City of Palo Alto General Services Agreement 1 Rev. April 9, 2025
CITY OF PALO ALTO CONTRACT NO. C26195803
GENERAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into on the 1st day of January, 2026, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“ CITY”), and GENIUNE PARTS COMPANY dba NAPA AUTO PARTS, a Georgia Corporation, located at 2999 Wildwood Parkway, Atlanta, Georgia, 30339, Telephone Number: (303)799-1965 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows:
1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The tota l price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 5 of this Agreement. CONTRACTOR shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section
5. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement:
“A” – Scope of Services
“B” – Schedule of Performance
“C” – Schedule of Fees
“D” – Insurance Requirements
“E” – Sourcewell Contract No. 090624-GPC with Genuine Auto Parts Company dba NAPA Auto Parts
“F” – Cybersecurity Terms and Conditions
CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.
3. TERM.
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City of Palo Alto General Services Agreement 2 Rev. April 9, 2025
The term of this Agreement is from January 1, 2026 to December 31, 2031 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.
4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the sc hedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement.
5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:
T h e t o t a l m a x i m u m l u m p s u m c o m p e n s a t i o n o f d o l l a r s ( $ ) ; OR
T h e s u m o f d o l l a r s ( $ ) p e r h o u r , n o t t o e x c e e d a t o t a l m a x i m u m c o m p e n s a t i o n a m o u n t o f d o l l a r s ( $ ) ; OR
A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Six Million Two Hundred Thirty-Eight Thousand Ei ght Hundred Thirty-Two dollars ($6,238,832).
CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.
C I T Y h a s s e t a s i d e t h e s u m o f d o l l a r s ( $ ) f o r A d d i t i o n a l Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee.
CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a nego tiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amou nt set forth above for Additional Services. Payment for Additional Services is subject to all requirements and $"
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City of Palo Alto General Services Agreement 3 Rev. April 9, 2025
restrictions in this Agreement.
6. COMPENSATION DURING ADDITIONAL TERMS.
CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR
CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a perc entage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland- San Jose ar ea, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR’s compensation rates shall be reflected in a written amendment to this Agreement.
7. CLAIMS PROCEDURE FO R “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Projec t” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind . Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”.
This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix __, attached hereto and incorporated herein.
OR
This project is not a 9204 Public Works Project.
8. INVOICING. Send all invoices to CITY, Attention: Fleet Manager. The Fleet Manager is: Danitra Bahlman, Dept.: Public Works, Telephone: (650)496-5920, E- mail: [email protected]. Invoices shall be submitted in arrears $"
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City of Palo Alto General Services Agreement 4 Rev. April 9, 2025
for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to veri fication by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt.
GENERAL TERMS AND CONDITIONS
A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includ es and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits.
B. QUALIFICATIONS . CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the serv ices described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perf orm the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications.
CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations.
C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement.
D. SUBCONTRACTORS. Except as permitted under the last paragraph in Exhibit C (Schedule of Fees), CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors . For the avoidance of any doubt, and except as provided under the last paragraph in Exhibit C (Schedule of Fees), the parties agree that the term “subcontractors” shall specifically exclude all third-party suppliers and manufacturers of the products sold hereunder and all third-party delivery service providers (i.e. UPS and FedEx).
E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicab le to the conduct of CONTRACTOR’s business.
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City of Palo Alto General Services Agreement 5 Rev. April 9, 2025
F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws , ordinances, regulations, and orders.
G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipa l Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimu m wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62 .030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.
H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Servic es. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them.
I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all NAPA branded materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any NAPA branded material or service not in compliance with these warranties, including incomplete, inaccurate, or defective NAPA branded material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services or delivery of the NAPA branded materials, goods and equipment and shall survive the completion of the Services or delivery of NAPA branded materials, goods and equipment for a period of one (1) year (including following termination of this Agreement). In addition, all automotive parts supplied pursuant to this Agreement are subject to the terms of written warra nties provided by the manufacturer of each part, and CONTRACTOR shall use reasonable commercial efforts to assist the $"
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City of Palo Alto General Services Agreement 6 Rev. April 9, 2025
CITY in processing all warranty claims that the CITY may have against the manufacturer. Copies of the manufacturers’ warranties for all materials, goods, and equipment will be available to the CI TY upon request. With respect to non- NAPA branded materials, goods and equipment, the manufacturer’s warranty will be the sole and exclusive remedy for th e CITY in connection with any claims concerning such non-NAPA branded materials, goods and equipment supplied to the CITY pursuant to this Agreement. ALL OTHER WARRANTIES, BOTH EXPRESS
AND IMPLIED, INCLUDING ANY IMPLIED WA RRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED FOR NON-NAPA BRANDED MATERIALS, GOODS AND EQUIPMENT.
J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONT RACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement.
K. CITY’S PROPERTY. Any non-confidential reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. For the avoidance of any doubt, the parties agree that all intellectual property rights owned by CONTRACTOR will remain owned by CONTRACTOR and will not become the property of the CITY hereunder. If and to the extent that any reports, information, data or other material that CONTRACTOR has marked as confidential are subject to disclosure pursuant to a lawful subpoena, court order, or public records request under applicable federal, state or local public records laws, the CITY may disclose such information or materials to the extent required thereby.
In the event CITY receives a subpoena, court order, or public records law request covering reports, information, data or other material that CONTRACTOR has marked as confidential, then prior to disclosing such information or materials, the CITY shall provide prompt written notice to CONTRACTOR of such subpoena, court order, or request, if legally permissible, in order to allow time for the CONTRACTOR to take legal action to prevent disclosure if CONTRACTOR so chooses. Nothing herein shall require CITY to take any action, or to refuse to disclose information or materials, where to do so would violate applicable law.
L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CO NTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement.
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City of Palo Alto General Services Agreement 7 Rev. April 9, 2025
M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement.
N. INSURANCE. CONTRACTOR, at its sole cost, sh all purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A- :VII or higher and which are otherwise ac ceptable to CITY’s Risk Manager. In addition, all policies, endorsements, cert ificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile po licy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and CONTRACTOR will use commercially reasonable efforts to provide the CITY with at least 30 days prior written notice of the cancellation or modification of the insurance policies described herein to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement.
O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation an d administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution) (collectively, the “Losses”), arising out of, or resulting in any way from or in co nnection with the performance of this Agreement; provided, however, that the parties agree that CONTRACTOR shall not be obligated under any circumstances to indemnify, defend or harmless CITY, its council members, officers, employees or agents from any against any Losses arising from, resulting from, or attributable to: (I) the acts or omissions of any third party supplier or manufacturer of the products supplied hereunder and/or (ii) for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of $"
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City of Palo Alto General Services Agreement 8 Rev. April 9, 2025
indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement.
P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any pe rson because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial stat us, weight or height of such person.
CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Munici pal Code relating to Nondiscrimination Requirements and the penalties for violat ion thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
Q. WORKERS' COMPENSATION . CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of Califor- nia which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comp ly with such provisions, as applicable, before commencing and during the performance of the Services.
R. TERMINATION. The City Manager may terminate this Agreement without cause by giving thirty (30) days’ prior written notice thereof to CONTRACTOR. Likewise, CONTRACTOR may terminate this Agreemen t without cause by giving sixty (60) days’ prior written notice thereof to CITY. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager ma y terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. Likewise, if the CITY fails to perform any of its material obligations under this Agreement and such failure is not cured within thirty (30) days following receipt of written notice thereof, in addition to all other remedies provided by law, CONTRACTOR may terminate this Agreement immediately upon written notice of termination. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement.
Upon termination, CITY shall allow CONTRACTOR full and unrestricted access to enter into the on-site store and immediately remove all equipment and other items owned by CONTRACTOR without being guilty of trespass or any other violations of the law. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of inventory records, sales history, sales analysis and all other information ge nerated by CONTRACTOR under this Agreement, whether or not completed, prepared by CONTRACTOR or given to $"
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City of Palo Alto General Services Agreement 9 Rev. April 9, 2025
CONTRACTOR, in connection with this Agre ement. Such materials shall become the property of CITY.
S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY and CONTRACTOR.
T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises.
U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California.
V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respec t to the products and services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statemen ts, negotiations and undertakings whether oral or written.
W. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the fo llowing fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are av ailable at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. $"
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CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Progra m. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements:
x All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double- sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-con sumer material and printed with vegetable based inks.
x Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Respon sibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office.
x Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
Z. PREVAILING WAGES
This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.
OR
Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Re gulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and $"
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City of Palo Alto General Services Agreement 11 Rev. April 9, 2025
overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for th is Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any st aff or subcontractor hired, and shall pay the adopted prevailing wage rates as a mi nimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages.
AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions.
City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854.
CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.”
CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR.
CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including:
Keep accurate payroll records, showing the name, address, social security number, work classification, straight ti me and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project.
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City of Palo Alto General Services Agreement 12 Rev. April 9, 2025
The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively.
At the request of CITY, acting by its pr oject manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request.
[For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project.
If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR.
Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records.
BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control.
CC. CONFIDENTIAL INFORMATION.
CC.1. In the performance of this Agreement, CONTRACTOR may have access to CITY’s Confidential Information (defined below). CONTRACTOR will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONTRACTOR will maintain reasonable and appropriate administrative,
technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONTRACTOR may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONTRACTOR’s obligations to CITY under this Agreement and for no other purpose, provided that the CONTRACTOR informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. $"
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CC.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONTRACTOR by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONTRACTOR can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONTRACTOR’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONTRACTOR from a third party without breach of any confidentiality obligation; (iv) is i ndependently developed by employees of CONTRACTOR without any use of or access to the Confidential Information; or (v) CONTRACTOR has written consent to disclose signed by an authorized representative of CITY.
CC.3.
Notwithstanding the foregoing, CONTRACTOR may disclose
Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONTRACTOR will notify CITY in writing of such order immediately upon re ceipt and prior to any such disclosure ( u n l e s s C O N T R A C T O R i s p r o h i b i t e d b y l a w f r o m d o i n g s o ) , t o g i v e C I T Y a n opportunity to oppose or otherwise respond to such order.
CC.4. CONTRACTOR will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal In formation, CONTRACTOR will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
CC.5.
Prior to or upon termination or expiration of this Agreement, CONTRACTOR will honor any request from th e CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and noth ing contained in this Agreement grants or confers any rights to such Confidential Information on CONTRACTOR.
CC.6.
If selected in Section 2 (Exhibits), this Agreement is also subject to the terms and conditions of the Cybersecurity Terms and Conditions.
[SIGNATURES ARE ON THE FOLLOWING PAGE]
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City of Palo Alto General Services Agreement 14 Rev. April 9, 2025 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO GENUINE PARTS COMPANY dba NAPA
AUTO PARTS
_________________________ By________________________________ City Manager or Designee
Name _____________________________
Title_______________________________
_________________________
Purchasing Manager or Designee
Approved as to form:
___________________________
By________________________________
N
ame Christopher T. Galla
Title Senior Vice President
City Attorney or Designee
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City of Palo Alto General Services Agreement 15 Rev. April 9, 2025
EXHIBIT A
SCOPE OF SERVICES
This Exhibit A (Scope of Services) of this Agreement between the CITY of Palo Alto and Genuine Parts Company dba NAPA Auto Parts (CONTRACTOR) details the on- site fleet parts and inventory program to be provided during the term of this Agreement per Section 3 (Term) herein.
1. DUTIES AND RESPONSIBILITIES OF CONTRACTOR. CONTRACTOR shall have the following duties and responsibilities during the term of this Agreement:
a) CONTRACTOR shall operate an on-site parts operation at the CITY’S Municipal Service Center, located at 3201 E. Bays hore Rd., Palo Alto, Ca. 94303, and provide the inventory as agreed upon by CONTRACTOR and the CITY. This includes operating and staffing a secu re on-site inventory storage facility (parts room), maintaining real-time trac king for all parts, fluids, equipment, and supplies, and ensuring stock availab ility for the City’s diverse fleet (e.g., light/heavy-duty trucks, sedans, emergency vehicles, and equipment).
b) CONTRACTOR shall supply OEM, aftermarket, and branded parts; source non- stock items promptly (including emergency procurements from competitors when necessary). Additional required services include warranty management, cores/returns processing, inventory reporting, and integration with the City’s fleet management software.
c) CONTRACTOR shall provide all personnel management, staff, parts and supplies necessary to run an efficient and effective on-site parts operation from 6:15 a.m. to 3:45 p.m. Monday through Fridays. Inventory must be stored in the City’s secure, climate-controlled facility with access restricted to Contractor staff. Cycle counts shall be conducted quarterly, with an annual physical inventory audit. A web-based portal must provide real-time stock checks, ordering, and reporting capabilities.
d) CONTRACTOR shall provide back-up em ergency service during non-working hours on an as-needed basis. This over time expense (calculated at time and one half) will be charged on a cost basis to the CITY and must be pre- approved by either the CITY’s Assistant Public Works Director, the Fleet Manager, or the Assistant Fleet Manager.
CONTRACTOR shall provide a list
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City of Palo Alto General Services Agreement 16 Rev. April 9, 2025
of personnel, including phone numbers, who will respond to emergency service requests.
e) CONTRACTOR shall supply all parts and shop supplies (including tires) necessary to maintain and repair the CITY’s fleet of vehicles and equipment and may include but not limited to Original Equipment Manufacturer (OEM) parts, aftermarket parts, small engine parts, agricultural parts, hydraulic hoses, fasteners, chemicals, tools and equipment and any other commodities including commercial plumbing, electrical, lumber and other related items/supplies determined by the CITY’s Fleet Manager. The CITY will have the ability to expand the scope of items required.
f) CONTRACTOR shall provide parts inventory to the Fleet Management facilities with accounting and security procedures. The on-site store location shall be appropriately secure d or otherwise maintained separate and apart from the business of the CITY. There shall be no intermingling of CITY parts or other inventory with CONTRACTOR’s parts or inventory.
Access to the secured on-site store shall be restricted to CONTRACTOR employees and authorized CONTRACTOR representatives only.
CONTRACTOR will assume all losses. CI TY employees, contractors or agents shall not be permitted to enter the secured on-site store area unless accompanied by a CONTRACTOR employee or other authorized CONTRACTOR representative.
g) All items/parts provided shall be new unless stated otherwise. CONTRACTOR agrees to provide any and all necessary documentation, including invoices from its suppliers, for all items provided to the CITY to ascertain basis for CITY payments to CONTRACTOR and for audi ting purposes upon request by the CITY.
h) CONTRACTOR shall provide a profit and loss statement of the parts operations to the CITY’s Fleet Manager on approximately the 25
th of each month.
i) CITY reserves the right to purchase parts and or services from other sources if CONTRACTOR cannot obtain the desire d part(s) by start of business day following CITY’s request, and in emergency situations. Emergency is defined as when a vehicle, or piece of equipmen t is down for repairs and needs to be repaired within 24 hours.
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City of Palo Alto General Services Agreement 17 Rev. April 9, 2025
j) CONTRACTOR shall accept industry standard cores of equal value for rebuilding where the parts are acceptable as core exchanges including water pumps, alternators, and starters . CONTRACTOR shall collect cores and returned items during new part deliveries and issue full credits monthly.
Returns are limited to ≤10% of total annual purchases and must be in saleable condition.
k) CONTRACTOR shall comply with all applicable environmental regulations (EPA, BAAQMD), safety standards (OSHA, BAR), and hazardous material/waste disposal laws.
l) CONTRACTOR shall have access to and control over sufficient inventory, either by CONTRACTOR’s on-site or off-site stock in its own warehouse, which must be within a thirty-minute driving distance from the on-site store location.
m) CONTRACTOR
shall furnish at least ninety (90%) percent of CITY’s
parts requirements on demand and the balance (10%) of CITY’s parts requirements within three (3) business days of request. CONTRACTOR shall provide CITY with cost information pertaining to the items provided to the CITY’s inventory and comprehensive activity reports from its computer database on a requested basis, as
defined by the CITY and reasonably
capable of being generated by CONTRACTOR’s system. The frequency of these reports will be as determined by the CITY.
n) CONTRACTOR shall at all times maintain current Material Safety Data Sheets (MSDS) for all chemical products purchased, and/or housed in the on- site store. MSDS binder(s) will be in a location available to all CITY staff.
o) CONTRACTOR shall provide parts that are equal to original equipment parts, supplies and equipment. All parts and components must meet OEM and the Society of Automotive Engineers specifications. CONTRACTOR will be required to supply OEM replacement parts upon request in lieu of aftermarket replacement parts.
p) CONTRACTOR shall not issue parts or supplies to CITY employees without a proper work order requisition. CONTRACTOR shall provide a receipt containing specific information with items delivered to CITY employees for each work order requisition. This receipt shall contain specific $"
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City of Palo Alto General Services Agreement 18 Rev. April 9, 2025
tracking information, i.e., equipment number, reference number, work order number, receiving employee name , parts quantities, part number and alpha description, price detail and any other data deemed necessary for effective tracking and accounting.
q) CONTRACTOR shall evaluate the usage history of its inventory of parts and supplies on a monthly basis to identify those items that should be removed from stock, added to stock, or remain in stock. CITY shall be notified a minimum of five working days in advance prior to parts being removed from inventory.
r) CONTRACTOR shall maintain warranty records of items sold to CITY and issue any credits including labor (based on CITY’s current labor rate) and parts, due to CITY that are covered under these warranties.
s) CONTRACTOR
shall pass through to CITY all available full
manufacturers warranties and guarantees of merchantability.
t) CONTRACTOR shall use current indust ry standards or better computer hardware and software to control and report on its operations and shall input all parts used into CITY’S Fleet Management Software. CONTRACTOR’s software control system shall interface with the CITY’s computer tracking system.
u) CONTRACTOR shall manage all inventory transactions through the CITY’S Fleet Management inventory management system provided by AssetWorks. CONTRACTOR shall provide sufficiently trained, knowledgeable and service-oriented personnel to efficiently and effectively operate the total parts function as detailed, including parts research requested by CITY staff.
v) CONTRACTOR will be responsible for any changes to the physical layout of non- affixed the parts room/storage areas, including security, however, Contractor is to make no changes to items affixed to the City’s building facilities or to the City’s building fac ilities themselves. Any changes made by Contractor to the non-affixed physical layout of the parts room/storage areas, including security, shall be approved in advance by the CITY’s Fleet Management and Facilities Management staff. Upon termination of this Agreement, within a reasonable time, CONTRACTOR may be required to $"
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City of Palo Alto General Services Agreement 19 Rev. April 9, 2025
restore the parts room/storage areas, including security, to such condition as existed prior to any changes made by Contractor, and to repair and to restore any damage caused by the Contractor’s permitted use of the area during the term of this Agreement, ordinary wear and tear excepted.
w) CONTRACTOR shall provide all necessary equipment required to successfully operate the on-site parts store, for instance, printers, office machines, phone, file cabinets, computers, software and other equipment as needed, including phone and data lines. CONTRACTOR shall provide computer ordering and cataloging for the on-site store.
x) CONTRACTOR shall provide all manufacturers’ temporary/seasonal special pricing discounts directly to the CI TY on the condition that such temporary/seasonal special pricing discounts: (i) are made known to CONTRACTOR by the applicable manufact urer or supplier and (ii) meet the supply chain goals mutually agreed upon between the CITY and CONTRACTOR, even if such discounts resu lt in pricing less than the then current CITY purchase price.
y) CONTRACTOR shall maintain security of information in order to safeguard confidentiality of undercover law enforcement vehicles, to include the special equipment inside these vehicles. Security is defined as prohibition on idle discussion about these vehicles, prohibition on tampering with these vehicles or their equipment and vehicle documentation remaining on CITY premises and secured at all times.
2. DUTIES AND RESPONSIBILITIES OF CITY. CITY shall have the following duties and responsibilities during the term of this Agreement:
a) The CITY shall provide, at its sole expense, usable space for CONTRACTOR’s on- site store and the inventory. The CITY shall provide access to restroom facilities for CONTRACTOR employees. Further, the CITY shall furnish at its sole expense, all utilities for the on-site store including water, sanitation, sewer, light, telephone, heat, gas, electricity, power and all other utilities and services rendered or delivered to the on-site store.
The CITY shall provide CONTRACTOR a safe work environment that is free from hostility, violence, and discrimination. CONTRACTOR reserves the right to terminate the contract immediately should CONTRACTOR
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City of Palo Alto General Services Agreement 20 Rev. April 9, 2025
encounter a hostile, violent, discriminatory, or unsafe work environment.
b) CITY shall, at all times during the term of this Agreement, at CITY’s sole expense, maintain in good condition and repair (so as to prevent any damage or injury to CONTRACTOR’s employees, the inventory or other personal property located in the on-site store) the roof, exterior walls, foundation, and structural portions of the on-site store and all portions of the electrical and plumbing system s lying outside of the on-site store but serving the on-site store.
c) CITY intends to use CONTRACTOR as its Primary Supplier, which means that the CITY shall purchase at least ninety percent (90%) of its inventory needs from CONTRACTOR. CITY reserves the right to purchase any item outside this Agreement where it is determined to be more economical or timely so long as the purchase of aforesaid part or parts does not result in CONTRACTOR no longer being CITY’s Primary Supplier in which case CONTRACTOR may terminate this Agreement.
d) CITY shall provide information regarding fleet changes to CONTRACTOR as soon as possible.
Fleet changes include but are not limited to the removal of types of vehicles from the fleet a nd the addition of new vehicles to the fleet.
3. ALTERNATIVE SUPPLIERS. The on-site store may be serviced by a CONTRACTOR Owned Store, or a CONTRACTOR Jobber (or “NAPA Jobber”) pursuant to an assignment and assumption agreement (“Assignment”) of this Agreement with the
CITY’s prior written consent as detailed under Section S (Assignments/Changes) herein, and accompanied by an assignment of Sourcewell Contract No. 100124 as detailed under Section 12 (Assignment, Transfer, and Administrative Changes) therein, each to the same assignee. Any Assignment of this Agreement will be on a form acce ptable to the CITY and will include the CITY signing as to CITY’s consent and as intended third party beneficiary thereto.
4. PERSONNEL. CONTRACTOR and the CITY shall attempt in good faith to mutually agree upon the identity of the person/s that will be selected to staff the on-site parts operation. If a CONTRACTOR employee has violated any CITY workplace policy provided to CONTRACTOR in writing, or has violated any applicable laws while on CITY’s premises, CONTRACTOR agrees to comply with CITY’s request to reassign from CITY duty, such CONTRACT OR employee. In all other cases where $"
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City of Palo Alto General Services Agreement 21 Rev. April 9, 2025
CITY wishes to remove or replace any of CONTRACTOR’s personnel in the on-site parts operation, CONTRACTOR and CITY will attempt to resolve the CITY’s request by mutual agreement. If CONTRACTOR and CITY fail to mutually resolve a personnel issue after good faith attempt to do so, CONTRACTOR and the CITY agree to immediately formally remove the person determined to be ineffective from all CITY operations, unless such removal is contrary to law.
5. BUY-BACK OF INVENTORY. Upon termination, expiration, or non-renewal of the contract, CONTRACTOR shall have the option to require CITY to purchase all non- CONTRACTOR branded inventory, and CITY shall have the option to purchase all CONTRACTOR branded inventory, owned by CONTRACTOR and located in the on- site store at CONTRACTOR’s current acquisition cost, not to exceed the CITY’s “not to exceed amount” cap. The CITY agrees to a “not to exceed amount” of $250,000 for the buy-back of non-CONTRACTOR branded inventory.
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City of Palo Alto General Services Agreement 22 Rev. April 9, 2025
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONTRACTOR shall perform the Services according to the following schedule:
Throughout the term of this Agreement, CONTRACTOR shall provide an on-site fleet parts and inventory program in accordance wi th the services defined in the Scope of Services (Exhibit “A”). Throughout the term of this Agreement, CONTRACTOR will continuously monitor new vehicles an d equipment being added to the fleet and vehicles and equipment being removed from the fleet to ensure adequate parts availability for the City’s fleet, and to eliminate obsolete parts from the inventory.
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City of Palo Alto General Services Agreement 23 Rev. April 9, 2025
EXHIBIT C
SCHEDULE OF FEES
Compensation based upon fee schedule
CITY shall pay CONTRACTOR according to the pricing provided in the Sourcewell Contract No. 100124, which is restated in the following schedule of fees/rate schedule, which consists of the sections en titled “Pricing Plan” and “Pricing Plan Summary” below. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Section 5 (Compensation for Original Term) of the Agreement, as detailed in said Section 5.
The City agrees to compensate the Contractor for general services and goods in accordance with the terms and conditions of this Agreement described in Section 7 (Invoicing).
PRICING PLAN
The overall goal of the CITY’s pricing plan is to achieve a ten percent (10%) net profit for CONTRACTOR (the “Net Profit Target”) by adjusting the pricing of two elements:
3. Product Costs. The pricing of the inve ntory to be supplied to the CITY by CONTRACTOR pursuant to this Agreement. Product costs shall be further divided into “CONTRACTOR Product Costs”, which is the pricing of CONTRACTOR supplier manufactured products, and “Non-CONTRACTOR Product Costs”, which is the pricing of products which have not been manufactured by CONTRACTOR suppliers but which have been acquired for CITY by CONTRACTOR pursuant to this Agreement.
4. Operational Costs. Any and all costs and expenses associated with the operation of the on-site store, including, but not limited to, salary and benefits payable to CONTRACTOR employee at th e on-site store, workers compensation benefits and insurance, unemployment insu rance, personal property insurance for on-site store and inventory, any deductible for losses covered under the personal property, or general liability policies of CONTRACTOR and all equipment supplied by CONTRACTOR.
PRICING PLAN SUMMARY
CONTRACTOR Product Costs:
Billed to CITY at a 10% gross profit rate (gross profit is store acquisition cost divided by .90)
Non-CONTRACTOR Product Costs:
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City of Palo Alto General Services Agreement 24 Rev. April 9, 2025
Billed to CITY at a 10% gross profit rate (gross profit is acquisition cost divided by .90) Operational Costs:
Billed to CITY at cost
Net Profit Target:
10% net profit for CONTRACTOR
Both CONTRACTOR Product Costs and Non-CONTRACTOR Product Costs shall be set by CONTRACTOR to yield a gross profit of ten percent (10%). Operational Costs will be charged to CITY at cost, with all such charges for Operational Costs to be included in CITY’s monthly billing statement. CITY will be billed at the end of each month for operational costs on an “in arrears” basis.
CITY and CONTRACTOR mutually agree that the CITY’s maximum payment obligation pursuant to this profit guarantee shall be set at $941,568 for the first year, as shown under the Compensation Summary subsection below; and CITY has encumbered such amount to cover this contract year one compensation amount.
The annual amounts for contract year 2 and contract year 3 each reflect a three percent (3%) increase over the immediately preceding contract year’s annual not-to- exceed amount. The annual amounts for contract year 4 and contract year 5 each reflect a five percent (5%) increase over the immediately preceding contract year’s annual not-to-exceed amount. The annual contract amount for year 6 reflects a seven percent (7%) increase over the immediately preceding contract year’s annual not-to- exceed amount. The parties agree to mutua l l y w o r k t o g e t h e r t o a d j u s t t h e a n n u a l contract year amounts, and/or the amount of Services used by City, if any contract year amount exceeds or appears that it may be on track to exceed the annual amounts provided in the Compensation Summary below, provided that the total not- to-exceed amount of the Ag reement under Section 5 (Compensation for Original Term) of this Agreement shall not be exceeded. . Any increase in the not-to-exceed amount of this Agreement may only be implemented via written amendment to this Agreement executed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code.
In addition, CONTRACTOR may use any subcontractor for the procurement of “outside” purchases or services (i.e. those parts or services not traditionally stocked or performed by CONTRACTOR), and CITY will be billed an additional charge for any such purchases so as to yield CONTRACTOR a ten percent (10%) gross profit on such purchases. CITY must provide pre-approval in writing of such outside purchases.
All requests for payment of expenses shall be accompanied by appropriate documentation/invoices and in accordance with Section 7 (Invoicing).
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City of Palo Alto General Services Agreement 25 Rev. April 9, 2025
Compensation Summary:
Contract Year Not-to Exceed Amounts*
Year One (2026) $941,568
Year Two (2027) $969,815
Year Three (2028) $998,909
Year Four (2029) $1,048,855
Year Five (2030) $1,101,297
Year Six (2031)
Total
$1,178,388
$6,238,832
*The annual amounts for contract year 2 and 3 reflect a three percent (3%) increase over the immediately preceding contract year’s annual not-to-exceed amount. Years 4 through 5 reflect a five percent (5%) increase over the immediately preceding contract year’s annual not-to-exceed amount. Year 6 reflects a seven percent (7%) increase over the immediately preceeding contract year’s annual not-to-exceed amount. Year Annual amounts may be subject to possible adjustment provided that the not-to-exceed amount of the Agreement is not exceeded, as detailed in this Exhibit C.
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City of Palo Alto General Services Agreement 26 Rev. April 9, 2025
EXHIBIT D
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AM OUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION EMPLOYER’S
LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING PERSONAL
INJURY, BROAD FORM PROPERTY DAMAGE
BLANKET CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$2,000,000
$1,000,000
$1,000,000
$2,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL
OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
NO
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS, MALPRACTICE
(WHEN APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND
EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FO RCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF
ANY RESULTANT AGREEMENT, THE INSURANCE COVERA GE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
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City of Palo Alto General Services Agreement 27 Rev. April 9, 2025
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED
BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS , SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN
THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE EMAILED TO: [email protected]
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City of Palo Alto General Services Agreement 28 Rev. April 9, 2025
EXHIBIT E
SOURCEWELL CONTRACT NO. 090624-GPC
Effective January 10, 2025 – January 10, 2029
with extensions available through 2031
https://www.sourcewell-mn.gov/cooperative-purchasing/100124-GPC $"
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City of Palo Alto General Services Agreement 29 Rev. April 9, 2025
EXHIBIT F
CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods an d services to the City, including, without limitation, the Software as a Service serv ices provider (the "Contractor") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure
services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Contractor shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below.
A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Contractor's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monito ring services to ensure a secure and reliable environment and service availability to the City. "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.
In the event that, after the Effective Date, the Contractor reasonably determines that it cannot fulfill the Requirements, the Contractor shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM").
Requirements:
The Contractor shall at all times during the term of any contract between the City and the Contractor:
1) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement.
2) Conform to the NIST Cybersecurity Framework.
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City of Palo Alto General Services Agreement 30 Rev. April 9, 2025
3) Conduct routine data and information security compliance training of its personnel that is appropriate to their role.
4) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. With its signature to the Agreement, Contractor acknowledges that the foregoing
documentation is in place and updated regularly.
5) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of acce ss to the City's confidential data and information by any of its empl oyees who no longer would require access to that information or who are terminated.
6) Implement access accountability (ide ntification and authentication) architecture and support
role-based access control ("RBAC") and
segregation of duties ("SoD") mechanisms for all personnel, systems, and Software used to pr ovide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors.
7) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information.
8) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. Provision of Contractor’s applicable standard patch management timelines is acceptable.
9) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging.
10) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information.
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City of Palo Alto General Services Agreement 31 Rev. April 9, 2025
11) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. Pr ovision of a schedule of any annual security reviews and/or audits is acceptable.
12) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's performance of rand om site security audits at the Contractor's site(s), including the site(s) of a third-party service provider(s), as applicable. The scope of these audits will extend to the Contractor's and its third-party servic e provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detecti on and response. Response to audits within a 30-day timeframe is acceptable.
13) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Contractor an d any authorized third-party service provider's personnel.
14) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM.
15) Maintain the Confidential Informatio n in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations.
16) Provide Network Layer IP filtering serv ices to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto).
17) Provide and support Single Si gn-on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment." The Vendor shall allow two employees of the City to have superuser and super-admin access to the Vendor's IT environment, and a cloud-hosted IT environment belongs to the City.
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City of Palo Alto General Services Agreement 32 Rev. April 9, 2025
18) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications.
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