2018: $6,500,000 State of Government Tennessee - TN Deliver automotive and HD parts, Average size of 2020: $5,612,763 Tennessee tools and equipment with same- transaction = $18,500. 2019: $6,173,588 (Sourcewell day service to all State locations. 2018: $6,500,000 Contract) Louisiana Education Louisiana - LA Deliver automotive and HD parts, Average size of 2020: $4,547,197 State University tools and equipment with same- transaction = $58,777. 2019: $4,584,579 day service to all University 2018: $3,311,418 locations. 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. Line Item 23 Question i Response * Sales force. Total Estimated U.S. & Canada GPC Employees = 45,000 We have a national Sourcewell sales initiative managed through Don Lachance, NAPA's government fleet sales manager. Our 52 distribution centers also have dedicated Territory Sales Managers, Commercial Sales Managers and Wholesale Managers, comprising 400+ sellers directly in the market. Finally, our 6,000+ NAPA stores have their own direct sales teams to help promote Sourcewell opportunities. All in, NAPA has more than 6,500 people who have a responsibility to promote and sell the Sourcewell contract in the U.S. and Canada. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 24 Dealer network or other distribution methods. GPC in 2021 owns and operates 52 distribution centers located throughout the United States that have return privileges with most of their suppliers, which protects GPC from inventory obsolescence. 25 Service force. These distribution centers are located in 40 states and service approximately 1,000 domestic company -owned NAPA AUTO PARTS stores located in 45 states and approximately 5,000 independently owned NAPA AUTO PARTS stores located in all 50 states. NAPA stores, in turn, sell to a wide variety of customers in the automotive aftermarket. Collectively, these independent automotive parts stores account for approximately 61% of the total U.S. APG sales and 22% of CPC's overall total sales. When a Sourcewell member customer orders a part, directly or online, the first resource to fulfill that request will be the nearest NAPA servicing store. If the part is in stock, it will be delivered to the customer within an agreed upon time frame, and maybe included in a daily/nightly shuttle delivery. If the part is not in stock at the nearest store, secondary and tertiary NAPA stores will be sourced from and the part will be included in a one-off or scheduled delivery. In situations where the part is not available at any nearby NAPA stores, our Distribution Centers carry millions of dollars of inventory that can be used to fulfill the request. As a final resort, we can always contact the part manufacturer directly to explore direct sourcing options. In all situations, there is a local team of sourcing experts who are dedicated to fulfilling all requests by Sourcewell members. As mentioned in our response to Question #23, we have more than 45,000 people dedicated to ensuring the parts Sourcewell customers need are available and delivered on time across the US and Canada. From a product availability standpoint, having 52 DCs enables NAPA to provide product as close to the customer as possible in most states including Alaska, Hawaii, and most US Territories. This is facilitated through the DC delivery process of deliveries to all 6000 stores a minimum of 5 times per week. NAPA uses a process of vehicle registration and product data to stock our DCs and stores by ZIP code. This ensures that we have a market specific product mix in each of our stores. NAPA 's DCs have on average $6 -$ IOM in inventory. Store sizes vary in size and scope, but with 6,000 in the US alone, we have one of the best store footprints in the automotive aftermarket. NAPA has 6000 thousand stores with between 2 and 6 delivery vehicles per store servicing the Sourcewell members and hundreds of tractor trailers delivering to the stores each night. Our personnel in each distribution center provide a comprehensive mixture of sales and product specialists that are available to service Sourcewell members. The list below illustrates the positions and the individuals focused on the sales and services contemplated in this RFP: • Sales Manager • District Manager • Wholesale Manager • Commercial Sales Managers • Major Account Government Sales Manager • Territory Sales Managers 3 to 5 • Commercial Sales Pro (Outside Sales Representative) one per GPC owned store, 2 to 25, depending on the number of company -owned stores • Store Sales Counter people • Independent NAPA store owners, outside sales, and counter people In total, there are nearly 10,000 people involved in the distribution of parts to, and customer satisfaction of, all of our Sourcewell member partners. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 26 Describe in detail the process and Our customer service program begins when the customer places an order and stays procedure of your customer service involved throughout the lifecycle of each order and the overall contract. When program, if applicable. Include your customers place an order directly with their servicing NAPA store, online via NAPA response -time capabilities and ProLink, or through a punchout in their enterprise system, customer service commitments, as well as any incentives functionality is built into the process to address questions and issues as they arise. that help your providers meet your stated service goals or promises. When it comes to delivery times, NAPA's standard metrics are as follows: In -Stock Parts Ordered Delivered within 60 minutes or less Non -Stocked Parts Ordered Delivered the next day Rare or Special Parts Ordered Delivered within 2 days 27 Describe your ability and willingness to provide your products and services to Sourcewell participating entities in the United States. NAPA has a special delivery feature that other providers do not offer. In the case of a special order part that is not available at local stores or distribution centers, Sourcewell members can access ordering from the manufacturer directly through NAPA Xpress, a function of our ProLink online cataloging portal. For example, if a city requires a one-off starter for an uncommon police vehicle and the local NAPA store and distribution center network does not have the part in stock, they can use NAPA Xpress to connect to that starter's manufacturer and have the part shipped directly to them, even next day, via UPS. NAPA Xpress is also available when ordering from a store via phone — the ordering member just needs to request direct to customer shipping. Finally, our customer service program continues after the purchase to support warranty claims on qualified products, as well as core credit and return processing. In the case of such types of return transactions, NAPA's local team is there to facilitate the process with the local NAPA DC or directly with product manufacturers to get each Sourcewell member the parts they need and the credits they are owed. GPC/NAPA is a current Sourcewell contract holder and is able and willing to provide all parts and services expressed in this RFP. We have a mix of company -owned and independent NAPA stores across the country that are fully bought in on participating in any agreement that arises from this proposal. While it is up to the individual independent stores to decide whether or not to participate, any store that elects to do so will generally do so under the terms proposed and agreed upon here. We have outlined our service and distribution network in several questions so far, so we would like to discuss our ability to promote this contract, if awarded. We have learned that educating our dealer locations on the specifics of the Sourcewell contract and their responsibilities to seek out lists of target Sourcewell contracting agencies is the first line of success for NAPA and Sourcewell. We also have a headquarters support network that helps us stay on track with our commitments to Sourcewell and its members by monitoring contract activity and promoting the cooperative purchasing message across our entire enterprise. The ability to provide these products and services starts and ends with effective communication and execution of the program to our 6,000 stores that deliver the value to Sourcewell members daily. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 28 Describe your ability and willingness to NAPA Auto Parts (UAP Inc.) has a wealth of resources, both in the field and in the provide your products and services to office across Canada to implement large agreements such as requested by Sourcewell participating entities in Canada. Sourcewell. We have resources at our head office in Montreal as well as in each region including the Pacific/West, Ontario, Quebec and the Atlantic. NAPA will allocate the necessary resources to ensure Sourcewell's needs are met. Across Canada, we have over 4,800 full-time direct employees servicing our stores, distribution centers and offices. We have a mix of company -owned and independent NAPA stores across the country that are fully bought in on participating in any agreement that arises from this proposal. While it is up to the individual independent stores to decide whether or not to participate, any store that elects to do so will generally do so under the terms proposed and agreed upon here. The NAPA Auto Parts Division is a network made up of automotive parts and accessories stores and paint and body product stores. We have nearly 600 NAPA Auto Parts stores across Canada and over 50 NAPA CMAX Paint and Body Shop Supply Stores. It also includes 8 distribution centers across Canada including the Atlantic, Quebec, Ontario, West and Pacific regions. Including 1 logistic center in Long Sault, Ontario. Napa will be supporting the Sourcewell contract amongst 4 regions across Canada: Atlantic, Quebec, Ontario and the Western region. NAPA Canada also partners with Rural Municipalities Association (RMA), a sister cooperative, on certain contracts in Canada. 29 Identify any geographic areas of the United NAPA has a strong presence in every region and is fully capable of serving the US States or Canada that you will NOT be and Canadian geographical locations described in this RFP of current and future fully serving through the proposed contract. members and represented associations. NAPA has a national presence from coast to coast across both the US and Canada. Thanks to our 6,000-store US and 600-store Canadian network and our strategic distribution center locations, we can meet all members' needs in a short amount of time, wherever they are operating. 30 Identify any Sourcewell participating entity NAPA stores will cover all 50 states and all areas in those states with same to next sectors (i.e., government, education, not -for- day service. NAPA also services all 10 provinces in Canada through this contract profit) that you will NOT be fully serving with 600 NAPA Canada/UAP stores that can offer the same services at the through the proposed contract. Explain in Canadian pricing provided in this RFP. detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 31 Define any specific contract requirements There are no general contract restrictions that apply to any location in the US that or restrictions that would apply to our NAPA services, including Hawaii, Alaska and US Territories. NAPA does not have participating entities in Hawaii and Alaska locations in Puerto Rico. and in US Territories. Table 7: Marketing Plan m LiQuestion Response* Ite Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 32 Describe your marketing strategy for promoting this contract opportunity. Upload representative samples of your marketing materials (if applicable) in the document upload section of your response. NAPA's general marketing program strategy to promote the contract nationally will be to provide a full array of marketing flyers, sales sheets, and announcements through announcement bulletin utilization for both the new award and updates during the contract period. The implementation of those aspects will bring visibility to the Sourcewell member in our stores through the mobilization of our field sales force. Specific training videos have already been put in place in support of the contract we currently have to train sales management, store owners, outside salespeople, and store employees. This training will directly increase the marketability of the contract throughout our sales organization. Co -branding of our logos will be incorporated on these pieces to inform the recipients of our "regular" marketing collateral to inform that NAPA is a Sourcewell contract holder. If awarded, Sourcewell contract details will be communicated through our national bulletin process. This program bulletin communicates to all 6,000 stores, Field Sales Management, and all direct sales teams the specifics of the new contract, the contract pricing, and the intent of the program through the contract award. Once published, the bulletin will be available through our internal website entitled NAPA Connect. This site is where all stores and field management go to see and understand all the national account programs that NAPA provides to its stores. If awarded, Sourcewell will continue to be classified in our national account programs. NAPA has a great deal of system or legacy knowledge built into our culture based on the number of years that we have enjoyed the contractual relationship, but our communication will not take that for granted. NAPA has a national team dedicated to marketing and growing our most important contracts, including everything Sourcewell. In addition to training this team on selling the value of our Sourcewell contract, we have headquarters -driven digital and print marketing efforts as well. Below are several examples of our available marketing materials and efforts and samples will be provided as attached documents. • Salesforce.com — customer relationship management software that has been customized to track communications, lead progress, contract status, success metrics and more for Sourcewell prospects and existing customers. This allows our sales team to sell the program more efficiently. • Print Materials — marketing materials available to our sales team and customers include Sourcewell customer case studies, Sourcewell benefits and process flyers, customer information packet content and more. • Presentation Materials — our team has access to a predeveloped suite of digital content and presentation materials (PowerPoint slides) that promote the benefits of implementing Sourcewell contracts. • Video Content — we are in the process of developing specific video content that discusses Sourcewell opportunities with existing IBS customers using the contract. These videos will be available for use in presentations, on our website, on social media and more. • Fleet Industry Events — NAPA sales and marketing experts attend more than 50 industry events across the US and Canada each year and we make specific efforts to promote the Sourcewell contract at each one where it applies. Some of the most significant industry events we attend on a regular basis include: National Events o NAFA I&E o Government Fleet Expo (GFX) o FleetCon presented by FleetPros Regional Events Florida Association of Government www.FLAGFA.org www.NAFA.org www.governmentfleetexpo.com www.FleetPros.org Fleet Administrators (FLAGFA) Georgia Association of Pupil Transportation (GAPT) www.GAPTonline.org Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 33 Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness. NAPA Marketing employs a team of experts dedicated to effectively driving web traffic to various NAPA websites that promote our products and contract opportunities. The team uses search engine optimization strategies, including site metadata, to reach the widest possible audience of qualified decision makers for Sourcewell entity prospects and current members. Social media, such as Linkedln, is an avenue we use to both network with fleet decision makers who we can educate about Sourcewell and promote events that we will be participating in. We further participate on event websites, in digital newsletters and email blasts and mobile apps. We also promote customer and vendor awards that tie into our Sourcewell offering to grow awareness and interest in the contract. All social media efforts are tracked so we can optimize our performance with respect to driving interest in this contract. 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 in promoting contracts arising out of part of the way they sell our aftermarket solutions to governments. The materials and tools this RFP? How will you integrate a we provide to our team have been developed specifically to this end and every applicable Sourcewell-awarded contract into your customer we meet with is presented the Sourcewell contract option. While we will continue sales process? to drive the success of this partnership, there are clearly defined ways in which Sourcewell can help the marketing effort: Marketing Materials — Sourcewell can provide materials that help train our specialists and educate our customers on the benefits and procurement process of using Sourcewell contracts. Continuing Education — provide our team with access to Sourcewell knowledge through online training, live and digital seminars, trade show involvement and personal consulting via phone calls with your team. Government Contacts — supply direct access to government fleet and procurement decisionmakers who have expressed interest to you in the Sourcewell IBS contract. Legislation — continue to drive legislative approval across the US and Canada for the ability to adopt Sourcewell contracts. 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 Online: Our primary online ordering portal, www.NAPAOnline.com offers a customers have used it. catalog of more than 500,000 parts and supplies that are available to Sourcewell members today. Ordering online allows stock and hot -shot orders to be placed by an agency and fulfilled through the local servicing NAPA store or distribution center in the most timey way possible. NAPA ProLink: NAPA ProLink is another exclusive online ordering and messaging system for customer shops to order NAPA branded parts from our stores or distribution centers. It gives the customer direct digital access to our catalog of more than 500,000 SKUs, all available on this contract. Enterprise E-Procurement: NAPA has the capability to provide digital cataloging through punchouts and EDI interfaces placed directly within a customer's enterprise procurement system. On our e-commerce website, www.NAPAIBIZ.com, we show companies that use large eProcurement programs how to register with NAPA to access our NAPA catalog. Platforms supported include Ariba, SAP, Oracle, Epicor, Ketera, Jaggaer, Proactis/Perfect Commerce, Coupa and more. We also offer digital warehousing solutions with JD Edwards and Manhattan products. Table 8: Value -Added Attributes Line Question Response Item Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 36 Describe any product, equipment, Product training on all diagnostics available through NAPA AutoTech program and available maintenance, or operator training online at www.NAPATraining.com. This is a fee -based training comprehensive program for programs that you offer to classroom and web. Training / maintenance offered by most NAPA suppliers, much at no Sourcewell participating entities. cost. No training is standard as expertise will vary from one employee to another, all Include details, such as whether training is to be scheduled and discussed. All NAPA Tools & Equipment suppliers offer training is standard or optional, suggested maintenance procedures for products sold. This would include proper installations, who provides training, and any safety procedures and contacts for on -site installations. NAPA provides training on many costs that apply. levels. 37 38 Technician Training: a. Designed for the professional technician. b. Provided by professional certified trainers C. Shop Management Training d. Designed for the professional technician, shop managers e. Provided by professional certified trainers Please find a list of available training courses attached as a supplemental upload. Describe any technological NAPA's proposal covers multiple technological advances in the following: advances that your proposed Electronic Ordering products or services offer. Product Information Diagnostic Repair eProcurement Audit process Mechanical Shop and Body Shop Estimators System integration, Shop management integration, ordering - NAPA currently integrates with dozens of shop management programs ProLink is one of the industry's best electronic ordering interfaces. It provides catalog lookups, part images, and job "kits", recalls last and common orders, and loads specific vehicles (which are perfect with fleets with the same type vehicles) and more. ProLink shows parts price and availability at the local NAPA store, as well as the store's supplying DC ProLink can be used to compare contract price with that of list so that price verification can be utilized at the time of ordering eliminates the need for calling and faxing; ordering is done online. NAPA can work with government agencies to provide special pricing on Mitchell On Demand: This is a web and PC based program that aids Sourcewell members to estimate repairs for authorization. Provide OE repair procedures and diagnostic aids. Track labor and supplies to a specific asset. Color wiring diagrams Describe any "green" initiatives that relate to your company or to your products or services, and include a list of the certifying agency for each. • Technical specifications that include optional Medium and Heavy Duty applications • Flow Charts • Technical Service Bulletins • Maintenance Schedule Our full Corporate Sustainability Plan will be provided as an attachment to this proposal. It is also available on our Sustainability page on www.genpt.com. RCI-Safe Solutions - our sustainability partner - has officially launched CPC's sustainability awareness efforts. Look for GPC's new GROW program to highlight specific environmental efforts made by employees. The GROW program focuses on targeted campaigns that emphasize personal responsibility and spotlights GPC's environmental heroes. GROW promotes a renewed approach of how to Reduce, Reuse and Recycle. GPC has the following priorities in place in terms of our Green Program • Reduce Air Emissions/Efficient Delivery Routing • Identify Pollution Prevention Opportunities • Communicate the Message • Practice Water Conservation • Reduce Fuel Consumption • Minimize Operational Waste • Implement Energy Conservation • Provide Green Products and Services NAPA Markets and Sells Many Green Initiative Products • Smart Washers • Challenger Water In -Ground Lifts • 3M lead free wheel weight system • Schumacher solar battery charger/maintainers • Energy Logic - waste oil burners • Vortex waterborne auto paint - no solvents • Valvoline Next Gen oil - made with recycled oil • Recycled Batteries, remanufactured electrical and steering components Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 39 Identify any third -party issued eco- See attached GPC Corporate Sustainability Plan. More detail is also available on our labels, ratings or certifications that Sustainability page at www.genpt.com. your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. 40 Describe any Women or Minority Business Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. Genuine Parts Company is a publicly traded corporation. Thus, we are not a WMBE or SBE. However, expanding opportunities for small and women and minority owned businesses is important at NAPA. A strength of the NAPA capabilities for this RFP is that we are not all corporate stores centered around a large corporate office, but we are a collection of thousands of small businesses that can support the Sourcewell contract and its members' purchasing goals. Our main distribution and sales channel to Sourcewell members and prospective members will be through our 6,000 retail outlets, 5,000 of which are independently owned and operated NAPA Automotive and Truck Parts stores. Based on the size and geography of these locations, many may be qualified as SBEs, WBEs, DBEs and some in HUB Zones. As a corporation overall, we still maintain strict guidelines on diversity and inclusion in our operations. Our commitment to —and appreciation for —diversity and inclusion at Genuine Parts Company is a part of everything we do. You can see it every time we interact with customers, collaborate with colleagues and partner with members of the community. Across our Company, we value diversity and benefit from the exceptional insights, talents and experiences of our workforce. We believe that by embracing the differences and similarities of each individual, the work environment improves for our employees and enhances our overall business performance. Diversity goes beyond race and gender. It celebrates and values differences in age, outlook, cultural background, lifestyle, and physical ability. We are committed to fostering an environment where everyone can contribute to our collective success. In principle: We want the best person for every position. We want to provide opportunities for diversity of experience and interaction. We want to create an environment of diverse ideas and viewpoints to ultimately arrive at better decisions. Our commitment to Diversity and Inclusion honors the Power of Genuine Talent. Please see our Corporate Sustainability Plan uploaded to the documents section of this proposal for more information on our corporate diversity policies. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 41 What unique attributes does your company, your products, or your services offer to Sourcewell participating entities? What makes your proposed solutions unique in your industry as it applies to Sourcewell participating entities? Table 9: Warranty NAPA Auto Parts provides a truly unique solution in the aftermarket automotive parts supply industry that benefits Sourcewell members in several ways. First, the NAPA network is comprised of more than 5,000 small businesses that distribute our products nationwide. These are local, taxpaying employees who live and work in member communities and care about supporting their government agencies as much as their government cares about supporting them. Using these small businesses can help Sourcewell members meet their diverse purchasing initiatives across the US and Canada. Next, NAPA has access to more than 465,000 SKUs that cover not just light -duty automotive, but a plethora of other categories that cannot all be found under any other roof. Consolidating a member's supply chain saves them time and money in managing their parts operation. Some unique product and service examples include: • Nearly 5 million SKUs of MRO and Industrial products through our sister company, Motion Industries • NAPA Filters • NAPA Heavy Duty • NAPA Undercar • NAPA Electrical Sales and Under Hood • Martin Senour Paint • Balkamp • NAPA Tools and Equipment • NAPA Brakes • NAPA Heating and Cooling • NAPA TRACS - powerful estimating, technical information and shop management solutions • IBIZ — enterprise/purchasing system integrations and technology solutions • Mitchell 1 and Mitchell On Demand services Additionally, NAPA invests year over year in cutting edge technologies to help us better serve our government customers. Between online cataloging and ordering, digital fulfillment tracking at our distribution centers, reporting customization and more, we are able to use technology to optimize our supply chain and get parts to the customer faster and cheaper. We also take part in technology innovations our customers are implementing, such as the Team Georgia Marketplace. The Team Georgia Marketplace connects the procurement tools of different state agencies all through one application to streamline the purchasing process and NAPA is a valued vendor participating in the initiative. Furthermore, NAPA has more than 10 years of experience partnering with Sourcewell through multiple contracts. We have staff in all 50 states that have been fully trained on the inner workings of Sourcewell contracts, the benefits they provide to Sourcewell members, and how to executive contracts effectively to deliver the best solutions to our customers more quickly than anyone else. Finally, NAPA is the pioneer of the Integrated Business Solutions (IBS) program and exclusive industry leader in the fleet vendor managed inventory industry. Providing additional value added solutions to government fleets across the US and Canada streamline their supply chain, including non -contract products such as OE parts, tires, bulk fluids and more, is one further step that NAPA takes to employ the best practices across the parts industry. Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Question Item Response* Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 42 Do your warranties cover all products, parts, and All products supplied pursuant to an awarded contract are subject to the labor? terms of written warranties provided by the manufacturer of each product, and NAPA 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 pursuant to an awarded contract. ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturers' warranties are available to the Participating Entity upon request. Proposer will pass through all available warranty benefits from the applicable manufacturer to the Participating Entity to the extent permitted by contract or law. NAPA's warranties cover all products and parts, but not all the labor. Most NAPA manufacturers will reimburse for reasonable labor costs to the extent the damage was solely attributable to a defect in the NAPA product. Each warranty is viewed on a case -by -case basis and, in some cases, labor may not apply. Each one of NAPA 's individual parts warranties is on-line at our two websites (www.napaonline.com and www.napaprolink.com), plus warranty information is provided in the original NAPA packaging. 43 Do your warranties impose usage restrictions or NAPA has different warranties for different parts, plus different warranties for other limitations that adversely affect coverage? different grades of parts. As an example, NAPA utilizes both new and remanufactured components. There will be a different warranty on a new vs. a remanufactured part. The new may have a limited lifetime, whereas the warranty on a remanufactured component may be 2 years/24,000 miles. Certain components, like filters and brake pads have warranties dependent on the level (good, better, best), but might have restrictions that could affect coverage. Example an air filter that was used in a harsh environment, say extremely dusty or in a rugged industrial setting (drilling environment) might be seen as a limitation compared to one that is strictly on road/highway usage. 44 Do your warranties cover the expense of NAPA's warranties do not have specific coverage that covers the expense of technicians' travel time and mileage to perform technician's travel time and mileage. However, we will provide a review and warranty repairs? attempt to assist a Sourcewell member in working with our manufacturers to determine if the aforementioned expense and individual circumstances warrant such a claim. The defective part and repair information will need to be retained and provided upon request. 45 Are there any geographic regions of the United As NAPA is a distributor of automotive parts in the US and Canada and States or Canada (as applicable) for which you not a manufacturer of those parts, we do not offer any warranty repair cannot provide a certified technician to perform service directly through our parts contracts. We do have NAPA AutoCare warranty repairs? How will Sourcewell centers in the US and NAPA AutoPro centers in Canada that perform participating entities in these regions be provided automotive repairs, but they would not fall under the scope of this proposal. service for warranty repair? 46 Will you cover warranty service for items made by One of the key benefits of our program is the tracking and processing of other manufacturers that are part of your proposal, parts manufacturer warranties for our government agencies. NAPA outlines or are these warranties issues typically passed on our warranty policy in each contract and has the responsibility to track and to the original equipment manufacturer? report on this for hundreds of suppliers that we procure parts from for our agency customers. In the case where NAPA is requested to procure parts from manufacturers outside of the NAPA system, we will work with the Sourcewell member and each individual manufacturer to process warranty claims that arise. As we are not the manufacturer of such parts, though, we do not offer any warranties on them directly. 47 What are your proposed exchange and return NAPA stands behind our products and will accept returns on unused, programs and policies? normally stocked products when packaging is undamaged and the item can be re -inventoried. Special order items may be subject to restocking fees even if the packaging is never opened. Sourcewell members should personally review special orders with their servicing NAPA store to make sure there are no questions regarding pricing, shipping, and delivery. 48 Describe any service contract options for the Our proposal is for a parts supply program. Service contract options are items included in your proposal. available through our Sourcewell NAPA IBS vendor managed inventory contract #110520 — GPC. NAPA is responding only to the parts portion of this RFP. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D Table 10: Payment Terms and Financing Options Line Item Question Response* 49 What are your payment terms (e.g., net 10, net 30)? NAPA Auto Parts standard payment terms are Net 30 days. 50 Describe any leasing or financing options available for use NAPA does not offer leasing or financing options as part of NAPA's by educational or governmental entities. parts supply program. 51 Briefly describe your proposed order process. Include The order process for this proposal and contract will be determined enough detail to support your ability to report quarterly upon the Sourcewell Member preference. Generally, the majority of sales to Sourcewell as described in the Contract template. orders placed by Sourcewell members will be directed at their local For example, indicate whether your dealer network is NAPA store. The pathway in which those orders will be received by included in your response and whether each dealer (or the NAPA store would be via phone, fax, e-mail, ProLink some other entity) will process the Sourcewell participating (www.napaprolink.com), eProcurement integration (EDI or XML) or entities' purchase orders. even a walk in order. Once we receive an order with the appropriate work order or P.O. number, the store is responsible for the parts delivery service requirements of the contract. To ensure contract compliance, the accounts for Sourcewell members are flagged at the NAPA store for transmission to NAPA Headquarters. All resulting invoices from orders are captured at the NAPA Auto Parts store, and the line item detail is transmitted to NAPA Headquarters where the data is rolled up from all the Sourcewell member's invoices into the Sourcewell Major Account. This allows NAPA to report consolidated sales numbers back to Sourcewell on a quarterly basis. NAPA's entire dealer network is included in our response. The individual NAPA Auto Parts Store will process orders as they are fulfilled, and this will be consolidated and reported by NAPA Headquarters to Sourcewell quarterly. 52 Do you accept the P-card procurement and payment Yes, traditionally NAPA accepts P-card payments from government process? If so, is there any additional cost to Sourcewell agencies, where applicable, and does not charge additional fees for participating entities for using this process? using P-cards. We take government p-card security very seriously and are doing several things to protect agencies who elect to use this payment method. When using p-cards, members may be required to obtain tokenization authorization from the store, which verifies the ownership of the card and logs the information and approval to use it for such purchases. Without this tokenization, p- cards may not be accepted by servicing NAPA stores. Table 11: Pricing and Delivery 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 Item 53 Question Describe your pricing model (e.g., line -item discounts or product -category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal Upload your pricing materials (if applicable) in the document upload section of your response. Response* NAPA's pricing model is a product category discount model off list price. As NAPA has with previous contracts, we will continue to offer a competitive nationwide ceiling price for Sourcewell members. NAPA's prices on individual products shall increase and decrease throughout the term of the contract. The pricing profile/methodology shall, however, remain firm. NAPA passes on both price increases and decreases it receives from its suppliers on to the Members. NAPA cannot provide written notice to Sourcewell every time an individual product increases in price. The attached Sourcewell 9074 Price Profile will be implemented at the store level to all members that choose to utilize the Sourcewell contract. This pricing will be available at all company -owned and independent NAPA stores across the US. The pricing provided by NAPA Canada differs from that provided by NAPA US but is based off of a similar model and will apply across Canada as the US pricing does across the US. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 54 Quantify the pricing discount represented by the pricing NAPA's proposed average discount percentages range up to 60% proposal in this response. For example, if the pricing in off list depending on the product. The attached price files illustrate your response represents a percentage discount from discount rates for the products covered by our proposal. MSRP or list, state the percentage or percentage range. 55 Describe any quantity or volume discounts or rebate Special volume discounts and/or rebates may be offered on an programs that you offer. individual basis, depending on the individual circumstances and the potential volume of the Sourcewell member. NAPA may offer special one-off pricing for volume or stocking orders if requested by the Sourcewell member. These prices will be handled on an individual basis and they will not exceed the contract price. 56 Propose a method of facilitating "sourced" products or NAPA agrees to deliver from time -to -time sourced goods and related services, which may be referred to as "open services to be sourced and shall include all actual net costs market" items or "nonstandard options". For example, you including our actual cost and inbound shipping, plus a maximum 25 may supply such items "at cost" or "at cost plus a percent additional margin. This cost plus will be calculated and percentage," or you may supply a quote for each such agreed upon between the Sourcewell member and the local NAPA request. store on a case -by -case basis. 57 Identify any element of the total cost of acquisition that is Generally, parts and equipment are provided at the cost specified in NOT included in the pricing submitted with your response. our pricing list. NAPA does not charge Sourcewell members freight This includes all additional charges associated with a costs for standard stocking parts. Additional costs may be incurred purchase that are not directly identified as freight or for items outside of hard parts, such as special order shipping, shipping charges. For example, list costs for items like pre- training, equipment installation, etc. but these are typically non- delivery inspection, installation, set up, mandatory training, standard line items. or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 58 If freight, delivery, or shipping is an additional cost to the As stated in Question #57, freight is not charged on NAPA parts, Sourcewell participating entity, describe in detail the barring special requests or orders. However, if a part needs to be complete freight, shipping, and delivery program. expedited for an emergency situation, the process is very simple. The agency lets us know the timeframe of the need, NAPA reaches out to our freight partners to estimate the cost, NAPA informs the agency of the charge and, with approval from the customer, we will agree to ship the part. In this case, the freight charge will be added to the invoice for that part as a separate line item for complete transparency. 59 Specifically describe freight, shipping, and delivery terms or As we have a local presence in Alaska and Hawaii, there are no programs available for Alaska, Hawaii, Canada, or any different terms or programs for these regions than in the continental offshore delivery. US. Customer delivery distance from the servicing store will affect freight charges, but not differently in those regions. Exchange and returns are the same. In Canada, deliveries of products will be made free of charge. Freight charges may apply to garage equipment and emergency orders of automotive parts and accessories in which case Sourcewell members will have first agreed to the additional freight charges. Additional shipping costs are determined on case -by -case basis and are dependant on the items being shipped. It typically affects larger items (i.e. hoists) where costs are determined at the time of sale. NAPA works with our supplier network to provide a delivery method to "Drop Ship". In certain circumstances, such as large quantities or large products, it is a method we can offer to Sourcewell members. Offshore shipping will be established as "as needed" and agreed to by the NAPA store and the Sourcewell Member. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 60 Describe any unique distribution and/or delivery methods or NAPA has a special delivery feature that is exclusive to NAPA options offered in your proposal. stores. In the case of a special order part that is not available at local stores or distribution centers, Sourcewell members can access ordering from the manufacturer directly through NAPA Xpress, a function of our Prol-ink online cataloging portal. For example, if a city requires a one-off starter for an uncommon police vehicle and the local NAPA store and distribution center network does not have the part in stock, they can use NAPA Xpress to connect to that starter's manufacturer and have the part shipped directly to them, even next day, via UPS. NAPA Xpress is also available when ordering from a store via phone — the ordering member just needs to request direct to customer shipping. The huge advantage of this program for Sourcewell members is that it harnesses access to inventories not only at local NAPA stores and distribution networks across the entire country, but through our manufacturers as well, all with one click or call. Table 12: Pricing Offered Item The Pricing Offered in this Proposal is: * Comments 61 b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing No additional comments. departments. Table 13: Audit and Administrative Fee Line Item Question Response* 62 Specifically describe any self -audit process or program that you NAPA self -audits both our contract pricing to Sourcewell plan to employ to verify compliance with your proposed Contract members and our sales reporting and administrative fee paid with Sourcewell. This process includes ensuring that Sourcewell to Sourcewell each quarter. participating entities obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Contract Price Compliance Self Audit: Vendor remits the proper administrative fee to Sourcewell. NAPA has developed programming that will at the end of every quarter take the sales by Sourcewell members and compare them to the profile price. This new programming will enable for exception reporting to be accomplished so that NAPA will ensure that each equipment order is in contract compliance. Quarterly Sales Reporting and Administrative Fee Self Audit: To ensure that NAPA reports all sales under the contract each quarter and that NAPA remits the proper administrative fee to Sourcewell, a quarterly process has been instigated to ensure that all entities under contract have been flagged and reported appropriately. 63 Identify a proposed administrative fee that you will pay to U.S. Operations: NAPA will pay Sourcewell 2% of net Sourcewell for facilitating, managing, and promoting the Sourcewell qualified purchases for the entire contract period (if Contract in the event that you are awarded a Contract. This fee awarded). NAPA shall issue contract fees to Sourcewell on is typically calculated as a percentage of Vendor's sales under the a quarterly basis based on total qualified net sales of all Contract or as a per -unit fee; it is not a line -item addition to the registered Sourcewell members that NAPA US operations Member's cost of goods. (See the RFP and template Contract for sell to for that period. The 2% administrative fee on all additional details.) purchases shall be paid to Sourcewell within forty-five (45) days after the end of each calendar quarter. Canadian Operations: On any direct Sourcewell contracts in Canada, not involving any other associations or cooperative contracts, NAPA Canada will pay Sourcewell the same 2 percent administrative fee on all qualified NAPA parts purchases. The administrative fee on all purchases shall be paid to Sourcewell within forty-five (45) days after the end of each calendar quarter. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Item Question Response" 64 Provide a detailed description of the NAPA distributes replacement parts (other than body parts) for substantially all motor equipment, products, and services that you vehicle makes and models in service in the United States, including imported are offering in your proposal. vehicles, trucks, SUVs, buses, motorcycles, recreational vehicles and farm vehicles. In addition, GPC distributes replacement parts for small engines, farm equipment and heavy-duty equipment. Our inventories also include accessory items for such vehicles and equipment, and supply items used by a wide variety of government customers in the automotive aftermarket, such as cities, counties, states, K-12 districts and higher education institutions. We offer light-, medium- and heavy-duty parts for municipal departments like police, fire, sanitation and public works as well as people transportation parts used in universities and public transit agencies. No matter the part, we are able to provide the supply chain to get Sourcewell members the products they need when they need them. Please see our NAPA product line card included as a supplemental upload titled: Marketing Materials. NAPA has 52 distribution centers that service 6,000+ retail stores nationwide. They contain more than $1 billion of fleet parts and other replenishment inventory for our network nationally. NAPA stocks more than 465,000 aftermarket parts and items with same day and next day delivery. We can provide inventory, distribution, and local support in any area of the US and our network is available 365 days each year to get Sourcewell members parts efficiently. Our network starts with the 5,000 local, small business NAPA stores that support your members in the areas where they operate. This helps us place a strong emphasis on supporting local businesses. In addition, we have the strength of our 1,000-store corporate -owned distribution network backing up the NAPA program across the country. These stores have the financial support of NAPA headquarters and are key hubs in providing reliable staffing and distribution to Sourcewell members. All our stores, regardless of ownership, can source and stock the products that your agencies need. Within these stores are tens of thousands of fully trained employees who are familiar with the processes of servicing large cooperative and other major accounts. They provide full support to government agencies ordering from them today and are ready to take on the increased business that this contract would bring. When it comes to ordering, parts orders may be placed via phone, email, walk-in or electronically depending on the individual agencies' preferences and capabilities. Advance orders may either be held for will -call pickups or delivered via an agreed upon supply schedule. Our program is designed to allow each Sourcewell member the ability to do business in the ways that suit them best. Sales receipts for all orders include all the information that would be provided on an invoice, including account number, item descriptions, quantities, price, PO# if requested by the individual member and date and time of order. 65 Within this RFP category there may be NAPA is able to provide all product categories listed in Table 14B, including: subcategories of solutions. List subcategory titles that best describe your products and Air conditioning, heating, cooling, and climate control services. Alternators, starters, batteries, electrical, and ignition systems Bearings - ball and roller Belts, hoses, gaskets, and seals Brakes Bumpers, body, cab, and chassis parts Emission and exhaust Engine and drive train Filters - oil, fuel, air, and transmission Oils and lubricants - regular and synthetic Pumps - fuel and water Safety and security systems Interior and exterior parts and accessories Lamps, lighting, mirrors, and wiring Pumps - fuel and water Suspension, shocks, struts, and steering Wipers and washers Heating and cooling (engine) Vehicle paint and primer Tools and equipment Heavy Duty parts Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 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 Item Category or Type Offered Comments 66 Air conditioning, heating, cooling, and r Yes NAPA stocks several different kinds of products in this category climate control r No at all 6000 NAPA Auto Parts Store Nationwide. 67 Alternators, starters, batteries, r Yes NAPA stocks several different kinds of products in this category electrical, and ignition systems r No at all 6000 NAPA Auto Parts Store Nationwide. 68 Bearings - ball and roller Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 69 Belts, hoses, gaskets, and seals r Yes NAPA stocks high quality Gates Brand Belts and Belts in all r No stores and all Distribution centers. 70 Brakes Yes NAPA stocks several different kinds and levels of Brakes, Pads r No and Rotors in this category at all 6000 NAPA Auto Parts Store Nationwide. 71 Bumpers, body, cab, and chassis r Yes NAPA stocks several different kinds of products in this category parts r No at all 6000 NAPA Auto Parts Store Nationwide. 72 Emission and exhaust Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 73 Engine and drive train r Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 74 Filters - oil, fuel, air, and transmission r Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 75 Oils and lubricants - regular and r Yes NAPA stocks several different kinds of products in this category synthetic r No at all 6000 NAPA Auto Parts Store Nationwide. 76 Pumps - fuel and water Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 77 Safety and security systems r Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 78 Interior and exterior parts and Yes NAPA stocks several different kinds of products in this category accessories r No at all 6000 NAPA Auto Parts Store Nationwide. 79 Lamps, lighting, mirrors, and wiring r Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 80 Pumps - fuel and water Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 81 Suspension, shocks, struts, and r. Yes NAPA carries multiple brands of shocks and Struts for steering steering r No components at all NAPA stores 82 Wipers and washers Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 83 Heating and cooling (engine) c Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 84 Vehicle paint and primer C: Yes NAPA stocks several different kinds of products in this category r No at all 6000 NAPA Auto Parts Store Nationwide. 85 Tires, OEM vehicle parts, and garage r Yes NAPA sells several different kinds of products in this category at and fleet maintenance equipment, r No all 6000 NAPA Auto Parts Store Nationwide. tools and supplies as described in RFP Section ll. B. 1. b. Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D Table 15: Industry Specific Questions Line Item Question Response* 86 If you are awarded a contract, provide a Below are several examples of internal metrics that we will track to optimize our few examples of internal metrics that will contract growth strategies, if awarded: be tracked to measure whether you are having success with the contract. Overall Contract Member Purchases - our contract reporting system will track overall Sourcewell contract member purchases by agency to ensure contract compliance, contract adoption and overall Sourcewell member satisfaction. Market Coverage - we can identify where we have an active Sourcewell contract presence across our US and Canada markets and pinpoint opportunities for new market growth over the course of the contract. Sourcewell Account Registrations - new Sourcewell member contracts are identified in our reporting system so we can promote growth of the total number of participating entities utilizing the NAPA contract and partnership. Contract Segmentation - we will break out Sourcewell member purchases into industry verticals to identify opportunities to grow in segments where we may be stagnant and develop specific marketing materials to drive new contracts in underutilized categories. 87 Describe any electronic service NAPA does not provide any electronic service programming subscriptions under the programming subscriptions and service scope of this proposal. information provided within your proposal along with any associated costs. 88 Describe your ability to provide Through our Vistex and Qlik reporting software and our dedicated finance, customized reports of historical purchases accounting and reporting teams at NAPA headquarters and locally in our operations, and participating entities accounts payable NAPA provides customized reporting for hundreds of government and private sector management. customers on a quarterly basis or as needed by the Sourcewell member, generally within 30 to 45 days after a quarter has ended. Reporting is customizable for each member, so NAPA remains flexible in the format and timing of reporting to meet each customer's needs on a case -by -case basis; the reporting described above is the standard base level that NAPA provides. On an ad -hoc basis, NAPA can provide a specific Sourcewell member with SKU- level data over a specific timeframe and our team is also available to provide an in- depth spending analysis comparing them to other government agencies of similar size and makeup. 89 Describe any online parts catalog and Our NAPA parts catalog, consisting of more than 465,000 SKUs, is all available ordering capabilities that can be provided online to Sourcewell members. The following are a few of the most common digital or are included. If applicable, identify any methods used to order from us: additional costs associated with this service. NAPA Prolink: NAPA Prolink is another exclusive online ordering and messaging system for customer shops to order NAPA branded parts from our stores or distribution centers. It gives the customer direct digital access to our catalog of more than 500,000 SKUs, all available on this contract. Enterprise E-Procurement/Punchout: NAPA has the capability to provide digital cataloging through punchouts and EDI interfaces placed directly within a customer's enterprise procurement system. On our e-commerce website, www.NAPAIBIZ.com, we show companies that use large eProcurement programs how to register with NAPA to access our NAPA catalog. Platforms supported include Ariba, SAP, Oracle, Epicor, Ketera, Jaggaer, Proactis/Perfect Commerce, Coupa and more. We also offer digital warehousing solutions with JD Edwards and Manhattan products. There is no fee associated with the use of NAPA's online cataloging or NAPA Prolink. Enterprise software integrations, if required by the customer, could have nominal costs that are negotiated on a case -by -case basis before implementing any solutions. 90 Identify the vehicle makes for which your NAPA provides replacement parts for all light- and heavy-duty makes and models offered parts are used. across the US and Canada. 91 Identify the vehicle engine types for which NAPA provides replacement parts for all engine types across the US and Canada. your products are manufactured (e.g., gasoline, diesel, CNG, propane, hybrid, electric, etc.) Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 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 March 24, 2021 12:26:37 • Marketing Plan/Samples - Question #32 - Marketing Materials.pdf - Wednesday March 24, 2021 12:27:31 • WMBE/MBE/SBE or Related Certificates - Question #39 - Corporate Sustainability Plan.pdf - Wednesday March 24, 2021 12:29:32 • Warranty Information (optional) • Pricing - Pricing - US 9074 & Canada.pdf - Wednesday March 24, 2021 12:29:47 • Upload Additional Document - Question #36 - Autotech Training Brochures.pdf - Wednesday March 24, 2021 12:30:11 Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 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: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury_gov/ofac/downloads/sdnlist.pdf; 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: https://sam.gov/SAM/; or Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts DocuSign Envelope ID: 6BEC61CF-A289-4E75-8558-9EBBBC8A9C9D 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government 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. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Jett Kuntz, Vice President NAPA Fleet and IBS, Genuine Parts Company dba NAPA Auto Parts 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 a 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) Addend um_4_Aftermarket_Veh icle_Parts_RFP_032521 Fri March 19 2021 12:55 PM Addend um_3_Aftermarket_Veh icle_Parts_RFP_032521 Thu March 112021 12:31 PM Addend um_2_Aftermarket_Veh icle_Parts_RFP_032521 Fri February 19 2021 04:46 PM Addend um-1 _Aftermarket_Veh icle_Parts_RFP_032521 Thu February 18 2021 01:56 PM r r r r Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts