Parts Authority Contract — Riverside City Council, July 14, 2026

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MASTER AGREEMENT #080124
CATEGORY: OEM Vehicle Parts and Supplies
SUPPLIER: PAI Holdco, Inc.

This Master Agreement (Agreement) is between Sourcewell, a Minnesota service cooperative located at 202 12th Street Northeast, P .O. Box 219, Staples, MN 56479 (Sourcewell) and PAI Holdco, Inc., 3 Dakota Dr. Ste 110, New Hyde Park, NY 11042 (Supplier).

Sourcewell is a local government and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) oﬀering a Cooperative Purchasing Program to eligible participating government entities.

Under this Master Agreement entered with Sourcewell, Supplier will provide Included Solutions to Participating Entities through Sourcewell’s Cooperative Purchasing Program.

Article 1:

General Terms

The General Terms in this Article 1 control the operation of this Master Agreement between Sourcewell and Supplier and apply to all transactions entered by Supplier and Participating Entities. Subsequent Articles to this Master Agreement control the rights and obligations directly between Sourcewell and Supplier (Article 2), and between Supplier and Participating Entity (Article 3), respectively. These Article 1 General Terms control over any conﬂicting terms. Where this Master Agreement is silent on any subject, Participating Entity and Supplier retain the ability to negotiate mutually acceptable terms.

1) Purpose. Pursuant to Minnesota law, the Sourcewell Board of Directors has authorized a Cooperative Purchasing Program designed to provide Participating Entities with access to competitively awarded cooperative purchasing agreements. To facilitate the Program, Sourcewell has awarded Supplier this cooperative purchasing Master Agreement following a competitive procurement process intended to meet compliance standards in accordance with Minnesota law and the requirements contained herein.

2) Intent. The intent of this Master Agreement is to deﬁne the roles of Sourcewell, Supplier, and Participating Entity as it relates to Sourcewell’s Cooperative Purchasing Program.

3) Participating Entity Access. Sourcewell’s Cooperative Purchasing Program Master Agreements are available to eligible public agencies (Participating Entities). A Participating Entity’s authority to access Sourcewell’s Cooperative Purchasing Program is determined through the laws of its respective jurisdiction.

4) Supplier Access. The Included Solutions oﬀered under this Agreement may be made available to any Participating Entity. Supplier understands that a Participating Entity’s use of this Agreement is at the Participating Entity’s sole convenience. Supplier will educate its sales and service forces about Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E 080124-PAH

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Sourcewell eligibility requirements and required documentation. Supplier will be responsible for ensuring sales are with Participating Entities.

5) Term. This Agreement is eﬀective upon the date of the ﬁnal signature below. The term of this Agreement is four (4) years from the eﬀective date. The Agreement expires at 11:59 P .M. Central Time on November 14, 2028, unless it is cancelled or extended as deﬁned in this Agreement.

a) Extensions. Sourcewell and Supplier may agree to up to three (3) additional one-year extensions beyond the original four-year term. The total possible length of this Agreement will be seven (7) years from the eﬀective date.

b) Exceptional Circumstances. Sourcewell retains the right to consider additional extensions as required under exceptional circumstances.

6) Survival of Terms. Notwithstanding the termination of this Agreement, the obligations of this Agreement will continue through the performance period of any transaction entered between Supplier and any Participating Entity before the termination date.

7) Scope. Supplier is awarded a Master Agreement to provide the solutions identiﬁed in RFP 080124 to Participating Entities. In Scope solutions include: OEM Vehicle Parts and Supplies.

a. Original equipment manufacturer (OEM) repair, replacement, maintenance parts, supplies, and services for:
i. Automobiles, SUVs, vans, light truck, Class 3-8 chassis and equipment, bus, and motorcycles; and
ii. All engine and powertrain types such as: gasoline, diesel, compressed natural gas (CNG), propane, electric, and hybrid.

8) Included Solutions. Supplier’s Proposal to the above referenced RFP is incorporated into this Master Agreement. Only those Solutions included within Supplier’s Proposal and within Scope (Included Solutions) are included within the Agreement and may be oﬀered to Participating Entities.

9) Indeﬁnite Quantity. This Master Agreement deﬁnes an indeﬁnite quantity of sales to eligible Participating Entities.

10) Pricing. Pricing information (including Pricing and Delivery and Pricing Oﬀered tables) for all Included Solutions within Supplier’s Proposal is incorporated into this Master Agreement.

11) Not to Exceed Pricing. Suppliers may not exceed the prices listed in the current Pricing List on ﬁle with Sourcewell when oﬀering Included Solutions to Participating Entities. Participating Entities may request adjustments to pricing directly form Supplier during the negotiation and execution of any transaction.

12) Open Market. Supplier’s open market pricing process is included within its Proposal.

13) Supplier Representations:

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i) Compliance. Supplier represents and warrants it will provide all Included Solutions under this Agreement in full compliance with applicable federal, state, and local laws and regulations.

ii) Licenses. As applicable, Supplier will maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of Supplier’s business with Participating Entities. Participating Entities may request all relevant documentation directly from Supplier.

iii) Supplier Warrants. Supplier warrants that all Included Solutions furnished under this Agreement are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Solutions are suitable for and will perform in accordance with the ordinary use for which they are intended.

14) Bankruptcy Notices. Supplier certiﬁes and warrants it is not currently in a bankruptcy proceeding.

Supplier has disclosed all current and completed bankruptcy proceedings within the past seven years within its Proposal. Supplier must provide notice in writing to Sourcewell if it enters a bankruptcy proceeding at any time during the term of this Agreement.

15) Debarment and Suspension. Supplier certiﬁes and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota, the United States federal government, or any Participating Entity. Supplier certiﬁes and warrants that neither it nor its principals have been convicted of a criminal oﬀense related to the subject matter of this Agreement. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certiﬁcation changes at any time during the term of this Agreement.

16) Provisions for non-United States federal entity procurements under United States federal awards or other awards (Appendix II to 2 C.F.R § 200). Participating Entities that use United States federal grant or other federal funding to purchase solutions from this Agreement may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200.

Participating Entities may have additional requirements based on speciﬁc funding source terms or conditions. Within this Section, all references to “federal” should be interpreted to mean the United States federal government. The following list applies when a Participating Entity accesses Supplier’s Included Solutions with United States federal funds.

i) EQUAL EMPLOYMENT OPPORTUNITY . Except as otherwise provided under 41 C.F.R. § 60, all agreements that meet the deﬁnition of “federally assisted construction contract” in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Oﬃce of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

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ii) DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages speciﬁed in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must comply with all applicable Davis-Bacon Act provisions.

iii) CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708).

Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies, materials, or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Agreement. Supplier certiﬁes that during the term of an award for all Agreements by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

iv) RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the deﬁnition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business ﬁrm or nonproﬁt organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonproﬁt Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E 080124-PAH

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certiﬁes that during the term of an award for all Agreements by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

v) CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Oﬃce of the Environmental Protection Agency (EPA). Supplier certiﬁes that during the term of this Agreement it will comply with applicable requirements as referenced above.

vi) DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. § 180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Supplier certiﬁes that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

vii) BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must ﬁle any required certiﬁcations. Suppliers must not have used federal appropriated funds to pay any person or organization for inﬂuencing or attempting to inﬂuence an oﬃcer or employee of any agency, a member of Congress, oﬃcer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must ﬁle all certiﬁcations and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

viii) RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certiﬁes that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit ﬁnal expenditure reports or quarterly or annual ﬁnancial reports, as applicable, and all other pending matters are closed.

ix) ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy eﬃciency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

x) BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

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xi) ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

xii) PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding ﬁscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an aﬃrmative procurement program for procurement of recovered materials identiﬁed in the EPA guidelines.

xiii) FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of ﬂags or likenesses of Federal agency oﬃcials without speciﬁc pre-approval.

xiv) NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Agreement or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Agreement or any purchase by an authorized user.

xv) PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. § 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Agreement or any purchase by a Participating Entity.

xvi) FEDERAL DEBT. The Supplier certiﬁes that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and beneﬁt overpayments.

xvii) CONFLICTS OF INTEREST. The Supplier must notify the U.S. Oﬃce of General Services, Sourcewell, and Participating Entity as soon as possible if this Agreement or any aspect related to the anticipated work under this Agreement raises an actual or potential conﬂict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conﬂict in writing in suﬃcient detail so that the U.S. Oﬃce of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conﬂict; and provide any additional information as necessary or requested.

xviii) U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

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xix) PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certiﬁes that during the term of this Agreement it will comply with applicable requirements of 2 C.F.R. § 200.216.

xx) DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certiﬁes that during the term of this Agreement, Supplier will comply with applicable requirements of 2 C.F.R. § 200.322.

Article 2:

Sourcewell and Supplier Obligations

The Terms in this Article 2 relate speciﬁcally to Sourcewell and its administration of this Master Agreement with Supplier and Supplier’s obligations thereunder.

1) Authorized Sellers. Supplier must provide Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers which may complete transactions of Included Solutions oﬀered under this Agreement. Sourcewell may request updated information in its discretion, and Supplier agrees to provide requested information within a reasonable time.

2) Product and Price Changes Requirements. Supplier may request Included Solutions changes, additions, or deletions at any time. All requests must be made in writing by submitting a Sourcewell Price and Product Change Request Form to Sourcewell. At a minimum, the request must:
• Identify the applicable Sourcewell Agreement number;
• Clearly specify the requested change;
• Provide suﬃcient detail to justify the requested change; • Individually list all Included Solutions aﬀected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of Pricing List with the eﬀective date of the modiﬁed pricing, or product addition or deletion. The new pricing restatement must include all Included Solutions oﬀered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Agreement and will be incorporated by reference.

3) Authorized Representative. Supplier will assign an Authorized Representative to Sourcewell for this Agreement and must provide prompt notice to Sourcewell if that person is changed. The Authorized Representative will be responsible for:
• Maintenance and management of this Agreement;
• Timely response to all Sourcewell and Participating Entity inquiries; and • Participation in reviews with Sourcewell.

Sourcewell's Authorized Representative is its Chief Procurement Oﬃcer.

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4) Performance Reviews. Supplier will perform a minimum of one review with Sourcewell per agreement year. The review will cover transactions to Participating Entities, pricing and terms, administrative fees, sales data reports, performance issues, supply chain issues, customer issues, and any other necessary information.

5) Sales Reporting Required. Supplier is required as a material element to this Master Agreement to report all completed transactions with Participating Entities utilizing this Agreement. Failure to provide complete and accurate reports as deﬁned herein will be a material breach of the Agreement and Sourcewell reserves the right to pursue all remedies available at law including cancellation of this Agreement.

6) Reporting Requirements. Supplier must provide Sourcewell an activity report of all transactions completed utilizing this Agreement. Reports are due at least once each calendar quarter (Reporting Period). Reports must be received no later than 45 calendar days after the end of each calendar quarter. Supplier may report on a more frequent basis in its discretion. Reports must be provided regardless of the amount of completed transactions during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following ﬁelds:
• Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address;
• Participating Entity City;
• Participating Entity State/Province;
• Participating Entity Zip/Postal Code;
• Sourcewell Participating Entity Account Number;
• Transaction Description;
• Transaction Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Transaction was invoiced/sale was recognized as revenue by Supplier.

If collected by Supplier, the Report may include the following ﬁelds as available:
• Participating Entity Contact Name;
• Participating Entity Contact Email Address;
• Participating Entity Contact Telephone Number;

7) Administrative Fee. In consideration for the support and services provided by Sourcewell, Supplier will pay a one percent (1%) Administrative Fee to Sourcewell on all completed transactions to Participating Entities utilizing this Agreement. Supplier will include its Administrative Fee within its proposed pricing. Supplier may not directly charge Participating Entities to oﬀset the Administrative Fee.

8) Fee Calculation. Supplier’s Administrative Fee payable to Sourcewell will be calculated as a stated percentage (listed in Supplier’s Proposal) of all completed transactions utilizing this Master Agreement within the preceding Reporting Period. For certain categories, a ﬂat fee may be proposed. The Administrative Fee will be stated in Supplier’s Proposal.

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9) Fee Remittance. Supplier will remit fee to Sourcewell no later than 45 calendar days after the close of the preceding calendar quarter in conjunction with Supplier’s Reporting Period obligations deﬁned herein. Payments should note the Supplier’s name and Sourcewell-assigned Agreement number in the memo; and must be either mailed to Sourcewell above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions.

10) Noncompliance. Sourcewell reserves the right to seek all remedies available at law for unpaid or underpaid Administrative Fees due under this Agreement. Failure to remit payment, delinquent payments, underpayments, or other deviations from the requirements of this Agreement may be deemed a material breach and may result in cancellation of this Agreement and disbarment from future Agreements.

11) Audit Requirements. Pursuant to Minn. Stat. § 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell and the Minnesota State Auditor for a minimum of six years from the end of this Agreement. Supplier agrees to fully cooperate with Sourcewell in auditing transactions under this Agreement to ensure compliance with pricing terms, correct calculation and remittance of Administrative Fees, and veriﬁcation of transactions as may be requested by a Participating Entity or Sourcewell.

12) Assignment, Transfer, and Administrative Changes. Supplier may not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Sourcewell. Such consent will not be unreasonably withheld. Sourcewell reserves the right to unilaterally assign all or portions of this Agreement within its sole discretion to address corporate restructurings, mergers, acquisitions, or other changes to the Responsible Party and named in the Agreement. Any prohibited assignment is invalid. Upon request Sourcewell may make administrative changes to agreement documentation such as name changes, address changes, and other non-material updates as determined within its sole discretion.

13) Amendments. Any material change to this Agreement must be executed in writing through an amendment and will not be eﬀective until it has been duly executed by the parties.

14) Waiver. Failure by Sourcewell to enforce any right under this Agreement will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

15) Complete Agreement. This Agreement represents the complete agreement between the parties for the scope as deﬁned herein. Supplier and Sourcewell may enter into separate written agreements relating speciﬁcally to transactions outside of the scope of this Agreement.

16) Relationship of Sourcewell and Supplier. This Agreement does not create a partnership, joint venture, or any other relationship such as employee, independent contractor, master-servant, or principal-agent.

17) Indemniﬁcation. Supplier must indemnify, defend, save, and hold Sourcewell, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell, arising out of any act or omission in the performance of this Agreement by the Supplier Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E 080124-PAH

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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 design, condition, or performance of Included Solutions under this Agreement. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

18) Data Practices. Supplier and Sourcewell acknowledge Sourcewell is subject to the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13. As it applies to all data created and maintained in performance of this Agreement, Supplier may be subject to the requirements of this chapter.

19) Grant of License.
a) During the term of this Agreement:
i) Supplier Promotion. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising, promotional materials, and informational sites for the purpose of marketing Sourcewell’s Agreement with Supplier.

ii) Sourcewell Promotion. Supplier grants to Sourcewell a royalty-free, worldwide, non- exclusive right and license to use Supplier’s trademarks in advertising, promotional materials, and informational sites for the purpose of marketing Supplier’s Agreement with Sourcewell.

b) Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, partners, or agents (collectively “Permitted Sublicensees”) in advertising, promotional, or informational materials for the purpose of marketing the Parties’ relationship. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this section by any of their respective sublicensees.

c) Use; Quality Control.
i) Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to speciﬁc uses of its trademarks or logos.

ii) Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a digniﬁed manner consistent with such party’s use of the trademarks. Each party may make written notice to the other regarding misuse under this section. The oﬀending party will have 30 days of the date of the written notice to cure the issue or the license/sublicense will be terminated.

d) Termination. Upon the termination of this Agreement for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

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20) Venue and Governing law between Sourcewell and Supplier Only. The substantive and procedural laws of the State of Minnesota will govern this Agreement between Sourcewell and Supplier. Venue for all legal proceedings arising out of this Agreement between Sourcewell and Supplier will be in court of competent jurisdiction within the State of Minnesota. This section does not apply to any dispute between Supplier and Participating Entity. This Agreement reserves the right for Supplier and Participating Entity to negotiate this term to within any transaction documents.

21) Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Agreement is capable of being performed, it will not be aﬀected by such determination or ﬁnding and must be fully performed.

22) Insurance Coverage. At its own expense, Supplier must maintain valid insurance policy(ies) during the performance of this Agreement with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

a) Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Oﬃce (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including 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 Agreement.
• $1,500,000 each occurrence Bodily Injury and Property Damage • $1,500,000 Personal and Advertising Injury
• $2,000,000 aggregate for products liability-completed operations • $2,000,000 general aggregate

b) Certiﬁcates of Insurance. Prior to execution of this Agreement, Supplier must furnish to Sourcewell a certiﬁcate of insurance, as evidence of the insurance required under this Agreement. Prior to expiration of the policy(ies), renewal certiﬁcates must be mailed to Sourcewell, 202 12th Street Northeast, P .O. Box 219, Staples, MN 56479 or provided to in an alternative manner as directed by Sourcewell. The certiﬁcates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure of Supplier to maintain the required insurance and documentation may constitute a material breach.

c) Additional Insured Endorsement and Primary and Non-contributory Insurance Clause. Supplier agrees to list Sourcewell, including its oﬃcers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. 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. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E 080124-PAH

v052824 12

paid under the insurance policies required by this Agreement or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

e) Umbrella/Excess Liability/SELF-INSURED RETENTION. The limits required by this Agreement can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

23) Termination for Convenience. Sourcewell or Supplier may terminate this Agreement upon 60 calendar days' written notice to the other Party. Termination pursuant to this section will not relieve the Supplier’s obligations under this Agreement for any transactions entered with Participating Entities through the date of termination, including reporting and payment of applicable Administrative Fees.

24) Termination for Cause. Sourcewell may terminate this Agreement upon providing written notice of material breach to Supplier . Notice must describe the breach in reasonable detail and state the intent to terminate the Agreement. Upon receipt of Notice, the Supplier will have 30 calendar days in which it must cure the breach. Termination pursuant to this section will not relieve the Supplier’s obligations under this Agreement for any transactions entered with Participating Entities through the date of termination, including reporting and payment of applicable Administrative Fees.

Article 3:

Supplier Obligations to Participating Entities

The Terms in this Article 3 relate speciﬁcally to Supplier and a Participating Entity when entering transactions utilizing the General Terms established in this Master Agreement. Article 1 General Terms control over any conﬂict with this Article 3. Where this Master Agreement is silent on any subject, Participating Entity and Supplier retain the ability to negotiate mutually acceptable terms.

1) Quotes to Participating Entities. Suppliers are encouraged to provide all pricing information regarding the total cost of acquisition when quoting to a Participating Entity. Suppliers and Participating Entities are encouraged to include all cost speciﬁcally associated with or included within the Suppliers proposal and Included Solutions within transaction documents.

2) Shipping, Delivery, Acceptance, Rejection, and Warranty. Supplier’s proposal may include proposed terms relating to shipping, delivery, inspection, and acceptance/rejection and other relevant terms of tendered Solutions. Supplier and Participating Entity may negotiate ﬁnal terms appropriate for the speciﬁc transaction relating to non-appropriation, shipping, delivery, inspection, acceptance/rejection of tendered Solutions, and warranty coverage for Included Solutions. Such terms may include, but are not limited to, costs, risk of loss, proper packaging, inspection rights and timelines, acceptance or rejection procedures, and remedies as mutually agreed include notice requirements, replacement, return or exchange procedures, and associated costs.

3) Applicable Taxes. Participating Entity is responsible for notifying supplier of its tax-exempt status and for providing Supplier with any valid tax-exemption certiﬁcation(s) or related documentation.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E 080124-PAH

v052824 13

4) Ordering Process and Payment. Supplier’s ordering process and acceptable forms of payment are included within its Proposal. Participating Entities will be solely responsible for payment to Supplier and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

5) Transaction Documents. Participating Entity may require the use of its own forms to complete transactions directly with Supplier utilizing the terms established in this Agreement. Supplier’s standard form agreements may be oﬀered as part of its Proposal. Supplier and Participating Entity may complete and document transactions utilizing any type of transaction documents as mutually agreed. In any transaction document entered utilizing this Agreement, Supplier and Participating Entity must include speciﬁc reference to this Master Agreement by number and to Participating Entity’s unique Sourcewell account number.

6) Additional Terms and Conditions Permitted. Participating Entity and Supplier may negotiate and include additional terms and conditions within transaction documentation as mutually agreed. Such terms may supplant or supersede this Master Agreement when necessary and as solely determined by Participating Entity. Sourcewell has expressly reserved the right for Supplier and Participating Entity to address any necessary provisions within transaction documents not expressly included within this Master Agreement, including but not limited to transaction cancellation, dispute resolution, governing law and venue, non-appropriation, insurance, defense and indemnity, force majeure, and other material terms as mutually agreed.

7) Subsequent Agreements and Survival. Supplier and Participating Entity may enter into a separate agreement to facilitate long-term performance obligations utilizing the terms of this Master Agreement as mutually agreed. Such agreements may provide for a performance period extending beyond the full term of this Master Agreement as determined in the discretion of Participating Entity.

8) Participating Addendums. Supplier and Participating Entity may enter a Participating Addendum or similar document extending and supplementing the terms of this Master Agreement to facilitate adoption as may be required by a Participating Entity.

Sourcewell PAI Holdco, Inc.

By: __________________________ By: __________________________ Jeremy Schwartz Dave LaBarre
Title: Chief Procurement Oﬃcer Title: Government Sales Manager

Date: ________________________

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E 11/12/2024 | 10:09 AM PST
11/12/2024 | 12:17 PM CST
RFP 080124 - OEM Vehicle Parts and Supplies

Vendor Details
Company Name: PAI Holdco, Inc.

Does your company conduct
business under any other name? If
yes, please state:

Parts Authority, LLC
Address:
3 Dakota Drive
Suite 110
New Hyde Park, NY 11042
Contact: Dave LaBarre
Email: [email protected]
Phone: 410-789-6571 7532
Fax: 718-360-9714
HST#: 812962479
Submission Details
Created On: Thursday June 27, 2024 07:27:08
Submitted On: Monday July 29, 2024 12:34:04
Submitted By: Dave LaBarre
Email: [email protected]
Transaction #: d5a7549f-266b-4ed9-adad-a86061fdb4b2
Submitter's IP Address: 100.16.14.32
Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E Specifications
Table 1: Proposer Identity & Authorized Representatives (Not Scored) General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond “N/A” if the question does not apply to you (preferably with an explanation).

Table 1 Specific Instructions. Sourcewell requires identification of all parties responsible for providing Solutions under a resulting master agreement(s) (Responsible Supplier). Proposers are strongly encouraged to include all potential Responsible Suppliers including any corporate affiliates, subsidiaries, D.B.A., and any other authorized entities within a singular proposal. All information required under this RFP must be included for each Responsible Supplier as instructed. Proposers with multiple Responsible Supplier options may choose to respond individually as distinct entities, however each response will be evaluated individually and only those proposals recommended for award may result in a master agreement award. Unawarded entities will not be permitted to later be added to an existing master agreement through operation of Proposer’s corporate organization affiliation.

Line
Item Question Response *
1 Provide the legal name of the Proposer
authorized to submit this Proposal.

Dave LaBarre *
2 In the event of award, is this entity the
Responsible Supplier that will execute the
master agreement with Sourcewell? Y or N.

Y
*
3 Identify all subsidiaries, D.B.A., authorized
affiliates, and any other entity that will be
responsible for offering and performing delivery
of Solutions within this Proposal (i.e.

Responsible Supplier(s) that will execute a
master agreement with Sourcewell).

Parts Authority LLC
*
4 Provide your CAGE code or Unique Entity
Identifier (SAM):

UEI JH2KX8VG5NW9
Cage 4RNF87 *
5 Provide your NAICS code applicable to
Solutions proposed.
423120
6 Proposer Physical Address: Headquarters
3 Dakota Dr Ste 110
New Hyde Park, NY 11042
*
7 Proposer website address (or addresses): partsauthority.com * 8 Proposer's Authorized Representative (name,
title, address, email address & phone) (The
representative must have authority to sign
the “Proposer’s Assurance of Compliance” on
behalf of the Proposer):

Dave LaBarre, Gov't Sales Manager, 3 Dakota Dr Ste 110, New Hyde Park NY 11042, [email protected], 718-740-4455 ext 7532; cell 443-386-4120 *
9 Proposer's primary contact for this proposal
(name, title, address, email address & phone):

Dave LaBarre, Gov't Sales Manager, 3 Dakota Dr Ste 110, New Hyde Park NY 11042, [email protected], 718-740-4455 ext 7532, cell 443-386-4120 * 10 Proposer's other contacts for this proposal, if
any (name, title, address, email address &
phone):

Don Garbarino, Fleet Manager, 3 Dakota Dr Ste 100, New Hyde Park NY 11042, [email protected], 516-428-7569
Table 2: Financial Viability and Marketplace Success (50 Points) Line
Item Question Response *
Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E 11 Provide a brief history of your company,
including your company’s core values,
business philosophy, and industry longevity
related to the requested Solutions.
"Parts Authority, founded in 1973, is a leading national distributor of automotive replacement parts, tools/equipment, and supplies. Parts Authority has grown through both organic initiatives and acquisitions. Over the past several years, Parts Authority has acquired over a dozen companies as part of its expansion strategy.

Parts Authority’s catalog of over 3 million parts covering virtually every application on the road today ensures our customer partners receive the parts they need when they need them. We offer a team of trained, experienced counter professionals to assist in finding the right parts and the right brand for any application.

At Parts Authority, we are known by the companies we keep. We source original parts from OEM manufacturers and the highest quality aftermarket suppliers. We have relationships with the best brands in the industry like AC Delco, Motorcraft, Denso, Bosch, KYB, Monroe, Gates, Dorman, Delphi, Mopar, and Exide, to name a few.

Building long-lasting relationships with our vendor and customer partners are what sets us apart from the competition."
*
12 What are your company’s expectations in the
event of an award?
"Parts Authority is always looking for business opportunities, where we may provide solutions to the fleet user. We have a long history of serving fleets all over the country and appreciate the importance and efforts of keeping fleets on the road. We expect to review each market, identify prospects we believe we may offer solutions to, and create a roll-out plan to present Parts Authority and Sourcewell to the prospects.

Sourcewell allows Parts Authority the opportunity to present our solutions to government customers outside of a specific bid. This opportunity is very important to our growth strategy.

In addition, our sales team will be trained on the operations of Sourcewell and the benefits and using a national program - for presentation to the appropriate customers they visit.

Our expectation is to continue to grow our fleet business." *
13 Demonstrate your financial strength and
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. DO NOT PROVIDE ANY TAX
INFORMATION OR PERSONALLY
IDENTIFIABLE INFORMATION.

Parts Authority, founded in 1973, is a leading national distributor of automotive replacement parts, tools/equipment, and transmissions. Parts Authority has grown through both organic initiatives and acquisitions currently with 229 locations. Over the past several years, Parts Authority has acquired over a dozen companies as part of its expansion strategy. Please see the attached announcement from October 1, 2020 that describes the financial strength of Parts Authority LLC today. * 14 What is your US market share for the
solutions that you are proposing?
Parts Authority's market share continues to grow. In an industry where no one company has a double digit market share, great growth potential exists. Parts Authority's market share continues to grow.
*
15 What is your Canadian market share for the
solutions that you are proposing?
Currently, Parts Authority does not have plans to expand into Canada. * 16 Disclose all current and completed bankruptcy
proceedings for Proposer and any included
possible Responsible Party within the past
seven years. Proposer must provide notice in
writing to Sourcewell if it enters a bankruptcy
proceeding at any time during the pendency
of this RFP evaluation.

Parts Authority LLC has not been part of a bankruptcy action. *
17 How is your organization best described: is it
a manufacturer, a distributor/dealer/reseller, or
a service provider? Answer whichever
question (either a) or b) just below) best
applies to your organization.
a) If your company is best described as 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?
We are best described as a distributor/dealer/reseller. We are sold direct by OE's - Motorcraft (Ford), AC Delco (GM), and Mopar (Stellantis). Please see attached letters. We are also an aftermarket distributor and offer many high-quality products. *
Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E 18 If applicable, provide a detailed explanation
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.

Parts Authority possesses the required business licenses to do business in all states we currently have business relationships.
*
19 Disclose all current and past debarments or
suspensions for Proposer and any included
possible Responsible Party within the past
seven years. Proposer must provide notice in
writing to Sourcewell if it enters a debarment
or suspension status any time during the
pendency of this RFP evaluation.

Parts Authority LLC has not been debarred or suspended. *
20 Describe any relevant industry awards or
recognition that your company has received in
the past five years.

Parts Authority's web warehouse (online portal) holds the gold award for the 2023 ACPN Technician's Choice Award. Parts Authority has been received many sales awards from their suppliers.
*
21 What percentage of your sales are to the
governmental sector in the past three years.

Government Sales are not the majority of Parts Authority's sales. It is an opportunity for significant growth - which we have witnessed in the previous years. As bids and contracts become more complex (which we have noticed over the previous 3 years), fewer businesses will have the knowledge and resources to compete. Parts Authority is positioned with strong corporate support and resources - which will also fuel growth in this segment.
*
22 What percentage of your sales are to the
education sector in the past three years.

As a private company, we do not publicize sales. However, currently the education sector is not the majority of our government business, but is a significant, import segment.
*
23 List any state, cooperative purchasing
agreements that you hold. What is the annual
sales volume for each of these agreement
over the past three years?
Naspo - continues to grow nicely. ESCNJ as well.
*
24 List any GSA contracts or Standing Offers
and Supply Arrangements (SOSA) that you
hold. What is the annual sales volume for
each of these contracts over the past three
years?
We currently do not hold any GSA contracts by choice.
*
Table 2A: References/Testimonials
Line Item 25 . Supply reference information from three customers who are eligible to be Sourcewell participating entities.

Entity Name * Contact Name * Phone Number *
Frederick County Public Schools Jordan Duncan [email protected] 301-696-6920 * Albuquerque Public Schools Paul Martinez [email protected] 505-382-4312 * Palm Beach Sheriff's Office Marc Gold [email protected] 561-688-3479 * Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E Table 3: Ability to Sell and Deliver Solutions (150 Points) Describe your company’s capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions.

Line
Item Question Response *
26 Sales force. Our sales team currently consists of 256 members nationwide, plus quite a few support staff. Our Sales Team is well trained, experienced and knowledgeable, and empowered to improve our service as needed. Our sales team makes regular customer visits to forward our sales and service efforts. *
27 Describe the network of Authorized Sellers
who will deliver Solutions, including dealers,
distributors, resellers, and other distribution
methods.

Our locations are company owned warehouses and stores.
*
28 Service force. As we are a goods provider, we do not offer service as in labor. We offer high quality customer service to our customers, it is part of the sales effort and a separate effort as a "service provider" typically handles. IN addition to a highly trained sales team, we also have many experienced, well trained parts professionals to assist customers when needed.
*
29 Describe the ordering process. If orders will
be handled by distributors, dealers or
others, explain the respective roles of the
Proposer and others.

We offer several ways to place orders: 1. Online with our award winning "web warehouse" or with 3 other common platforms 2. by telephone to one of our experienced, professional fleet-dedicated counter staff. 3. By email. 4. Where appropriate we may offer a "punch out" that will allow access to our order system through the customer's system.
*
30 Describe in detail the process and
procedure of your customer service
program, if applicable. Include your
response-time capabilities and
commitments, as well as any incentives that
help your providers meet your stated
service goals or promises.

Parts Authority uses a comprehensive proprietary tracking system for orders, starting at order placement. Orders are tracked through the picking and packing stages as the order moves to our dispatch system. Again, orders are monitored and scheduled out based on the needs of the customer. Orders are scanned onto the delivery vehicle, which is gps guided for the timely delivery of the order. The delivery team captures the customer's signature on their device, which is electronically stored and available to customers through our online portal. Local management as well as regional and national management monitor the performance - working to provide the most streamlined, efficient delivery system to the customer. *
31 Describe your ability and willingness to
provide your products and services to
Sourcewell participating entities.

Parts Authority is unique as the vast majority of our business is supplying auto parts to the person tasked with keeping the vehicle functioning. This is our core business, our team uniquely understands the importance of having the right part at the right location and delivered at the right time. Parts Authority uniquely understands the importance of keeping fleets functioning and Parts Authority itself runs a fleet well over 5,000 vehicles. Our core business is getting parts to where they are needed. *
32 Describe your ability and willingness to
provide your products and services to
Sourcewell participating entities in Canada.

Parts Authority is not currently offering service to Canada. *
33 Identify any geographic areas of the United
States or Canada that you will NOT be fully
serving through the proposed agreement.

Parts Authority has over 229 locations in 21 states plus the District of Columbia.

These are the states we currently do not service: Alabama, Alaska, Arkansas, Delaware, Hawaii, Idaho, Indiana, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, North Carolina, North Dakota, Oklahoma, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Vermont, West Virginia, Wyoming.
*
34 Identify any account type of Participating
Entity which will not have full access to
your Solutions if awarded an agreement,
and the reasoning for this.

As with all auto parts companies, there are areas where we cannot service appropriately. While we have locations in many of the states with the highest population, there is a limit to our ability to service. Generally speaking, we can touch a 50 mile radius from our 229 locations (please keep in mind this depends on many factors). No one company can service the entire country. *
35 Define any specific requirements or
restrictions that would apply to our
participating entities in Hawaii and Alaska
and in US Territories.

While Parts Authority has a national footprint, it is virtually impossible to properly service every location in the US. Many of the products we market are not easily shipped, for example batteries, oil, chemicals, exhaust pipes, catalytic converters and similar. Hawaii and Alaska are particularly difficult as ground service doens't exist - so items such as batteries cannot be shipped. The products we offer are oftentimes needed quickly, which limits where we sell our products. Parts Authority has locations in the states where 2/3 of the population live.
*
36 Will Proposer extend terms of any awarded
master agreement to nonprofit entities?
We will consider each non-profit entity and their credit worthiness in the process of determining credit status. *
Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E Table 4: Marketing Plan (100 Points)
Line
Item Question Response *
37 Describe your marketing strategy for
promoting this opportunity. Upload
representative samples of your
marketing materials (if applicable) in
the document upload section of your
response.

We have found over the years the most effective marketing is a direct sales call to the location. It is the first step in building an relationship, and allows for an evaluation of the customer's needs and challenges, and how best to address those. We always leave behind our fleet book - which is a quick reminder of what Parts Authority is and the the benefits we offer.
*
38 Describe your use of technology and
digital data (e.g., social media,
metadata usage) to enhance
marketing effectiveness.

Parts Authority has developed an award-winning online portal, that includes the ability to look up parts, order and source parts, see alternative brands and pricing, view and download invoices, credits, statements as needed. Our parts catalog system contains pictures of parts, descriptions and oftentimes measurements to help our customers select the correct part the first time. Additionally, diagrams are included as needed. As a customer is added to Parts Authority's system, online credentials and created and shared with the customer as well as any training they feel is necessary. *
39 In your view, what is Sourcewell’s role
in promoting agreements arising out of
this RFP? How will you integrate a
Sourcewell-awarded agreement into
your sales process?
Our view of Sourcewell's role really involves granting us access to customers who trust Sourcewell's vetting process, along with granting them the ability to buy at prices that are based on the large volume Sourcewell offers. In today's world of lower head counts in purchasing offices, Sourcewell offers an efficient alternative. *
40 Describe any online parts catalog and
ordering capabilities that can be
provided or are included. If so,
identify any additional costs
associated with this service.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E Table 5: Value-Added Attributes (100 Points)
Line
Item Question Response *
41 Describe any product, equipment,
maintenance, or operator training
programs that you offer to
Sourcewell participating entities.

Include details, such as whether
training is standard or optional,
who provides training, and any
costs that apply.

Our sales team is very prepared to discuss the features and benefits of buying from Parts Authority. Along with this knowledge, we have an award winning online portal, which is very user friendly is requires very minimal training. We do offer training from our suppliers from time to time. This is technical training - designed for the person installing the part. * 42 Describe any technological
advances that your proposed
Solutions offer.

Parts Authority offers a user friendly, robust information integration that may be tailored to the customer's needs. For example, we offer an automatic, nightly email of invoices and credits (we offer both batch emails and single invoice per email, customer's choice). Purchase orders may be entered for each order, or may be automatically applied for blanket po's.

We accept cash, p-cards, checks and ACH payments. Our online order portal gives the customer arrival estimates for parts as they order them. Our electronic signature capture is also available thru the portal. Our delivery vehicles are routed based on real-time gps information, and deliveries are captured as they occur. These metrics are monitored to insure quick delivery to customers.
*
43 Describe any “green” initiatives
that relate to your company or to
your Solutions, and include a list
of the certifying agency for each.
"Within the 66 pages of our sustainability report, you’ll find details about the actions we’ve taken in recent years to make environmental, social and governance (ESG) factors part of our culture and everyday practices. Gathering these details has been a highly rewarding process marked by contributions from teams across the company. This process has brought to light many proactive efforts to save energy, improve worker safety, help the community, and step up to other challenges of our times. It makes Parts Authority extremely proud of the great team members who make up the Parts Authority family.

It’s fitting that we’re publishing this report on the eve of the company’s 50th anniversary, because our business has been steeped in an ESG ethic since the beginning. Simply put, Parts Authority serves as the heart of a sustainable community. We help make motor vehicles last longer, run cleaner and get people and goods where they need to go more safely and reliably. We’re the vital link between makers and users of millions of car parts – and when our clients need anything, “The Answer is Yes”.

Not only has Parts Authority made strides in transportation efficiency for deliveries, other efficiency gains have been made in retrofitting LED lighting and other energy saving measures. More info is available at https://partsauthority.com/sustainability" *
44 Identify any third-party issued eco-
labels, ratings or certifications that
your company has received for the
Solutions included in your Proposal
related to energy efficiency or
conservation, life-cycle design
(cradle-to-cradle), or other
green/sustainability factors.
"Please see our attached sustainability study. A couple of examples from the study: Our LED upgrades that may save 2.65 million kWh of energy per year, and our planet-friendly packaging, recycling, component
sourcing and engine idling procedure. Our remanufactured parts conserve resources and how our team handles recalls." *
45 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?
Parts Authority has a unique marketing philosophy. In addition to stocking the "typical" OEM products of AC Delco, Motorcraft and Mopar, Parts Authority also stocks many tier-1 suppliers who are OE suppliers to the vehicle manufacturers. Delphi, Denso, Bosch, NGK, Akebono, Brembo, Valeo to just name a few. Many of these lines offer the OE part that came on the car when it was built.
*
Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E Table 5A: Value-Added Attributes (Not Scored)
Line
Item Question Certification Offered Comment
46 Select 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 and a
listing of dealerships,
HUB partners or re-
sellers if available.

Select all that apply.

Yes
No
In order to control the quality of service, Parts Authority does not utilize subcontractors in the performance of contracts. 47 Minority Business
Enterprise (MBE)
Yes
No

48 Women Business
Enterprise (WBE)
Yes
No

49 Disabled-Owned
Business Enterprise
(DOBE)
Yes
No

50 Veteran-Owned
Business Enterprise
(VBE)
Yes
No

51 Service-Disabled
Veteran-Owned
Business
(SDVOB)
Yes
No

52 Small Business
Enterprise (SBE)
Yes
No

53 Small Disadvantaged
Business (SDB)
Yes
No

54 Women-Owned Small
Business (WOSB)
Yes
No

Table 6: Pricing (400 Points)
Provide detailed pricing information in the questions that follow below.

Line
Item Question Response *
55 Describe your payment terms and accepted payment
methods.

We accept cash, credit cards, checks and purchase orders with 30 day net terms when appropriate *
56 Describe any leasing or financing options available for use by educational or governmental entities.

Our equipment division works with a leasing company to assist customers making large equipment purchases, to assist in budgeting for the cost.
*
57 Describe any standard transaction documents that you propose to use in connection with an awarded agreement
(order forms, terms and conditions, service level
agreements, etc.). Upload all template agreements or
transaction documents which may be proposed to
Participating Entities.

We offer the final invoice to be delivered with the order. In addition to the part number, description, pricing info and similar line-item information, Customer info is also included (PO number and any notes added to the order). Our invoice includes the standard info as well (invoice #, location shipped from, etc.)
*
58 Do you accept the P-card procurement and payment
process? If so, is there any additional cost to Sourcewell participating entities for using this process?
Yes, as previously described. We offer the customer the option of storing a p-card, or entering the card info each time and not storing the card info.
*
Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E 59 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.

Our pricing models are set by brand (manufacturer), and in some cases by brand and product type. We do offer special pricing on some brands to Gov't municipalities. We can sometimes offer volume discounts as well (large orders). *
60 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from
MSRP or list, state the percentage or percentage range.

We offer a discount from our List Price (Column G in our pricing file). Due to the many part types (such as oils, wiper blades, etc), our discount will vary from 20% off of list price to 62% off of list price.
*
61 Describe any quantity or volume discounts or rebate
programs that you offer.

Volume discounts vary based on product type and volume. We provide competitive pricing on order size and services required. * 62 Propose a method of facilitating “sourced” products or related services, which may be referred to as “open
market” items or "non-contracted items". 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.

We can offer "sourced" items (items Parts Authority does not stock) - at cost plus 35%.
*
63 Describe your ability to provide customized reports of historical purchases and participating entities accounts payable management.

We have many reports available to our customers, historical purchase data includes the line item detail for every line item purchased. 64 Identify any element of the total cost of acquisition that is 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.

Other than freight when required (normally shipping product from a location that is not local to the customer) - we do not add any additional charges. Of course any mandatory charges from the state or federal government such as a battery fee required by the state will be additional, at the amount we forward to the state or federal government.
*
65 If freight, delivery, or shipping is an additional cost to the Sourcewell participating entity, describe in detail the complete freight, shipping, and delivery program.

Typically our "shipped" orders arrive by Fedex or USPS. Normal day to day orders are delivered by Parts Authority's delivery system (mostly company owned vehicles).
*
66 Specifically describe freight, shipping, and delivery terms or programs available for Alaska, Hawaii, Canada, or any
offshore delivery.

We offer Fedex and USPS shipment to Alaska and Hawaii for appropriate products. *
67 Describe any unique distribution and/or delivery methods or options offered in your proposal.

We offer an extensive "shuttle" system, allowing us to move parts within a region without additional charge to the customer. This allows inventory access that is unparalleled in the industry, most within the same day. Our online portal shows the location items are stocked as well as a delivery time estimate.
*
68 Specifically describe any self-audit process or program that you plan to employ to verify compliance with your
proposed agreement with Sourcewell. This process includes ensuring that Sourcewell participating entities obtain the proper pricing.

Each Sourcewell customer is assigned a pricing profile - which eliminates the normal typing error issue. We also monitor gross profit - which also indicates if there is a problem with pricing for a customer (when we see an unusual gross profit on a sale (too high or too low) - we investigate and make any correction necessary.) *
69 If you are awarded an agreement, provide a few examples of internal metrics that will be tracked to measure whether you are having success with the agreement.

In addition to tracking sales - by coop and by customer, we also monitor delivery times. Our delivery vehicles carry tablets that not only direct them the quickest route, but also tracks deliveries and delays. This is a part of our daily review of business, leading directly to customer satisfaction and controlling costs, which ulitimately allows us to offer very competitive prices.
*
70 Provide a proposed Administration Fee payable to
Sourcewell. The Fee is in consideration for the support and services provided by Sourcewell. The propose an
Administrative Fee will be payable to Sourcewell on all completed transactions to Participating Entities utilizing this Agreement. The Administrative Fee will be calculated as a stated percentage, or flat fee as may be applicable, of all completed transactions utilizing this Master Agreement
within the preceding Reporting Period defined in the
agreement.

Based on what we pay other coops, we propose 0.75% of sales. *
Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E Table 7: Pricing Offered
Line
Item The Pricing Offered in this Proposal is: * Comments 71 The pricing offered is consistent with standard market pricing typically offered to individual municipalities, universities, or school districts.

Our discounts range from
40% to 52% - before any
volume discounts.
*
Table 8A: Depth and Breadth of Offered Solutions (200 Points) Line
Item Question Response *
72 Provide a detailed description of all the
Solutions offered, including used, offered in
the proposal.

We offer new and remanufactured parts. We do not offer used parts. *
73 Identify the vehicle makes for which your
offered parts are considered OEM.

AC Delco, Motorcraft and Mopar are our main OEM lines. We do offer many brands that supplied the car manufacturers with parts as well, such as Denso, Delphi, NGK, etc.
74 Identify the vehicle engine types for which
your products are manufactured (e.g.
gasoline, diesel, CNG, propane, hybrid,
electric, etc.).

Gasoline, Diesel, Hybrid, Electric vehicles, we have a limited offering of Propane and CNG parts.
75 Describe any electronic service programming
subscriptions and service information available
directly from the OEM along with any
associated costs.

AC Delco, Motorcraft and Mopar do not offer service programming subscriptions through their distributors, most equipment manufactuers do offer similar programming services direct to the customer.
76 Within this RFP category there may be
subcategories of solutions. List subcategory
titles that best describe your products and
services.

Auto and Truck Parts, supplies and equipment, such as (but not limited to) batteries, brakes, ignition, engine parts, suspension parts, emission parts, heating and cooling parts, etc. *
Table 8B: Depth and Breadth of Offered Solutions
Indicate below if the listed types or classes of Solutions are offered within your proposal. Provide additional comments in the text box provided, as necessary.

Line Item Category or Type Offered * Comments
77 Automobile OEM Parts Yes
No
Ford Motorcraft, GM AC Delco,
Stellantis Mopar *
78 SUV OEM Parts Yes
No
Ford Motorcraft, GM AC Delco,
Stellantis Mopar *
79 Van OEM Parts Yes
No
Ford Motorcraft, GM AC Delco,
Stellantis Mopar *
80 Light Truck OEM Parts Yes
No
Ford Motorcraft, GM AC Delco,
Stellantis Mopar *
81 Class 3-8 Chassis and equipment OEM Parts Yes
No
Ford Motorcraft, GM AC Delco,
Stellantis Mopar *
82 Bus OEM Parts Yes
No

83 Motorcycles OEM Parts Yes
No

Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

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." • Pricing - PA-pricing.zip - Monday July 29, 2024 11:56:20 • Financi Strength and Stabi ity- Kohlberg information.zip - Monday July 29, 2024 12:03:22 • Marketing Plan/Sam es - PA Fleet Booklet.pdf- Monday July 29, 2024 11:57:14 • WMBE/MBE/SBE or Related Certificates (optional)
• Standard Transaction Document Sam es - sample invoice.pdf- Monday July 29, 2024 12:10:27 • Requested Exceptions (optional)
• Upload Addition Document - 2022 sustainability_report_sm.pdf - Monday July 29, 2024 12:33:04 Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E Addenda, Terms and Conditions

PROPOSER AFFIDAVIT OF COMPLIANCE
I certify that I am an authorized representative of Proposer and have authority to submit the foregoing Proposal:

1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence.

2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for award.

3. The Proposer certifies that:
(1) The prices in this Proposal have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other Proposer or competitor relating to- (i) Those prices;
(ii) The intention to submit an offer; or
(iii) The methods or factors used to calculate the prices offered. (2) The prices in this Proposal have not been and will not be knowingly disclosed by the Proposer, directly or indirectly, to any other Proposer or competitor before award unless otherwise required by law; and (3) No attempt has been made or will be made by Proposer to induce any other concern to submit or not to submit a Proposal for the purpose of restricting competition.

4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest is created when a current or prospective supplier is unable to render impartial service to Sourcewell due to the supplier’s: a. creation of evaluation criteria during performance of a prior agreement which potentially influences future competitive opportunities to its favor; b. access to nonpublic and material information that may provide for a competitive advantage in a later procurement competition; c. impaired objectivity in providing advice to Sourcewell.

5. Proposer will provide to Sourcewell Participating Entities Solutions in accordance with the terms, conditions, and scope of a resulting master agreement.

6. The Proposer possesses, or will possess all applicable licenses or certifications necessary to deliver Solutions under any resulting master agreement.

7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.

8. Proposer its employees, agents, and subcontractors are not:

1. Included on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf;

2. Included on the government-wide exclusions lists in the United States System for Award Management found at:
https://sam.gov/SAM/; or

3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation.

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. - Dave LaBarre, Gov't Sales Manager, Parts Authority LLC

Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the obligations contemplated in the solicitation proposal.

Yes 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.

File Name
I have reviewed the
below addendum and
attachments (if
applicable)
Pages
Addendum_4_RFP_080124_OEM_Vehicle_Parts
Wed July 24 2024 04:31 PM 1
Addendum_3_RFP_080124_OEM_Vehicle_Parts
Thu July 11 2024 08:56 AM 1
Addendum_2_RFP_080124_OEM_Vehicle_Parts
Fri June 21 2024 11:24 AM 1
Addendum_1_RFP_080124_OEM_Vehicle_Parts
Thu June 13 2024 03:05 PM 1
Bid Number: RFP 080124 Vendor Name: PAI Holdco, Inc.

Docusign Envelope ID: 1A13959C-30B3-4FC5-9FF3-E6CBD0D8019E

Riverside City CouncilJuly 14, 2026

Riverside City Council
July 14, 2026