Agenda packet — City Council and Concurrent Authorities, November 19, 2024 (part 1 of 8)

City Council/Successor Agency to the
Redevelopment Agency/Public
Financing Authority/Parking Authority
Concurrent
City of Stockton
Meeting Agenda - Final
City Council/Successor
Agency of the
Redevelopment
Agency/Public Financing
Authority/Parking Authority
Concurrent Agenda
Kevin J. Lincoln II, Mayor/Chair (At Large)
Kimberly Warmsley, VIce Mayor (District 6)
Michele Padilla (District 1)
Daniel R. Wright (District 2)
Michael Blower (District 3)
Susan Lenz (District 4)
Brando Villapudua (District 5)
Council Chamber, City Hall, 425 N. El Dorado
Street, Stockton CA
Tuesday, November 19, 2024 4:00 PM
Closed Session 4:00 PM :: Regular Session 5:30 PM
Note: Councilmember Wright will participate in the meeting via teleconference from the following location: Residence Inn Sacramento Downtown at Capitol Park Business Center 1121 15th Street Sacramento, California 95814
Councilmember Lenz will participate in the meeting via teleconference from the following location: The Westin, Business Center, 270 West 43rd Street, New York, New York

1. CLOSED SESSION CALL TO ORDER/ROLL CALL

2. ADDITIONS TO CLOSED SESSION AGENDA

3. ANNOUNCEMENT OF CLOSED SESSION

3.1 24-1118 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION Number of Cases: Five
Name of Case: Police Officer Zachary Adams, (Workers’
Compensation Appeals Board Case Nos.

ADJ14024016, ADJ13897771, and
ADJ19374883)
Name of Case: Police Officer Loreen Gamboa, (Workers’
Compensation Appeals Board Case Nos.

ADJ2463913 and ADJ12464048)
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Name of Case: Firefighter Engineer Benjamin Ortiz, Gamboa, (Workers’ Compensation Appeals Board Case
Nos. ADJ14346014 and ADJ5136612)
Name of Case: Fire Captain Matthew Short, (Workers’
Compensation Appeals Board Case No. - TBD)
Name of Case: Francisco Duarte, et al. v. City of Stockton, et al., (United States District Court Eastern District
Case No. 2:19-CV-00007-MCE-CKD)
This Closed Session is authorized pursuant to section 54956.9(d)(1) of the Government Code to discuss matters
pertaining to existing litigation.

Department: City Attorney

4. CLOSED SESSION PUBLIC COMMENT*

5. RECESS TO CLOSED SESSION

6. REGULAR SESSION CALL TO ORDER/ROLL CALL

7. INVOCATION/PLEDGE TO FLAG

8. REPORT OF ACTION TAKEN IN CLOSED SESSION

9. ADDITIONS TO REGULAR SESSION AGENDA***

10. RECOGNITIONS, ANNOUNCEMENTS, OR REPORTS

11. PUBLIC COMMENTS* – MATTERS NOT ON THE AGENDA

12. CONSENT AGENDA

12.1 24-1113 APPROVE A MOTION TO ENTER INTO COOPERATIVE PURCHASING AGREEMENTS FOR (1) AUTOMOTIVE PARTS AND
SUPPLIES, AND (2) MAINTENANCE, REPAIR, OPERATIONS (MRO) SUPPLIER & SERVICES.

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Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bid process.

2. Approve the use of the following Cooperative Purchase agreements through Omnia Partners:
a. Contract No. R-LD-23013-01, with Advance Stores Incorporated, dba Advance Auto Parts, to provide Automotive Parts & Accessories for Light, Medium and Heavy-Duty Vehicles and Related Products & Services, for a term through October 31, 2028, and a total not-to-exceed amount of $1,200,000.
b. Contract No. 2018.000208 with Fastenal for Maintenance, Repair and Operations (MRO) Supplies, parts, Equipment, Materials, and Related Services, specifically fasteners, for a term through June 30, 2026, and a total not to exceed amount of $235,000.

It is also recommended that the City Manager be authorized to take necessary and appropriate actions to carry out the purpose and intent of this motion.

Department: Administrative Services
Attachment A - Omnia Partners Coop Agreement No. R-LD-23013-01 Attachment B - Omnia Partners Coop Agreement No. 2018.000208 Attachments:

12.2 24-1150 ADOPT A RESOLUTION SUPPORTING AND ENCOURAGING

HEALTHY FOOD OPTIONS AT RETAIL CHECKOUT
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution supporting and encouraging retail establishments to provide healthy food options at one (1) store checkout aisle.

Department: City Attorney
Attachments: Proposed Resolution - Healthy Food Options 11.6.24.docx

12.3 24-1063 APPROVE A MOTION ACCEPTING THE 2024 ANNUAL PROGRESS REPORT TO CONFIRM 200-YEAR URBAN LEVEL OF FLOOD
PROTECTION FINDING FOR RECLAMATION DISTRICT 2042 AREA
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Recommended Action: RECOMMENDATION
It is recommended that City Council:

1. Approve a motion accepting the 2024 Annual Progress Report to confirm the 200-year urban level of flood protection adequate progress finding for the Reclamation District 2042 boundary area; and

2. Authorize the City Manager or designee to take necessary and appropriate actions to carry out the purpose and the intent of this motion.

Department: Community Development
Attachment A - RD 2042 Map
Attachment B - SB 5 Overview
Attachment C - 200 Yr Floodplain Map
Attachment D - 2024 Annual Progress Report
Attachments:

12.4 24-1058 APPROVE A MOTION AUTHORIZING THE ALLOCATION OF FUNDS

TO THE CITY OF ESCALON FOR REPAIRS TO THE ESCALON

LIBRARY
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Authorize the City Manager or designee to execute a Cooperative Agreement with the City of Escalon ("Escalon") for repairs of the Escalon library in an amount not to exceed $304,427.

2. Authorize the City Manager to take all necessary and appropriate actions to carry out the purpose and intent of this motion.

Department: Community Services
Attachments: Attachment A - Escalon Library Repairs MOU

12.5 24-0842 RESOLUTION AUTHORIZING THE SUMMARY VACATION OF A PORTION OF PUBLIC RIGHTS-OF-WAY AT 5150 ARCH ROAD
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Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution:
1) Authorizing the summary vacation of a portion of the public rights-of-way at 5150 Arch Road;
2) Authorizing the filing of a Notice of Exemption No. 22-23 under the California Environmental Quality Act for the vacation of a portion of the public rights-of-way at 5150 Arch Road; and
3) Authorizing the City Manager, or designee, to take all the necessary and appropriate actions to carry out the purpose and intent of this resolution.

Department: Economic Development
Attachment A - Vicinity Map
Attachment B - Aerial Map
Proposed Reso - Arch Town
Exhibit 1 - Legal and Plat
Exhibit 2 - Legal and Plat
Exhibit 3 - NOE 22-23 - Arch Town
Attachments:

12.6 24-1061 APPROVE RESOLUTION TO ESTABLISH A NEW

UNCLASSIFIED/REPRESENTED CLASSIFICATION SPECIFICATION

OF QUALITY ASSURANCE-QUALITY CONTROL OFFICER FOR THE

STOCKTON MUNICIPAL UTILITIES DEPARTMENT AND APPROVE

THE PROPOSED SALARY RANGE
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution establishing a new unclassified/represented position of Quality Assurance-Quality Control (QA/QC) Officer for the Stockton Municipal Utilities Department (MUD) and assign the salary range.

Department: Human Resources
Attachments: Proposed Resolution - QA-QC Officer

12.7 24-1000 AUTHORIZE THE PURCHASE OF MOTOROLA RADIOS FOR NEW

AND EXPANDED PROGRAMS UTILIZING THE COOPERATIVE

PURCHASING AGREEMENT WITH THE HOUSTON-GALVESTON

AREA COUNCIL
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Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Authorize the use of the Cooperative/Piggyback Purchase Agreement with Houston-Galveston Area Council (H-GAC) and the Motorola Solutions Inc. Communications System and Services Agreement for the purchase of Motorola radios for new and expanded department program additions, estimated at $216,918 (Attachment A) for initial purchases and an additional $36,000 contingency for a total contract amount of $252,918;

2. Authorize the City Manager to exercise available options to extend the term of the Agreement by written amendment, not to go beyond the term stated in the COOP fully executed amendment;

3. Approve findings pursuant to Stockton Municipal Code 3.68.070 that support and justify an exception to the competitive bidding process; and

4. Authorize the City Manager, or designee, to take necessary and appropriate actions to carry out the purpose and intent of this motion.

Department: Information Technology
Attachments: Attachment A - Motorola and H-GAC Coop Agreement

12.8 24-1100 ADOPT A RESOLUTION TO AUTHORIZE CONTRACT AMENDMENT NO. 1 WITH ROBERTSON-BRYAN, INC. FOR WASTEWATER

DISCHARGE PERMIT COMPLIANCE AND PROGRAM SUPPORT

SERVICES
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to authorize contract Amendment No. 1 in the amount of $1,182,929 with Robertson-Bryan, Inc. of Elk Grove, California, to provide National Pollutant Discharge Elimination System (NPDES) Wastewater Discharge Permit compliance and program support services over the next two years.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Municipal Utilities
Proposed Resolution
Exhibit 1 - Signed Amendment
Attachments:

12.9 24-1121 ADOPT A RESOLUTION TO FINALIZE A GRANT APPLICATION FOR

THE BOATUS FOUNDATION ABANDONED AND DERELICT

VESSELS PROGRAM
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Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Authorize the City Manager to sign, apply for, and accept a BoatUS Foundation Abandoned Derelict Vessels (ADV) Program grant application up to $1,000,000.

2. Authorize the City Manager to finalize the grant application and all information submitted for consideration and to certify that the Municipal Utilities Department has and will provide up to $1,000,000 in non-federal cost-share funding and/or in-kind contributions specified in the grant funding plan.

3. Authorize the City Manager to certify the City has and will comply with all statutory and regulatory requirements related to any grant funds.

It is further recommended that the City Manager be authorized to take all necessary and appropriate actions to carry out the purpose and intent of this resolution.

Department: Municipal Utilities
Attachments: Proposed Resolution

12.10 24-1074 APPROVE FINDINGS AND AWARD AN ENGINEERING SERVICES

CONTRACT TO CAROLLO ENGINEERS, INC FOR THE DESIGN OF

THE NORTHEAST RESERVOIR AND PUMP STATION PROJECT
(UH24006)
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve findings pursuant to Stockton Municipal Code section

3.68.070 which support and justify an exception to the competitive bidding process.

2. Award a Professional Services Agreement in the amount of $2,150,467 to Carollo Engineers, Inc. of Sacramento, CA, for the design of the Northeast Reservoir and Pump Station Project, UH24006 (Exhibit 1 to the Resolution).

3. Authorize the City Manager to execute the Professional Services Agreement.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this Resolution.

Department: Municipal Utilities
Proposed Resolution
Exhibit 1
Attachments:

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12.11 24-1097 APPROVE MOTION TO ADOPT STANDARD AGREEMENT AMENDMENT NO. 2 BETWEEN FLOCK GROUP INC. AND THE CITY
OF STOCKTON IN AN AMOUNT OF $1,196,700 FOR THE ADDITION

OF FLOCK SAFETY FALCON PLATFORM
Recommended Action: RECOMMENDATION
It is recommended that City Council approve a motion to:

1. Authorize the City Manager to approve Standard Agreement Amendment No. 2 between Flock Group Inc. (Flock) and the City of Stockton (City), increasing the Compensation subsection by a maximum not to exceed amount of $1,196,700 for the addition of Flock Safety Falcon (Falcon) Platform and;

2. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process; and

3. It is further recommended that the City Manager be authorized and directed to make any and all expenditures and appropriations on behalf of the City as appropriate and necessary to carry out the purpose and intent of this motion.

Department: Police
Attachments: Attachment A - Flock Amendment 2

12.12 24-0996 APPROVE MOTION TO EXECUTE A ONE-YEAR

COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT WITH
POINT BLANK ENTERPRISES, INC. FOR BULLETPROOF VESTS IN
AN AMOUNT NOT TO EXCEED $171,430
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Authorize the City Manager to execute a one-year
Cooperative/Piggyback Purchase Agreement between the City of Stockton and Point Blank Enterprises, Inc. with Local Reseller Code 3 Wear (Code 3) for body armor and ballistic resistant products not to exceed $171,430.

2. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process; and

3. It is further recommended that the City Manager is hereby authorized and directed to make any and all expenditures and appropriations on behalf of the City as appropriate and necessary to carry out the purpose and intent of this motion.

Department: Police
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Attachment A - Point Blank Coop Agreement
Attachment B - Procedure 700
Attachments:

12.13 24-1068 APPROVE MOTION TO EXECUTE A TWO-YEAR

COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT, WITH

SAFE BOATS INTERNATIONAL, LLC IN AN AMOUNT NOT TO
EXCEED $610,000
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Authorize the City Manager to execute a two-year
Cooperative/Piggyback Purchase Agreement between the City of Stockton and Safe Boats International, LLC (Safe Boats) for a police boat with accessories not to exceed $610,000;

2. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process; and

Department: Police
Attachments: Attachment A - Safe Boats Cooperative Agreement

12.14 24-1069 APPROVE A MOTION TO ESTABLISH THE PRE-QUALIFIED DESIGN

CONSULTING FIRMS LIST FOR THE MIRACLE MILE PEDESTRIAN

SAFETY IMPROVEMENTS AND REVITALIZATION PROJECT
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to establish the Pre-Qualified Design Consulting Firms List for the Miracle Mile Pedestrian Safety Improvements and Revitalization, Project No.

WT24043/PLBP-5008(203).

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Department: Public Works
Attachment A - Vicinity Map
Attachment B - Pre-Qualified Consulting Firms List
Attachments:

12.15 24-1043 APPROVE A MOTION TO AUTHORIZE COOPERATIVE

PURCHASING AGREEMENTS FOR THE PURCHASE OF SEDANS,

SUVS, AND VANS
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Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

2. Approve the use of a Leveraged Purchasing Agreement through the State of California, Department of General Services, Contract No. 1-22-23-10B-E, in the amount of $185,075.24 from Freeway Toyota of Hanford, CA, for the purchase of seven hybrid sedans.

3. Approve the use of a Leveraged Purchasing Agreement through the State of California, Department of General Services, Contract No. 1-22-23-23B-I, in the amount of $546,366.01 from Winner Chevrolet of Colfax, CA, for the purchase of nine SUVs.

4. Approve the use of a Leveraged Purchasing Agreement through the State of California, Department of General Services, Contract No. 1-22-23-14C, in the amount of $102,243.44 from Folsom Lake Ford of Folsom, CA, for the purchase of two SUVs.

5. Approve the use of a Leveraged Purchasing Agreement through the State of California, Department of General Services, Contract No. 1-22-23-23B-I, in the amount of $254,223.32 from Downtown Ford of Sacramento, CA, for the purchase of three SUVs and two vans.

6. Approve the use of a Leveraged Purchasing Agreement through the State of California, Department of General Services, Contract No. 1-22-23-23B-I, in the amount of $104,996.39 from Watsonville Fleet Group, Watsonville, CA, for the purchase of one van.

7. Authorize the City Manager to execute five Cooperative Purchasing Agreements in the total amount of $1,192,904.40 with Freeway Toyota, Winner Chevrolet, Folsom Lake Ford, Downtown Ford, and Watsonville Fleet Group for the purchase of seven hybrid sedans, 14 SUVs, and three vans.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Department: Public Works
Attachment A - Equipment Replacement List
Attachment B - COOP with Freeway Toyota
Attachment C - COOP with Winner Chevrolet
Attachment D - COOP with Folsom Lake Ford
Attachment E - COOP with Downtown Ford
Attachment F - COOP with Watsonville Ford
Attachments:

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12.16 24-0918 2025 CITY COUNCIL/SUCCESSOR AGENCY/STOCKTON PUBLIC

FINANCING AUTHORITY/STOCKTON PARKING AUTHORITY

MEETING CALENDAR
Recommended Action: RECOMMENDATION
It is recommended that the City Council, Successor Agency, Stockton Public Financing Authority, and Stockton Parking Authority adopt by motion the 2025 Concurrent City Council/Successor Agency/Stockton Public Financing Authority/Stockton Parking Authority Meeting Calendar.

Department: City Manager
Attachments: Attachment A - 2025 Draft Meeting & Closed Days Calendar

12.17 24-1083 MOTION TO APPROVE FINDINGS AND ENTER INTO A

COOPERATIVE PURCHASING AGREEMENT FOR FUEL DELIVERY

SERVICES
Recommended Action: RECOMMENDATION
It is recommended that the City Council, by motion:

1. Approve findings pursuant to Stockton Municipal Code Section 3.68.070 to justify and support an exception to the competitive bidding process.

2. Approve the use of a Cooperative Purchase Agreement through the Sacramento Area Council of Governments (Contract # CT250004) and Hunt & Sons, LLC (Attachment A) for fuel delivery services for the term beginning January 1, 2025, through August 31, 2027, and a total not-to-exceed amount of $8,400,000.

It is also recommended that the City Manager be authorized to take any appropriate and necessary actions to carry out the purpose and intent of this motion.

Department: Administrative Services
Attachments: Attachment A - COS Cooperative Agreement Hunt & Sons, LLC

12.18 24-1173 ADOPTION OF PROPOSED REDLINE CHANGES TO CHAPTER 4.08

OF THE COUNCIL POLICY MANUAL
Recommended Action: RECOMMENDATION
Staff recommends that the City Council adopt by resolution the proposed redline changes to Chapter 4.08 of the Council Policy Manual.

Department: City Attorney
Attachment A - Council Censure 4.08 (Redline 11_19_24)
Proposed Resolution - (Censure 11.19.24).docx
Exhibit 1 - Council Censure 4.08 (Clean Version 11.19.24).docx Attachments:

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13. ADMINISTRATIVE MATTERS

14. UNFINISHED BUSINESS

15. NEW BUSINESS

15.1 24-1110 FOLLOW UP ON CAMPING REVISITED WORKSHOP: CRITICAL

INFRASTRUCTURE ORDINANCE UPDATE AND PROCLAMATION

OF LOCAL EMERGENCY ON HOMELESSNESS
Recommended Action: RECOMMENDATION
It is recommended that the City Council:

1. Review proposed changes to Chapter 8.100 of the Stockton Municipal Code relating to camping and the protection of critical infrastructure and consider the adoption of an ordinance reflecting desired revisions; and

2. Adopt a Resolution Proclaiming a Local Emergency on Homelessness.

It is also recommended that the City Council authorize the City Manager, or designee, to take necessary and appropriate actions to carry out the purpose and intent of this item.

Department: City Attorney
Attachment A - August 2024 Presentation Materials
Attachment B - Grants Pass Comparison Chart.pdf
Attachment C - SMC 8.100 Potential Revisions (redline).pdf Attachment C1 - Critical Infrastructure List_Redlines.pdf Attachment D - Approved Resolution 2018-08-21-1402-02
Attachment E - Approved Resolution 2023-08-03-0401
Attachment F - State Order N-1-24
Attachment G - 2024 Regional Homeless Action Plan
DRAFT - Emergency Proc on HomelessnessNov 2024
Attachments:

15.2 24-1164 POLICE DEPARTMENT UPDATE
Recommended Action: RECOMMENDATION
Information only; no action to be taken.

Department: Police
Attachments: 15.2 - SPD Update PPT

15.3 24-1109 AUTHORIZE BUDGET AMENDMENT TO ADDRESS THE IMPACT OF

HEALTH CARE PREMIUM INCREASES
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Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a Resolution to:

1. Authorize a transfer of $2,000,000 from the General Fund Reserve balance to the Health ISF Fund to address the impact of health care premium increases of the City's employees.

2. Authorize the City Manager to take appropriate and necessary actions to carry out the purpose and intent of this Resolution.

Department: Administrative Services
Proposed Resolution - Address Health Benefit Premiums Impact .docx PPT 15.3 - Impact on Health Care Benefits
Attachments:

15.4 24-0574 ADOPT A RESOLUTION RESCINDING THE 1999 GLEASON PARK

NEIGHBORHOOD PLAN AND APPROVE THE HOUSING ACTION

PLAN WITH THREE ASSOCIATED NEIGHBORHOOD ACTION
PLANS
Recommended Action: RECOMMENDATION
Staff recommends that the City Council:

1. Find no further environmental review is required under the California Environmental Quality Act (CEQA) Section 15183 (Consistency with General Plan and Community Plan); and

2. Rescind the 1999 Gleason Park Neighborhood Park Plan and approve the Housing Action Plan, including three associated Neighborhood Action Plans for the Cabral/East Cabral, Little Manila/Gleason Park, and South Airport Way areas.

It is also recommended that City Council authorize the City Manager to take necessary and appropriate actions to carry out the purpose and intent of this resolution.

Department: Community Development
Attachment A - ShapeStockton Feedback Summary
Attachment B - Responses to Shape Stockton Feedback
Attachment C - Action Tables
Attachment D - 1999 - Gleason Park Neighborhood Master Plan Attachment E - Approved Planning Commission Resolution.pdf Resolution - Action Plan Acceptance
Exhibit 1 - Housing and Neighborhood Action Plans
PPT 15.4 - Gleason Park & Neighborhood Action Plans
Attachments:

15.5 24-0660 ADOPT A RESOLUTION APPROVING AFFORDABLE HOUSING City of Stockton Page 13 Printed on 11/14/2024
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LOAN AWARDS TO ELIGIBLE RESPONDENTS TO THE 2024

AFFORDABLE HOUSING NOTICE OF FUNDING AVAILABILITY
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the following loans to three (3) affordable housing developments, provided that, as a condition of funding, the borrower demonstrates to the City Manager's or designee's satisfaction that each project meets the underwriting and general requirements of the 2024 Affordable Housing Notice of Funding Availability (NOFA) guidelines:
a. $6,194,432.25 of HOME Investment Partnership Program (HOME) and $843,432.75 of round 3 of Permanent Local Housing Allocation Program (PLHA) Loan to Mutual Housing California for the development of the Fairview Terrace Apartments, a 76-housing unit project; b. $574,975.25 of round 3 PLHA and $551,918.00 of Low and Moderate Income Housing Fund (LMIHF) Loan to Bridge Housing Corporation for the rehabilitation of the Kentfield Apartments, a 90-housing unit project; and c. $747,055.12 of HOME Community Housing Development Organization (CHDO) Loan to Visionary Home Builders of California Inc for the development of the Casa de Mariposa Apartments, a 72-housing unit project.

2. Authorize the City Manager, or designee, to defund and reallocate awarded funding if any project is unable to meet the underwriting and general requirements of the NOFA including but not limited to deadlines related to securing of all other funding sources required for project construction and construction start deadlines. Funding to be reallocated to eligible projects that can meet the funding source agency timeliness and general requirements.

3. Authorize the City Manager, or designee, to take actions that are necessary and appropriate to carry out the purpose and intent of this resolution, including the execution of loan documents and the reallocation of funding sources.

Department: Economic Development
Proposed Resolution
PPT 15.5 - 2024 Affordable Housing NOFA Loan
Attachments:

15.6 24-1079 AUTHORIZE THE ACQUISITION OF REAL PROPERTY LOCATED AT 260 WEST FREMONT STREET
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Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution:

1. Authorizing the acquisition of real property located at 260 West Fremont Street, Stockton California, APN 137-410-15 (Property) from Marina Towers LLC, a California limited liability company (Seller) in the amount up to $1,700,000;

2. Authorizing the filing of a Notice of Exemption under Section 15061(B) (3) under the California Environmental Quality Act (CEQA) for the acquisition of real property located at 260 West Fremont Street, Stockton California, APN 137-410-15;

3. Authorizing a budget amendment to appropriate additional funds from the Redevelopment fund balance to support acquisition transactions;

4. Authorizing the City Manager to execute a purchase and sale agreement substantially similar in form to Exhibit 1 of the attached, as well as any due diligence costs associated with the purchase of the Property, and to take actions necessary and appropriate to carry out the purpose and intent of this resolution.

Department: Economic Development
Attachment A - Aerial Map
Attachment B - Vicinity Map
Proposed Resolution for 260 W Fremont St
Exhibit 1 - 260 W Fremont PSA
PPT - 15.6 Acquisition of Real Property
Attachments:

16. HEARINGS**

16.1 24-1070 PUBLIC MEETING: STOCKTON TOURISM BUSINESS

IMPROVEMENT DISTRICT RENEWAL
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Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt two Resolutions:

1. Modifying the Management District Plan of the Stockton Tourism Improvement District to end early on December 31, 2024; and

2. Renewing the Stockton Tourism Business Improvement District for a ten-year period effective January 1, 2025, declaring the results of the protest proceedings, levying an assessment on lodging businesses within the district, approving the Management District Plan and designating the Stockton Convention and Visitors Bureau, Inc. as managing entity, approving an amendment to agreement 2014-11-04-1601-01 NP with the Stockton Convention and Visitors Bureau, Inc., to manage the district funds, (Attachment A); and

3. Authorizing the City Manager to take all necessary and appropriate actions to execute the agreement and carry out the purpose of these resolutions.

Department: Economic Development
Attachment A - Contract 2014-11-04-1601-01 NP
Attachment B - Reso. 10-0406
Attachment C - Resolution 2014-11-04-1601-01
Attachment D - Resolution 10-0407
Attachment E - Resolution 2014-11-04-1601-02
Attachment F - STBID Management Dist Plan 24-35
Attachment G - Resolution 2024-10-01-1208-01
Attachment H - Modification Request Letter 8-15-24
Proposed Resolution STBID Modification
Proposed Resolution - STBID Renewal
Exhibit 1 - STBID Boundary Map.pdf
Exhibit 2 - Visit TBID Mgmt Agreement Amendment 2024
PPT - 16.1 STBID Renewal.pdf
Attachments:

16.2 24-1013

TEFRA PUBLIC HEARING FOR THE LA PASSEGGIATA

APARTMENTS AFFORDABLE HOUSING PROJECT LOCATED AT
622 EAST LINDSAY STREET, STOCKTON, CA
City of Stockton Page 16 Printed on 11/14/2024
16 City Council/Successor Agency to November 19, 2024
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the issuance of multifamily housing revenue bonds by the California Municipal Finance Authority for the benefit of La Passeggiata LLC, a California limited liability company (the "General Partner"), an affiliate of Visionary Home Builders of California Inc., a California nonprofit public benefit corporation (the "Sponsor"), on behalf of La Passeggiata LP, a California limited partnership, or another ownership entity created by the General Partner or by another affiliate of the Sponsor (such limited partnership or other ownership entity, the "Borrower") to provide for the financing of the La Passeggiata Apartments project in an amount not to exceed $50,000,000, for the acquisition, construction, improvement and equipping of 94-unit rental housing facility for low-income households, to be located in Stockton at 622 East Lindsay Street.

Note: The bonds will not be a debt of the City, nor will they obligate the City in any way. The adoption is solely for the purposes of satisfying the requirements of the Tax and Equity Fiscal Responsibility Act (TEFRA).

2. Authorize the City Manager, or designee, to take actions that are necessary and appropriate to carry out the purpose and intent of the resolution.

Department: Economic Development
Attachment A - Vicinty Map
Proposed Resolution
PPT 16.2 - TEFRA Hearing La Passeggiata Apt
Attachments:

17. CITY MANAGER'S UPDATE

18. COUNCIL COMMENTS

19. ADJOURNMENT

INFORMATIONAL ITEMS

1. 24-1143 COUNCIL COMMITTEE/BOARD AND COMMISSION MINUTES Recommended Action: RECOMMENDATION
Information item only. No action required.

Department: City Clerk
City of Stockton Page 17 Printed on 11/14/2024
17 City Council/Successor Agency to November 19, 2024
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Audit 2024-03-18
Audit 2024-09-09
CSC 2024-09-19
LegEnv 2024-06-12
LegEnv 2024-08-28
LegEnv 2024-09-18
Attachments:

CERTIFICATE OF POSTING
I declare, under penalty of perjury, that I am employed by the City of Stockton and that I caused this agenda to be posted in the City Hall notice case on November 14, 2024, in compliance with the Brown Act.

Katherine Roland, CMC, CPMC
City Clerk
By: ________________________________
Deputy
City of Stockton Page 18 Printed on 11/14/2024
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Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final

PUBLIC COMMENTS
*Citizens may comment on any subject within the jurisdiction of the City Council/Successor Agency to the Redevelopment Agency/Public Finance Authority/Parking Authority, including items on the Agenda. Each speaker is limited to two minutes. Speakers must submit “Request to Speak” cards to the City Clerk, and be prepared to speak when called. No speaker cards will be received after the close of the Citizen’s Comments portion of the meeting.
**Speakers should hold comments on items listed as a Hearing until the Hearing is opened.

The City of Stockton invites public comments in multiple forms. You provide your comments by using one of these methods:

1. Email - you may email your comments to [email protected]

2. Voicemail - you can leave a voice message by dialing (209) 937-8459.

3. In-Person Comments - a) Speakers must submit "request to speak cards" to the Clerk prior to the Public Comment portion of the agenda. No speaker cards will be accepted after the close of Public Comment. Please redirect any inquiries to [email protected]. b) Address only issues over which the meeting body has jurisdiction. c) Each speaker will be limited to one 2-minute comment opportunity. Donating time is not authorized. d) Your time will be displayed on the speaker podium for convenience. *All written and voicemail public comments received by the Clerk's Office 90 minutes prior to the meeting start time will be forwarded to the meeting body members as correspondence and attached the minutes. All comments received after that time will be forwarded as correspondence the following business day. Written and voicemail comments will not be read into the record.
***Additions to the Agenda - Government Code Section 54954.2(b)(2), allows members of the City Council present at the meeting to take immediate action, with either a two-thirds or unanimous vote, to place an item on the agenda that action must be taken and that the item came to the attention of the City subsequent to the agenda being posted.

All proceedings before this meeting body are conducted in English. Requests for real-time translation by WordlyAI must be received by the Clerk’s Office at least 30 minutes prior to the start of the meeting. Contact the City Clerk’s Office at (209) 937-8458 or [email protected]
Todos los procedimientos ante este órgano de reunión se llevan a cabo en inglés. Las solicitudes de traducción en tiempo real por parte de WordlyAI deben recibirse en la Oficina del Secretario al menos 30 minutos antes del inicio de la reunión. Comuníquese con la Oficina del Secretario Municipal al (209) 937-8458 o [email protected] In accordance with the Americans With Disabilities Act and California Law, it is the policy of the City of Stockton to offer its public programs, services and meetings in a manner that is readily accessible to everyone, including those with disabilities. If you are a person with a disability and require a copy of a public hearing notice, or an agenda and/or agenda packet in an appropriate alternative format; or if you require other accommodation, please contact the Office of the City Clerk located at 425 North El Dorado Street, Stockton, California 95202 during normal business hours or by calling (209) 937-8458, at least 5 days in advance of the hearing/meeting. Advance notification within this guideline will enable the City/Agency to make reasonable arrangements to ensure accessibility.

Materials related to an item on this agenda submitted to City Council after distribution of the agenda packet are available for public inspection in the City Clerk's Office at 425 North El Dorado Street, Stockton, California 95202, during normal business hours. Such documents are also available on the City's website at www.stocktongov.com subject to staff's ability to post the documents before the meeting.

City of Stockton Page 19 Printed on 11/14/2024
19 City Council/Successor Agency to November 19, 2024
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
CHALLENGING CITY DECISIONS: The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Stockton, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

City of Stockton Page 20 Printed on 11/14/2024
20 City of Stockton
Legislation Text
File #: 24-1113, Version: 1
APPROVE A MOTION TO ENTER INTO COOPERATIVE PURCHASING AGREEMENTS FOR (1) AUTOMOTIVE PARTS AND SUPPLIES, AND (2) MAINTENANCE, REPAIR, OPERATIONS (MRO) SUPPLIER & SERVICES.

RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bid process.

It is also recommended that the City Manager be authorized to take necessary and appropriate actions to carry out the purpose and intent of this motion.

Summary
The City of Stockton has a need for contracts for automotive parts and supplies and fasteners to support City operations.

The City has a fleet of approximately 1,100 different types of vehicles ranging from light duty administrative vehicles to heavy duty specialty vehicles. Central Stores and Fleet Services are responsible for maintaining inventories of appropriate parts and supplies available to service vehicles as needed. Central Stores manages an inventory of approximately 1,500 automotive parts and supplies with a value of $1,700,000. Everyday stock and non-stock automotive parts are ordered to ensure Fleet Services can service vehicles and return them to the relevant City department for continued services to the community.

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The Municipal Utilities Department (MUD), MUD Stores and Public Works have a need for fasteners, which includes screws, nails, bolts, anchors, etc., from Fastenal. MUD Stores is the primary user of this contract through items stocked for City use.

It is recommended that City Council approve a motion authorizing the City Manager to execute a cooperative agreement as specified above.

DISCUSSION
Background
The City requires the acquisition of these goods and services to meet the City’s needs and provide services to the community. Specifically, these contracts will be used by Central Stores, MUD Stores, Public Works and MUD.

For many years the City has been using Carquest for automotive parts and accessories and Fastenal for fasteners via purchase orders and P-card transactions. The estimated annual cumulative spend exceeds the City’s formal procurement threshold for each of these categories’; therefore, the City needs to have a formal contract agreement in place.

Cooperative purchasing agreements leverage collective buying power of the cooperative partners to negotiate lower prices. The strength in the numbers of cooperative partners enables members to access a contractual solution that could not be achieved on their own. Each of the agreements were solicitated and awarded by a lead public agency partnering with Omnia, who markets their contracts to their member agencies.

The contract with Advance Stores Incorporated, dba Advance Auto Parts, will provide Automotive Parts & Accessories for Light, Medium and Heavy-Duty Vehicles and Related Products & Services was solicited and awarded by the Prince William County Public Schools, Virginia, with an estimated contract spend of $100 million.

The contract with Fastenal for Maintenance, Repair and Operations (MRO) Supplies, parts, Equipment, Materials, and Related Services was solicited and awarded by the University of California with an estimated contract spend of $500 million.

Each of these solicitations and contract documents has been reviewed and determined to meet the City’s procurement requirements and supply needs.

Present Situation
Omnia Partners collaborates with lead public agencies to solicit and award contracts available to its members. Omnia Partners offers a comprehensive approach to support public agencies with valuedriven contracts, technology-supported solutions, spend analysis and dedicated experts to help make the purchasing process smarter and easier.

Utilizing the Omnia Partners cooperative agreement allows the City an opportunity to participate in leverage negotiated pricing (automotive parts receive discounts of 35% to 65% and MRO parts City of Stockton Page 2 of 3 Printed on 11/14/2024
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22 File #: 24-1113, Version: 1
receive 25% to 57% off catalog pricing). These agreements also address the need to provide sustainable “green” products to meet federal, state and local requirements and are in the City’s best interest.

Staff recommends entering into the cooperative agreements (Attachments A and B) to utilize Omnia contracts with Advance Stores Incorporated, dba Advance Auto Parts agreement number R-LD23013-01 and Fastenal agreement number 2018.000208.

Findings
Stockton Municipal Code Section 3.68.070(A)(5) provides an exception to the competitive bidding process where the City accesses the terms of a competitively bid and negotiated cooperative purchasing agreement, and where the City Council has approved findings that support and justify the exception. The following findings support and justify an exception:

1. City’s Procurement Division recommends the use of this participating agreement and the City’s cooperative purchase agreement, as it meets the criteria as an exception to the competitive bidding process.

2. Procurement staff confirmed that the Omnia Partners contracts were solicited and awarded by a lead public agency (Prince William County and University of California) through an open and competitive process and meets the City of Stockton’s procurement requirements.

3. Participation in the Omnia agreements is in alignment with standard procurement practices.

4. Utilizing the Omnia agreements will allow the City to secure better pricing and reduces administrative costs associated with the solicitation, evaluation and award process.

5. Utilizing the Omnia agreements supports the City’s objective of using local suppliers because Carquest is the local automotive parts supplier with Advance Stores Incorporated, dba Advance Auto Parts, and Fastenal has a fulfillment center located in Stockton which will provide fast, efficient service for the parts and supplies required.

FINANCIAL SUMMARY
Budget for the cooperative agreements is included in the Fiscal Year 2024-25, for the following departments: Central Stores, MUD Stores, Public Works and MUD’s Operational Budget.

Attachment A - Omnia Partners Cooperative Piggyback Purchase Agreement No. R-LD-23013-01 with Advance Stores Incorporated, dba Advance Auto Parts Attachment B - Omnia Partners Cooperative Piggyback Purchase Agreement No. 2018.000208 with Fastenal
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(Rev. 9.30.22)

COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:

1. Cooperative/Piggyback
Name:

Omnia Partners / Prince William County
Public Schools

2. Contractor: Advance Stores Incorporated, dba Advance Auto Parts

3. Cooperative Agency
Agreement Name and
Agreement Number:

Automotive Parts & Accessories for Light, Medium
and Heavy Duty Vehicles and Related Products &
Services Executive Summary, contract #R‐LD‐
23013‐01

4. Cooperative Agency Initial
Agreement Term:

Start Date: October 5, 2023
End Date: October 31, 2028

5. Cooperative Agency’s
Agreement-Options to
extend:

Option to renew for two (2) additional two-year
periods through October 31, 2032

6. Cooperative Agency
Amended Term:

7. Cooperative Agency
Remaining Options to
Renew:
(2) Two year terms remaining

8. City of Stockton
Cooperative Purchase
Agreement Term:

Start Date: TBD
End Date: October 31, 2028

9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:

Not to Exceed $1,200,000 for the term of
the Agreement. (an estimated average from 2023
and 2024 spending multiplied by (9) years.

AGREEMENT
The City of Stockton, a California municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor (“Contractor”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced Automotive Parts & Accessories for Light, Medium and Heavy Duty Vehicles and Related Products & Services Executive Summary, contract #R‐LD‐23013‐01 (“COOP”) as such may be amended from time to time. The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement (“Agreement”).

ATTACHMENT A 24
2 (Rev. 9.30.22)
Contractor shall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card (credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.

1. Agreement Term: The Term of this Agreement shall remain in effect from date of the signing of this Agreement through to October 31, 2028, unless terminated earlier by the City. If the Cooperative/Piggyback Agency extends the COOP with Contractor by a written amendment, the City has the option to extend the term of this Agreement by written amendment not to go beyond the term stated in the COOP fully executed amendment.

2. Insurance and Hold Harmless: In addition to the pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A, Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof, obtain and maintain at least all the insurance requirements listed in attached Exhibit B.

To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor’s performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Contractor shall provide indemnification only to the extent that it receives indemnification from the manufacturer.

3. Compensation: City and Contractor do hereby enter into this Agreement for Automotive Parts & Accessories for Light, Medium and Heavy Duty Vehicles and Related Products & Services available in the above-named COOP and associated documents incorporated herein as Exhibit A and referenced in the attached quote Exhibit C. In no way, shall payment to the Contractor during the term of this Agreement exceed Not to Exceed $1,200,000 for the term of the Agreement for the purchase of Automotive Parts & Accessories for Light, Medium and Heavy Duty Vehicles and Related Products & Services. Any person signing this Agreement on behalf of City or Contractor does warrants that he or she has full authority to do so.

4. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.

5. Applicable Law. Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

6. Special Funding. If Special Funding is applicable, Exhibit D – Special Funding ATTACHMENT A 25
3 (Rev. 9.30.22)
Terms & Conditions are incorporated herein.

This Agreement may be amended only by a written amendment, consistent with the COOP, signed by Contractor and City.

CITY OF STOCKTON ADVANCE STORES INCOPOPRATED dba

ADVANCE AUTO STORES
Harry Black, City Manager
By: Todd Sanders (Oct 4, 2024 09:57 EDT)
Signature
Date:

ATTEST:

Todd Sanders
Print name
Title: SVP Professional
Katherine Roland CMC, CPMC,
Interim City Clerk
APPROVED AS TO FORM:
[If Contractor is a corporation, signatures must
comply with Corporations Code §313]
By:

Signature
Lori Asuncion, City Attorney
Print name
Title:

ATTACHMENT A 26
Created:

By:

Status:
2024-10-03
aidan toland ([email protected])
Signed
Transaction ID: CBJCHBCAABAAxbjjfcGj0JkkBGVROLnR0eve3HUbeNAb 2024 City of Stockton piggyback only
FINAL.docx
Final Audit Report 2024-10-04
"2024 City of Stockton piggyback only FINAL.docx" History Document created by aidan toland ([email protected]) 2024-10-03 - 12:10:49 PM GMT
Document emailed to Todd Sanders ([email protected]) for signature 2024-10-03 - 12:11:22 PM GMT
Email viewed by Todd Sanders ([email protected]) 2024-10-04 - 1:57:11 PM GMT
Document e-signed by Todd Sanders ([email protected]) Signature Date: 2024-10-04 - 1:57:23 PM GMT - Time Source: server Agreement completed.
2024-10-04 - 1:57:23 PM GMT
ATTACHMENT A 27

ATTACHMENT A
28 ATTACHMENT A
29 I
Advance~·
ProtessJonaiX
4200 Six Forks Road
Raleigh, NC 27609
Response to PWCS RFP #: R-LD-23013
PRINCE WILLIAM COUNTY PUBLIC SCHOOLS.

LAUNCHING THRIVING FUTURES.

Title: Automotive Parts and Accessories for Light, Medium, Heavy Duty Vehicles and Related Products and Services
Sealed Bid Due Date: June 27, 2023 @2:00 pm EST
AUTO PARTS f.!~"!~~~~:r.:. I WORLD .,~ ,-:·
ATTACHMENT A 30
Table of Contents:

Tab 1-Title Sheet, Signed Addendum and Executive Summary Tab 2- Project Methodology/Approach
Tab 3 - Qualification & Experience
Tab 4 - Performance Capability
Tab 5 - Value Added Products and Services
Tab 6 - References
Tab 7 - Products and Pricing
Tab 8 - Proprietary Information and Exceptions
Tab 9 - Other Information
ATTACHMENT A 31
Tab 1-Title Sheet, Signed Addendum and Executive Summary ATTACHMENT A 32
.

P~rnn WILLIAM COUlilV PLJSLI( SCHOOLS

1.AU!lOl1IIG THRIVING FUTURES
ISSUE DATE: REQUEST FOR PROPOSAL#: TITLE: Automotive Parts and Accessories May 24, 2023 R-LD-23013 for Light, Medium, Heavy Duty Vehicles and Related Products and Services
Prince William County
Public Schools on behalf CLOSING DATE/TIME: CONTRACT ADMINISTRATOR:
of Itself and Members of June 27, 2023@ 2:00 p.m. ET Lesley Dean Omnia Partners
PROPOSALS SHALL BE SUBMITTED VIA EMAIL: The proposals shall be submitted electronically to the e-mail address at [email protected] . In addition, a copy shall be sent to the email address of the buyer issuing this solicitation, [email protected] . Proposals must be received, and time stamped no later than 2:00 p.m. ET, June 27, 2023. The time stamp shall be determined by the time of the electronic receipt to the PWCS email at [email protected]. Offerers are responsible for ensuring that the PWCS Purchasing Office receives their proposal submission by the deadline indicated . Offerors should be aware of the limitations for electronic file size could be up to 25-34 MB for sending/receipt of file attachments.

In the subject of the email, you must insert the solicitation number and title of the proposal, "RFP R-LD-23013- Automotive Parts". Failure to provide the submission as instructed may be cause for rejecting the proposal submitted. Proposals received after the stated due date and time shall not be considered.

A Non-Mandatory Pre-Proposal Conference WILL be held for this procurement. Refer to Section 3 Virtual Only Non-Mandatory Pre-Proposal Conference.

All questions/requests for information shall be submitted by email to [email protected] and Lesley Dean, Buyer, Purchasing ([email protected]). In the subject of the email, you must insert "Questions: RFP R-LD23013-Automotive Parts". To be assured consideration, questions must be received no later than 4:00 p.m. ET, June 9, 2023. After reviewing any questions/requests submitted, the PWCS Purchasing Office may issue an addendum to respond to items it deems necessary. Changes to this RFP will be made only by written addendum issued by the PWCS Purchasing Office. Any addenda will be posted to the Commonwealth of Virginia, eVA website at https://mvendor.cqieva.com/Vendor/public/AIIOpportunities.isp. It is the responsibility of the Offeror to visit the website for addendum postings.

OFFEROR ACKNOWLEDGEMENT:

Addendum No. J Date: ~ -(~ -'13 Addendum No. Date: ------ Addendum No. ___ _ Date: _____ Addendum No. _____ Date:

Information the Offerers deem proprietary is to be included on the Proprietary Information Form, see Attachment D. This form shail be included in (TAB 8) of the proposal response. See Submission of Proprietary Information, Section 7.6 for additional information.

Proprietary Information Enclosed: ____ YES X NO
All proposed exceptions to this RFP, and any proposed changes to the contract terms and conditions, are to be included on Attachment E. This form shall be included in (TAB 8) of the proposal response. See Submission of Proposed Exceptions, Section 7.8 for additional information.

Proposed Exceptions to the RFP: x YES __ NO
Company Name (Print): _A_dv_a_nc_e _st_or_es_c_o_m_pa_n_y _1n_co_rp_o_ra_te_d _db_a_A_dv_a_nc_e_A_ut_o P_arts R-LD-23013 1
ATTACHMENT A 33

REQUEST FOR PROPOSALS TITLE PAGE - TWO
In compliance with this RFP and all the conditions imposed therein, the undersigned offers and agrees to furnish the goods/services in accordance with the attached proposal or as mutually agreed upon by subsequent negotiations. By my signature below, I certify that I am authorized to bind the Offeror in any and all negotiations and/or contractual matters relating to this RFP. Type or print the requested information, below, and sign.

My signature certifies that this firm or individual has no business or personal relationships with any other companies or persons that could be considered as a conflict of interest or potential conflict of interest to PWCS, and that there are no principals, officers, agents, employees, or representatives of this firm that have any business or personal relationships with any other companies or person that could be considered as a conflict of interest or a potential conflict of interest to PWCS, pertaining to any and all work or services to be performed as a result of this request and any resulting contract with PWCS. My signature confirms that I have read and understand the General Terms and Conditions are a part of any negotiated contract.

VIRGINIA STATE CORPORATION COMMISSION ISCC} IDENTIFICATION NUMBER The Offeror agrees, if this proposal is accepted by PWCS, for such services and/or items, that the Offeror has met the requirements of the Virginia Public Procurement Act (VPPA) § 2.2-4311.2. Any falsification or misrepresentation contained in the statement submitted by Offeror pursuant to Title 13.1 or Title 50 may be cause for debarment by PWCS.

Offeror shall complete the following by checking the appropriate line that applies and provide the required information. Offerors failing to provide the required information indicated below will result in having their proposal not considered for evaluation.

Virginia State Corporation Commission (SCC) registration information. The offeror:
[] is a corporation or other business entity with the following SCC identification number:
54-0118110 -ORD is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business trust -ORD is an out-of-state business entity that does not regularly and continuously maintain as part of its ordinary and customary business any employees, agents, offices, facilities, or inventories in Virginia (not counting any employees or agents in Virginia who merely solicit orders that require acceptance outside Virginia before they become contracts, and not counting any incidental presence of the bidder in Virginia that is needed in order to assemble, maintain, and repair goods in accordance with the contracts by which such goods were sold and shipped into Virginia from bidder's out-of-state location) -ORD is an out-of-state business entity-that is including with this bid an opinion of legal counsel which accurately and completely discloses the undersigned bidder's current contacts with Virginia and describes why those contacts do not constitute the transaction of business in Virginia within the meaning of§ 13.1-757 or other similar provisions in Titles 13.1 or 50 of the Code of Virginia.
*NOTE* >Check the following box if you have not completed any of the foregoing options but currently have pending before the SCC an application for authority to transact business in the Commonwealth of Virginia and wish to be considered for a waiver to allow you to submit the SCC id number after the due date for bids (the PWCS Supervisor of Purchasing reserves the right to determine in its sole discretion whether to allow such waiver): D THIS PROPOSAL IS SUBMITTED BY:

Full Legal Name of Offeror (Firm): Advance Stores Compan~ Incorporated dba Advance Auto Parts Mailing Address:
4200 Six Forks Road
Raleigh, NC 27609
Phone: ( 919) 573-3000
Email Address: [email protected]
Tax Identification (FIN/SSN#): _5_4-_01_1_81_1_0 ______ _ Typed/Printed Name:_T_od_d_S_a_nd_e_rs ________ _
Date: - ~{o_--_ J.._b_,,... _;l,_D_~_3 _____ _
Remittance Address (If Different):

Advance Financial Services
P.O: Box 742063·
Atlanta, GA 30374
Fax: ( 919-~01-4079
Contact Person: ''"" P~
Signature:~Z..:...O'------- ---- ----
(Person si mg must be authorized to bind
the Offeror in contractual matters)
INCLUDE PAGES 1 AND 2 OF THIS RFP AS THE FIRST 2 PAGES OF YOUR PROPOSAL RESPONSE R-LD-23013 2
ATTACHMENT A 34
ADDENDUM#
REFERENCE:
1 Request for Proposal:

RFP Issue Date:

Title:

Sealed Bid Due Date:

PIIHCE WILLIAM COUH!Y PU BLIC SCHOOLS
LAUNC!WIG ThRIVING FUTURES
DATE:June14,2023
R-LD-23013
May 24, 2023
Automotive Parts and Accessories for Light, Medium, Heavy Duty Vehicles and Related Products and Services
June 27, 2023 @2:00 pm EST
All Bidders are advised of the following changes and clarifications in the referenced solicitation:

Questions:

1. Question: My company sells suspension parts and services for light trucks, heavy trucks, trailers and fire equipment. Would it be useful to the county for us to bid on this contract due to the specialized services we provide?
Response: PWCS cannot advise a company whether or not to submit a proposal. The main purpose of this contract will be for aftermarket auto parts. Please refer to the RFP Statement of Need, Section 6.

2. Question: Is there a list of locations that typically require deliveries for the auto parts bid? Response: For PWCS: The majority of deliveries will be to our main location at Brentsville Shop, 12153 Hooe Road, Bristow, VA 20136, unless special arrangements are made. All additional sites are located within Prince William County, Virginia. See the response to Question 5. For the list of additional sites.

3. Question: We see the estimated value of this is $100 Million. Is that what the aggregated auto parts sales are through all OMNIA Partners suppliers today?
Response: No, as stated under Special Provisions, Section 1, the $100 Million is an estimated annual volume of Automotive Parts and Accessories for Light, Medium, Heavy-Duty Vehicles and Related Products and Services under the Master Agreement through OMNIA Partners.

4. Question: Are the terms "Supplier" and "Contractor'' interchangeable throughout the bid docs or is a company only supplying products called a "Supplier" and those supplying services would be a "Contractor"? Response: The terms "Supplier'' and "Contractor" are interchangeable.

5. Question: How many locations does PWCS have where vehicles are maintained? We found one at 12153 Hoe Rd, but are there others? If so, what are those addresses? Response: We have a total of six shop locations.

Shop 1 - Brentsville, 12153 Hooe Road, Bristow VA, 20136 (Main Location) Shop 2 - Independent Hill, 14800 Joplin Road, Building 1, Manassas VA, 20112 Shop 3 - Potomac, 3435 Panther Pride Drive, Dumfries VA, 22026 Shop 4- McCuin, 7900 Piney Branch Lane, Bristow VA, 20136 Shop 5-Central, 14855 Dumfries Road, Manassas VA, 20112 Shop 6-Western, 5728 Wellington Road, Gainesville VA, 20155

PURCHASING DEPARTMENT
P.O. BOX 389, MANASSAS, VA 20108 • WWW.PWCS.EDli/PllRCHASING • 703.791.8743, FAX 703.791.7462 ATTACHMENT A 35

6. Question: In the Proposal Submission Requirements it is stated that the proposal shall be submitted as ONE attachment and that the attachment should not exceed 25-34 MB. The electronic Catalog listing part numbers, descriptions, etc. alone is over 56,000 KB. The location list is 472 KB. All the other Attachments required for Tabs 1-9 are coming in around 1,800 KB. That equals about 67 MB before we add in other supplementary docs. Therefore, is it possible to break this up into perhaps 3 separate emails? For example, Tabs 1-6 in one email as one attachment, Tab 7 in another email as an attachment and Tabs 8-9 in a 3rd email as one attachment. This would ensure the emails go through.

Response: You may send more than one (1) email. In the subject of the email, you must insert the solicitation number and title of the proposal and the email number, for example: "RFP R-LD-23013 - Automotive Parts, Email 1 of 3". In addition, you may include a link for PWCS to access your catalog and price lists if the file size is large.

7. Question: For a bidder that submits pricing on multiple categories but only is awarded a contract on one or a few of the submitted categories, can OMNIA and the awarded bidder pursue other national opportunities on ALL the submitted categories or only pursue national opportunities on the awarded categories? Response: As noted in Special Provisions, Section 1 , each awarded Offerer may propose their complete product and service offering, or balance of line. PWCS reserves the right to accept or reject any or all balance of line items offered. This is also covered in Exhibit A, Section 3.2 A, each offeror awarded an item under this solicitation may offer their complete product and service offering/balance of line.

8. Question: We have the impression that OMNIA has not actually facilitated any contracts or purchases to public entities successfully and that it is in a startup phase with developing business model. While I can understand a reluctance to publish the exact figures of spend that has been directly created through OMNIA cooperative arrangement with government entities, could you tell us the range of OMNIA directly created spend over the last year using these or similar categories? 0-$100,000, $100,001-$1,000,000, $1,000,001- $10,000,000, 10,000,001-$25,000,000, $25,000,000-$100,000,000, $100,000,0010-$1,000,000,000, Greater than $1 billion. It would be helpful to know whether the OMNIA part of this RFP is worth pursuing given OMNIA apparent nascent situation.

Response: OMNIA Partners, Public Sector is the nation's largest and most experienced cooperative purchasing organization dedicated to public sector procurement. OMNIA has been operating for more than 20 years now and works with 33 lead agencies and has over 86k active parent agencies. Starting as Horizon Resource Group in 2001 and expanding in 2006 was rebranded as National IPA. After several additional acquisitions in 2017 OMNIA Partners brand was launched, acquiring U.S. Communities in 2018, and acquiring Insight GPO in 2019. In 2021 OMNIA Partners acquired PAS Purchasing Solutions and Buyers Access and in 2022 acquired National Cooperative Purchasing Alliance (NCPA). (https://www.omniapartners.com/about-us) OMNIA Partners cannot provide exact figures and there is no minimum volume guaranteed but the estimated annual volume by Participating Public Agencies is $100M as indicated in Special Provisions, Section 1.

9. Question: Section 7.9.3.7.1 states that you need pricing based on a discount from a manufacturer's price list or catalog. Do you only need that discount percentage for evaluation? Or do you also need section 7.9.3.7.2 which requests electronic copies of pricing catalogs? If it is the latter, our large supply chain would result in providing prices for tens of thousands of part numbers across dozens of manufacturers in our submission.

The files would be large and time consuming for PW to review. We are happy to provide you with as much information as you would like.

Response: Refer to the entire Section 7.9.3.7 and provide the requested information. Include both the percentage discount and a price list. The price list may be submitted in excel, however, if it is a large file, you may submit a link for PWCS to access your price list and catalog.

PURCHASING DEPARTMENT
P.O. BOX 389, MANASSAS, VA 20108 • WWW.PWCS.ED(;/PURCHASING • 703.791.8743, FAX 703.791.7462 ATTACHMENT A 36

10. Question: When it comes to the email submission, section 7.9.3.7.2 requests electronic copies of pricing catalogs. If needed, are we ok to attach our price lists as excel files to our emailed submission? This seems to be contrasting to Section 7.1 that's states the proposal must be ONE attachment and it must be a PDF.

Please clarify.

Response: Please reference the response to Question 6, for further information. Multiple emails with attachments may be sent. You may include as many attachments as needed. Yes, you may attach your price lists as excel files, however, if it is a large file, you may submit a link for PWCS to access your price list and catalog.

11. Question: Can you please provide a recording of the pre-bid meeting? Response: Yes, please email Lesley Dean at [email protected] to request a copy of the audio file.

12. Question: Is participation on Omnia a requirement? Or may we opt out by stating so in the exceptions? Response: Participation in the national portion of the contract is not a requirement. If you elect to opt out, do not complete the Omnia Exhibits. All other Attachments shall be submitted with your proposal. If you opt out, you will not be able to utilize the local awarded contract to sell nationally.

13. Question: If we are allowed to opt out of Omnia, are we still required to submit the 3% admin fee? Response: No

14. Question: Are we allowed to opt out of the National participation? Response: Yes. See response to Question 12.

15. Question: Omnia is nationwide. Do you have a fleet card like Navistar where you pay for your accounts or is it through centralized purchasing or does each individual location will have its own accounting department? Response: Orders are not placed through Omnia. Purchases are made directly between the member agency and the awarded supplier in accordance with the contract.

16. Question: If Omnia markets to someone in California, is the pricing still the same because the FOB pricing to include freight. If we use our own delivery truck, there is no freight. If we have to ship it, that would be an issue.

Response: Refer to Section 7.9.3.7. The resultant contract will primarily be for in-store pickup and local deliveries; therefore, shipping will not generally factor in. Refer to section 7.9.3.7 and 7.9.3.7.1. Include in your proposal to describe any proposed shipping costs and/or how you determine your shipping charges for items requiring shipping.

17. Question: I believe to be an unfair provision in the RFP relating to the necessity of holding prices firm for the first year of the contract and that any increases thereafter also be held firm for one year.

Response: Please refer to Section 10.15, Prices and Price Adjustments.

ALL OTHER SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED.

A signed acknowledgment of this addendum must be received by the Purchasing Department either prior to the Bid due date and hour specified or attached to the Bid. Signature on this addendum does not constitute the bidder's signature on the original bid document. The original bid document shall also be signed.

PURCHASING DEPARTMENT
P.O. BOX 389, MANASSAS, VA 20108 • WWW.PWCS.EDU/PURCHASING • 703.791.8743, FAX 703.791.7462 ATTACHMENT A 37
Lesley Dean
Buyer
ACKNOWLEDGMENT:
,trc;lva_yzl-e__ ,%,re,$ Cevnpo.ry Tucc'i"fOra.,-f-e.d._ Name of Firm
Date
~
rod~ Sa.nde,r:c;) S Vf .S'+n1+-e51·c. Jk.c.ou rds
Print Name and Title

PURCHASING OF,PARTMFNT
P.O. BOX 389, MANASSAS, VA20108 • WWW.PWCS.EDl'/Pl'RCHASL1'iG • 703.791.8743, FAX 703.791.7462 ATTACHMENT A 38
Executive Summary
Advance Stores Company, Incorporated submits this proposal on behalf of itself and some of its affiliates: Company-owned Advance Auto Parts and Carquest Auto Parts stores, and Worldpac branches ("Company", "Advance" or "Supplier"). In addition, the proposal anticipates participation by certain of our independently-owned Carquest Auto Parts stores.

Advance has read and understands the Prince William County Schools Request for Proposal #R-LD-23013 and is willing and able to supply the products as required in the RFP documents.

With this offer Advance desires to be named the exclusive or at least primary supplier to PWCS and OMNIA Partners.

Advance Stores Company, Incorporated is a Fortune 500 company (NYSE: AAP) and is a leading automotive aftermarket parts provider that serves both professional installer and do-ityourself customers. Advance operates approximately 5,000 company-owned stores and Worldpac branches in the United States, Canada, Puerto Rico and the U.S. Virgin Islands. The Company also serves approximately 1,300 independently owned Carquest stores. i P.sr AUTO PARTS WORLDPAC":r.,~
Advance employs approximately 70,000 team members throughout our stores, distribution centers, support centers and corporate offices. Approximately 600 of those are outside sales team members who are trained and responsible for selling and supporting the OMNIA Partners Master Agreement.

In addition to auto parts Advance also offers hand tools and power tools for automotive repair work and equipment for automotive service centers. Technician training is also available through Carquest Technical Institute (CTI).

Additional information about Advance can be found at www.AdvanceAutoParts.com .

Please note that the exceptions suggested by our Legal team on Tab 8 generally have to do with a) redlining clauses that are not applicable. For example, when a requirement is referring to a service that Advance, as a retailer of products, does not provide. b) striking federal clauses since Advance is not a federal contractor and/or c) making certain terms and conditions mutual. We are open to discussion about any of the red lines.

We look forward to meeting the PWCS team on July 26 to discuss and clarify the offering in this proposal.

Questions pertaining to this submittal should be directed to:

Laura Payne
Senior Manager, Bids and Contracts
Advance Auto Parts
954-383-2369 ph 919-301-4079 f
[email protected]
Mark Mills
VP Strategic Accounts
Advance Auto Parts
770-362-4422
[email protected]
ATTACHMENT A 39
Tab 2 Project Methodology/Approach
ATTACHMENT A 40
Addressing the Statement of Need:

Within our own supply chain, Advance offers aftermarket parts and supplies for maintaining light, medium and heavy-duty vehicles, SUV's, fire apparatus, buses and construction equipment. We also offer fluids, lubricants, chemicals, shop supplies, tools, shop equipment, automotive accessories, etc. In the unlikely event we do not stock a particular auto part, we do have the ability to source products outside our supply chain, such as OEM parts.

Advance can supply all items listed in Page 8, Section 6.1 of RFP #R-LD-23013 with the exception of towing, tires and wheels. We do not provide labor for repair work or installation of the parts, only the parts, supplies and equipment.

Related services and solutions offered by Advance are vast. We provide free prompt safe delivery (usually within an hour), battery testing, inventory replenishment management solutions, on-site parts room management (site evaluation and minimum purchases required for this service), loaner tool program, technician training (fees vary for in-person or online courses).

Here are just some of the nationally recognized brands offered by Advance. We are an authorized distributor and/or retailer of these lines and many more. We offer over 900,000 SKU's. Our products meet or exceed OEM form, fit and function.

WALKE!f
iiiFIEbPRO. fflf"'"1ff'.1'91/fff1#MUINZ(i1' ... BWD.

SYLVANIA
DENSO
BOSCH
1Altb
Tough e
l~YIII
3M
--c:iAY1..Cl
1mPERlQL: lntc...~motor WI A SM i;~;N'-
WAGNER • ..... P•OOIJCI&
fl moveras
Gcastrol
MARWIL
,,woouc-r•
STReNGARM ltt/JJt#?
FIJ.TERS
For a more comprehensive list of brands offered by Advance, please access our interactive line card: https://advanceauto-my.sharepoint.com/personal/laura_ a ne advanceauto com/Documents/Documents/Laura%202023/lnteractive+Une+Card+2023+SM.pdf ATTACHMENT A 41
Tab 3 Qualification & Experience
ATTACHMENT A 42
Advance has been in business for 91 years, since 1932. About 65% of our $11.2 Billion in annual revenue comes from large fleet customers and commercial strategic national accounts.

Advance has had a government cooperative contract in place since 2011, first with U.S.

Communities and then with OMNIA Partners after they acquired U.S. Communities.

Advance's state and local government business was $91.8 Million in 2022 and our target growth for 2023 is 9%.

YTD Sales by Agency Type
■ OMNIA CHY

OMNIA COUNTY
0MNIAK12
OMNIA HIGHfR fOUCAl ON
OMNIA.STAT£
■ OMNIA SPf.CIAl OISTRK:TS
OMNIANON•PROEn
TY YTD Top 10 Category BOS%
Starters &
Alternators, 2.5% \ Wipers, 2.2%
HD Filters, 2.8%
Commercial Shop
Equipment [High ---------
Ticket), 2.9%
Performance &
Functional Chemicals,

3.8%
Brakes - Friction, Pads &
Shoes, 4.1%
Advance has about 5,000 company-owned locations and a total of approximately 600 sales people at various levels throughout the field, region and corporate. We also have about 1,300 independently-owned stores with their own sales support staff.

Advance is familiar with and adheres to OMNIA Partners' requirements for monthly reporting and payment.

ATTACHMENT A 43
Advance currently has no litigation that would impact our ability to sell to state and local government agencies. Advance has never filed bankruptcy and we are not in the process of any reorganization. Advance is in a solid position to serve Prince William County Schools ("PWCS") and participating members of the OMNIA Partners GPO.

You asked that we Include a copy of a standard service agreement for additional services, however, Advance has found that every government agency has their own set of requirements and generally prefer to start with their standard contract and work from there. For this reason, we are not providing a standard service agreement at this time. If required, we can prepare a standard service agreement for public sector customers for this bid, but most public agencies will not use it.

For over 85 years Advance was headquartered in Roanoke, Virginia. However, after its acquisition of General Parts International (Carquest Auto Parts), Advance's headquarters moved to Raleigh, North Carolina. The Corporate address is:
4200 Six Forks Road, Raleigh, NC 27609
Advance's 2022 sales to K12 agencies were approximately $14 Million. Over the last 12 months PWCS has purchased about $45,000 of products from Advance.

Experience and Qualifications of key employees:

Mark Mills, Vice President Strategic Accounts, Professional Sales Mark oversees the Specialty Markets group, which includes Government Sales, Fleet Sales, Heavy Duty Sales, Collision Repair Product Sales and Automotive Filter Sales teams.

Mark has spent his entire professional career in the automotive industry. Upon leaving Central Missouri University his experience includes machine shop operator, repair center owner/operator, auto parts counterman, parts store manager, outside sales and sales management. For the past 25 years Mark has had various account management responsibilities for strategic national brands with substantial annual dollars.

ATTACHMENT A 44
Shari Vergara, Director of Business Development, Public Sector Government Sales Shari has worked for Advance Auto Parts/Carquest Auto Parts for 9 years. She manages a team of Regional Government Sales Managers focusing solely on the public sector. Prior to working for Advance/Carquest, she worked 22 years in HVAC&R manufacturing, where she managed Strategic National Accounts. She has also worked as a Warranty and Technical Service Manager. She has extensive automotive and manufacturing experience that has allowed success in building business relationships, product knowledge and technical training.

Laura Payne, Senior Manager Bids and Contracts
Laura has been part of the Professional Sales team at Advance Auto Parts for 15 years. She is the administrator of the OMNIA cooperative contract and has been since its' inception in 2011. Prior to Advance, she did contract management for AutoNation for about 12 years.

Laura is a graduate of Saginaw Valley State University with a B.A. in English.

ATTACHMENT A 45
Tab 4- Petformance Capability
ATTACHMENT A 46

PRINCE WILLIAM COUNTY PUBLIC SCHOOLS
Purchasing Office

VENDOR INFORMATION FORM

ATTACHMENT A
The following vendor information is required with all RFP responses along with a completed and signed W-9 form:

Ordering/Purchase Order Submission:

Legal Business Name: Advance Stores Company Incorporated D/B/A: Advance Auto Parts
Address: 4200 Six Forks Road
City, State, Zip: Raleigh, NC 27609
Phone: 919-573-3000
Email: [email protected]
TaxlD#: 54-0118110
Fax: 919-301-4079
Remittance: Check box if same as above o
Legal Business Name: Advance Financial Services. ____________ _ Address: __ P_O~B_ox_ 74_2_0_6_3 __________________ _ _ City, State, Zip: Atlanta, GA 30374
Contact Information:

Name: Laura Payne
Title: Senior Manager, Bids and Contracts
Phone: 954-383-2369 Fax: 919-301-4079
E-mail Address: [email protected]
Attention Vendors: Visit the PWCS Purchasing Office Website at https://www.pwcs.edu/departments/purchasing/index to:
► Register on-line, click on "Vendor Registration"
► Obtain a W-9 form and instructions
R-LD-23013 24
ATTACHMENT A 47
Solicitation# R-LD-23013

CONTRACTOR DATA SHEET

ATTACHMENT B

1. QUALIFICATION OF OFFEROR: The Offeror shall have the capability and the capacity in all respects to fully satisfy all the contractual requirements.

2. YEARS IN BUSINESS: Indicate the length of time the Offeror has been in business providing the goods/services in this solicitation: 92 Years 6 Months.

3. REFERENCES: Offerors shall provide a listing of at least three (3) references for which the company has provided specified goods/services of the same or greater scope within the past three (3) years. PWCS cannot be a reference.

1. Customer Name: Contact Name: Contact Title:

Wappingers Central School District Barbara Mackson Purchasing Agent Address: 25 Corporate Park Drive Phone No.

Hopewell Junction, NY 12533 845-298-5000
E-mail: Fax No.
[email protected] 845-896-1973

2. Customer Name: Contact Name: Contact Title:

City of Austin Craig Higdon Fleet Contract Manager
Address: 714 E 8th Street Phone No.

Austin, TX 78701 512-978-1522
E-mail: Fax No.

[email protected]

3. Customer Name: Contact Name: Contact Title:

Loudoun County Public Schools Mark Maggitti Central Vehicle Maintenance Fleet Mi r Address: 21000 Education Court Phone No.

Ashburn, VA 20148 571-252-1711
E-mail: Fax No.
mark. [email protected]
R-LD-23013 25
ATTACHMENT A 48
WAPPINGERS I ~~~n:; CENTRAL SCHOOL DISTRICT Grow
Barbara Mackson o Purchasing Agent
25 Corporate Park Drive • P.O. Box 3% • Hopewtdl Junction, NY 12533 • (845) 298-5000 x4015< • Fax (845) 8%-lm June 15, 2023
To Whom It May Concern:

Subject: Reference Letter - Advance Auto Parts
It is my pleasure to provide a reference for Advance Auto Parts .. We are a large school district K-12. Advance Auto Parts has been one of our preferred vendors for several years.

I can highly recommend them, as they have always provided reliable, courteous service and prompt delivery of quality products.

Sincerely yours,
/~AIL~u..-rn~
I B~b~a Mackson
Purchasing Agent
111, mlssi@ ,>f 1/1, Wappingers Central S,:ltool Dis/rid is to ,mpoll~r all vf 011, sh1dmts n,ifl, tlr, rompeten<ie,: and ronjitfettce to dialltnge th,ml:ll'h>ts, lo pur.we lhdr passions, nm! In realize their potential rollilt gn1Wing ns responsible membus of /i,tir co1111111111ity.

ATTACHMENT A 49
June 23, 2023
City of Austin Fleet Mobility Services Department
6800 Burleson Road, Bldg. 312 Suite 165-A
Austin, TX 78744-2325
To Whom It May Concern
The City of Austin Fleet Mobility has been glad to be doing business with Advance Auto Parts since at least 2012. We are looking forward to continuing with this relationship for years to come. The teams at Advance Auto Parts have provided commendable services over the years. They must be complimented that during the recent couple of years of manufacture and distribution issues in all industries Advance Auto Parts have found ways of providing our needs or communicated acceptably supply chain delays.

Any invoicing concerns have been addressed and accurately met City of Austin Fleet Mobility acceptance.

With the provided pricing and dedicated service, we look forward to establishing our next contract with this fine business.

Sincerely,
Craig Higdon
Contract Management Specialist II
COA Fleet Mobility Services Department
6800 Burleson Rood, Bldg. 312 Suite 165-A
Austin, TX 78744-2325
P: 512.978-1522
[email protected]
ATTACHMENT A 50
PRINCl WILLIAM COUNTY PUBLIC SCHOOLS
LAUNCHIN.G THP.iVING FUTURES

CERTIFICATE OF COMPLIANCE
Code of Virginia §22.1-296.1

ATTACHMENT C
As a condition of contract award, ContractorNendor providing contracted services shall execute this document certifying that neither the Contractor nor, at the time of initial hiring, any employee of the Contractor, nor any other person under the control of Contractor, who will provide services under the Contract and will have direct contact with students on school property during regular school hours or school-sponsored activities, has been convicted of a felony or any offense involving the sexual molestation, physical cir sexual abuse or rape of a child or a barrier crime as defined and regulated under VA statutes 19.2-392.02 and 63.2-1719 through 1725 as applicable.

ContractorNendor acknowledges that, pursuant to the Code of Virginia §22.1-296.1 (A), any person making a materially false statement on this certification, shall be guilty of a Class 1 misdemeanor, and upon conviction, the fact of such conviction shall be grounds for revocation of the contract or purchase order.
,q.lvttnl{_ Srh-r-('., C,'fl'\pa ... ny :J:h~pc~L
Company Name Purchase Order/Contract/Solicitation #
R-LD-23013
4~ Six &d<s Rd , ~o..lt.'j b, JJc__~7 fo CJ1
Company Address Company Phone Number
~j_ s o.nJ,e.-c-.s
Authorized Representative Title
A Date
R-LD-23013 27
ATTACHMENT A 51
rRIKCt WIUIA,M (OUN1Y ruauc ~{r')Cl5
a~!H.Hl:10 ll!~i iJ IUG Vi.,i"UHS

PROPRIETARY INFORMATION

ATTACHMENT D
R-LD-23013, Automotive Parts and Accessories for Light, Medium, Heavy Duty Vehicles and Related Products and Services
Ownership of all data, materials, and documentation originated and prepared for Prince William County Public Schools pursuant to the REQUEST FOR. PROPOSAL shall belong exclusively to Prince William County Public Schools and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act, however, the Offeror must invoke the protections of Section 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other material is submitted. The written notice must specifically identify the data or materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information.

NOTICE OF PROPRIETARY INFORMATION
Confidentiality References Protection in Accordance wit . h h C d t e o eo fV" 1rgmia, . s ection 2 2 3 . -4 42F Section Title Page Number Reason{s) for Wlthholding from /1/t,JJE
Disclosure
INSTRUCTIONS: Identify the data or other materials to be protected and state the reasons by using the codes listed below.

Indicate the specific words, figures, or paragraphs that constitute trade secrets or proprietary materials.

A This page contains information relating to "trade secrets', and "proprietary information" including processes. Operations, style of work, or apparatus, identify confidential statistical data, amount or source of any income ... of any person (or) partnership. "See Virginia Public Procurement Act. Section 2.2-4342F. Unauthorized disclosure of such information would violate the Trade Secrets Act 18 U.S.C. 1905.

B. This page contains proprietary information including confidential, commercial or financial information which was provided to the Government on a voluntary basis and is of the type that would not customarily be released to the public. See Virginia Public Procurement Act, Section 2.2-4342F; 5 U.S.C. 552(b)(4); 12 C.F.R. 309.5{c)(4).

C. This page contains proprietary information including confidential, commercial or financial information. This disclosure of such information would cause substantial harm to competitive position and impair the Government's ability to obtain necessary information from contractors in die future. 5 U.S.C. See Virginia Public Procurement Act. Section 2.2-4342F; 552(b)(4); 12 C. F. R 309.5(c)(4).

FIRM NAME: ~ 9J"f'q!}Y ln£<l'P')rated
Signature: ,
Name (Printed): Todd Sanders
Telephone: 919-573-3000
R-LD-23013
Date: _ 6,_· -_;J_li,_-_ ~_6_.;;i_ 3 __ _
Title: ---'S"-V"--P'---'S"-'t"-'ra=t=e.-CLg'"""ic---'A---'c-=-c~o:..:u;;.;..n"""ts~_ Email: [email protected]
27 ATTACHMENT A 52
EXCEPTIONS TO RFP# R-LD-23013 ATTACHMENT E
Section Title
Automotive Parts and Accessories for Light, Medium, Heavy Duty Vehicles and Related
Products and Services
Name of Offeror: Advance Stores Company, Incorporated
List any exceptions to RFP specifications / terms below:

Page Explanation of exception and any proposed language Number
Perfonnance Capability (TAB 4): 7.9.3.4.3 13 Proposed language: 7.9.3.4.3 Intentionally omitted.

Explanation: We are not a federal contractor and we do
tnot accept payment using federal funds so Exhibits F
land G are not applicable.

Audit, 10.1 17 !Proposed language: The Contractor(s) shall retain all books, records, and other documents relative to this
contract for three (3) years after final payment. PWCS
and its authorized agents shall have full access to and the right to examine any of said material during said
period.

Explanation: The revision only modifies the clause
rom a period of 5 years to 3 years for audit rights.

Availability of Funds, 10 .3 17 Proposed language: 10.3 AVAILABILITY OF FUNDS: It is understood and agreed between the
parties herein that PWCS shall be bound hereunder
only to the extent of the funds available, or which may tl.ereafter become available for the purpose of this
contract. Provided however, that PWCS shall not use
iany federal funds to pay for goods or services procured !Under this contract.

Explanation: We are not a federal contractor and we do
1not accept payment using federal funds. The addition
of the last sentence is clarifying in nature.
!Authorized Distributors/Dealers, 10.4 18 Proposed language: 10.4 AUTHORIZED [)ISTRIBUTORS/DEALERS: Except for Contractor's
affiliates or as otherwise provided in the Executive
Summary (Contractor's TAB 1 response), Contractor is
ATTACHMENT A 53
ertificate of Compliance, 10.5 18
rohibited from authorizing additional distributors or
ealers, other than those identified at the time of
ubmitting their proposal, to sell under the Contract
ithout notification and prior written approval from
WCS. Contractor must notify PWCS each time it
ishes to add an authorized distributor or dealer.
urchase order and payment can only be made to the
Contractor unless otherwise approved by PWCS.
ricing provided to members by added distributors or
ealers must also be less than or equal to the
Contractor's pricing.
xplanation: Some of our affiliates, as described in the ~xecutive Summary, will service this RFP. This
evision is clar· in in nature.
roposed language: 10.5 CERTIFICATE OF
COMPLIANCE: By signing and submitting a proposal,
he Offeror acknowledges that as a condition of any
ontract awarded, when providing applicable services,
he Offeror/Contractor must certify that, neither the
Contractor, nor, at the time of initial hiring, any
employee of the Contractor, nor any other person under
Contractor's control and who will provide services
under the Contract and will have direct contact with
tudents on school property during regular school hours
r school-sponsored activities, have been convicted of
felony or any offense involving the sexual
nolestation or physical or sexual abuse or rape of a
hild. Offeror further acknowledges that such
ertification shall be binding on the Offeror/Contractor throughout the term of any Contract, including
renewals or extensions, thereof, and agrees to provide
notice to PWCS if Contractor has actual knowledge of
y event which might render such certification untrue,
· ncluding the arrest indictment, or investigation of any · ndividual providing such services. The successful
Offeror agrees to fully document and provide this
Certificate of Compliance (Attachment C), if
applicable.
xplanation: Our employees will not be on school
roperty during regular school hours and in direct
ontact with students. We conduct background checks
t the time of initial hiring. We will provide notice if e have actual knowledge of any event that might
render the certification untrue.

ATTACHMENT A 54
ailure to Deliver, 10.6
ew Parts and Equipment, 10.12
Samples, 10.17
rotection of Persons and Property,

10.18.5.4 18
0 1
2 roposed language: 10.1 FAILURE TO
ELIVER: Failure to comply with the terms and
conditions of this solicitation or failure to deliver goods and/or services identified in the solicitation and
esulting contract at the firm-fixed prices quoted will
e considered in default of the contract. Should the
Contractor(s) be found in default of the contract as
described in this Section 10.6, any excess direct cost
hich may result from default actions shall be at the
xpense of the Contractor(s).

Proposed language: 10.12. NEW PARTS AND
QUIPMENT: Unless otherwise expressly stated in
his solicitation, any parts, and equipment furnished
der the contract shall be new and unused, unless
efurbished or used parts are ordered or approved by
he buyer.
xplanation: These revisions are clarifying in nature
and permit the buyer to purchase refurbished or used
arts, if ordered/a roved b the bu er.
roposed language: 10.17. SAMPLES: Samples are
not anticipated to be requested for this solicitation,
owever, if requested, samples shall be furnished, free
f cost, within seven (7) days after receiving notice of such request. By submitting the proposal Offeror
e1tifies that its provision of all materials conform to 11 applicable requirements of this solicitation and of
hose required by law. Offeror agrees to bear the costs
for laboratory testing, if results show the sample does ot comply with solicitation requirements. Submissions
ay no longer be considered for failing to submit
samples as requested.

Explanation: The revision is clarifying in nature and
urther describes Advance's role in the provision of
roducts.

10.18.4 In an emergency affecting the safety or
life of individuals, or of the work, or of adjoining
roperty, the Contractor, without special instruction or uthorization from PWCS, is hereby permitted to act, at
'ts discretion, to prevent threatened loss or injury, be instructed or authorized to act by PWCS. Any
additional compensation or extension of time claimed
b the Contractor on account of an emer enc work
ATTACHMENT A 55
shall be determined as provided in the contract.

Explanation: The revision is clarifying in nature and
further describes Advance's role in the provision of
products.

Protection of Persons and Property, 22 Proposed language: 10.18.5.5 In an emergency

10.18.5.5 ~ffecting the safety or life of individuals, or of the work, or of adjoining property, the Contractor, without special instruction or authorization from PWCS, is
hereby permitted to act, at its discretion, to prevent
lhreatened loss or injury, be instructed or authorized to act by PWCS. Any additional compensation or
extension of time claimed by the Contractor on account
of any emergency work shall be determined as
provided in the contract.

Explanation: The revision is clarifying in nature and
further describes Advance's role in the provision of
products.

Protection of Persons and Property, ~2 Proposed language: 10.18.5.6Any damage to existing

10.18.5.6 utilities, equipment or finished surfaces resulting directly from the performance of this contract by
Contractor shall be repaired to PWCS' reasonable
satisfaction at the Contractor's expense.
[Explanation: The revision is clarifying in nature and
further describes the parties' roles.

Guarantee of Work, 10.18.6.4 23 Proposed language: 10.18.6.4 Make good on all damage to the structure, site, equipment or contents
thereof, which is the direct result of proper use of
materials, equipment, or workmanship which are
inferior, defective or not in accordance with the terms bf the contract.

Explanation: The revision is clarifying in nature and
further describes the parties' roles.

Guarantee of Work, 10.18.6.7 23 10.18.6.7 If the Contractor, after notice, fails to proceed promptly to comply with the terms of the
guarantee, PWCS may have the defects corrected and
•he Contractor shall be liable for all direct costs
incurred by PWCS.

Explanation: The revision is clarifying in nature and
further describes remedies under this section.

ATTACHMENT A 56
Certificate of Compliance 6
ppendix B, Prince Williams County 33
Schools General Terms and Conditions,
ti-Discrimination, 31.4
Appendix B, Prince Williams County 34
Schools General Terms and Conditions,
uarantees & Warranties, 36.
roposed language:
s a condition of contract award, ContractorN endor
providing contracted services· shall execute this
ocument certifying that neither the Contractor nor, at
the time of initial hiring, any employee of the
Contractor, nor any other person under the control of
Contractor, who will provide services under the
Contract and will have direct contact with students on
school property during regular school hours or schoolsponsored activities, has been convicted of a felony or ny offense involving the sexual molestation, physical
r sexual abuse or rape of a child or a barrier crime as efined and regulated under VA statutes 19 .2-392.02
and 63.2-1719 through 1725 as applicable.

Contractor/Vendor acknowledges that, pursuant to the
Code of Virginia §22.1-296.1 (A), any person making a
aterially false statement on this certification, shall be uilty of a Class 1 misdemeanor, and upon conviction,
he fact of such conviction shall be grounds for
·evocation ofthe contract or purchase order.
xplanation: The revision is clarifying in nature and
ensures consistenc with Section 10.5, above.

Proposed language: Removal of 31.4.
xplanation: We cannot certify that every P.O. over
$10,000 we submit will comply with these
roposed language: GUARANTEES &
ARRANTIES: All guarantees and warranties
required shall be furnished by the Contractor and shall be delivered to PWCS before final payment on the
ontract is made. Unless otherwise stated,
anufacturer' s standard warranty applies.

IMITATION OF WARRANTY AND LIABILITY.

Contractor shall make available all applicable
manufacturer warranty documentation to PWCS.

Product warranties are provided at,
ttps://shop.advanceautoparts.com. CONTRACTOR

AKES NO WARRANTIES OTHER THAN THE

WARRANTIES EXPRESSLY SET FORTH IN THIS

CONTRACT, AND CONTRACTOR HEREBY

ISCLAIMS ALL OTHER WARRANTIES,
ATTACHMENT A 57
Appendix B, Prince Williams County 34
Schools General Terms and Conditions,
Termination for Cause/Default, 40-40.1
Appendix B, Prince Williams County 84
Schools General Terms and Conditions,
Termination for Cause/Default, 40.2
!WHETHER EXPRESS OR IMPLIED AND

WHETHER CREA TED BY CONTRACT OR BY

OPERATION OF LAW, INCLUDING BUT NOT

LIMITED TO THE IMPLIED WARRANTY OF

MERCHANTABILITY AND THE IMPLIED

WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE.

Explanation: This revision is clarifying in nature and
includes Advance' s standard warranty language. This
revision further clarifies the parties' roles in
performance of this agreement.

Proposed language: 40. TERMINATION FOR
CAUSE/DEF AULT: Either party may terminate this
contract for cause under the following circumstances:

40.1 If, through any cause, either party fails to fulfill in a timely and proper manner their obligations under
the contract, or if either party violates any of the
covenants, agreements, or stipulations of the contract, the non-breaching party shall thereupon have the right
to terminate, specifying the effective date thereof, at least five (5) days before the effective date of such
termination. In such event, all finished or unfinished
klocuments, data, studies, surveys, drawings, maps,
models, and reports prepared by the Contractor under
the contract shall at the option of PWCS, become its
property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory
work completed on such documents.

Explanation: This revision modifies this provision to be mutual for both parties. This is not an exclusive
contract and so the remedies were modified.

Proposed language: 40.2 Notwithstanding the
above, the breaching party shall not be relieved of
liability to non-breaching party for damages sustained
oy the non-breaching party. PWCS may withhold any
payments to the Contractor for the purpose of set off
until such time as the exact amount of damages due to
PWCS from the Contractor is determined.

Explanation: Except for set off rights, which remain the same as initially proposed, this revision modifies this section to be mutual for both parties.

ATTACHMENT A 58
ppendix B, Prince Williams County 35
Schools General Terms and Conditions,
rug-free Workplace, 43.2-43.4
ppendix B, Prince Williams County 35
Schools General Terms and Conditions,
Funding, 45
ppendix B, Prince Williams County
Schools General Terms and Conditions,
General Guaranty, 57.3-57.4
ppendix B, Prince Williams County 37
Schools General Terms and Conditions,
ndemnification, 60
roposed language: Removal of 43.2; 43 .3; and 43.4.
xplanation: We cannot certify compliance with 43.2-

3.4. 5. FUNDING: The obligation of PWCS to pay
ompensation due the Contractor under the contract or
ny other payment obligations under any contract
warded pursuant to this contract is subject to
appropriations by the PWCS School Board to satisfy
ayment of such obligations, provided Contractor will
not be paid using federal funds. The County's
bligations to make payments during subsequent fiscal
ears are dependent upon the same action. If such an
ppropriation is not made for any fiscal year, the
ontract shall terminate effective at the end of the fiscal ear for which funds were appropriated and PWCS will
1ot be obligated to make any payments under the
contract beyond the amount appropriated for payment
bligations under the contract. PWCS will provide the
Contractor with written notice of non-appropriation of
unds within thirty (30) calendar days after action is
ompleted by the PWCS School Board. However,
WCS's failure to provide such notice will not extend
e contract into a fiscal year in which sufficient funds have not been appropriated.
xplanation: We are not a federal contractor and we do
ot accept payment using federal funds. The addition to
his rovision is clari in in nature.
xplanation: These revisions were made for
onsistency purposes, to align Advance's guarantees
ith other revisions made within the document.
roposed language: INDEMNIFICATION:" Contractor
shall indemnify, keep and save harmless PWCS, its
gents, officials, employees and volunteers against
hird party claims of injuries, death, damage to
roperty, patent claims, suits, liabilities, judgments,
cost and expenses which may otherwise accrue against
WCS as a consequence of the granting of a contract or
which may otherwise result directly therefrom, if the
act was caused through negligence, or reckless or
·ntentional misconduct (or, in the case of intellectual roperty rights; by any intentional act done without
ro er ermission of the Contractor or his or her
ATTACHMENT A 59
ppendix B, Prince Williams County 3 7
Schools General Terms and Conditions,
Non-liability, 61
Appendix C 40
mployees, or that of the Contractor's subcontractor or
his or her employees, if any; and the Contractor shall, this or her own expense, appear, defend and pay all
easonable charges of attorneys and all reasonable costs and other expenses arising therefrom; and if any
·udgment shall be rendered against PWCS in any such
ction, the Contractor shall, at his or her own expense, satisfy and discharge the same. Contractor expressly
understands and agrees that any performance bond or
· nsurance protection required by this contract, or
therwise provided by the Contractor, shall in no way
imit the responsibility to indemnify, keep and save
armless and defend PWCS as herein provided.
xplanation: These revisions are clarifying in nature
d further clarifies the parties' roles in performance of his a2Ieement.
roposed language: 61. NON-LIABILITY: The
ontractor shall not be liable in damages for delay in
shipment or failure to deliver when such delay or
failure is the result of fire, flood, strike, the
ansportation carrier, act of God, act of Government,
act of an alien enemy or by any other circumstances
.vhich, in the Purchasing Agent's opinion, are beyond
he reasonable control of the Contractor. Under such
ircumstances, however, the Purchasing Agent may, at
er discretion terminate the contract. IN NO EVENT

WILL CONTRACTOR BE LIABLE TO THE OTHER

OR ANY INCIDENT AL, CONSEQUENTIAL,

DIRECT, EXEMPLARY, SPECIAL, OR

PUNITIVE DAMAGES OR FOR ANY CLAIMS OF
LOST PROFITS OR LOST OPPORTUNITY.
xplanation: This revision was made for consistency
purposes, to align Advance's disclaimer/warranty with
other rovisions made within the document.
e understand the OMNIA Partners documents such
as the Example Admin Agreement is a sample only.
dvance and OMNIA will discuss the terms of their
ement se from this RFP ro osal.

RETURN THIS PAGE WITH YOUR PROPOSAL (TAB 8)
ATTACHMENT A 60
Date
Contractor
Address
Address
Attention:

PRINCE \'iilUIM (OUM!! muc SCHOOL I
lAUNcttlNG lttRIVING mum
Advance Stores Company Incorporated
4200 Six Forks Road
Raleigh, NC 27609
Laura Payne

APPENDIX A
Reference: R-LD-23013, Automotive Parts and Accessories for Light, Medium, Heavy Duty Vehicles and Related Products and Services.

Acceptance Agreement
Contract Number R-LD-23013
This Acceptance Agreement indicates a contract award to *Contractor* for its entirety for the referenced RFP for Automotive Parts and Accessories for Light, Medium, Heavy Duty Vehicles and Related Products and Services for Prince William County Public Schools (PWCS). The period of the contract is from November 1, 2023 through October 31, 2028.

The contract award shall be in accordance with and shall consist of the following contract documents. In the event of a conflict between or among the contract documents, they are listed in the order of precedence as follows:

1. This Acceptance Agreement;

2. RFP# R-LD-23013, Automotive Parts and Accessories for Light, Medium, Heavy Duty Vehicles and Related Products and Services, dated XXXXXXX; and all Addenda as issued.

3. Mutually agreed upon negotiations with Offeror, including Offeror(s)'s BAFO.

4. Offerer's proposal response dated XXXXXXX

5. Contractor's Certificate of Insurance and updated thereafter.

Please note that is an indefinite goods and services contract. Authorized individuals will place orders via purchase order or P-Card for specific goods and services covered by this contract as requirements arise. All questions regarding this contract should directed to the Contract Administrator, Lesley Dean, at (703) 791- 7940, or via email at [email protected]. Co~it ~~~ corporated Legally Authorized Signature
Todd Sanders, SVP Strategic Accounts
Print Name and Title
Date
29 Prince William County Schools
Colleen Keener, CPPB, CPCP, VCO, VCA
Supervisor of Purchasing
Date
ATTACHMENT A 61

APPENDIXB

PRINCE WILLIAM COUNTY SCHOOLS

GENERAL TERMS AND CONDITIONS
(Revised 11/21/22)
These general terms, conditions and instructions apply to all purchases and are a part of each solicitation and every contract awarded by PWCS, unless otherwise specified in such solicitation or contract. The Purchasing Office is responsible for the purchasing activity of Prince William County Public Schools and its governing body, the Prince William County Public School Board. The term "PWCS" as used herein refers to the contracting entity which is the signatory on the contract and may be either PWCS, or the PWCS School Board, or both. Bidder/Offeror or their authorized representatives are expected to inform themselves fully as to the conditions, requirements, and specifications before submitting bids/proposals: failure to do so will be at the bidder's/offerer's own risk.

These general terms, conditions and instructions are subject to all applicable Federal, State and local statutes, policies, resolutions, and regulations (collectively "laws"), and are to be interpreted so as to be consistent with such laws. In the case of irreducible conflict, these general terms and conditions are preempted by applicable laws.

AUTHORITY

1. The Supervisor of Purchasing has been delegated authority for issuance of invitations to bid, request for proposals, modifications, purchase orders and awards approved by and for PWCS. In the discharge of these responsibilities, the
Supervisor of Purchasing may be assisted by delegating to Buyers and other Purchasing Office staff. Unless specifically delegated by the Supervisor of Purchasing, no other PWCS officer or employee is authorized to enter into purchase negotiations, change orders, contracts, or in any way obligate PWCS for indebtedness. Any purchase order or contract
made which is contrary to these provisions and authorities shall be of no effect and void, and PWCS shall not be bound thereby.

2. DEFINITIONS
BID: The offerer or a bidder to provide specific goods or services at specified prices and/or other conditions specified in the solicitation.

BIDDER: Any individual, company, firm, corporation,
partnership or other organization bidding on solicitations issued by the Supervisor of Purchasing and offering to into contracts with PWCS. The term "bidder" will be used
throughout this document and shall be construed to mean "offerer" where appropriate.

CONTRACTOR: Any individual, company, firm, corporation, partnership or other organization to whom an award is made by PWCS.

INVITATION FOR BID (IFB) A request which is made to
prospective suppliers (bidders) for their quotation on goods and services desired by PWCS. The issuance of an IFB will contain or incorporate and reference the specifications and contractual terms and conditions applicable to the
procurement.

SUPERVISOR OF PURCHASING: The Supervisor of
Purchasing is delegated authority by PWCS School Board to carry out all procurement functions on behalf of the school division.
30 REQUEST FOR PROPOSAL (RFP): A request for an
offer prospective offers which will indicate the general terms which are sought to be procured from the offerer. The RFP will specify the evaluation factors to be used and will contain or incorporate by reference other contractual terms and conditions applicable to the procurement.

SOLICITATION: The process of notifying prospective
bidders that PWCS wishes to receive bids on a set of
requirements to provide goods or services. The notification of PWCS requirements may consist of public advertising
(PWCS website or other electronic notifications), of notices of solicitations, Invitations for Bid (IFB) or Request for Proposal (RFP), the public posting of notices, issuance of an informal solicitation to include telephone call to
prospective bidders.

CONDITIONS OF BIDDING

3. ACCEPTANCE OF BIDS/OFFERS BINDING 120 DAYS:

Unless otherwise specified in the IFB or RFP, all formal bids/offers submitted shall be binding for one-hundred
twenty (120) calendar days following bid/proposal opening date, unless extended by mutual consent of all parties.

PWCS may purchase additional quantities at the original firm fixed delivered unit prices for the term of the
agreement.

4. TAX EXEMPTION: PWCS is exempt from the payment of
federal excise or Virginia Sales and Use Tax. The
bid/proposal price must be net, exclusive of taxes. When under established trade practice, any federal excise tax is included in the list price, the Bidder may quote the list price and shall show separately the amount of federal excise tax, either as a flat sum or as a percentage of the list price, which shall be deducted by PWCS. PWCS Federal Excise
Tax Exemption number is 54-6001533. A copy of PWCS
Sales and Use Tax Certificate Exemption is posted on the PWCS Web site at
http://purchasing.departments.pwcs.edu/.

5. RECEIPT OF BIDS/ PROPOSALS: Bids/ Proposals
received prior to the time of opening will be securely kept, unopened by PWCS. No responsibility will attach to the
ATTACHMENT A 62
Supervisor of Purchasing or his/her representative(s) for the premature opening of a bid/ proposal not properly addressed and identified. Unless specifically authorized in the solicitation, telegraphic, electronic, or facsimile bids/modifications will not be considered by the PWCS.

6. BID OPENING: All bids received in response to an Invitation for Bid (IFB) will be opened at the date, time and place specified, read publicly, and made available for inspection.

The Supervisor of Purchasing representative(s) assigned to open the bids will decide when the specified time for bid opening has arrived. Tabulations of bids received are posted on the PWCS website at:
www.pwcs.edu/departments/purchasinq/bid tabulations.
7 OPEN PRICING RECORDS: The classification of line item prices and/or bid prices as proprietary information or trade secrets is not acceptable. All bid prices will be read aloud at the public bid opening and posted on the PWCS Purchasing website. Any bidder who designates bid prices as proprietary information or trade secrets will be given 48 hours to withdraw this designation. If it is not withdrawn, their bid will be rejected.

See § 2.2-4343 of the Code of Virginia.

8. ERRORS IN BIDS: When an error is made in extending total prices, the unit bid price times the number of units will govern.

Erasures and changes in bids must be initialed by the bidder.

Carelessness in quoting prices, omitting portions of the work from the calculations, or in preparation of the bid otherwise will not relieve the bidder. Bidders are cautioned to recheck their bids for possible error. Errors discovered after public opening cannot otherwise be corrected except as provided in paragraph 14 below, and the bidder will be required to
perform if their bid is accepted.

9. LATE BIDS/PROPOSALS: To be considered for selection, bids/proposals must be received by the PWCS Purchasing
Office by the designated date and hour. The official time for the receipt of electronic bids/proposals shall be determined by the time of the electronic receipt to the PWCS email at [email protected]. The official time for written/ paper bids/proposals is that time on the automatic time stamp machine in the Purchasing Office. Bids/proposals received in the Purchasing Office after the date and hour designated are non-responsive, automatically disqualified and will not be considered. PWCS is not responsible for delays in the delivery of mail by the U.S. Postal Service, private couriers, or the intra-school mail system or deliver:y by any other means. It is the sole responsibility of the Bidder to ensure that his/her bid/proposal reaches the Purchasing Office by the designated date and hour. ·

10. MANDATORY USE OF PWCS FORM AND TERMS AND
CONDITIONS: Failure to submit a bid/proposal on the official PWCS form provided for that purpose may be cause for
rejection of the bid/proposal. Return of this complete
solicitation document is required . Modification of or additions to the General and/or Special Terms and Conditions of this solicitation may be cause for rejection of the bid/proposal; however, the Supervisor of Purchasing reserves the right to decide, on a case by case basis, in his/her sole discretion, whether to reject such a bid/proposal as non-responsive. As a precondition to its acceptance, PWCS may, in its sole discretion, request that the Bidder withdraw or modify nonresponsive portions of a bid/proposal, which do not affect quality, quantity, price or delivery schedule.

11. VENDOR REGISTRATION: All vendors desiring to provide goods and/or services to PWCS are strongly encouraged to register on-line at
31 https://www.pwcs.edu/departments/purchasing/vendor reso urces

12. OMISSIONS & DISCREPANCIES: Any items or parts of
any equipment listed in this solicitation that are clearly necessary for the operation and completion of such
equipment, but are: (i) not fully described by PWCS; or (ii) are omitted by PWCS from such specification, shall be
considered a part of such equipment even if not directly specified or called for in the specifications.

If a bidder finds discrepancies or ambiguities in, or
omissions from, the solicitation, including the drawings and/or specifications, it shall notify the Supervisor of Purchasing or his/her representative(s) at least five (5) days prior to the date set for the opening of bids. If necessary, the Supervisor of Purchasing or his/her representative(s)will send a written addendum for clarification to all bidders no later than three (3) days before the date set for opening of bids, unless otherwise stated in the solicitation. Notifications regarding specifications will not be considered if received within five days of the date set for opening of bids.

13. PROHIBITION AGAINST UNIFORM PRICING: The
Supervisor of Purchasing encourages open and competitive bidding by all possible means and endeavors to obtain the maximum degree of open competition on all purchase
transactions using the methods of procurement prescribed by the Virginia Public Procurement Act and PWCS policies and regulations. Each bidder, by virtue of submitting a bid, guarantees that it has not been a party with other bidders to an agreement to bid a fixed or uniform price. Violation of this implied guarantee shall render void the bids of
participating bidders. Any disclosure to or acquisition by a competitive bidder, in advance of the opening of the bids, of the terms or conditions of the bid submitted by another competitor may render the entire proceedings void and may require re-advertising for bids.

14. WITHDRAWAL OF BIDS OR PROPOSALS: A
bid/proposal may be amended and/or withdrawn by a bidder or offerer if the request is received in writing before the due date and hour. The request must be signed by a person
authorized to represent the vendor or firm that submitted the bid/proposal. Submission of a subsequent bid/proposal, unless specifically identified as an additional bid, shall constitute the withdrawal of any prior one submitted by the same bidder or offerer on the same Invitation for
Bid/Request for Proposal.

Withdrawal of bids/proposals after opening is governed by Code of Virginia§ 2.2-4330. The Bidder shall give notice in writing of his/her claim of right to withdraw his/her
bid/proposal within two business days after the conclusion of the bid opening or receipt of proposals procedure, and shall submit original work papers with such notice.

15. DEBARMENT STATUS: By submitting their bid/proposal, the Bidder certifies that he/she is not currently debarred by the Commonwealth of Virginia or PWCS from submitting
bids/proposals on contracts for the type of goods and/or services covered by this solicitation, nor is the Bidder an agent of any person or entity that is currently so debarred.

16. ETHICS IN PUBLIC CONTRACTING: By submitting their
bid/proposal, Bidders/Offerers certify that their bid/proposal is made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Bidder, supplier, manufacturer or subcontractor in connection with their bid/proposal, and that they have not conferred on any public employee having official
responsibility for this procurement transaction any payment, ATTACHMENT A 63
loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised unless consideration of substantially equal or greater value was exchanged.

SPECIFICATIONS

17. QUESTIONS CONCERNING SPECIFICATIONS: Any
information relative to interpretation of specifications and drawings shall be requested of PWCS in writing, in ample time before the opening of bids. No inquiries if received by PWCS after the question deadline, as noted in the solicitation, or if not noted in solicitation, the fifth day before the date set for the opening of bids will be given any consideration . Any material interpretation of a specification, as determined by PWCS, will be expressed in the form of an addendum to the specification which will be posted to the PWCS web-site and/or the Commonwealth of VA eVA web-site, and/or as
identified herein and it is the sole responsibility of the bidder/offerer to acknowledge addendum. Oral answers will not be authoritative.

18. CLARIFICATION OF TERMS: If any prospective Bidder has questions about the specifications or other solicitation documents, the prospective Bidder shall contact the Buyer whose name appears on the face of the solicitation by the question deadline as noted in the solicitation. If a question deadline is not given in the solicitation, then the prospective bidder shall contact the buyer no later than five (5) working days before the due date. Any revisions to the solicitation will be made only by a written addendum issued by the
Purchasing Office

19. USE OF BRAND NAMES: Unless otherwise provided in the solicitation, the name of a certain brand, make or
manufacturer does not restrict Bidders/Offerors to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article which PWCS in its sole discretion determines to be the equal of that specified, considering quality, workmanship, economy of operation, color and suitability for the purpose intended, shall be accepted. The Bidder is responsible to clearly and specifically indicate the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable PWCS to determine if the product offered meets the requirements of the solicitation. ONLY THE

INFORMATION FURNISHED WITH THE BID/PROPOSAL
WILL BE CONSIDERED IN THE EVALUATION. FAILURE

TO FURNISH ADEQUATE DATA FOR EVALUATION

PURPOSESMAYRESULT IN DECLARING A
BID/PROPOSAL NON-RESPONSIVE. Unless the Bidder
clearly indicates ih its bid/proposal that the product offered is an "equal" product, such bid/proposal will be considered to offer the brand name product referenced in the solicitation.

20. NO SUBSTITUTES: When a solicitation contains a
specification that states no substitutes, no deviation therefrom will be permitted and the bidder will be required to furnish articles in conformity with that specification.

The bidder must abide by and comply with the true intent of the specifications and not take advantage of any unintentional error or omission, but shall fully complete every part as the true intent and meaning of the specifications and drawings.

Whenever the mention is made of any articles, material, or workmanship to be in accordance with laws, ordinances,
building codes, underwriter's codes, A.S.T.M. regulations or similar expressions, the requirements of these laws,
ordinances, etc., shall be construed as to the minimum
requirements of these specifications.
32 21 . QUALIFICATIONS OF BIDDERS/OFFERORS: PWCS
may rriake such reasonable investigations as deemed
proper and necessary to determine the ability of the Bidder to perform the work/furnish the item(s) and the Bidder shall furnish to PWCS all such information and data for this
purpose as may be requested. PWCS reserves the right to inspect Bidder's/Offerer's physical facilities prior to award to satisfy questions regarding the Bidder's/Offerer's
capabilities. PWCS further reserves the right to reject any bid or proposal if the evidence submitted by, or
investigations of, such Bidder fails to satisfy PWCS that such Bidder is properly qualified to carry out the obligations of the contract and to complete the work/furnish the item(s) contemplated herein.

22. TESTING AND INSPECTION: PWCS reserves the right to
conduct any test or inspection it may deem advisable to ensure products/services conform to the specification.

AWARD

23. DEFINITE BID QUANTITIES: Where definite quantities are specifically stated, acceptance will bind PWCS to order quantities specified and to pay for, at contract prices, all such supplies or services delivered that meet specifications and conditions of the contract. However, PWCS will not be required to accept delivery of any balances unordered, as of the contract expiration date, unless the Contractor furnished the Supervisor of Purchasing with a statement of unordered balances not later than ten (10) days after the termination date of the contract.

24. REQUIREMENT BID QUANTITIES: On "Requirement"
bids, acceptance will bind PWCS to pay for, at unit bid prices, only quantities ordered and delivered. Where PWCS specifies estimated quantities, the Contractor shall not be required to deliver more than ten (10) percent in excess of the estimated quantity of each item, unless otherwise
agreed upon.

25. AWARD OR REJECTION OF BIDS/OFFERS: The
Supervisor of Purchasing shall award the contract to the lowest responsive and responsible bidder complying with all provisions of the IFS, provided the bid price is reasonable and it is in the best interest of PWCS to accept it. Awards made in response to an RFP will be made to the highest
qualified offeror whose proposal is determined in writing to be the most advantageous to PWCS taking into
consideration the evaluation factors set forth in the RFP. The Supervisor of Purchasing reserves the right to award a
contract by individual items, in the aggregate, or in
combination thereof, or to reject any or all bids and to waive any informality in bids received whenever such rejection or waiver is in the best interest of PWCS. Award may be made to as many bidders/ offerers as deemed necessary to fulfill the anticipated requirements of PWCS. The Supervisor of Purchasing also reserves the right to reject the bid of a bidder deemed to be a non-responsible bidder.

In determining the responsibility of a bidder, the following criteria will be considered:
a. The ability, capacity and skill of the bidder to perform the contract or provide the service required;
b. Whether the bidder can perform the contract or
provide the service promptly, or within the time
specified, without delay or interference;
c. The character, integrity, reputation, judgment,
experience and efficiency of the bidder;
ATTACHMENT A 64
d. The quality of performance of previous contracts or
services;
e. The previous and existing compliance by the bidder
with laws and ordinances relating to the contract or
services;
f. The sufficiency of the financial resources and ability of the bidder to perform the contract or provide the
service;
g. The quality, availability and adaptability of the goods or services to the particular use required;
h. The ability of the bidder to provide future maintenance and service for the use of the subject of the contract; i. The number and scope of the conditions attached to
the bid;
j. Whether the bidder is in arrears to PWCS on debt or
contract or is a defaulter on surety to PWCS or whether the bidder's PWC taxes or assessments are
delinquent; and
k. Such other information as may be secured by PWCS
Supervisor of Purchasing having a bearing on the
decision to award the contract. If an apparent low
bidder is not awarded a contract for reasons. of
nonresponsibility, the PWCS Supervisor of Purchasing
shall so notify that bidder and shall have recorded the reasons in the contract file.

26. TIE BID: If all bids are for the same total amount or unit price (including authorized discounts and delivery times), the PWCS Supervisor of Purchasing shall award the contract to the tie bidder providing goods produced in Virginia or goods, services or construction provided by Virginia persons, firms or corporations. If there are more than one such tie bid, then the PWCS Supervisor of Purchasing may, in his or her sole
discretion, readvertise the solicitation, divide the contract among the bidders (if the solicitation provided for multiple awards), or award a contract by lot from among the
responsive and responsible Virginia bidders. If there are no responsive and responsible Virginia bidders, then the PWCS Supervisor of Purchasing may, in his or her sole discretion, readvertise the solicitation, divide the contract among the bidders (if the solicitation provided for multiple awards), or award a contract by lot from among the responsive and
responsible bidders. The decision of PWCS to make award to one or more such bidders shall be final.

27. PRECEDENCE OF TERMS: PWCS intends for the Contract
Documents to be consistent and they shall be interpreted to be consistent if possible. If the Contract Documents conflict, however, the controlling provision will be the one which appears highest in the following list:
• The Notice of Award or Purchase Order/Contract
(highest precedence),
• Addenda,
• Specifications and drawings,
• The signed bid/proposal submitted by the Contractor,
• Invitation for Bid/Request for Proposal,
• Any Special Terms and Conditions,
• These General Terms and Conditions (lowest
precedence).

28. ANNOUNCEMENT OF AWARD: Upon the award or the
announcement of the decision to award a contract as a result of this solicitation, PWCS will publicly post such notice on the Purchasing Web site or the eVA website
33 https://eva.virqinia.qov/ for a minimum of 10 calendar days except in emergencies.

29. CONTRACT DOCUMENTS/PURCHASE ORDERS: The
Contract entered into by the parties shall consist of the Invitation For Bid/Request for Proposal, the signed
bid/proposal submitted by the Contractor, the Notice of Award or Purchase Order/Contract, these General Terms
and Conditions and any Special Terms and Conditions, and the listed specifications and drawings, if any, including all modifications thereof, all of which shall be referred to collectively as the Contract Documents. All time limits stated in the Contract Documents are of the essence of the Contract unless stated otherwise. Orders against contracts will be placed with the Contractor on a Purchase Order or Procurement Card.

30. PAYMENT TERMS: Any payment terms requiring payment
in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last.

However, this shall not affect offers of discounts for
payment in less than 30 days.

CONTRACT PROVISIONS
31 . ANTI-DISCRIMINATION: By submitting their bid/proposal, the Bidder certifies to PWCS that he/she will conform to the provisions of the Federal Civil Rights Act of 1964, as
amended, as well as the Virginia Fair Employment Act of 1975, as amended, where applicable, the Virginians with Disabilities Act, the Americans with Disabilities Act and the Code of Virginia §2.2-4311. In every contract over $10,000 the provisions in 31.1 and 31.2 below apply:

During the performance of this contract, the Contractor agrees as follows:

31.1 The Contractor will not discriminate against any
employee or applicant for employment because of
race, religion, color, sex, national origin, age,
disability, or any other basis prohibited by state law
relating to discrimination in employment, except
where there is a bona fide occupational qualification
reasonably necessary to the normal operation of the
Contractor. The Contractor agrees to post in
conspicuous places, available to employees and
applicants for employment, notices setting forth the
provisions of this nondiscrimination clause.
31 .2 The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the
Contractor, will state that such Contractor is an equal opportunity employer.
31 .3 Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall
be deemed sufficient for the purpose of meeting the
requirements of this Section.

31.4 The Contractor will include the provisions of 20.1,

20.2 and 20.3 above in every subcontract or
purchase order of over $10,000, so that the
provisions will be binding upon each subcontractor or
vendor.

32. ANTI-TRUST: By entering into a contract, the Contractor conveys, sells, assigns, and transfers to PWCS all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by PWCS under said contract.

ATTACHMENT A 65

33. APPLICABLE LAWS AND COURTS: This solicitation and
any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, including but not limited to the Virginia Public Procurement Act, and any litigation with respect thereto shall be brought in the courts of Prince William County, Virginia, except to the extent that Federal Court is appropriate. The Contractor shall comply with applicable federal, state and local laws and regulations, and be legally authorized to do business in the
Commonwealth of Virginia.

34. ASSIGNMENT OF CONTRACT: A contract shall not be
assignable by the Contractor in whole or in part without the written consent of PWCS.

35. CHANGES TO THE CONTRACT: PWCS may order changes
within the general scope of the contract at any time by written notice to the Contractor. Changes within the scope of the contract to include, but not limited to things such as services to be performed, the method of packing or shipment and the place of delivery or installation. The Contractor shall comply with the notice upon receipt. The Contractor shall be
compensated for any additional costs incurred as the result of such order and shall give PWCS a credit for any resulting savings. Additionally, an increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

36. GUARANTEES & WARRANTIES: All guarantees and
warranties required shall be furnished by the Contractor and shall be delivered to PWCS before final payment on the
contract is made. Unless otherwise stated, manufacturer's standard warranty applies.
37 MODIFICATION OF CONTRACT: PWCS may, upon mutual
agreement with the Contractor, issue written modifications to the scope of work/specifications of this contract, and within the general scope thereof, except that no modifications can be made which will result in an increase of the original contract price by a cumulative amount of more than $50,000 or 25%, whichever is greater, without the advance written approval of the Prince William County School Board. In making any
modification, the resulting increase or decrease in cost for the modification shall be determined by one of the following methods as selected by the Supervisor of Purchasing:

The written modification shall stipulate the mutually-agreed price for the specific addition to or deletion from the scope of work/specifications which shall be added to or deducted from the contract amount.

The written modification shall stipulate the number of unit · quantities added to or deleted from the contract and multiplied by the unit price which shall be added to or deducted from the contract amount.

The written modification shall direct the Contractor to proceed with the work and to keep, and present in such form as PWCS may direct, a correct account of the cost of the change together with all vouchers therefore. The cost shall include an allowance for overhead and profit to be mutually agreed upon by PWCS and the Contractor.

38. PRICE REDUCTION: If at any time after the date of the bid/proposal the Contractor makes a general price reduction in the comparable price of any material covered by the
contract to customers generally, an equivalent price reduction based on similar quantities and/or considerations shall apply to this contract for the duration of the contract period (or until the price is further reduced). Such price reduction shall be effective at the same time and in the same manner as the 34 reduction in the price to customers generally. For purpose of this provision, a "general price reduction" shall mean any horizontal reduction in the price of an article or service offered (1) to Contractor's customers generally, or (2) in the Contractor's price schedule for the class of customers, i.e., wholesalers, jobbers, retailers, etc., which was used as the basis for bidding on this solicitation. An occasional sale at a lower price, or sale of distressed merchandise at a lower price, would not be considered a "general price reduction" under this provision. The Contractor shall submit his or her invoice at such reduced prices indicating on the invoice that the reduction is pursuant to the "Price Reduction" provision of the contract documents. The Contractor in addition will within ten days of any general price reduction notify PWCS of such reduction by letter. FAILURE TO DO SO MAY

RESULT IN TERMINATION OF THE CONTRACT FOR
CAUSE. Upon receipt of any such notice of a general price reduction, all ordering offices will be duly notified by PWCS.

39. SMALL AND MINORITY BUSINESS ENTERPRISES: It is
PWCS intent to undertake every effort to increase
opportunity for utilization of small and minority businesses in all aspects of procurement to the ma~im1,1m extent
feasible. In connection with the performance of this
contract, the Contractor agrees to use their best effort to carry out this intent and ensure that Small and Minority Businesses shall have the maximum practicable opportunity to compete for subcontract work under this contract
consistent with the efficient performance of this contract.

Contractors may rely on oral or written representation by subcontractors regarding their status as small and/or
minority business enterprises in lieu of an independent investigation.

40. TERMINATION FOR CAUSEIDEFAULT: In case of failure
to deliver goods or provide services in accordance with the contract terms and conditions, PWCS, after due oral or
written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which PWCS may have.

Specifically:

40.1 If, through any cause, the Contractor fails to fulfill in a timely and proper manner their obligations under the
contract, or if the Contractor violates any of the
covenants, agreements, or stipulations of the
contract, PWCS shall thereupon have the right to
terminate, specifying the effective date thereof, at
least five (5) days before the effective date of such
termination. In such event, all finished or unfinished
documents, data, studies, surveys, drawings, maps,
models, and reports prepared by the Contractor
under the contract shall at the option of PWCS,
become its property and the Contractor shall be
entitled to receive just and equitable compensation
for any satisfactory work completed on such
documents.

40.2 Notwithstanding the above, the Contractor shall not be relieved of liability to PWCS for damages
sustained by PWCS by virtue of any breach of
contract by the Contractor. PWCS may withhold any
payments to the Contractor for the purpose of set off
until such time as the exact amount of damages due
to PWCS from the Contractor is determined.
41 . TERMINATION FOR CONVENIENCE: PWCS reserves the
right to cancel and terminate any resulting contract, in part or in whole, without penalty, whenever the Supervisor of Purchasing determines that such a termination is in the best ATTACHMENT A 66
interest of PWCS. Any such termination shall be affected by delivery to the Contractor, at least ten (10) working days prior to the termination date, a Notice of Termination specifying the extent to which performance shall be terminated and date upon which such termination becomes effective. After receipt of a notice of termination, the Contractor must stop all work or deliveries under the purchase order/contract on the date and to the extent specified; however, any contract termination notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of termination. An equitable adjustment in the contract price shall be made for completed service, but no amount shall be allowed for anticipated profit on unperformed services.

42. COOPERATIVE PURCHASING: PWCS may participate in,
sponsor, conduct or administer a cooperative procurement agreement on behalf of or in conjunction with one or more other public bodies, or public agencies or institutions or localities of the several states, of the United States or its territories, or the District of Columbia, for the purpose of combining requirements to increase efficiency or reduce administrative expenses in any acquisition of goods and services. Except for contracts for professional services, a public body may purchase from another public body's contract even if it did not participate in the request for proposal (RFP) or Invitation for Bid (IFB), if the RFP or IFS specified that the procurement was being conducted on behalf of other public bodies. Nothing herein shall prohibit the assessment or payment by direct or indirect means of any administrative fee that will allow for participation in any such arrangement.

42.1 It is the Contractors responsibility to notify the public body(s) of the availability of the contract.

42.2 Each public body has the option of executing a separate contract with the awardee. Contracts entered into with
them may contain general terms and conditions unique
to those jurisdictions and political subdivisions covering minority participation, non-discrimination. If, when
preparing such a contract, the general terms and
conditions of a jurisdiction are unacceptable to the
awardee, the awardee may withdraw its extension of the
award to that jurisdiction.

42.3 PWCS shall not be held liable for any costs or damage incurred by another jurisdiction or incurred by the
Contractor as a result of any award extended to that
jurisdiction or political subdivision by the Contractor.

43. DRUG-FREE WORKPLACE: During the performance of this contract, the Contractor agrees as follows :

43.1 Provide a drug-free workplace for the Contractor's employees.

43.2 Post in conspicuous places, available to employees and applicants for employment, a statement notifying
employees that the unlawful manufacture, sale,
distribution, dispensation, possession, or use of a
controlled substance or marijuana is prohibited in the
Contractor's workplace and specifying the actions that
will be taken against employees for violations of such
prohibition.

43.3 State in all solicitations or advertisements for
employees placed by or on behalf of the Contractor
that the Contractor maintains a drug-free workplace.

43.4 Include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that
the provisions will be binding upon each subcontractor
or vendor.
35 For the purposes of this section, "drug-free workplace" means a site for the performance of work done in
connection with a specific contract awarded to a Contractor in accordance with this section, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any
controlled substance or marijuana during the performance of the contract.

44. PLACING OF ORDERS: Orders against contracts will be placed with the Contractor by Purchase Order or
Procurement Card (P-Card) executed and released by the
Supervisor of Purchasing or their designee.

DELIVERY/PAYMENT PROVISIONS

45. FUNDING: The obligation of PWCS to pay compensation due the Contractor under the contract or any other payment obligations under any contract awarded pursuant to this contract is subject to appropriations by the PWCS School Board to satisfy payment of such obligations. The County's obligations to make payments during subsequent fiscal
years are dependent upon the same action. If such an
appropriation is not made for any fiscal year, the contract shall terminate effective at the end of the fiscal year for which funds were appropriated and PWCS will not be
obligated to make any payments under the contract beyond the amount appropriated for payment obligations under the contract. PWCS will provide the Contractor with written notice of non-appropriation of funds within thirty (30) calendar days after action is completed by the PWCS
School Board. However, PWCS's failure to provide such
notice will not extend the contract into a fiscal year in which sufficient funds have not been appropriated.

46. POINT OF DESTINATION: All materials shipped to PWCS must be shipped FOB DESTINATION PREPAID unless
otherwise stated in the contract or purchase order. The materials must be delivered to the "Ship to" address
indicated on the purchase order.

47. INVOICES: Invoices for goods and/or services ordered, delivered and accepted shall be submitted in duplicate by the Contractor(s) directly to the payment address shown on the purchase order/contract. All invoices shall reference said purchase order/contract number and shall be in
the same legal name of the Contractor as indicated on
the Contract.

48. LABELING OF HAZARDOUS SUBSTANCES: If the items
or products requested by this solicitation are "Hazardous Substances" as defined by Section 1261 of Title 15 of the United States Code (U.S.C.), then the Bidder, by submitting his/her bid/proposal, certifies and warrants that the items or products to be delivered under this contract shall be
properly labeled as required by the foregoing sections and that by delivering the items or products the Bidder does not violate any of the prohibitions ofTitle 15 of the U.S.C. or Section 1263.

49. MATERIAL SAFETY DATA SHEETS: Material and Safety
Data Sheets shall be provided in English, and if available, Spanish within two (2) business days upon request for each chemical and/or compound offered. Failure on the part of the Contractor to submit such data sheets ma y be cause for declaring the Contracto~ in default.

50. RESPONSIBILITY FOR MATERIALS OR GOODS
TENDERED: Unless otherwise specified in the solicitation, the Contractor is responsible for the materials or supplies covered by the contract until they are delivered at the delivery point designated by PWCS. The Contractor bears all ATTACHMENT A 67
risk of loss on rejected materials or supplies after notice of rejection. Rejected materials or supplies must be removed by and at the expense of the Contractor promptly after
notification of rejection, unless public health and safety require immediate destruction or other disposal of rejected delivery. If rejected materials are not removed by the
Contractor within ten (10) days after date of notification, PWCS may return the rejected materials or supplies to the Contractor at its risk and expense or dispose of them as the PWCS's own property.
51 . PAYMENT: Payment shall be made after satisfactory
performance that is in accordance with all provisions of the contract, and within thirty (30) days atter receipt of a properly completed invoice. PWCS reserves the right to withhold any or all payments or portions thereof for Contractor's failure to perform in accordance with the provision of the contract or any subsequent modifications.

52. PARTIAL PAYMENTS: Unless otherwise specified, partial payments will be made upon acceptance of materials or
services so invoiced if in accordance with completion date.

However, up to 5 percent (5%) of the value of the entire order may be retained until completion of contract.

53. PAYMENT FOR EQUIPMENT, INSTALLATION, AND
TESTING: When equipment requires installation (which
includes erection, setting up or placing in position, service, or use) and testing, and the installation or testing is delayed, payment may be made based on 50% of the contract price
when such equipment is delivered on the site. A further allowance of 25% may be made when the equipment is
installed and ready for test. The balance shall be paid after the equipment is tested and found to be satisfactory. If the equipment must be tested, but installation is not required to be made by the Contractor or if the equipment must be
installed but testing is not required, payment may be made based on 75% at the time of delivery and the balance shall be paid after satisfactory test or installation is completed.

54. PAYMENT TO SUBCONTRACTORS:

54.1 A Contractor awarded a contract under this solicitation is hereby obligated to:

54.1.1 Pay the subcontractor(s) within seven (7) days
of the Contractor's receipt of payment from
PWCS for the proportionate share of the
payment received for work performed by the
subcontractor(s) under the contract; or

54.1.2 Notify the agency and the subcontractor(s), in
writing, of the Contractor's intention to withhold
payment and the reason for such.

54.2 Unless otherwise provided under the terms of the
Contract, interest shall accrue at the rate of one
percent per month on all amounts owed by the
Contractor that remain unpaid seven (7) days following
receipt of payment from PWCS except for amounts
withheld as stated in the paragraph above. The date of
mailing of any payment by U.S. Mail is deemed to be
payment to the addressee. This obligation to pay
interest is not an obligation of PWCS, and no contract
modification will be made for the purpose of providing
reimbursement of the interest charge. A cost
reimbursement claim shall not include any amount for
reimbursement for the interest charge.

54.3 The provisions of 54.1 through 54.3 apply to each subtier contractor performing under the primary contract. 36 A Contractor's obligation to pay an interest charge to a subcontractor may not be construed to be an
obligation of PWCS or any participating jurisdiction.

55. TAX EXEMPTION: PWCS is exempt from the payment of
federal excise or Virginia Sales and Use Tax. The
bid/proposal price must be net, exclusive of taxes. When under established trade practice, any federal excise tax is included in the list price, the Bidder may quote the list price and shall show separately the amount of federal excise tax, either as a flat sum or as a percentage of the list price, which shall be deducted by PWCS. PWCS Federal Excise
Tax Exemption number is 54-6001533. A copy of PWCS
Sales and Use Tax Certificate Exemption is posted on the PWCS Web site.

GENERAL

56. GUARANTEES & WARRANTIES: All guarantees, and
warranties required shall be furnished by the Contractor and shall be delivered to PWCS before final payment on the
contract is made. Unless otherwise stated, manufacturer's standard warranty applies.

57. GENERAL GUARANTY: Contractor agrees to:

57.1. Save PWCS, its agents and employees harmless from liability of any nature or kind for the use of any
copyrighted or uncopyrighted composition; secret
process, patented or unpatented; invention; article or
appliance furnished or used in the performance of a
contract for which the Contractor is not the patentee,
assignee, licensee or owner.
57 .2 Warrant that when the contract includes a software license, or use of licensed software, the Contractor is the owner of the Software or otherwise has the right to grant to the County the license to use the Software
granted through the Contract without violating or
infringing any law, rule, regulation, copyright, patent, trade secret or other proprietary right of any third
party.

57.3 Protect PWCS against latent defective material or
workmanship and to repair or replace any damages or
marring occasioned in transit or delivery.

57.4 Furnish adequate protection against damage to all
work and to repair damages of any kind to the building
or equipment, to his or her own work or to the work of
other contractors, for which his or her workers are
responsible.

57.5 Pay for all permits, licenses and fees and give all notices and comply with all laws, ordinances, rules,
regulations, and policies of PWCS.

57.6 Protect PWCS from loss or damage to PWCS owned
property while it is in the custody of the Contractor.

58. SERVICE CONTRACT GUARANTY: Contractor agrees to:

58.1 Furnish services described in the solicitation and resultant contract at the times and places and in the
manner and subject to conditions of those documents
provided that PWCS may reduce the said services at
any time.

58.2 Enter upon the performance of services with all due diligence and dispatch, assiduously press to its
complete performance, and exercise therein the
highest degree of skill and competence.

ATTACHMENT A 68

58.3 All work and services rendered in strict conformance to all laws, statues, and ordinances and the applicable
government rules, regulations, methods, and
procedures.

58.4 Allow services to be inspected or reviewed by an
employee of PWCS at any reasonable time and place
selected by PWCS. PWCS is under no obligation to
compensate Contractor for any services not rendered in
strict confonnity with the contract.

58.5 Stipulate that the presence of a PWCS Inspector shall not lessen the obligation of the Contractor for
performance in accordance with the contract
requirements or be deemed a defense on the part of the
Contractor for infraction thereof. The Inspector is not authorized to revoke, alter, enlarge, relax, or release any of the requirements of the contract documents. Any
omission or failure on the part of the Inspector to
disapprove or reject any work or material shall not be
construed to be an acceptance of any such defective
work or material. Notification of an omission or failure will be documented by the Supervisor of Purchasing.

59. IMMIGRATION REFORM AND CONTROL ACT OF 1986:

By submitting their bid/proposal, Bidders/Offerers ce_rtify that they do not and will not during the performance ofth1s
contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986.

60. INDEMNIFICATION: Contractor shall indemnify, keep and save harmless PWCS, its agents, officials, employees and volunteers against claims of injuries, death, damage to property, patent claims, suits, liabilities, judgments, cost and expenses which may otherwise accrue against PWCS in
consequence of the granting of a contract or which may
otherwise result therefrom, if the act was caused through negligence, error, omission, or reckless or intentional misconduct (or, in the case of intellectual property rights, by any act done without proper pennission) of the Contractor or his or her employees, or that of the subcontractor or his or her employees, if any; and the Contractor shall, at his or her own expense, appear, defend and pay all charges of a~torneys and all costs and other expenses arising therefrom or incurred In connection therewith; and if any judgment shall be rendered against PWCS in any such action, the Contractor shall, at his or her own expense, satisfy and discharge the same.

Contractor expressly understands and agrees that any
performance bond or insurance protection required by t~is contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend PWCS as herein provided.

61. NON-LIABILITY: The Contractor shall not be liable in damages for delay in shipment or failure to deliver when such delay or failure is the result of fire, flood, strike, the transportation carrier, act of God, act of Government, act of an alien enemy or by any other circumstances which, in the Purchasing Agent's opinion, are beyond the reasonable
control of the Contractor. Under such circumstances,
however, the Purchasing Agent may, at her discretion
terminate the contract.

62. OFFICIAL NOT TO BENEFIT:

62.1 Each Bidder certifies by signing a bid/proposal that, to the best of his/her knowledge, no PWCS official or
employee having official responsibility for the
procurement transaction or member of his/her
immediate family has received or will receive any
financial benefit of more than nominal or minimal value 37 relating to the award of this contract. If such a
benefit has been received or will be received, this
fact shall be disclosed with the bid/proposal or as'
soon thereafter, as it appears that such a benefit will be received. Failure to disclose the information
prescribed above may result in suspension or
debarment, recession of the contract, or recovery of
the cost of the financial benefit from the contractor,
recipient, or both.

62.2 Whenever there is reason to believe that benefit of the sort described in the paragraph above has been
or will be received in connection with the
bid/proposal or contract and that the Contractor has
failed to disclose such benefit or has inadequately
disclosed it, PWCS, as a prerequisite to payment
pursuant to the Contractor, or at any time may
require the contractor to furnish, under oath, answers
to any interrogatories related to such possible
benefit.

62.3 In the event the Bidder/Offerer has knowledge of
benefits as outline above, this infonnation should be
submitted with the bid/proposal. If the above does
not apply at time of award of contract and becomes
known after inception of a contract the Bidder/Offerer
shall address the disclosure of such facts to:

Supervisor of Purchasing, Prince William County
Public Schools, P.O. Box 389, Manassas, VA
20108. The Invitation For Bid/Request for Proposal
number shall be referenced in the disclosure.

63. VIRGINIA FREEDOM OF INFORMATION ACT: Except as
provided herein, all proceedings, records, contracts and other public records relating to procurement transactions shall be open to the inspection of any citizen, or any
interested person, finn or corporation, in accordance with the Virginia Freedom of Information Act. Any inspection of procurement transaction records under this provision shall be subject to reasonable restrictions to ensure the security and integrity of the records.

63.1 Cost estimates relating to a proposed transaction
prepared by or for a public body shall not be open to
public inspection.

63.2 Any Bidder, upon request, shall be afforded the
opportunity to inspect bid records within a
reasonable time after the opening/receipt of all bids,
but prior to award, except in the event that PWCS
decides not to accept any of the bids and to resolicit. Otherwise, bid records shall be open to public inspection only after award of the contract.

63.3 Bids and proposal records shall be open to the public only after award.

63.4 Any offerer who responds to an RFP shall be
afforded the opportunity to inspect proposal records
upon request within a reasonable time after the
evaluation and negotiation of proposals are complete
but prior to award, except in the event PWCS
decides not to accept any of the proposals and to
resolicit.

63.5 Trade secrets or proprietary information submitted by any bidder, offerer, or Contractor in connection with
a procurement transaction or prequalification
application shall not be subject to public disclosure
under the Virginia Freedom of Information Act if the
bidder, offerer, or Contractor invokes the protection
of Code of Virginia section 2.2-4342 F. in writing
ATTACHMENT A 69
prior to or upon submission of the data or other
materials, identifies the data or other materials to be protected, and states the reasons why protection is
necessary.

63.6 Nothing contained in this section shall be construed to require PWCS to furnish a statement of the reason(s)
why a particular bid/offer was not deemed to be the
most advantageous to PWCS.

64. INCLEMENT WEATHER: Due to inclement weather
conditions, PWCS may elect to close schools and
administration offices. The following is an explanation of the policy:

CODE GREEN: All PWCS schools are closed. Administration offices are opened .

CODE RED: All PWCS schools are closed. Administration
offices are closed.

CODE ORANGE: PWCS schools closed or delayed
Employees work remotely.

64.1 In the event of a delay school opening, all times shall remain as stated in the Invitation for Bid/Request for
Proposal.

64.2 In the event that PWCS closes on a CODE GREEN,
any optional/mandatory pre-bid/proposal conference
and all bid/proposal openings will be held as
scheduled.

64.3 In the event that PWCS closes on a CODE RED or
CODE ORANGE, any optional/mandatory pre-bid
proposal conference and all bid/proposal openings will
be held on the next business day the PWCS
experiences a normal opening, a delayed opening, or a
school closing on a CODE GREEN, at the time
previously scheduled. No exceptions will be made in
this matter.

BIDDER/CONTRACTOR REMEDIES

65. DELIVERY/SERVICE FAILURES: Failure of a Contractor to deliver goods or services within the time specified, or within reasonable time as interpreted by PWCS, or failure to make replacements or corrections of rejected articles or services when so requested, immediately or as directed by PWCS,
shall constitute grounds for PWCS to "Cover" by purchasing in the open market articles or services of comparable grade or quality to replace the services or articles rejected or not delivered. On all such purchases, the Contractor shall
reimburse PWCS, within a reasonable time specified by
PWCS, for any expense incurred in excess of contract prices, or, in PWCS's sole discretion, PWCS shall deduct the cost of Cover from any amounts due to Contractor. Such purchases shall be deducted from the contract quantities if applicable.

Should public necessity demand it, PWCS reserves the right to use or consume articles delivered or services performed which are substandard in quality, subject to an adjustment in price to be determined by PWCS.

66. CONTRACTUAL DISPUTES: Any dispute concerning a
question of act including claims for money or other relief as a result of a contract with PWCS which is not disposed of by agreement shall be declared by the Supervisor of Purchasing, who shall reduce a decision to writing and mail or otherwise forward a copy thereof to the Contractor within ten (10) days.

The decision of the Supervisor of Purchasing shall be final and conclusive unless the Contractor appeals within ten (10) days of receipt of the written decision. Contractual claims, 38 whether for money or other relief, shall be submitted in writing no later than sixty (60) days after final payment; however, as a condition precedent to consideration of the claim, the Contractor must give written notice of the
intention to file such a claim at the time of the occurrence or beginning of the work upon which the claim is based.

Nothing herein shall preclude a contract from requiring submission of an invoice for final payment within a certain time after completion and acceptance of the work or
acceptance of the goods. Pending claims shall not delay payment of amounts agreed due in the final payment.

67. PROTEST OF AWARD OR DECISION TO AWARD: Any
Bidder may protest the award or decision to award a
contract by submitting a protest in writing to the Supervisor of Purchasing no later than ten (10) calendar days after public notice of the award or the announcement of the
decision to award, whichever occurs first. Any potential bidder or offeror on a contract negotiated on a sole source or emergency basis who desires to protest the award or
decision to award such contract shall submit such protest in the same manner no later than ten (10) calendar days after posting or publication of the notice of such contract. The written protest shall include the basis for the protest and the relief sought. The Supervisor of Purchasing shall issue a decision in writing within ten (10) calendar days of the receipt of the protest stating the reasons for the action taken. Any offeror may protest the award or decision to award a contract by submitting a protest in writing to
PWCS, or an official designated by PWCS, no later than ten (10) calendar days after the award or the announcement of the decision to award, whichever occurs first.

67.1 If prior to award it is determined that the decision to award is arbitrary or capricious then the sole relief
shall be a finding to that effect. The Supervisor of
Purchasing shall cancel the proposed award or
revise it to comply with the law. If, after an award, it is determined that an award of a contract was
arbitrary or capricious, then the sole relief shall be as hereinafter provided. Where the award has been
made but performance has not begun, the
performance of the contract may be declared void by
PWCS. Where the award has been made and
performance has begun, the Supervisor of
Purchasing may declare the contract void upon a
finding that this action is in the best interest of
PWCS. Where a contract is declared void, the
performing Contractor shall be compensated for the
cost of performance at the rate specified in the
contract up to the time of such declaration. In no
event shall the performing Contractor be entitled to
lost profits.

67.2 Pending final determination of a protest or appeal, the validity of a contract awarded and accepted in
good faith in accordance with this paragraph shall
not be affected by the fact that a protest or appeal
has been filed.

67.3 An award need not be delayed for the period allowed a Bidder to protest, but in the event of a timely
protest, no further action to award the contract will be taken unless there is a written determination that
proceeding without delay is necessary to protect the
public interest or unless the bid or offer would expire

68. EXHAUSTION OF ADMINISTRATIVE REMEDIES: No
potential Bidder or Contractor shall institute any legal action until all administrative remedies available under this
ATTACHMENT A 70
solicitation and resulting contract have been exhausted and until all statutory requirements have been met.

69. FORCE MAJEURE EVENT: If an event that is beyond the reasonable control of a Party and cannot be prevented with reasonable care of the affected Party, including but not limited to natural disasters, war and riot, provided that, any shortage of credit, capital or finance shall not be regarded as an event beyond the reasonable control of a Party. In the event that the 39 occurrence of a Force Majeure Event delays or prevents the performance of this Agreement, the affected Party shall not be liable for any obligations hereunder only for such
delayed or prevented performance. The affected Party who seeks to be exempt from the performance obligation under this Agreement or any provision hereof shall inform the other Party, without delay, of the exemption of obligation and the approaches that shall be taken to complete
performance.

ATTACHMENT A 71
Appendix C, Exhibit A
Response for National Cooperative Contract

3.0 SUPPLIER RESPONSE
Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.

3.1 Company
A. Brief history and description of Supplier to include experience providing similar products and services. See Tab 3
B. Total number and location of salespersons employed by Supplier. See Tab 7 C. Number and location of support centers (if applicable) and location of corporate office. See Tab 1
D. Annual sales for the three previous fiscal years. 2022 = $11.2 Billion, 2021 = $11 Billion 2020 = $10.1 Billion
a. Submit FEIN and Dunn & Bradstreet report.

FEIN= 54-0118110
Dunn & Bradstreet Report: too large to include as attachment to email.

This can be shared either by providing to you on a USB drive or trying to share through Microsoft Teams as an attachment. Please advise which method you prefer.

E. Describe any green or environmental initiatives or policies.

Link to Sustainability Report:
https://esg.advanceauto.us/ Home default.asp2<
Also, MSDS sheets on products we sell can be found here: https://www.aapmsds.com/ F. Describe any diversity programs or partners Supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications. Advance takes pride in hiring without regard of race, color, ethnicity, religion or sex. Our DE&I department steers a culture of inclusiveness and diversity that is a cornerstone of how we support our Team Members. Advance is currently working on a Supplier Diversity program, which we expect to launch in 2024.

G. Indicate if Supplier holds any of the below certifications in any ATTACHMENT A 72
classified areas and include proof of such certification in the response:
a) Women Business Enterprise
Yes No x
If yes, list certifying agency:
b) Small Business Enterprise (SBE) or Disadvantaged
Business Enterprise (DBE)
Yes Nox
If yes, list certifying agency: __ _
c) Historically Underutilized Business
(HUB) Yes No x
If yes, list certifying agency: ___ _
d) Historically Underutilized Business Zone Enterprise
(HUBZone) Yes No x
If yes, list certifying agency: __ _
e) Other recognized
certificate holder Yes
diversity
No x
If yes, list certifying agency: __ _
H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority-owned standards. If any, list which certifications subcontractors hold and certifying agency. Advance does not intend to use subcontractors to fulfill this contract.

Describe how Supplier differentiates itself from its competitors. Advance has a 12-year history of consistently growing sales to government agencies through the OMNIA Partners (formerly U.S. Communities) program. We've invested in sales training through both our company-owned and independently-owned store channels. We have spent considerable time and money developing sales materials (printed flyers, brochures, etc.), streaming podcasts about OMNIA Partners and the government selling process. We've partnered with OMNIA on marketing through several channels, such as: at NIGP and other trade shows, through the microsite on their website and on our own intra net. We believe the momentum we have going in growing this program is the greatest differentiator between Advance and other auto parts retailers.

I. Describe any present or past litigation, bankruptcy or reorganization involving Supplier. Advance has never filed bankruptcy and is not currently involved in any litigation or reorganization that would impact our ability to sell auto parts to the lead agency or any other participating ATTACHMENT A 73
public agencies.

J. Felony Conviction Notice: Indicate if the Supplier
a. is a publicly held corporation and this reporting requirement is not applicable; NYSE: AAP
b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

K. Describe any debarment or suspension actions taken against Supplier None

3.2 Distribution, Logistics
A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by Supplier. See Tab 2 for line card and Tab 7 for login credentials to view online catalog showing full offering.

B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. Advance and our Independent partners have a presence in all 50 states and Puerto Rico. Advance uses a hub and spoke distribution model. Products are received at over 40 distribution centers strategically located throughout the U.S. D.C.'s ship daily to Hub Stores and to the retail stores. Throughout our network at any given time, Advance may have as much as $4 Billion of inventory on hand throughout this network.

C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement. Advance uses contract pricing for the OMNIA Partners program. This means that set pricing is locked in for an agreed upon period of time and only updated per the terms of the agreement between the parties or an amendment to the agreement. Participating government agencies are assigned the OMNIA pricing when their account is set up, thereby ensuring they are all getting the same contracted pricing. Pricing can be verified by using the login credentials provided in Tab 7 to view the online catalog. There they will see the price before the discount was applied and the net price after the discount is applied.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

Advance, its affiliates listed in Tab 1, and its' independentlyowned stores will be fulfilling the requirements of this contract.

ATTACHMENT A 74
E. Provide the number, size and location of Supplier's distribution facilities, warehouses and retail network as applicable. Distribution Centers List included as an excel file in email 2 of 3 of bid submittal.

3.3 Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to:

1. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days Advance's leadership has always supported our partnership with OMNIA Partners. If/when a new contract is duly executed, an internal announcement will be made, which will no doubt be cause for great celebration amongst our stores, sales teams and support center team members, as this government sales
program, through significant efforts, has become part of Advance's culture.

11. Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners team within first 90 days Training has always been on-going. Part of our new sales team member onboarding is a section on the OMNIA program. Additionally, we conduct virtual and in-person training with our company and independent team members regularly. OMNIA Partners has
participated in many of these and we will continue to include them as appropriate.

B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:

1. Announcement, Master Agreement details and contact
information published on the Supplier's website within first 90 days

11. Design, publication and distribution of co-branded marketing materials within first 90 days. Advance will update our current marketing materials with the new contract number and will distribute to existing customers.
111. Consider attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, ATTACHMENT A 75
conferences and meetings throughout the term of the Master Agreement Advance has already reserved booth space at the NIGP national conference in Louisville and we routinely participate in local events to grow public sector sales.

Iv. Consider attending, exhibiting and participating at the NIGP Annual Forum in an area reserved by OMNIA Partners for
partner suppliers. Booth space will be purchased and staffed by Supplier. Advance has exhibited every year since
2011 when our first cooperative agreement
went into place.
v. Design and publication of national and regional advertising in trade publications throughout the term of the Master
Agreement. Advance works with OMNIA's Marketing team on all advertising they recommend. We have a great working partnership.
v1. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces,
presentations, promotions, etc.) At minimum, Advance meets monthly with OMNIA Partners' Marketing team to discuss
strategy and develop new pieces to promote the contract. We intend to continue this if we are awarded another contract. vI1. Dedicated OMNIA Partners internet web-based homepage on Supplier's website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between
Principal Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners' website including the online registration page;
• A dedicated toll-free number and email address for
OMNIA Partners
C. Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

Being as OMNIA Partners is the only cooperative contract currently held by Advance and being as all participating public agencies are already on the program, there isn't any transitioning to be done. This will allow us to continue our forward momentum on growing sales.

ATTACHMENT A 76
D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

Acknowledged.

E. Confirm Supplier will be proactive in direct sales of Supplier's goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier's sales initiatives should communicate:

1. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency

11. Best government pricing
111. No cost to participate
1v. Non-exclusive
Advance's sales literature does cover these points.

F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:

1. Key features of Master Agreement

11. Working knowledge of the solicitation process
111. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
1v. Knowledge of benefits of the use of cooperative contracts Advance has multiple PowerPoint decks prepared for training sales team members of varying levels on how to sell the OMNIA program. We hold numerous training sessions, both in-person and via Teams meetings. We also create login credentials and train team members on using OMNIAConnect.

G. Provide the name, title, email and phone number for the person(s), who will be responsible for:

1. Executive Support Mark Mills, VP Strategic Accounts mark.mills@adv_anceauto.com 770-362-4422

11. Marketing Michael Davidson, Business Development Manager, 919-816-7149 michael.davidson advance-auto.com
111. Sales Shari Vergara, Director of Business Development, 952-412-4481 shari. [email protected]
1v. Sales Support Laura Payne, Sr. Mgr. [email protected] 954-383-2369
v. Financial Reporting Nagarjuna Katrapally, Senior Accounting Analyst ATTACHMENT A 77
[email protected]
v1. Accounts Payable Nagarjuna Katrapally, Senior Accounting Analyst Na ar"una.katra all advance-auto.co
v11. Contracts Laura Payne, Senior Manager, Bids and Contracts [email protected] 954-383-2369
OMNIA's primary point of contact for all matters is Laura Payne, Sr. Manager Bids and Contracts 954-383-2369 [email protected] H. Describe in detail how Supplier's national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

The field sales channel goes like this: Advance stores have an outside salesperson called a Commercial Account Manager (CAM) who is front line to the customer calling on their maintenance shops.

CAM's report to a Commercial Sales Manager (CSM). Each CSM has about 5-7 CAM's on their team. CSM's report to a Regional Vice President of Pro Sales (VPP) who reports to a Senior VP of Pro Sales.

SVP's report to Bob Cushing, Executive VP of Professional Sales.

The Strategic Accounts sales channel goes like this: There's a Public Sector Sales Manager for each region. They report to Shari Vergara, Sales Director for the OMNIA program. Shari reports to Mark Mills, VP Strategic Accounts who reports to Todd Sanders, SVP Strategic Accounts who reports to Bob Cushing, EVP of Pro Sales.

I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

Sales leads should be communicated to the lead referral manager, Laura Payne, who partners with Shari Vergara and her specialty public sector sales managers. Those managers will follow through on all ATTACHMENT A 78
leads and will engage the local store sales team as needed.

I. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set- up, timely contract administration, etc.

Advance currently has a regular cadence of weekly, monthly and quarterly sales calls and meetings with various OMNIA Partners team members on varying aspects of the program. We strategize and proactively implement new initiatives. We have a strong history of sales growth. We are on target to grow sales this year by another 9%.

As for contract administration, this is handled by Laura Payne at our headquarters in Raleigh.

J. State the amount of Supplier's Public Agency sales for the previous fiscal year. $91.8 Million
Provide a list of Supplier's top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

Account Name Prior Year YTD CSM Sales Sales
Metro Government OFM Heavy 2041405.45 749601.88 Phil Hodge Shenandoah Fleet - Montgomery County
Contract 583014.03 395028.61 Roy Tayman
Shenandoah Fleet - Allegheny County
Contract 608390.96 311943.22 Paul Berggren
CENTRAL CAROLINA COMMUNITY David
COLLEGE EMERGENCY TRA 419395.41 243301.24 Henderson
Maara Corp. 297290.76 175882.56 Nestor Arocho
Account Qy
Elvis Dzafic
Dennis Moline
Tim Bukowsk
Donnie Hall
Isaac Bermuc
ATTACHMENT A 79
I
Metro Government OFM Light 211301.2 137036.22 Phil Hodge CITY OF MONTGOMERY 218779.72 126038.12 Derek John

CITY OF CORPUS CHRISTI FLEET
MAINTENANCE 237760.72 120326.74 Mark Gonzalez
CITY OF EL PASO FLEET SERVICES 205761.41 116750.71 Mark Gonzalez City of Austin Service Ctr 5 155307.37 107595.09 Tyson Oguin Spartanburg Regional Medical Health
Services 219959.34 106805.08 Steven Mucci

SALT RIVER PIMA MARICOPA INDIAN
COMMUNITY 31811.03 105659. 71 Neiman Porter
City of Raleigh - Wake Forest Rd 144587.85 103893.83 Rod Galligan Loudoun County Garage Parts Dept 263426.3 101210.54 Tony Moore K. Describe Supplier's information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

Elvis Dzafic
James Hicks
Darrell Salina
Ramon Alvan
Rene EspinoL
Aaron Fiddne
Steve Acevec
Douglas Grin1
Jared Johnso
Advance has the capability to accept standard call in orders, online orders, and we have PunchOut/EDI capabilities. Payments can be made through the store, check by mail, PCard, and ACH.

L. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement ("Guaranteed Contract Sales").

To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

While we won't guarantee a set amount of sales, we can say that we have a strategy and a training program in place to continue the forward momentum of the sales.

M. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.

1. Respond with Master Agreement pricing (Contract Sales AUTOPARTS I ~~!~~~~.:':. I WORLD ~~ I ,-;·
ATTACHMENT A 80
reported to OMNIA Partners).

11. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement.
111. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA
Partners).
1v. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.
v. Respond to solicitation with equal or higher pricing, but do not pay OMNIA administration fee if said agency conducts their own bid is not a participating public agency or their bid is not associated with the Master Agreement.

Detail Supplier's strategies under these options when responding to a solicitation.

Advance has been following i.-iv. since the inception of the relationship with OMNIA. We would like to add v.

ATTACHMENT A 81
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ATTACHMENT A 106
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ATTACHMENT A 108
ATTACHMENT A 109
ATTACHMENT A 110

PROFESSIONAL LINE CARD
BRAKES

ENGINE MANAGEMENT FILTERS

CHASSIS AND

UNDERCAR

STARTING

AND CHARGING

HEATING, COOLING

AND A/C

ENGINES AND

TRANSMISSIONS

HEAVY DUTY

PERFORMANCE AND

ACCESSORIES

BULK FLUIDS

TOOLS AND

EQUIPMENT

TOTAL SHOP

PAINT, BODY

AND EQUIPMENT
REV3/23
ATTACHMENT A 111
Professional Platinum Pads, Premium Gold Pads, Frontline Pads and Rotors, Platinum Rotors, Premium Calipers
Brake Hardware and Sensors, Brake Hydraulics,
Brake Pads, Brake Rotors and Drums
877-280-5965 | 1-833-BRAKEHQ
www.advancepro.com 800-253-0403
www.agscompany.com
Brake Lines and Fittings
Brake Pads
Brake Pads
866-253-2666
www.akebonobrakes.com
800-325-8886
www.wagnerbrake.com
BRAKES
Hardware and Sensors • Hydraulics • Pads and Shoes • Rotors and Drums OE and Performance Brakes Performance Brakes
Performance Brakes
888-863-4415
www.powerstop.com
888-863-4415
www.brembo.com
310-933-1100
www.centricparts.com/brands/
centric-parts/stoptech
Performance Brakes
800-542-0972
www.hawkperformance.com
Performance Brakes
833-612-7253
www.dbausa.com
ATTACHMENT A 112
Antifreeze
800-323-5440
www.peakauto.com
Windshield Washer Fluid and RV Antifreeze
Antifreeze, Gear Oil, Heavy Duty Motor Oil, Motor Oil, Transmission Fluid Heavy Duty Motor Oil, Motor Oil,
Transmission Fluid
Motor Oil
Heavy Duty Motor Oil
Transmission Fluid
Motor Oil, Transmission Fluid
Heavy Duty (Chevron Delo)
Transmission Fluid
Motor Oil, Transmission Fluid
434-326-1089
www.highlinewarren.com
800-462-0835
www.castrol.com
877-280-5965
www.advancepro.com
+49-731-1420-0
www.liqui-moly.com
800-662-4525
mobil.com/en/lubricants
812-284-3300
www.idemitsu.com
800-662-4525
mobil.com/en/lubricants
800-582-3835
www.chevron.com
800-342-2512
www.lucasoil.com
800-392-3673
www.motorcraft.com

BULK FLUIDS
Antifreeze • Heavy Duty Motor Oil • Motor Oil • Transmission Fluid • Windshield Washer Fluid ATTACHMENT A 113
Heavy Duty Motor Oil
Motor Oil Antifreeze, Motor Oil, Transmission Fluid Gear Oil, Motor Oil, Transmission Fluid Antifreeze, Heavy Duty Motor Oil,
Motor Oil, Transmission Fluid
Antifreeze
Antifreeze
888-269-0750
www.prestone.com
800-237-8645
www.rotella.shell.com
800-526-4066
www.pentosin.net
888-382-6300
www.royalpurple.com
800-237-8645
www.pennzoil.com
800-832-6825
www.valvoline.com
800-832-6825
www.valvoline.com

BULK FLUIDS
Antifreeze • Heavy Duty Motor Oil • Motor Oil • Transmission Fluid • Windshield Washer Fluid ATTACHMENT A 114
Engine and Transmission Mounts
Hub Assemblies, Power Steering, Shafts and Boot Kits, Steering Components, Strut Assemblies, Control Arms and Suspension Parts
Exhaust

CHASSIS AND UNDERCAR
Alignment • Bearings and Seals • Engine and Transmission Mounts • Exhaust • Hub Assemblies • Power Steering • Shafts and Boot Kits • Shocks and Struts • Steering Components • Suspension Parts • Universal Joints 800-444-4616
www.anchor-online.com
800-631-7271
www.bosalusa.com
877-280-5965
www.advancepro.com
Carquest Professional • Carquest Premium
Exhaust Manifolds, Active Suspension,
Control Arms, Power Steering, Shafts and
Boot Kits, Suspension Parts
Power Steering, Steering Components
Bearings and Seals, Hub Assemblies,
Steering Components, Suspension Parts,
Universal Joints
877-280-5965
www.advancepro.com
Performance Exhaust
800-325-8886
www.dynomax.com
888-280-8324
www.cardone.com
877-280-5965
www.dormanproducts.com
Performance Exhaust
805-986-8600
www.borla.com
Exhaust Systems and Suspension
951-493-7100
afepower.com
Performance Shocks, Struts, and Lift Kits
800-507-2338
www.eibach.com/us/
Suspension and Chassis Bushings
949-361-3935
www.teamenergysuspension.com
ATTACHMENT A 115

CHASSIS AND UNDERCAR
Alignment • Bearings and Seals • Engine and Transmission Mounts • Exhaust • Hub Assemblies • Power Steering • Shafts and Boot Kits • Shocks and Struts • Steering Components • Suspension Parts • Universal Joints Shock, Struts, Strut Mounts
734-384-7809
www.monroe.com
Alignment, Hub Assemblies,
Steering Components, Suspension Parts,
Universal Joints
800-325-8886
www.moogparts.com
Bearings and Seals Exhaust Clamps and Fittings
800-325-8886
www.drivheavydutyparts.com
800-243-0126
www.nickson.com
Performance Exhaust
800-990-0905
www.magnaflow.com
Shocks and Struts
800-592-2677
www.kyb.com
Performance Exhaust
707-544-4761
www.flowmastermufflers.com
CV Axles
855-437-4872
www.heriautomotive.com/
Performance Suspension and Lift Kits
951-689-4266
www.iconvehicledynamics.com
Power Steering and Gear Boxes
800-334-5749
www.larescorp.com
[email protected]
Power Steering Components
800-545-1689
www.plews-edelmann.com
Power Steering
866-990-5120
www.pwrsteer.com
ATTACHMENT A 116

CHASSIS AND UNDERCAR
Alignment • Bearings and Seals • Engine and Transmission Mounts • Exhaust • Hub Assemblies • Power Steering • Shafts and Boot Kits • Shocks and Struts • Steering Components • Suspension Parts • Universal Joints Exhaust
734-384-7830
www.walkerexhaust.com
Performance Exhaust
800-325-8886
Performance Shocks and Struts
318.388.0816
www.skyjacker.com
Shocks and Struts
734-384-7804
www.gorancho.com
Performance Headers and Exhaust
909-599-5955
www.pertronixbrands.com www.thrushexhaust.com
ATTACHMENT A 117
Camshaft and Crankshaft Sensors, Electrical Switches, Engine Computer Controls, Evaporative Emissions, Ignition Caps and Rotors, Ignition Coils and Modules, MAF Sensors, Oxygen Sensors, Spark Plug Wire Sets, Spark Plugs, VVT
Camshaft and Crankshaft Sensors, Evaporative Emissions, Ignition Caps and Rotors, Ignition Coils and Modules, Sensors, Switches and Relays, Valves and Transmitters, VVT Spark Plugs
Ignition Coils and Modules, MAF Sensors,
Oxygen Sensors, Throttle Bodies
Spark Plugs
Air Injection System, Engine Computer Controls,
Sensors, Valves and Transmitters
Electronic Throttle Bodies
TPMS Sensors Carburetors
800-223-3526
www.acdelco.com
310-891-6138
www.aisin.com
855-AUTEL-US
www.auteltech.com
204-668-8242
www.autoline.ca
866-687-5413
www.advancepro.com
888-715-3616
www.boschautoparts.com
855-200-5200
www.autolite.com
888-280-8324
www.cardone.com
800-325-8886
www.championautoparts.com Carquest Premium and Carquest

ENGINE MANAGEMENT
Ignition Coils and Modules, Oxygen Sensors,
Sensors, Spark Plugs, Switches and Relays,
Valves, Wire Sets and Transmitters
877-675-5463
www.densoautoparts.com
Fuel Injectors and Diesel Components
866-880-2587
www.advancepro.com
Carquest Premium
Camshaft and Crankshaft Sensors • Electrical Switches • Engine Computer Controls • Evaporative Emissions • Ignition Coils and Modules • MAF Sensors • Oxygen Sensors • Spark Plugs and Wire Sets • VVT • TPMS Sensors • Fuel Systems • Carburetors • Throttle Bodies • Relays • Temperature Sensors • Instrument Clusters
Ignition Coils and Modules, MAF Sensors,
Sensors, Switches and Relays, Throttle Bodies,
Valves and Transmitters
800-HITACHI
www.hitachi-automotive.us
Air Injection System, Engine Computer Controls,
Gas Tanks, Instrument Clusters, Switches
and Relays, Throttle Bodies
866-933-2911
www.dormanproducts.com
Mass Air Flow Sensors
800-327-6903
www.advancepro.com
Carquest Premium
Carburetors, Spark Plug Wires, Ignition Coils,
Superchargers, Fuel Pumps
888-799-1135
www.edelbrock.com
Carburetors, EFI Conversion Kits, Fuel Pumps
866-464-6553
www.holley.com
Fuel Pumps and Injection, Ignition Coils and
Modules, Instrument Clusters, Sensors,
Switches and Relays, Valves and Transmitters
877-463-35744
www.delphiautoparts.com
ATTACHMENT A 119
Sensors, Switches and Relays,
Oxygen Sensors
248-926-6900
www.ngksparkplugs.com/en
Turbochargers and Parts
888-800-3826
www.rotomaster.com

ENGINE MANAGEMENT
Camshaft and Crankshaft Sensors • Electrical Switches • Engine Computer Controls • Evaporative Emissions • Ignition Coils and Modules • MAF Sensors • Oxygen Sensors • Spark Plugs and Wire Sets • VVT • TPMS Sensors • Fuel Systems • Carburetors • Throttle Bodies • Relays • Temperature Sensors • Instrument Clusters
Throttle Bodies
888-910-8888
www.spectrapremium.com
Carburetors
TPMS Sensors
PCV Valves, Switches and Relays, Sensors
800-288-1804
www.schradersensors.com
800-466-6167
www.uremcoinc.com
800-290-5555
www.apaindustries.com
MAF Sensors, Throttle Bodies, TPMS Sensors
800-564-5066
www.usa.vdo.com
Ignition Coils, Spark Plugs, Wire Sets
248-926-6900
www.ngksparkplugs.com/en
Fuel Injection, Ignition Coils and
Modules, Sensors, Spark Plugs, Switches
and Relays, Valves and Transmitters
800-392-7946
www.motorcraft.com
TPMS Sensors
855-483-8767
www.huf-group.com
Performance Ignition Coils, Ignition Boxes,
and Spark Plug Wires
866-464-6553
www.holley.com
Performance Ignition Coils, Ignition Boxes,
and Spark Plug Wires
909-599-5955
www.pertronixbrands.com
ATTACHMENT A 120

ENGINE MANAGEMENT
Camshaft and Crankshaft Sensors • Electrical Switches • Engine Computer Controls • Evaporative Emissions • Ignition Coils and Modules • MAF Sensors • Oxygen Sensors • Spark Plugs and Wire Sets • VVT • TPMS Sensors • Fuel Systems • Carburetors • Throttle Bodies • Relays • Temperature Sensors • Instrument Clusters
Carburetor Kits and Fuel Pressure Regulators
800-558-9770
www.wellsve.com
ATTACHMENT A 121
Timing Components
Crankshafts
Differentials and Parts Timing Chains and Components
Balancers and Pulleys, Cables, Clutch Kits,
Differentials and Parts, Engine Parts and Bearings,
Flywheels and Hydraulics, Gaskets, Oil Pans
Clutch Kits, Flywheels and Hydraulics
Pulleys and Tensioners
Engines, Transmissions, and Transfer Cases Cables, Clutch Kits, Differentials and Parts, Flywheels and Hydraulics

PREMIUM
[email protected]
Transfer Cases
833-395-2290
www.evolutiondriveline.com
Performance Clutch Kits
866-795-0052
www.advancedclutch.com
Performance Camshafts, Rocker Arms, Lifters,
Pushrods, Valve Springs
901-795-2400
www.compcams.com
ATTACHMENT A 122
Differentials and Parts, Torque Converters,
Manual Transmissions
Engines, Cylinder Heads
and Differential Assemblies
Oil Pumps Torque Converters Remanufactured Automatic Transmissions Clutch Kits, Flywheels and Hydraulics

ENGINES AND TRANSMISSIONS
Balancers and Pulleys • Cables • Clutch Kits, Flywheels and Hydraulics • Cylinder Heads • Differentials and Parts • Engine Parts and Bearings • Engines • Exhaust System Gaskets • Gaskets • Pans and Covers • Timing Components • Torque Converters • Transmissions and Transfer Cases 800-635-546
www.melling.com
800-934-2727
www.midwesttruck.com
877-866-8372
www.moveras.com
855-240-2500
www.pro-kingproducts.com
866-360-4101
www.spartan-engines.com
800-258-8312
www.perfectionclutch.com
Engine Parts and Bearings, Gaskets
800-223-9152
www.mahle.com
Remanufactured Automatic
Transmissions and Transfer Cases
855-322-4805
www.shiftproinc.com
Engine Parts and Bearings
800-325-8886
www.drivparts.com
Clutches and Clutch Hydraulics
800-274-5001
www.aftermarket.schaeffler.com
Gaskets
800-325-8886
www.felpro.com
Performance Clutches, Flywheels, Driveline,
Automatic Transmission Rebuild Kits
714-630-2764
www.mcleodracing.com
ATTACHMENT A 123

ENGINES AND TRANSMISSIONS
Balancers and Pulleys • Cables • Clutch Kits, Flywheels and Hydraulics • Cylinder Heads • Differentials and Parts • Engine Parts and Bearings • Engines • Exhaust System Gaskets • Gaskets • Pans and Covers • Timing Components • Torque Converters • Transmissions and Transfer Cases Exhaust Gaskets
800-796-9832
www.walkerexhaust.com
Engines and Transmissions
855-772-7886
www.jupiterproparts.com
Differentials and Parts
800-621-8084
www.spicerparts.com
Oil Pans
888-910-8888
www.spectrapremium.com
ATTACHMENT A 124
Air Filters, Fuel Filters, Oil Filters,
Transmission Filters
Cabin Air Filters Air Filters, Cabin Air Filters, Heavy Duty Filters, Oil Filters, Fuel Filters Cabin Air Filters Performance Air Filters Performance Air Filters Air Filters, Fuel Filters, Transmission Filters
Performance Air Filters Performance Air Filters
800-223-3526
www.acdelco.com
800-992-3000
www.aemintakes.com www.airaid.com
877-280-5965
www.advancepro.com
877-675-5463
www.densoautoparts.com
888-799-1135
www.edelbrock.com
888-464-2325
www.beckarnley.com
888-715-3616
www.boschautoparts.com
866-464-6553
www.holley.com
Premium Filters • Standard Filters

FILTERS
Agricultural • Air • Cabin Air • Fuel • Oil • PCV and Breather • Performance • Transmission 800-890-2075
www.fram.com
Air Filters, Cabin Air Filters, Oil Filters
Air Filters
951-493-7100
afepower.com
ATTACHMENT A 125

FILTERS
Agricultural • Air • Cabin Air • Fuel • Oil • PCV and Breather • Performance • Transmission Air Filters, Cabin Air Filters,
Fuel Filters, Oil Filters
Air and Fuel Filters, Small Engine Oil Filters Performance Air Filters and Cold Air Intake Systems
Oil Filters Oil Filters
Air Filters, Fuel Filters, Oil Filters,
Transmission Filters
800-662-4525
www.mobil.com
888-528-4364
www.mopar.com
800-392-3673
www.motorcraft.com
800-526-4250
www.purolatornow.com
800-648-3976
www.primelinepe.com
909-673-9800
spectreperformance.com
Air Filters, Cabin Air Filters,
Fuel Filters, Oil Filters
800-526-4250
www.mann-hummel.com
Air Filters, Cabin Filters, Oil Filters,
Cold Air Intake Systems
800-858-3333
www.knfilters.com
ATTACHMENT A 126
Air Conditioning, Air Door Actuators,
Blower Motors
A/C Kits, A/C Compressors, A/C Components, Blower Motors, Condensers, Heater Cores, Heating Products, Radiators, Water Pumps, Window and Wiper System Parts Air Conditioning, Blower Motors, Fans and Coolers,
Heating Products, Radiator Fan Assemblies,
Radiator Fan Motors, Thermostats and Housings
Air Conditioning Air Conditioning
A/C Tools and Parts, Air Door Actuators/Blend Doors,
Fans/Coolers, Radiator Fan Assemblies, Radiator
Hoses/Components, Window Wiper System Parts
A/C Compressors and Water Pumps
A/C Tools, Parts, Misc.

Water Pumps, Window and Wiper System Parts Belts and Tensioners, Radiator Hoses and Components, Timing Components

HEATING, COOLING AND A/C
A/C Chemicals • A/C Tools, Parts, Misc. • Air Conditioning • Air Door Actuators and Blend Doors • Belts and Tensioners • Blower Motors • Fans and Coolers • Heating Products • Radiator Fan Assemblies • Radiator Fan Motors • Radiator Hoses and Components • Radiators • Refrigerant • Thermostats and Housings • Water Pumps • Window and Wiper System Parts
800-223-3526
www.acdelco.com
410-773-7800
www.apextoolgroup.com
888-280-8324
www.cardone.com
800-268-5216
www.daycoproducts.com
877-280-5965
www.advancepro.com
877-GO-DELPHI
www.delphiautoparts.com
800-336-3575
www.dormanproducts.com
877-280-5965
www.advancepro.com
866-502-0068
www.smpcorp.com
Carquest Premium • Carquest Standard
877-675-5463
www.densoautoparts.com
Air Conditioning
800-392-7946
www.motorcraft.com
ATTACHMENT A 127
Thermostats and Housings
A/C Chemicals, A/C Tools and Parts,
Refrigerants
A/C Chemicals, A/C Tools and Parts, Misc.

Belt Tensioners and Pulleys
Thermostats and Housings

HEATING, COOLING AND A/C
A/C Chemicals • A/C Tools, Parts, Misc. • Air Conditioning • Air Door Actuators and Blend Doors • Belts and Tensioners • Blower Motors • Fans and Coolers • Heating Products • Radiator Fan Assemblies • Radiator Fan Motors • Radiator Hoses and Components • Radiators • Refrigerant • Thermostats and Housings • Water Pumps • Window and Wiper System Parts
765-825-3122
www.stant.com
www.rechargeac.com
800-541-1068
www.supercool.ac
614-734-8385
www.litens.com
888-262-4153
www.motorad.com
Fuel Lines, Heater Hoses
www.thermoid.com
Fans and Coolers
800-433-7508
www.haydenauto.com/en
Air Conditioning and A/C Compressors
800-432-7629
TM
ATTACHMENT A 128
Load Binders, Ratcheting Straps,
Winch Straps
Heavy Duty Filters
Clearance and Marker Lights,
LED Lighting, LED White Lighting, Mirrors

HEAVY DUTY
Heavy Duty Batteries • Heavy Duty Chassis • Heavy Duty Filters • Heavy Duty HVAC and Hydraulics • Heavy Duty Wheel-Ends 800-233-5138
www.ancracargo.com
877-366-2001
www.advancepro.com
800-628-0809
www.grote.com
Carquest Premium
Heavy Duty Chassis and Cabin Components
201-529-4996
www.automann.com
MFG BY
Switches
773-628-1000
www.littelfuse.com
937-274-5587
www.gtmanufacturing.com
833‐299‐3288
www.durafitdpfs.com
Heavy Duty Batteries
877-280-5965
www.advancepro.com
Cab Repair, EGR Components,
Engine Sensors, Lighting, Reservoirs
800-868-5777
www.dormanhdsolutions.com
Heavy Duty Belts, Hose and Hydraulics
303-744-1911
www.gates.com
Starters and Alternators
877-280-5965
www.advancepro.com
Diesel Particulate Filters Mud Flaps
ATTACHMENT A 129
Heavy Duty Bearings and Seals
Heavy Duty Driveline
Heavy Duty Hubcaps and Wheel Seals

HEAVY DUTY
Heavy Duty Batteries • Heavy Duty Chassis • Heavy Duty Filters • Heavy Duty HVAC and Hydraulics • Heavy Duty Wheel-Ends 800-323-2358
www.drivheavydutyparts.com
925-243-1720
www.safetruck.com
800-621-8084
www.spicerparts.com
800-527-8492
www.stemco.com
Air Brake Chambers
615-536-5020
www.rangerbrake.net
Heavy Duty Chassis
800-325-8886
www.moogparts.com
Heavy Duty Shocks
Air Valves, Driveline, New Clutches,
Wheel Attachments
800-934-2727
www.midwesttruck.com
800-325-8886
www.monroe.com
ABA Adjusters, ABS Sensors, Air Valves,
Brake Chambers, Brake Friction, Clutches
800-643-2374
www.haldex.com
Electrical Connectors Flags, Banners and Signs
800-423-4512
www.phillipsind.com
ATTACHMENT A 130
Professional Body Repair Products
Body Hardware Automotive Refinish Products Specialty Drills & Tools Sanding Blocks

PAINT BODY AND EQUIPMENT
877-666-2277
www.3m.com
800-426-7818
www.blairequipment.com
800-825-3000
www.refinish.basf.us
800-354-9816
www.auveco.com
253-854-0090
www.dura-block.com
Booth Filters
800-848-5859
www.afcfilters.com
Spray Equipment
800-445-3988
www.autorefinishdevilbiss.com
Dent Repair Products
310-349-1940
www.dentfix.com
Tack Rags
800-253-2663
www.bondcorp.com
Abrasives – Adhesives/Sealers – Air Filters – Aluminum Repair – Bed Liners – Body Filler – Detail Supplies – Fasteners – Gun Washers – Masking Products – Mixing Cups – Paint Booths – Paint/Refinish Products – Safety – Solvents – Spray Booth Filters – Spray Equipment – Tape – Tools – Vacuum Systems – Welding Supplies Automotive Refinish Products
800-618-1010
www. akzonobel.com
Polishing Products
800-659-2833
www.buffandshine.com
Tapes
888-898-7834
www.itape.com
ATTACHMENT A 131
Sanding Tools
Mixing Cups Polishing Products Adhesives
Spray Gun Washers
Automotive Refinish Products

PAINT BODY AND EQUIPMENT
800-828-7333
www.dynabrade.com
800-610-1010
www.dynacoat.com
800-275-5673
www.lord.com
440-796-8135
www.farecla.com
800-322-5651
www.ezmix.com
800-444-4351
www.hercules.us
Dent Repair Products
980-500-1015
www.hsautoshot.com
Body Fillers, Putties & Glazes
513-489-7600
www.evercoat.com
Solvents, Thinners & Reducers
800-647-6050
www.growautomotive.com
Respirators, Tack Rags
508-947-4000
www.gersonco.com
Backing Pads
800-237-0683
www.eezer.com
Abrasives – Adhesives/Sealers – Air Filters – Aluminum Repair – Bed Liners – Body Filler – Detail Supplies – Fasteners – Gun Washers – Masking Products – Mixing Cups – Paint Booths – Paint/Refinish Products – Safety – Solvents – Spray Booth Filters – Spray Equipment – Tape – Tools – Vacuum Systems – Welding Supplies Sanding Tools
800-247-3199
www.hutchinsmfg.com
ATTACHMENT A 132
Heat Guns Polishing Products Frame Equipment Filtration Products Automotive Refinish Products
Masking Machines & Tools

PAINT BODY AND EQUIPMENT
800-253-9726
www.shindustries.com
800-227-2822
www.motorguard.com
503-644-9167
www.moclamp.com
800-347-5700
www.meguiars.com
800-558-9413
www.masterappliance.com
800-441-9695
www.ppgpaints.com
Plastic Welders
800-633-3047
www.polyvance.com
Striping Brushes
517-849-9272
www.mackbrush.com
Rust Prevention Coatings
800-457-6715
www.porproducts.com
Professional Body Repair Products
800-554-8003
www.nortonabrasives.com
Paint Prep Products & Solvents
800-398-3892
www.kleanstripauto.com
Abrasives – Adhesives/Sealers – Air Filters – Aluminum Repair – Bed Liners – Body Filler – Detail Supplies – Fasteners – Gun Washers – Masking Products – Mixing Cups – Paint Booths – Paint/Refinish Products – Safety – Solvents – Spray Booth Filters – Spray Equipment – Tape – Tools – Vacuum Systems – Welding Supplies Automotive Refinish Products
801-966-5300
www.lusidtechnologies.com
ATTACHMENT A 133
Polishing Products
Paint Shakers Safety Products Spray Equipment Professional Body Repair Products Spray Gun Washers
Air Couplers, Hoses & Blow Guns

PAINT BODY AND EQUIPMENT
800-860-4488
www.prestaproducts.com
800-463-7738
prevostusa.com
866-327-7829
www.semproducts.com
800-533-8016
www.sata.com
562-427-2775
www.sassafety.com
800-221-1083
www.radiaproducts.com
800-417-9133
www.uniram.com
Custom Spray Booths
800-868-3033
www.spraybooths.com
Body Side Moldings
203-865-3110
www.cowlesproducts.com
Body Repair Tools
800-227-8325
www.steckmfg.com
Aerosols
844-426-6330
www.spraymax.com
Pinstriping Tape
800-888-4888
www.prostripe.com
Abrasives – Adhesives/Sealers – Air Filters – Aluminum Repair – Bed Liners – Body Filler – Detail Supplies – Fasteners – Gun Washers – Masking Products – Mixing Cups – Paint Booths – Paint/Refinish Products – Safety – Solvents – Spray Booth Filters – Spray Equipment – Tape – Tools – Vacuum Systems – Welding Supplies ATTACHMENT A 134
Professional Body Repair Products Spray Booth Filters

PAINT BODY AND EQUIPMENT
610-746-7081
www.upol.com
800-542-2804
www.products.freudenberg.com
Spray Booth Filters
410-543-8802
www.viskon-aire.com
Abrasives – Adhesives/Sealers – Air Filters – Aluminum Repair – Bed Liners – Body Filler – Detail Supplies – Fasteners – Gun Washers – Masking Products – Mixing Cups – Paint Booths – Paint/Refinish Products – Safety – Solvents – Spray Booth Filters – Spray Equipment – Tape – Tools – Vacuum Systems – Welding Supplies ATTACHMENT A 135

PERFORMANCE AND ACCESSORIES
Body Protection • Body Trim and Molding • Electronics • Horns • Mirrors • Performance Products • Pinstriping • Security • Tire and Wheel • Towing and Trailer Lighting
Body Trim and Molding, Gauges
Ratchets, Tie Downs and Tarps Gauges, Performance Products Vent Shades, Visors and Bugflectors Body Hardware Computer Tuners and Monitors
Performance Ignition Coils, Distributors,
Spark Plug Wires, Spark Plugs
888-364-3577
www.3m.com
866-464-6553
www.holley.com
800-354-9816
www.auveco.com
951-493-7100
www.autoventshade.com
866-248-6356
www.autometer.com
1-877-280-5965
www.advancepro.com
866-637-1672
www.bullydog.com
OE and Performance Brakes
888-863-4415
www.brembo.com/en/
Cold Air Intakes, Performance Exhaust,
Suspension
951-493-7100
afepower.com
Performance Exhaust
805-986-8600
www.borla.com
Performance Products
866-464-6553
www.holley.com/brands/b_and_m/
Performance Clutch Kits
866-795-0052
www.advancedclutch.com
ATTACHMENT A 136
Body Trim and Molding, Mirrors
Performance Carburetors, Intake Manifolds,
Superchargers

PERFORMANCE AND ACCESSORIES
Body Protection • Body Trim and Molding • Electronics • Horns • Mirrors • Performance Products • Pinstriping • Security • Tire and Wheel • Towing and Trailer Lighting
888-799-1135
www.edelbrock.com
800-523-2492
www.dormanproducts.com
Cam Shafts, Lifters, Pushrods
901-795-2400
www.compcams.com
Heat and Sound Control
800-264-9472
www.designengineering.com
Body Protection
800-426-8377
www.covercraft.com
Performance Brakes
833-612-7253
www.dbausa.com
Electronics Performance Exhaust
866-382-5476
www.dualav.com
800-325-8886
www.dynomax.com
Body Molding
www.cowlesproducts.com
Towing Hitches and Towing Accessories
877-287-8634
www.curtmfg.com
Pinstriping
865-970-3963
www.chroma-graphics.com
Suspension and Chassis Bushings
949-361-3935
www.teamenergysuspension.com
ATTACHMENT A 137
Performance Headers and Exhaust
909-599-5955
www.pertronixbrands.com

PERFORMANCE AND ACCESSORIES
Body Protection • Body Trim and Molding • Electronics • Horns • Mirrors • Performance Products • Pinstriping • Security • Tire and Wheel • Towing and Trailer Lighting
Computer Tuners and Monitors
Brake Controllers, Electrical Accessories, Performance Shifters Towing Adapters and Towing
800-835-0129
www.hopkinstowingsolutions.com
866-464-6553
www.holley.com
901-382-8888
www.hypertech-inc.com
Performance Headers
866-464-6553
www.holley.com
Mirrors, Towing and Trailer Lighting
800-628-0809
www.grote.com
Performance Brakes
800-542-0972
www.hawkperformance.com
Performance Exhaust
707-544-4761
www.holley.com
Tire and Wheel
888-457-5463
www.fixaflat.com
Carburetors, EFI Conversion Kits, Fuel Pumps
Performance Suspension and Lift Kits
866-464-6553
www.holley.com
951-689-4266
www.iconvehicledynamics.com
Air Filters, Cabin Filters, Oil Filters,
Cold Air Intake Systems
800-858-3333
www.knfilters.com
ATTACHMENT A 138
Body Trim and Molding
800-237-7560
www.pilotautomotive.com
Electronics Performance Electrical Systems
888-258-3835
www.holley.com
386-257-1186
www.metraonline.com

PERFORMANCE AND ACCESSORIES
Body Protection • Body Trim and Molding • Electronics • Horns • Mirrors • Performance Products • Pinstriping • Security • Tire and Wheel • Towing and Trailer Lighting
Tire and Wheel
615-969-0505
www.perfectequipment.com
Performance Ignition Coils, Ignition Boxes,
and Spark Plug Wires
909-599-5955
www.pertronixbrands.com
Security
800-464-2088
www.masterlock.com
Mirrors Performance Exhaust
Trailer Lighting
Body Protection
310-608-2538
www.ksource.org
800-364-5483
www.optronicsinc.com
800-241-7219
www.lundinternational.com
800-990-0905
www.magnaflow.com
Performance Clutches, Flywheels, Driveline,
Automatic Transmission Rebuild Kits
714-630-2764
www.mcleodracing.com
Performance Brakes
888-863-4415
www.powerstop.com
ATTACHMENT A 139

PERFORMANCE AND ACCESSORIES
Body Protection • Body Trim and Molding • Electronics • Horns • Mirrors • Performance Products • Pinstriping • Security • Tire and Wheel • Towing and Trailer Lighting
Electronics
800-531-0004
www.whistlergroup.com
Body Protection
800-345-8476
www.westinautomotive.com
Performance Exhaust
800-325-8886
www.thrushexhaust.com
Performance Brakes
Horns
Security
800-527-3345
www.Winner-Intl.com
800-558-9770
www.wellsve.com
310-933-1100
www.centricparts.com/stop-tech
Cold Air Intakes and Air Filters
909-673-9800
www.spectreperformance.com
Performance Shocks and Struts
318.388.0816
www.skyjacker.com
Performance Fluid Transfer Systems
310-781-2222
www.russellperformance.com
Towing Hitches and Accessories
800-632-3290
www.reesetowpower.com
Engine Dress Up, Alternators, Carburetors
586-774-2500
www.proformparts.com
Horns
800-645-5808
www.wolo-mfg.com
ATTACHMENT A 140
Fuses
www.littelfuse.com
Power Sports Batteries
www.gsbattery.com
Alternators, Starters
Hybrid Batteries Battery Accessories Alternators, Starters Hybrid Batteries Alternators, Starters
Alternators • Automotive Batteries • Battery Accessories • Farm and Truck Batteries • Fuses • Golf Cart Batteries • Hybrid Batteries • Lawn and Garden Batteries • Marine Batteries • Motorcycle Batteries • Power Sports Batteries • Starters • Voltage Regulators • Wheel Chair Batteries 800-223-3526
www.acdelco.com
888-715-3616
www.boschautoparts.com
www.dormanproducts.com
888-280-8324
www.cardone.com
386-736-7900
www.batterytender.com
Alternators, Starters
Automotive Batteries, Battery Accessories, Golf Cart Batteries, Lawn and Garden Batteries, Farm and Truck Batteries, Marine Batteries, Power Sports Batteries 800-228-9672
www.advancepro.com
877-280-5965
www.advancepro.com
Carquest Professional • Carquest Premium

STARTING AND CHARGING
877-675-5463
www.densoautoparts.com
ATTACHMENT A 141
Automotive Batteries, Battery Accessories,
Battery Chargers, Marine Batteries
Battery Accessories
Alternators • Automotive Batteries • Battery Accessories • Farm and Truck Batteries • Fuses • Golf Cart Batteries • Hybrid Batteries • Lawn and Garden Batteries • Marine Batteries • Motorcycle Batteries • Power Sports Batteries • Starters • Voltage Regulators • Wheel Chair Batteries 888-867-8462
www.optimabatteries.com
800-621-5485
www.batterychargers.com
Alternators, Starters
1-800-327-6903
www.waiglobal.com

STARTING AND CHARGING
ATTACHMENT A 142
Wheel Service Equipment
Air Tools and Accessories, Speciality Tools, Pneumatic Tools and Air Hoses Drill Accessories, Rivets and Extractors Air Compressors Lifting Equipment, Wheel Service Heavy Duty Diagnostic Tools Hand and Specialty Tools Wheel Service
Heavy Duty Diagnostic Tools, Tire Repair Tools Tire Repair Tools Lighting Air Compressors • Air Tools and Accessories • Battery Tools • Brake Tools • Cooling and Brake Fittings/Tools • Drill Accessories, Rivets and Extractors • Generators • Grease/Lube Tools • Hand and Specialty Tools • Heavy Duty Diagnostic Tools • Lifting Equipment• Lighting • Power Tools • Service Machines • Shop Heating/Cooling • Tire Repair Tools • Tool Storage • Welding Equipment • Wheel Service www.ammcobrake.com www.auteltech.com www.bartecusa.com www.baycoproducts.com www.advancepro.com
www.belairecompressors.com www.bendpak.com www.boschautoparts.com www.branick.com www.cemb-usa.com www.centurydrill.com
Since 1917
®

TOOLS AND EQUIPMENT
ATTACHMENT A 143
Lifting Equipment
Lifts
Power Tools, Tool Storage Air Tools and Accessories
Wheel Service Equipment
Welding Equipment Hand and Specialty Tools
Air Compressors Generators
Air Compressors • Air Tools and Accessories • Battery Tools • Brake Tools • Cooling and Brake Fittings/Tools • Drill Accessories, Rivets and Extractors • Generators • Grease/Lube Tools • Hand and Specialty Tools • Heavy Duty Diagnostic Tools • Lifting Equipment• Lighting • Power Tools • Service Machines • Shop Heating/Cooling • Tire Repair Tools • Tool Storage • Welding Equipment • Wheel Service www.challengerlifts.com www.gardnerdenver.com/en/champion www.championpowerequipment.com www.dewalt.com www.flexzilla.com
www.coatsgarage.com
www.forneyind.com www.forwardlift.com www.gearwrench.com Heaters and Fans
www.energylogic.com
Harmonic Balancers Tools and Ball Joint
Removal Tool
www.ggtechnics.com.au
Transfer Pumps
www.fillrite.com

TOOLS AND EQUIPMENT
ATTACHMENT A 144
Brake Tools, Wheel Service
Tire Repair Tools Shop Heating/Cooling
Grease/Lube Tools
Tool Storage
Air Compressors, Air Tools and Accessories,
Power Tools
Hand and Specialty Tools
Air Compressors • Air Tools and Accessories • Battery Tools • Brake Tools • Cooling and Brake Fittings/Tools • Drill Accessories, Rivets and Extractors • Generators • Grease/Lube Tools • Hand and Specialty Tools • Heavy Duty Diagnostic Tools • Lifting Equipment• Lighting • Power Tools • Service Machines • Shop Heating/Cooling • Tire Repair Tools • Tool Storage • Welding Equipment • Wheel Service www.hofmann-equipment.com/en-us www.homak.com
www.ingersollrandproducts.com www.irwin.com
www.kentool.com www.lanair.com
www.johndow.com
Grease/Lube Tools
www.legacymfg.com
Diagnostics
www.launchtechusa.com
Drill Accessories, Rivets and Extractors
www.stanleyengineeredfastening.com/
brands/optia/heli-coil
Lifting Equipment
www.heinwerner-automotive.com
Induction Heater Tools
www.theinductor.com

TOOLS AND EQUIPMENT
ATTACHMENT A 145
Battery Tools
Lifting Equipment
Shop Cooling Air Compressors
Air Compressors • Air Tools and Accessories • Battery Tools • Brake Tools • Cooling and Brake Fittings/Tools • Drill Accessories, Rivets and Extractors • Generators • Grease/Lube Tools • Hand and Specialty Tools • Heavy Duty Diagnostic Tools • Lifting Equipment• Lighting • Power Tools • Service Machines • Shop Heating/Cooling • Tire Repair Tools • Tool Storage • Welding Equipment • Wheel Service www.midtronics.com
www.omegalift.com
www.portacool.com www.powermate.com/air_compressors
Heavy Duty Diagnostic Tools
www.otctools.com
Service Machines
www.us.mahle.com
Grease Guns, Fluid Pumps, Grease and Lube
Accessories
www.lubrimatic.com
Hand and Specialty Tools
www.lislecorp.com
Air Tools and Accessories, Grease/Lube Tools
www.lincolnindustrial.com

TOOLS AND EQUIPMENT
Power Tools Service Machines
www.milwaukeetool.com www.motorvac.com
®
Air Tools and Accessories, Tire Repair Tools
www.miltonindustries.com
ATTACHMENT A 146
Grease/Lube Tools
Lifting Equipment, Wheel Service Air Tools and Accessories, Grease/Lube Tools Air Compressors • Air Tools and Accessories • Battery Tools • Brake Tools • Cooling and Brake Fittings/Tools • Drill Accessories, Rivets and Extractors • Generators • Grease/Lube Tools • Hand and Specialty Tools • Heavy Duty Diagnostic Tools • Lifting Equipment• Lighting • Power Tools • Service Machines • Shop Heating/Cooling • Tire Repair Tools • Tool Storage • Welding Equipment • Wheel Service www.rotarylift.com www.samsoncorporation.com
www.tuthill.com
®
Cooling and Brake Fittings/Tools
www.surrauto.com
Battery Tools
www.cloreautomotive.com
Diagnostics
www.texa.com
Compressed Air Fluid Sprayers
www.sureshotsprayer.com
Service Machines
www.robinair.com/automotive
Diagnostic Leak Protection
www.redlinedetection.com
Wheel Service
www.bendpak.com
Air Tools and Accessories
www.advancepro.com
Brake Tools
www.procutusa.com

TOOLS AND EQUIPMENT
ATTACHMENT A 147
Body Fillers, Brake Cleaners, Fiberglass Repair,
Filler Hardeners, Sand Paper,
Tape and Adhesives, Weatherstripping
Brake Cleaner, Brake Fluid, Headlights/Forward Lighting, Wiper Blades Brake Cleaners, Lubricants, Penetrants and Maintenance Chemicals
Cooling System Repair, Fluid Oil System Body Fillers, Body Tools/Accessories Repair, Transmission Treatments
Weatherstripping Body Tools/Accessories Leak Repair, Transmission Treatments

TOTAL SHOP
Auxiliary Lighting • Body Fillers • Body Hardware • Body Tools/Accessories • Brake Cleaners • Brake Fluid • Diesel Additives • Engine Degreasers • Fiberglass Repair • Filler Hardeners • Fuel and Oil Additives • Gear Oil • Grease • Hand Cleaners • Headlights/Forward Lighting • Hydraulic Fluid • Lubricants, Penetrants and Maintenance Chemicals • Power Steering Fluid/Treatment • Sand Paper • Tape and Adhesives • Transmission Treatments • Weatherstripping • Wiper Blades 888-364-3577
www.3M.com
888-346-7888
www.ameriseal.us
410-773-7800
www.apextoolgroup.com
855-797-7975
www.barsleaks.com
877-280-5965
www.advancepro.com 800-556-5074
www.crcindustries.com
888-364-3577
www.3m.com
888-863-0426
www.gobdp.com
Carquest • Carquest Wearever • Carquest XtraClear Wipers Lubricants, Penetrants and
Maintenance Chemicals
Wiper Blades
Diesel Additives
800-858-6605
www.blastercorp.com
888-715-3616
www.boschautoparts.com
800-323-5440
www.peakhd.com
ATTACHMENT A 148
Engine Degreaser, Diesel Additives, Gear Oil, Grease, Hydraulic Fluid, Power Steering Fluid 877-280-5965
www.advancepro.com
Tape and Adhesives Transmission Treatments
Brake Parts Cleaners, Engine Degreasers
Lubricants, Penetrants and
Maintenance Chemicals
Diesel Additives
Hand Cleaners Hand Cleaners Tape and Adhesives
877-376-2839
www.permatex.com
800-321-9647
www.gojo.com
800-966-3458
www.gorillatough.com
800-556-5074
www.crcindustries.com/products/
k-w.html
888-898-7834
www.itape.com
877-464-4865
www.gunk.com
704-821-7643
www.liquidwrench.com
800-530-6935
www.k-100.com

TOTAL SHOP
Auxiliary Lighting • Body Fillers • Body Hardware • Body Tools/Accessories • Brake Cleaners • Brake Fluid • Diesel Additives • Engine Degreasers • Fiberglass Repair • Filler Hardeners • Fuel and Oil Additives • Gear Oil • Grease • Hand Cleaners • Headlights/Forward Lighting • Hydraulic Fluid • Lubricants, Penetrants and Maintenance Chemicals • Power Steering Fluid/Treatment • Sand Paper • Tape and Adhesives • Transmission Treatments • Weatherstripping • Wiper Blades Body Fillers, Fiberglass Repair
513-489-7600
www.evercoat.com
Body Tools/Accessories
800-247-3270
www.duplicolor.com
ATTACHMENT A 149
Gear Oil, Grease
800-662-4525
www.mobil.com
Body Hardware
800-336-3575
www.dormanproducts.com
Diesel Additives
Adhesives, Compounds, Sealants,
Specialty Maintenance
Adhesives, Compounds, Sealants,
Specialty Maintenance
Antifreeze/Coolant, Brake Fluid,
Hydraulic Fluid
Antifreeze/Coolant, Brake Fluid, Washer Fluid, Wiper Blades Power Steering Fluid/Treatment
Auxiliary Lighting, Trailer Lighting
800-364-5483
www.optronicsinc.com
800-643-9089
www.powerservice.com
877-376-2839
www.permatex.com
877-376-2839
www.perfectequipment.com/us
800-526-4066
www.pentosin.net
855-888-1990
www.rainx.com
888.269.0750
www.prestone.com

TOTAL SHOP
Auxiliary Lighting • Body Fillers • Body Hardware • Body Tools/Accessories • Brake Cleaners • Brake Fluid • Diesel Additives • Engine Degreasers • Fiberglass Repair • Filler Hardeners • Fuel and Oil Additives • Gear Oil • Grease • Hand Cleaners • Headlights/Forward Lighting • Hydraulic Fluid • Lubricants, Penetrants and Maintenance Chemicals • Power Steering Fluid/Treatment • Sand Paper • Tape and Adhesives • Transmission Treatments • Weatherstripping • Wiper Blades Fuel and Oil Additives, Gear Oil, Grease,
Power Steering Fluid/Treatment,
Transmission Treatments
800-342-2512
www.lucasoil.com
Crash Parts, Headlights/Forward Lighting
909-822-3288
www.maxzone.com
Transmission Treatments
800-333-5823
www.lubegard.com
ATTACHMENT A 150
Tire and Wheel
888-457-5463
www.slime.com
Fuel and Oil Additives,
Transmission Treatments
952-938-4811
www.seafoamsales.com
Brake Cleaners, Brake Fluid, Gear Oil, Grease, Hand Cleaners Lubricants, Penetrants and Maintenance
Chemicals, Power Steering Fluid/Treatment
Auxilary Lighting, Driving Lights,
Headlights/Forward Lighting
Wiper Blades
Lubricants, Penetrants and
Maintenance Chemicals
Diesel Additives, Fuel and Oil Additives
888-464-7871
www.stp.com
Lubricants, Penetrants and
Maintenance Chemicals
800-544-4828
www.sylvania.com
888-565-9632
www.tricoproducts.com
888-324-7596
www.wd40.com
888-324-7596
31inc.com/
877-I BUY ZEP
www.zep.com
800-832-6825
www.valvoline.com

Give Form to the
requester. Do not
send to the IRS.

Print or type.

See Specific Instructions on page 3.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.

Individual/sole proprietor or
single-member LLC
C Corporation S Corporation Partnership Trust/estate
Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶ Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.

Other (see instructions) ▶
4 Exemptions (codes apply only to
certain entities, not individuals; see
instructions on page 3):

Exempt payee code (if any)
Exemption from FATCA reporting
code (if any)
(Applies to accounts maintained outside the U.S.)
5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code
Requester’s name and address (optional)
7 List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.

Social security number
– –
or
Employer identification number
–
Part II Certification
Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign
Here Signature of
U.S. person ▶ Date ▶
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)
• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

Cat. No. 10231X Form W-9 (Rev. 10-2018)
Advance Stores Company, Incorporated Advance Auto Parts ✔ 4200 Six Forks Rd Raleigh, NC 27609 5 4 0 1 1 8 1 1 0
1/3/2023
ATTACHMENT A 154
Form W-9 (Rev. 10-2018) Page 2
By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or
• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.
• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;
• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and
• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding
What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the instructions for Part II for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding.

See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information
You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

ATTACHMENT A 155
Form W-9 (Rev. 10-2018) Page 3
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions
Line 1
You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.
a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.
b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C
corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.
d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.
e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9.

This is the case even if the foreign person has a U.S. TIN.

Line 2
If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3
Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.

IF the entity/person on line 1 is
a(n) . . .

THEN check the box for . . .
• Corporation Corporation
• Individual
• Sole proprietorship, or
• Single-member limited liability
company (LLC) owned by an
individual and disregarded for U.S.
federal tax purposes.

Individual/sole proprietor or singlemember LLC
• LLC treated as a partnership for
U.S. federal tax purposes,
• LLC that has filed Form 8832 or
2553 to be taxed as a corporation,
or
• LLC that is disregarded as an
entity separate from its owner but
the owner is another LLC that is
not disregarded for U.S. federal tax
purposes.

Limited liability company and enter
the appropriate tax classification.
(P= Partnership; C= C corporation;
or S= S corporation)
• Partnership Partnership
• Trust/estate Trust/estate
Line 4, Exemptions
If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.
• Generally, individuals (including sole proprietors) are not exempt from backup withholding.
• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)
2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities
5—A corporation
6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession
7—A futures commission merchant registered with the Commodity Futures Trading Commission
8—A real estate investment trust
9—An entity registered at all times during the tax year under the Investment Company Act of 1940
10—A common trust fund operated by a bank under section 584(a) 11—A financial institution
12—A middleman known in the investment community as a nominee or custodian
13—A trust exempt from tax under section 664 or described in section 4947
ATTACHMENT A 156
Form W-9 (Rev. 10-2018) Page 4
The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for . . . THEN the payment is exempt
for . . .

Interest and dividend payments All exempt payees except for 7
Broker transactions Exempt payees 1 through 4 and 6
through 11 and all C corporations.

S corporations must not enter an
exempt payee code because they
are exempt only for sales of
noncovered securities acquired
prior to 2012.

Barter exchange transactions and
patronage dividends
Exempt payees 1 through 4
Payments over $600 required to be
reported and direct sales over
$5,0001
Generally, exempt payees
1 through 52
Payments made in settlement of
payment card or third party network
transactions
Exempt payees 1 through 4
1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)
E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state
G—A real estate investment trust
H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940
I—A common trust fund as defined in section 584(a)
J—A bank as defined in section 581
K—A broker
L—A trust exempt from tax under section 664 or described in section 4947(a)(1)
M—A tax exempt trust under a section 403(b) plan or section 457(g) plan
Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5
Enter your address (number, street, and apartment or suite number).

This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6
Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately.

To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213.

Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments.

You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

ATTACHMENT A 157
Form W-9 (Rev. 10-2018) Page 5

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983.

You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or
distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account: Give name and SSN of:

1. Individual The individual

2. Two or more individuals (joint
account) other than an account
maintained by an FFI
The actual owner of the account or, if
combined funds, the first individual on
the account1

3. Two or more U.S. persons
(joint account maintained by an FFI)
Each holder of the account

4. Custodial account of a minor
(Uniform Gift to Minors Act)
The minor2

5. a. The usual revocable savings trust
(grantor is also trustee)
b. So-called trust account that is not
a legal or valid trust under state law
The grantor-trustee1
The actual owner1

6. Sole proprietorship or disregarded
entity owned by an individual
The owner3

7. Grantor trust filing under Optional
Form 1099 Filing Method 1 (see
Regulations section 1.671-4(b)(2)(i)
(A))
The grantor*
For this type of account: Give name and EIN of:

8. Disregarded entity not owned by an
individual
The owner

9. A valid trust, estate, or pension trust Legal entity4

10. Corporation or LLC electing
corporate status on Form 8832 or
Form 2553
The corporation

11. Association, club, religious,
charitable, educational, or other taxexempt organization The organization

12. Partnership or multi-member LLC The partnership

13. A broker or registered nominee The broker or nominee For this type of account: Give name and EIN of:

14. Account with the Department of
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
The public entity

15. Grantor trust filing under the Form
1041 Filing Method or the Optional
Form 1099 Filing Method 2 (see
Regulations section 1.671-4(b)(2)(i)(B))
The trust
1 List first and circle the name of the person whose number you furnish.

If only one person on a joint account has an SSN, that person’s number must be furnished.
2 Circle the minor’s name and furnish the minor’s SSN.
3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.
4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.
*Note: The grantor also must provide a Form W-9 to trustee of trust.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft
Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes.

Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

ATTACHMENT A 158
Form W-9 (Rev. 10-2018) Page 6
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at [email protected] or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338).

If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.

Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information.

Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer.

Certain penalties may also apply for providing false or fraudulent information.

ATTACHMENT A 159
5 (Rev. 9.30.22)

EXHIBIT B

INSURANCE REQUIREMENTS
Not Applicable
ATTACHMENT A 160
Pricing available upon request.

ATTACHMENT A 161
7 (Rev. 9.30.22)

EXHIBIT D

SPECIAL FUNDING TERMS AND CONDITIONS
Not Applicable
ATTACHMENT A 162

COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:

1. Cooperative/Piggyback
Name:

OMNIA Partners / University of California
2018.000208

2. Contractor: Fastenal

3. Cooperative Agency
Agreement Name and
Agreement Number:

Maintenance, Repair, Operations (MRO) Supplies
and Related Services, Agreement number
2018.000208

4. Cooperative Agency Initial
Agreement Term:

Start Date: July 1, 2018
End Date: June 30, 2026

5. Cooperative Agency’s
Agreement-Options to
extend:

Two (2) additional one-year extensions
UC may renew the Agreement according to policy for
two more years with a maximum contract term of 10
years.

6. Cooperative Agency
Amended Term:

Amendment 3

7. Cooperative Agency
Remaining Options to
Renew:

The City hereby exercises its option to renew the
contract for the period of July 1, 2024 through June
30, 2026

8. City of Stockton
Cooperative Purchase
Agreement Term:

Start Date: Date of signing of this agreement
End Date: June 30, 2026

9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:

Not to Exceed $235,000.00 for the term of the
Agreement.

The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement (“Agreement”).

ATTACHMENT B 163
Contractor shall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card (credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.

1. Agreement Term: The Term of this Agreement shall remain in effect from date of the signing of this Agreement through June 30, 2026 unless terminated earlier by the City.

3. Compensation: City and Contractor do hereby enter into this Agreement for maintenance, repair, operations (MRO) Supplies and related services available in the above-named COOP and associated documents incorporated herein as Exhibit A and referenced in the attached quote Exhibit C. In no way, shall payment to the Contractor during the term of this Agreement exceed Not to Exceed $235,000.00 for the term of the Agreement. for the purchase of maintenance, repair, operations (MRO) Supplies and related. Any person signing this Agreement on behalf of City or Contractor does warrants that he or she has full authority to do so.

6. Special Funding. If Special Funding is applicable, Exhibit D – Special Funding Terms & Conditions are incorporated herein.

ATTACHMENT B 164
ATTACHMENT B 165

EXHIBIT A
(See below)

ATTACHMENT B 166
Revised 9/30/15 Page 1of 5
As a result of Request for Proposal # RFP-MRO-UCSystemWide-Jan312018 for Maintenance Repair and Operations (MRO) Supplies and Related Services, the Agreement to furnish certain goods and services described herein and in the documents referenced herein (“Goods and/or Services”) is made by and between The Regents of the University of California, a California public corporation (“UC”) on behalf of the University of California and the supplier named below (“Supplier”). This Agreement is binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority.

1. Statement of Work
Supplier agrees to perform the Services listed in the statement of work attached as Attachment A (“Statement of Work”) and any other documents referenced in the Incorporated Documents section herein, at the prices set forth in the Statement of Work and any other documents referenced in the Incorporated Documents section herein. Unless otherwise provided in the Agreement, UC will not be obligated to purchase a minimum amount of Goods and/or Services from Supplier.

2. Term of Agreement/Termination
a) The initial term of the Agreement will be from July 1, 2018 and through June 30, 2023 (Initial Term) and is subject to earlier termination as provided below. UC may renew the Agreement for Two (2) successive One (1) -year periods (each, a Renewal Term), by providing Supplier with at least Thirty (30) calendar days’ written notice before the end of the Initial Term or any Renewal Term. b) UC may terminate the Agreement for convenience by giving Supplier at least Thirty (30) calendar days' written notice.
c) UC or Supplier may terminate the Agreement for cause by giving the other party at least Fifteen (15) days' notice to cure a breach of the Agreement (Cure Period). If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may immediately terminate the Agreement.

3. Purchase Order; Advance Payments
Unless otherwise provided in the Agreement, Supplier may not begin providing Goods and/or Services until UC approves a Purchase Order for the Goods and/or Services.

4. Pricing, Invoicing Method, and Settlement Method and Terms Refer to Statement of Work or Purchase Order for Pricing. For system wide agreements, each UC Location will specify the Invoicing Method and Payment Options that will apply, taking into account the operational capabilities of Supplier and the UC Location. See UC’s Procure to Pay Standards http://www.ucop.edu/procurementservices/_files/Matrix%20for%20website.pdf for the options that will be considered. In the case of systemwide agreements, each UC Location will specify these terms in a Statement of Work or Purchase Order, as the case may be.

Supplier will submit invoices following the designated invoice method directly to UC Accounts Payable Departments at each UC Location, unless UC notifies the Supplier otherwise by amendment to the Agreement.

Purchasing Agreement # 2018.000208
DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT B 167
Purchasing Agreement # 2018.000208

Page 2 of 5 ends

Settlement Method and Terms
Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, the Settlement Method and Terms will be as follows: Settlement Matrix Option 1. ACH 2%10 Net 30 or Virtual/Ghost Card

5. Notices
As provided in the UC Terms and Conditions of Purchase, notices may be given by overnight delivery or by certified mail with return receipt requested, at the addresses specified below. Additionally, notices by Email will be considered legal notice if such communications include the following text in the Subject field:

To UC, regarding contract issues not addressed above:

Name Adrian Ferreira
Phone 858-534-5618
Email [email protected]
Address 7835 Trade Street
San Diego, CA 92121
To Supplier:

Name Kevin Fitzgerald
Phone 757-679-9068
Email [email protected]
Address 2001 Theurer Blvd.

Winona MN, 55987

6. Intellectual Property, Copyright and Patents
/___/ The Goods and/or Services involve Work Made for Hire /_X_/ The Goods and/or Services do not involve Work Made for Hire

7. Patient Protection and Affordable Care Act (PPACA)
/___/ Because the Services involve temporary or supplementary staffing, they are subject to the PPACA warranties in the T&Cs.
/_X_/ The Services do not involve temporary or supplementary staffing, and they are not subject to the PPACA warranties in the T&Cs.

8. Prevailing Wages
/_X_/ Supplier is not required to pay prevailing wages when providing the Services.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT B 168
Purchasing Agreement # 2018.000208

Page 3 of 5 ends

9. Fair Wage/Fair Work
/___/ Supplier is not required to pay the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) when providing the Services.

10. Restriction Relating to Consulting Services or Similar Contracts – Follow-on Contracts
Please note a Supplier that is awarded a consulting services or similar contract cannot later submit a bid or be considered for any work “required, suggested, or otherwise deemed appropriate” as the end product of the Services (see Public Contract Code Section 10515).

11. Insurance
Deliver the Certificate of Insurance to UC’s Buyer, by mail or overnight delivery. Additionally, this requirement will be considered satisfied if a PDF version of the Certificate of Insurance is sent by Email and includes the following text in the Subject field: CERTIFICATE OF INSURANCE – FASTENAL COMPANY

12. Records about Individuals
Records created pursuant to the Agreement that contain personal information about individuals (including statements made by or about individuals) may become subject to the California Information Practices Act of 1977, which includes a right of access by the subject individual. While ownership of confidential or personal information about individuals is subject to negotiated agreement between UC and Supplier, records will normally become UC’s property, and subject to state law and UC policies governing privacy and access to files. When collecting the information, Supplier must inform the individual that the record is being made, and the purpose of the record. Use of recording devices in discussions with employees is permitted only as specified in the Statement of Work.

13. Cooperative Purchasing
Supplier agrees to extend pricing and Goods and/or Services to the California State University institutions (CSU), California Community Colleges (CCC) and agencies nationwide registered with National Intergovernmental Purchasing Alliance Company (“National IPA”) under the terms of the Agreement. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility except as outlined in the above referenced RFP.

Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual CSU, CCC or Participating Agencies will be addressed, administered, and resolved by each CSU or CCC campus or Participating Agency.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT B 169
Purchasing Agreement # 2018.000208

Page 4 of 5 ends

14. Incorporated Documents
The following documents are incorporated and made a part of the Agreement by reference as if fully set forth herein, listed in the order of precedence following the Agreement:
a) Statement of Work – Attachment A
b) UC Terms and Conditions of Purchase, dated 11/29/17
c) Attachment B – Appendix Electronic Commerce
d) UC Request for Proposal# RFP-MRO-UCSystemWide-Jan312018 (“RFP”) and e) Supplier’s responses thereto submitted on or about March 26, 2018 (“RFP Response”) f) Attachment C – Related Services
g) Attachment D – Category Discount Pricing
h) Attachment E– National Market Basket
i) Attachment F – FAST Solutions Bin Stock Agreement
j) Attachment G – FAST Solutions Onsite Agreement
k) Attachment H – FAST Solutions Vending Agreement
l) Attachment I – Supply Agreement
m) Attachment J – National IPA Requirements
n) Attachment K – UC Participating Entities
o) Attachment L – CSU Participating Entities
p) Attachment M – CCC Participating Entities
q) Attachment N – AICCU Participating Entities
r) Attachment O - Sustainability Specifications
DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT B 170
Purchasing Agreement # 2018.000208

Page 5 of 5 ends

15. Entire Agreement
The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior written or oral agreements with respect to the subject matter herein.

The Agreement is signed below by the parties’ duly authorized representatives.

This Agreement can only be signed by an authorized representative with the proper delegation of authority.

THE REGENTS OF THE FASTENAL COMPANY

UNIVERSITY OF CALIFORNIA
________________________________ ___________________________________ (Signature) (Signature)
________________________________ ___________________________________ (Printed Name, Title) (Printed Name, Title)
________________________________ ____________________________________ (Date) (Date)
Charles Miller, Executive Vice President
6/19/2018
DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 William Cooper AVP & Chief Procurement Officer
6/19/2018
ATTACHMENT B 171
ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK
This Statement of Work (“SOW”) is issued pursuant to Purchasing Agreement # 2018.000208 dated July 1, 2018 between UC and Supplier (“Agreement”).

1. Title and Description of the Scope of Goods and/or Services A complete and comprehensive offering of MRO supplies such as but not limited to appliances, material handling repairs, air filters, batteries, electrical, fasteners, hand tools, HVAC, lighting, lamps, ballast, fixtures, material handling repairs, motors, outdoor equipment, paint and equipment supplies, plumbing, pneumatic tools, power tools and accessories, safety, security, welding and soldering, public safety and any other miscellaneous MRO supplies offered by Supplier. Also include sourcing options for items not readily available.

Related Products and Services– A complete range of related products and services offered by Supplier including, but not limited to, supplier-managed inventory, vending machines, storehouse analytics, inventory management, safety training, and any other related services.

A. SCOPE:
a. UC Locations. Supplier agrees to extend the pricing basis, terms and conditions of the Agreement to all UC locations Supplier will make available to any UC location its improved pricing basis, terms or conditions resulting from increased usage or aggregation of activity by multiple UC locations. All contractual administration issues (e.g. terms and conditions, extensions, and renewals), operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual UC locations will be addressed, administered, and resolved by each UC location. Any delay in payment or other operational issue involving one UC location will not adversely affect any other UC location.
b. California State University System. Supplier agrees to extend pricing and services to the California State University institutions (CSU) under the terms of the Agreement. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility. Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual CSU campuses will be addressed, administered, and resolved by each CSU campus. c. California Community Colleges. Supplier agrees to extend pricing and services to the California Community Colleges (CCC) under the terms of the Agreement. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility. Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual CCC campuses will be addressed, administered, and resolved by each CCC campus.

2. Term of SOW
This SOW will begin on July 1, 2018 (“Effective Date”) and continue through June 30, 2023. This SOW may not be renewed or otherwise amended except through a Change Order pursuant to the Change Management section below.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT B 172
ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

Page 2 of 11 ends

3. Key Tasks and Activities, Deliverables and Completion Timeframe Supplier Obligations
Task Activities Deliverables Completion Date
or Timeframe
1 Sales Report
Provide Quarterly Sales
report for all CHESS sales
transaction.

Exhibit XQuarterly Report Quarterly
2 Service Level
Agreement
Report
Report in which outlines the
details and supplier
performance specificed in
SLA.

SLA Report Quarterly
3 Green Spend
Report
Report in which outlines the
total sales classified as
“green and or sustainable ”
Green Spend
Report Quarterly

4. Key Personnel
Supplier’s Account Manager is listed below, is subject to UC approval, and has overall responsibility for managing the UC/Supplier relationship:

Name Kevin Fitzgerald
Phone 757-679-9068
Email [email protected]
Address 2001 Theurer Blvd.

Winona MN, 55987
Supplier’s Account Management Team is:

Name Erik McKenna
Title Director Government Sales – West
Phone 360-220-5683
Email [email protected]
Name Justin Burke
Title Government Sales Manager
Phone 916-612-7034
Email [email protected]

5. Reporting Requirements
Supplier agrees to provide other reports as reasonably requested by UC during the Term of the Agreement and any extension(s) to the Term at no additional cost to UC.

DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT B 173
ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

Page 3 of 11 ends

6. Service Level Agreement (SLA)
During the term of this Master Agreement and any extension(s) of such term, Supplier agrees to the following Service Metrics details and specifications. UC service standards provides guarantees that Supplier shall consistently adhere to the standards for all Participating Locations:

6.1 Stock Item Delivery: Orders placed before 5:00 p.m. local time will ship the same day for next day delivery for items that are stocked within our local distribution footprint of Fastenal branches.

6.2 Non Stock Item Delivery: Supplier shall place the order on the same day it receives the order from a Location. Supplier shall then deliver the Product the next day after Supplier's receipt of the item unless the item is shipped direct to the ordering Location from the Manufacturer.

6.3 Fill Rate: 98% order fill rate; 98% line fill rate

6.4 Returns: Full credit guaranteed on any return regardless of reason if within thirty (30) days of receipt with receipt, invoice, packing slip or similar documentation.

6.5 Return Pick-up: Pick-up will occur within five (5) days from request. Return time frame begins as of date of request for pick-up.

6.6 Credits: Full credit issued in same form as payment and referencing the original purchase order number.

6.7 Report Requests: Standard reports will be generated at the CHESS and Location or Participating Agency level quarterly or as necessary to track compliance.

6.8 Delivery Accuracy: 98% calculated based on percent of entire order fulfilled accurately.

6.9 On-Time Delivery: 98% calculated based upon the percent of the entire order arriving at the customer's required time.

6.10 Invoice/Billing Accuracy: 99%

6.11 Customer Service Satisfaction: Average score of 3.75 or better on a 5 point scale.

6.12 Quote Turnaround: 24 hours.

6.13 Response Time: Emergency Calls 1 hour; Non-Emergency Calls 4 business hours; Emergency Resolution Time Best efforts until issue is resolved
The minimum service standards set forth above recognize that occasional errors are likely; however, Supplier further agrees to use its best efforts to achieve 100% of service levels. Should the service levels fall below the minimum standards and Supplier does not take corrective action within fourteen (14) days following UC written notification, UC reserves the right to terminate the Agreement immediately.

7. Pricing and Invoicing Method
Pricing is addressed below. The Invoicing Method and Terms are addressed in the applicable Agreement.

As regards Invoicing Method and Terms, the terms of the applicable Agreement will take precedence over any conflicting terms in this Statement of Work.

7.1 Pricing:
a. National Market Basket, which is also referred to as the Market Basket – Provides for the deepest discounts on a variety of products to agencies nationwide. Pricing on the National Market Basket shall be provided to all Participating Agencies. Please refer to Attachment H – National Market Basket
b. Customized Market Basket - In addition to the National Core List, Custom Market Basket of up to One Thousand Five Hundred (1500) skus pricing will be held for a period of one (1) year, evaluation and selection of items will be mutually agreed upon. Supplier(s) will support a Participating Agency, if assistance is needed to create a Customized Market Basket that brings greatest value.
c. Category Discount – All percentage-off discounts for Catalog Pricing shall be deducted from the list price in effect at the time the Catalog Product is purchased by UC from DocuSign Envelope ID: 028E053C-8A1D-4DFD-B34F-3B09DF0CE566 ATTACHMENT B 174
ATTACHMENT A TO PURCHASING AGREEMENT # 2018.000208

STATEMENT OF WORK

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City Council and Concurrent AuthoritiesNovember 19, 2024

City Council and Concurrent Authorities
November 19, 2024