HomeMy WebLinkAboutStaff Report 7027City of Palo Alto (ID # 7027)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 8/15/2016
City of Palo Alto Page 1
Summary Title: Contract For On-Site Fleet Parts And Inventory Program
Title: Approval of a Three-year Pilot Contract With Genuine Parts Company in
an Amount Not-to-Exceed $2,588,096 for an On-Site Fleet Parts and
Inventory Program and Approval of a Budget Amendment in the Vehicle
Replacement and Maintenance Fund
From: City Manager
Lead Department: Public Works
Recommendation
Staff recommends that Council:
1.Approve and authorize the City Manager or his designee to execute the
attached three-year contract with Genuine Parts Company (Napa) for an
amount not-to-exceed $2,588,096 for an on-site fleet parts and inventory
program (Attachment A);
2.Approve and authorize additional services in the amount of $339,116 which
is included in the not-to-exceed amount of $2,588,096.
3.Amend the Fiscal Year 2017 Budget Appropriation for the Vehicle
Replacement and Maintenance Fund by:
a.Increasing the vehicle parts operations expenditure appropriation by
$304,529; and
b.Decreasing the Vehicle Replacement and Maintenance Fund reserve
by $304,529.
Background
Prior to 2014, Fleet operated on an outdated version of AssetWorks software,
which was not efficient in tracking and managing the parts/supplies inventory.
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Due to the outdated software capabilities, lack of staff time dedicated to
inventory management and the City’s aging fleet, the City has accumulated
unusable parts and discrepancies in the inventory.
Recognizing the challenges of maintaining the fleet parts/supplies inventory,staff
began investigating outsourcing parts operations in early 2015, including a visit to
the City of Sacramento, with a fleet of approximately 2,800 vehicles/equipment
and multiple service locations, to tour the facility and learn from the fleet
manager’s experience with Napa. Napa has been in contract with the City of
Sacramento for on-site fleet parts and inventory services, including contract staff
to procure and manage the auto parts/supplies inventory since 2009. The fleet
manager described the City of Sacramento’s parts inventory management prior to
outsourcing as lacking in the same areas as the City of Palo Alto and reported
after contracting with Napa they saw annual cost savings, an increase in shop
productivity,as parts were readily available and a reduction in equipment
downtime. Sacramento’s fleet manager conveyed Sacramento’s satisfaction with
Napa and their excellent quality of service provided.
In Fiscal Year 2015 staff time spent procuring, receiving, billing and tracking
parts/supplies for the approximately 560 vehicles/equipment was equal to
approximately $226k and the amount spent on parts/supplies equal to $538k.
Fleet relies on more than 60 vendors for parts/supplies,requiring numerous Fleet
and Purchasing staff-hours to establish purchase contracts for access to the
variety of vendors needed.
Additionally, the Fleet Services Coordinator, the sole staff person to oversee parts
operations on a full-time basis for over 17 years, retired from the City in May
2016. This presents an appropriate time to consider alternative services.
Following the budget hearings on May 12, 2016, staff presented Finance
Committee their recommendation for a three-year pilot with Finance Committee
passing a motion 3-0 to recommend the City Council approve a three-year pilot
with Napa to provide on-site fleet parts and inventory services, including contract
staff to procure and manage the auto parts/supplies inventory.
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Discussion
Inventory Management
Napa will purchase our current non-obsolete inventory and assist with obsolete
inventory to ensure the City recovers the maximum possible disposal value. The
elimination of time and costs associated with owning inventory and inventory
management, shrinkage and obsolescence will allow staff to focus on maintaining
vehicles and equipment, meeting regulatory demands, replacing vehicles in a
timely manner and managing vendor contracts outside of parts/supplies.
Additionally, staff will use this time to evaluate eliminating inventory ownership
and the need for staff to manage inventory permanently.
Procurement
Fleet and Purchasing staff time will be reduced and administrative costs lowered
as fewer purchase orders, receipts, invoices and accounts payables will need to be
processed. Napa will utilize the purchasing contracts they have in place, becoming
the sole parts/supplies vendor. Public Works will need to purchase an additional
software module through the sole source procurement process from its current
fleet software provider,AssetWorks,for Napa’s TAMS parts management
software to fully integrate,allowing contract staff to allocate parts directly to
work orders, handle all paperwork reconciliation and pay vendors directly. In
turn, Napa will bill the City monthly for all parts/supplies purchased.
If the three-year contract with Napa is approved, one Fleet Services Coordinator
position will be temporarily frozen and one hourly Stock Clerk position eliminated,
resulting in salary savings of approximately $135k annually. At the end of the
pilot’s first year, staffing needs will be evaluated to determine if the Fleet Services
Coordinator position should be reclassified or could be eliminated. A cost analysis
will be conducted annually for the term of the pilot to determine cost savings in
parts/supplies and in salaries and benefits.
Bid Process
The Palo Alto Municipal Code Section 2.30.360 (j) identifies the process that
allows the use of intergovernmental cooperative purchasing agreements. Bids for
this purchase were obtained through the approved cooperative group, National
Joint Purchasing Alliance, NJPA Contract 061015 (Attachment B). A Request for
Quotation (RFQ) was sent to National Joint Powers Alliance and a proposal was
received February 3, 2016 from Napa (Attachment C). Attachment D provides the
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bid.
Finance Committee recommended the City Council approve a three-year pilot
with Napa to provide on-site fleet parts and inventory services, including contract
staff to procure and manage the auto parts/supplies inventory and staff concurs.
Resource Impact
This is the first attempt to contract with a vendor for parts operations. Napa’s
estimated expenses for the contract’s first year, including salaries, benefits,and
taxes are $175,548. Public Works currently has a budget of $552,000 for the
purchase of parts; it is anticipated an additional $107,571 will be needed for the
increase in parts prices and the increasing costs associated with the replacement
parts needed to maintain our aging fleet. Additionally, $21,410 is needed to
integrate NAPA’s TAM’s software system with Public Works’AssetWorks software
system.
A Budget Amendment of $304,529 has been included in this request to
appropriate these funds from the Vehicle Replacement and Maintenance Fund.
Funding for software maintenance and salary increases for additional contract
years will be approved through the regular budget process.
Policy Implications
The approval of this recommendation to retain the services of Napa is consistent
with existing City Policies.Authorization of this contract does not present any
change to the existing policy.
Environmental Review
The proposed contract is not a project subject to environmental review.
Attachments:
·Attachment A -Contract C17165394 (PDF)
·Attachment B -NJPA Contract (PDF)
·Attachment C -Proposal (PDF)
·Attachment D -Bid with 3 year Projected budget 5% CPI (XLS)
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City of Palo Alto General Services Agreement Rev. April 27, 2016
CITY OF PALO ALTO CONTRACT NO. C17165394
GENERAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into on the 15th day of August, 2016, by and
between the CITY OF PALO ALTO, a California chartered municipal corporation
(“CITY”), and GENUINE PARTS COMPANY, a Georgia corporation (d/b/a NAPA Auto
Parts) (“NAPA” or “CONTRACTOR”), located at 2999 Circle 75 Parkway, Atlanta, Georgia,
Telephone Number: 303-799-1965 . 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 total 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” – Assignment
“F” – NJPA Contract
Attachment A
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City of Palo Alto General Services Agreement Rev. April 27, 2016
CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.
3. TERM.
The term of this Agreement is from August 22, 2016 to August 21, 2019
inclusive, subject to the provisions of Sections Q and V 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 schedule 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:
The total maximum lump sum compensation of dollars ($ );
OR
The sum of dollars ($ ) per hour, not to exceed a total
maximum compensation amount of dollars ($ ); OR
A sum calculated in accordance with the fee schedule set forth at Exhibit
C, not to exceed a total maximum compensation amount of Two Million
Two Hundred Forty Eight Thousand Nine Hundred Eight dollars
($2,248,980).
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.
CITY has set aside the sum of Three Hundred Thirty Nine Thousand One
Hundred Sixteen dollars ($339,116) for Additional 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 negotiated lump sum.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
CITY shall not authorize and CONTRACTOR shall not perform any
Additional Services for which payment would exceed the amount set
forth above for Additional Services. Payment for Additional Services is
subject to all requirements and 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 percentage equal to the change in
the Consumer Price Index for Urban Wage Earners and Clerical Workers
for the San Francisco-Oakland- San Jose area, 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. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project
Manager is: Danitra Bahlman, Dept.: Public Works, Telephone:650-496-5920.
Invoices shall be submitted in arrears 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
verification by CITY. CITY shall pay the undisputed amount of invoices within 30
days of receipt. If CITY has not paid the entire amount of all statements received
from CONTRACTOR within 30 days of receipt of such invoice, CITY shall be put on
COD until such amount is paid in full.
GENERAL TERMS AND CONDITIONS
A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of
this Agreement. This Agreement includes and is limited to the terms and
conditions set forth in sections 1 through 7 above, these general terms and
conditions and the attached exhibits.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the
expertise and qualifications to complete the services 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 perform 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. 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, 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 applicable to the conduct of CONTRACTOR’s
business.
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 Municipal 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 minimum 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
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City of Palo Alto General Services Agreement Rev. April 27, 2016
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 Services. 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.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
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 (1) 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 the NAPA branded
materials, goods and equipment for a period of one (1) year. In addition, all
automotive parts supplied pursuant to this Agreement are subject to the terms
of written warranties provided by the manufacturer of each part, and NAPA shall
use reasonable commercial efforts to assist the 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 CITY upon request. With respect to non-NAPA branded
materials, goods and equipment, the manufacturer’s warranty will be the sole
and exclusive remedy for the 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 WARRANTIES 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 CONTRACTOR’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 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.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
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. CONTRACTOR 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.
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 shall 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 acceptable to CITY’s Risk Manager. The Risk Manager must
approve deductibles and self-insured retentions, which approval shall not be
unreasonably withheld. In addition, all policies, endorsements, certificates
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 policy to
the extent of CONTRACTOR’S indemnification obligations herein. CONTRACTOR
shall obtain an endorsement stating that the insurance is primary coverage to
the extent of CONTRACTOR’S indemnification obligations herein. CONTRACTOR
will use commercially reasonable efforts to provide the CITY at least thirty (30)
days written notice prior to any cancellation or material change in coverage or
limits in the required policies set forth in this section. CONTRACTOR shall
provide certificates of such policies or other evidence of coverage satisfactory to
the Risk Manager, together with the required endorsements, 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 M 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 and administrative
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City of Palo Alto General Services Agreement Rev. April 27, 2016
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 the CONTRACTOR’s
performance of this Agreement; provided, however, that the parties agree that
CONTRACTOR shall not be obligated under any circumstances to indemnify,
defend or hold harmless CITY, its Council members, officers, employees and
agents from and 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) the sole negligence or intentional
misconduct of the CITY. The acceptance of the Services by CITY shall not operate
as a waiver of the right of 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 person because of the race, skin
color, gender, age, religion, disability, national origin, ancestry, sexual
orientation, housing status, marital status, familial status, 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 Municipal Code relating to
Nondiscrimination Requirements and the penalties for violation 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
California 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 comply with such provisions, as
applicable, before commencing and during the performance of the Services.
R. TERMINATION. Within the first year of this Agreement, the City Manager may
terminate this Agreement without cause by giving one hundred and twenty
(120) days’ prior written notice thereof to CONTRACTOR; thereafter, the City
Manager may terminate this Agreement without cause by giving thirty (30) days’
prior written notice thereof to CONTRACTOR. Likewise, within the first year of
this Agreement, CONTRACTOR may terminate this Agreement without cause by
giving one hundred and twenty (120) days’ prior written notice thereof to the
CITY; thereafter, CONTRACTOR may terminate this Agreement 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 and such failure
is not cured within five (5) business days following receipt of written notice
thereof, in addition to all other remedies provided by law, the City Manager may
terminate this Agreement immediately upon written notice of termination. Upon
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City of Palo Alto General Services Agreement Rev. April 27, 2016
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 by the CITY 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 deemed guilty of trespass or any other violations of
the law. All inventory records, sales history, sales analysis and all other
information generated by CONTRACTOR under this Agreement will be returned
to CITY.
S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their
successors and assigns to all covenants of this Agreement. Except as provided in
Exhibit A, 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 Contract. CONTRACTOR further covenants that, in
the performance of this Contract, 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 Contract.
CONTRACTOR agrees to advise CITY if any conflict arises.
U. GOVERNING LAW. This contract 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 respect to the 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, statements, negotiations and undertakings whether oral or
written.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
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 following 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 Contract 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 Contract.
X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Division,
which are incorporated by reference and may be amended from time to time.
CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal
requirements of CITY’s Zero Waste Program. 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:
• 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-consumer material and printed
with vegetable based inks.
• 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 Responsibility requirements for
products and packaging. A copy of this policy is on file at the Purchasing
Division’s office.
• 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
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City of Palo Alto General Services Agreement Rev. April 27, 2016
accordance with SB 7, if the contract is not a public works contract, if contract
does not include a public works construction project of more than $25,000, or
the contract 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 Regulations 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 overtime work in this locality for each craft, classification, or type of
worker needed to execute the contract for this 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 staff or subcontractor hired,
and shall pay the adopted prevailing wage rates as a minimum. 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 contract is awarded.”
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City of Palo Alto General Services Agreement Rev. April 27, 2016
CITY gives notice to CONTRACTOR and its listed subcontractors that
CONTRCATOR 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 time 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.
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 project 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.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
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:
___________________________ City Attorney or Designee
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City of Palo Alto General Services Agreement Rev. April 27, 2016
EXHIBIT A SCOPE OF SERVICES
Initial implementation and start-up
Upon contract award, CONTRACTOR will begin set up and integration of their TAMS
software system and parts room. Within 60 days of contract award CONTRACTOR shall
be fully prepared to operate and manage their parts program, and provide all
parts/supplies necessary for operations of the CITY of Palo Alto’s Fleet section.
CONTRACTOR shall establish and operate an on-site parts operation at the CITY’S
Municipal Service Center, located at 3201 E. Bayshore Rd., Palo Alto, Ca. 94303, and
provide the inventory as agreed upon by CONTRACTOR and the CITY.
1. DUTIES AND RESPONSIBILITIES OF CONTRACTOR. CONTRACTOR shall have the
following duties and responsibilities during the term of this Agreement:
a) CONTRACTOR shall provide all personnel management, staff, parts and supplies
necessary to run an efficient and effective on-site parts operation from 7:00 a.m.
to 3:30 p.m. Monday through Thursday and 6:15 a.m. to 2:45 p.m. on Fridays
except on Holidays. The City’s project manager will provide a list of the City’s
holidays.
b) CONTRACTOR shall provide back-up emergency service during non-working
hours on an as needed basis. This overtime 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, the
Assistant Fleet Manager, or the Project Manager. CONTRACTOR will provide a
list of personnel, including phone numbers, who will respond to emergency
service requests.
c) 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 Project Manager. The CITY will have the ability to
expand the scope of items required.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
d) CONTRACTOR shall provide parts inventory to the Fleet Management facilities
with accounting and security procedures. The on-site store location shall be
appropriately secured 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 unless
such losses are caused by the negligent acts or omissions or intentional
misconduct of the CITY. CITY 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.
e) All items/parts provided shall be new or remanufactured to OEM standards
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 auditing
purposes upon request by the CITY.
f) CONTRACTOR shall provide a profit and loss statement of the parts operations to
the CITY’s Project Manager on approximately the 25th of each month.
g) CITY reserves the right to purchase parts and or services from other sources if
CONTRACTOR cannot obtain the desired 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 equipment is down for repairs and needs to be
repaired within 24 hours.
h) 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.
i) 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.
j) 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.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
k) CONTRACTOR and CITY shall jointly inventory the CITY’s present parts stock and
supplies. Subject to the terms herein, CONTRACTOR shall purchase from CITY all
stocked parts and supplies. Any such CITY owned inventory purchased by
CONTRACTOR must be new, saleable, complete, and currently needed by CITY’s
active fleet/equipment and must have been used by the CITY within the twelve
(12) month period immediately prior to the purchase date. The CITY will be paid
based on the CITY’s inventoried costs. The CITY represents and warrants to
CONTRACTOR that the CITY has title to such inventory free of all liens and
encumbrances. Full payment for this inventory shall be made by CONTRACTOR
within (30) days of inventory completion, and within the (60) days given
CONTRACTOR to integrate and establish their parts operations program.
CONTRACTOR then shall resell these items to the CITY as needed under the
terms and conditions of this Agreement.
l) 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.
m) 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.
n) 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 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.
o) CONTRACTOR shall evaluate the usage history of the CITY’s current inventory of
parts and supplies prior to on-site parts store becoming operational, and
therefore 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.
p) 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.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
q) CONTRACTOR shall pass through to CITY all available full manufacturers
warranties and guarantees of merchantability.
r) CONTRACTOR shall use current industry 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. Any
unanticipated costs incurred in such integration shall be subject to mutual
agreement between CONTRACTOR and the CITY.
s) 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.
t) CONTRACTOR will be responsible for any changes to the physical layout of
capital improvements of the parts room/storage areas, including security. All
modifications shall be approved by the CITY’s Fleet Management and Facilities
Management staff. Upon termination of this Agreement, within a reasonable
time, CONTRACTOR may be required to restore the on-site parts operation to
such condition as existed prior to installation of the inventory and to repair and
to restore any damage caused by the repossession, ordinary wear and tear
excepted.
u) 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.
v) CONTRACTOR shall provide all manufacturers’ temporary/seasonal special
pricing discounts directly to the CITY on the condition that such
temporary/seasonal special pricing discounts: (i) are made known to
CONTRACTOR by the applicable manufacturer or supplier and (ii) meet the
supply chain goals mutually agreed upon between the CITY and CONTRACTOR,
even if such discounts result in pricing less than the then current CITY purchase
price.
w) 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
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City of Palo Alto General Services Agreement Rev. April 27, 2016
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 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 systems 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 and the addition of new vehicles to the fleet.
3. ALTERNATIVE SUPPLIERS. The on-site store may be serviced by a NAPA Owned
Store, or a NAPA Jobber. CITY acknowledges that whether it will be serviced by a
NAPA Owned Store or a NAPA Jobber will be determined by CONTRACTOR, in its
sole discretion, and if the CITY is to be serviced by a NAPA Jobber, then such
NAPA Jobber must evidence its desire to abide by the terms of this Agreement
by entering into an Assignment in the form of Exhibit E hereto.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
4. PERSONNEL. CONTRACTOR and CITY shall attempt in good faith to mutually
agree upon the identity of the persons that will be selected to staff the on-site
store. In the event that the CITY for any reason wishes to remove or replace any
of the NAPA personnel in the on-site store, the parties will attempt to resolve
CITY’s request by mutual agreement. 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 CONTRACTOR employee. In
all other cases where 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.
5. BUY-BACK OF INVENTORY. Upon termination, expiration, or non-renewal of the
contract, NAPA shall have the option to require CITY to purchase all non-NAPA
branded inventory owned by NAPA and located in the on-site store(s) at NAPA’s
current acquisition cost, and CITY shall have the option to purchase all NAPA
branded inventory, owned by NAPA and located in the on-site store(s) at NAPA’s
current acquisition cost. At the conclusion of the first six month period of this
contract, NAPA and CITY will enter into good faith negotiations for the purpose
of mutually agreeing upon a cap on the amount of non-NAPA branded inventory
that the CITY may be required to purchase at contract termination, expiration or
non-renewal in accordance with the above terms. The mutually agreed upon cap
amount will be memorialized by an amendment to this contract executed by
both parties. Quarterly, NAPA shall provide CITY with a listing of all NAPA and
non-NAPA branded inventory owned by NAPA and located in the on-site store(s),
together with the current acquisition cost of such inventory. In the event that
CITY becomes aware that funds in fact are not available under the Fleet parts
budget, CITY shall promptly notify NAPA of such occurrence. CITY’s Public Works
Department staff agrees to use its best efforts to have all monies owed to NAPA
appropriated, including, but not limited to, at the termination, expiration or non-
renewal of the Agreement, the amount of money to purchase all non-NAPA
branded inventory.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONTRACTOR shall perform the Services according to the following schedule:
Contractor shall provide an on-site fleet parts and inventory program in accordance with
the timeline defined in the final scope (Exhibit “A”). Contractor will inventory City’s
present parts stock and supplies, and within 30 days of inventory completion provide
payment to City for all parts/supplies purchased, making full payment no later than 60
days from contract award. Contractor will be fully established and able to provide the services in their entirety as described in the final scope (Exhibit “A”) within 60 days of
contract award.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
EXHIBIT C SCHEDULE OF FEES
Compensation based upon fee schedule
CITY shall pay CONTRACTOR according to the following rate schedule. 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 Sections 5 and 6 of the Agreement. Any services
provided or hours worked for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to CITY.
The City agrees to compensate the Contractor for professional 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:
a) Product Costs. The pricing of the inventory to be supplied to the CITY by
CONTRACTOR pursuant to this Agreement. Product costs shall be further divided
into “NAPA Product Costs”, which is the pricing of NAPA supplier manufactured
products, and “Non-NAPA Product Costs”, which is the pricing of products which
have not been manufactured by NAPA suppliers but which have been acquired
for CITY by NAPA pursuant to this Agreement.
b) Operational Costs. Any and all costs and expenses associated with the operation
of the on-site store, including, but not limited to, salary and benefits payable to
NAPA employee at the on-site store, workers compensation benefits and
insurance, unemployment insurance, personal property insurance for on-site
store and inventory, any deductible for losses covered under the personal
property, or general liability policies of NAPA and all equipment supplied by
NAPA.
PRICING PLAN SUMMARY
NAPA Product Costs:
Billed to CITY at a 10% gross profit rate (gross profit is store acquisition cost divided by
.90)
Non-NAPA Product Costs:
Billed to CITY at a 10% gross profit rate (gross profit is acquisition cost divided by .90)
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City of Palo Alto General Services Agreement Rev. April 27, 2016
Operational Costs:
Billed to CITY at cost
Net Profit Target:
10% net profit for NAPA
Both NAPA Product Costs and Non-NAPA Product Costs shall be set by NAPA to
yield a gross profit of ten percent (10%). 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 $816,307 for the first year;
and CITY has encumbered such amount to cover this potential liability. The parties
agree to mutually work together to adjust the amount if such amount must be increased
during the term of the Agreement.
In addition, CONTRACTOR may use any sub-contractor for the procurement of
“outside” purchases or services (i.e. those parts or services not traditionally stocked or
performed by NAPA), and CITY will be billed an additional charge for any such purchases
so as to yield 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.
Additional Services
Additional Services must be authorized prior to commencement of services by Danitra
Bahlman, Project Manager, or as described in Exhibit “A”.
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City of Palo Alto General Services Agreement Rev. April 27, 2016
EXHIBIT D INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY) SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS 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 $1,000,000
$1,000,000 $1,000,000 $1,000,000
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: CONTRACTORSHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT
THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE 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. CONTRACTOR WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE CITY AT LEAST THIRTY (30) DAYS WRITTEN NOTICE PRIOR TO ANY CANCELLATION OR MATERIAL CHANGE IN COVERAGE OR LIMITS IN THE REQUIRED POLICIES SET FORTH IN THIS EXHIBIT ; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO
24
City of Palo Alto General Services Agreement Rev. April 27, 2016
“ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
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 TO THE EXTENT OF CONTRACTOR’S INDEMNIFICATION OBLIGATIONS HEREIN.
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 CONTRACTOR SHALL USE COMMERCIALLY REASONABLE EFFORTS TO 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 CONTRACTOR SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE EMAILED TO: InsuranceCerts@CityofPaloAlto.org
PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303
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City of Palo Alto General Services Agreement Rev. April 27, 2016
EXHIBIT E
ASSIGNMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, GENUINE PARTS COMPANY, a Georgia corporation
(hereinafter “Assignor”), hereby assigns, transfers, sets over and delivers to
[JOBBER/POP], a (hereinafter “Assignee”), all of Assignor’s rights, obligations and
interest, including any options to renew or extend the contract term, in those certain
location(s) as set forth below, as governed by the Integrated Supply Agreement dated
by and between Genuine Parts Company and [CUSTOMER] (the
“Integrated Supply Agreement”).
Location(s):
Assignee hereby accepts the assignment of the Integrated Supply Agreement,
agrees to provide the services and perform all other obligations required to be
performed by “NAPA” in said Integrated Supply Agreement at the times and in the
manner set forth in said Integrated Supply Agreement, and shall be bound by all other
terms, covenants and conditions of said Integrated Supply Agreement with regard to the
location(s) set forth above, all with the same force and effect as if Assignee were
originally named as “NAPA” therein.
[CUSTOMER] hereby consents to the above assignment of the Integrated Supply
Agreement on the terms set forth herein.
The parties hereto agree that the assignment as set forth herein shall be
effective as of midnight on .
IN WITNESS WHEREOF, the undersigned have set their hands this day of
, 20 .
ASSIGNOR: ASSIGNEE:
GENUINE PARTS COMPANY [JOBBER/POP]
By: By:
Name: Name:
Its: Its:
Agreed and acknowledged:
[CUSTOMER]
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City of Palo Alto General Services Agreement Rev. April 27, 2016
EXHIBIT F
NJPA CONTRACT
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City of Palo Alto General Services Agreement Rev. April 27, 2016
Attachement B
Attachment C
Estimated Operating Expenses
Monthly Annual Monthly Annual Monthly Annual
Projection Performa Performa Performa Performa Performa Performa
Year 1 Year 1 Year 2 Year 2 Year 3 Year 3
PURCHASES 44,821 537,852 47,062 564,744 49,415 592,980 Estimated Parts Bill For Customer
Less Cost of Sales 40,339 484,068 42,355 508,260 44,472 533,664
Sales Less Cost 0 0 0 0 0 0
Less Handling Chrg 0 0 0 0 0 0
GROSS MARGIN 4,482 53,784 4,706 56,472 4,941 59,292
Advertising 0 0 0 0 0 0
Net Salaries 0 0 0 0 0 0
Travel 0 0 0 0 0 0
Sales - Misc.0 0 0 0 0 0
G.M. Travel 0 0 0 0 0 0
TOTAL SALES EXP.0 0 0 0 0 0
SALARIES - EXEC.448 5,376 470 5,640 493 5,916
PAYROLL - Acct. 453 5,436 475 5,700 498 5,976 Fixed Expense @ 1.01% of sales, Accounting & Data Processing Fee
-General Office 221 2,652 232 2,784 244 2,928 Fixed Expense @ .49% of sales
-Counter - J. S.8,867 106,404 9,310 111,720 9,776 117,312 1 Store Manager, 1 parts clerk
-Delivery 0 0 0 0 0 0
TOTAL PAYROLL 9,541 114,492 10,018 120,216 10,518 126,216 Total Payroll
Bad Debts 0 0 0 0 0 0
data proc 0 0 0 0 0 0
Delivery - Ins 0 0 0 0 0 0 Delivery Trucks, Insurance Premium
Maintenance 0 0 0 0 0 0 Vehicle Repairs, Fuel
Truck Deprec.0 0 0 0 0 0 Delivery Trucks with a Lease/Depreciation Payment
Dep- F. & F.0 0 0 0 0 0
Empl. Ben. - Pen.450 5,400 472 5,664 496 5,952 Fixed Expense @ 1% of sales
-Other 1,020 12,240 1,071 12,852 1,125 13,500 Mainly Group Insurance Premiums
Freight & Postage 200 2,400 210 2,520 221 2,652 Freight Charges Incurred by this Operation.
Insurance 900 10,800 945 11,340 992 11,904 Insurance - General and Worker's Comp
Interest 0 0 0 0 0 0
Legal & Pro.0 0 0 0 0 0
L.H.&W.0 0 0 0 0 0
Rent 0 0 0 0 0 0
Sta. & Shipping 0 0 0 0 0 0 Stationary / Shipping Supplies
Stock Loss 0 0 0 0 0 0 Restocking Charges for OE Parts
Store 0 0 0 0 0 0 Misc. Store Expenses (Fax Machine, Fax Paper, Printer Ribbons etc.)
Taxes (Not Income)1,020 12,240 1,071 12,852 1,125 13,500 Payroll Taxes for Employee's @ this Location
Telephone 0 0 0 0 0 0
Travel (Not Sales)0 0 0 0 0 0
Tams 1,050 12,600 1,102 13,224 1,157 13,884 1 TAMS Computer & Equipment Lease/Depreciation Expense, Maint./Support Fee's & Tams Misc. Expenses
Training 0 0 0 0 0 0 Training Materials for NAPA Employee's
TOTAL MISC. EXP.4,640 55,680 4,872 58,464 5,116 61,392
Executive Fees 0 0 0 0 0 0
TOTAL EXPENSES 14,629 175,548 15,360 184,320 16,128 193,536
Operating Income -10,147 -121,764 -10,654 -127,848 -11,186 -134,232
Misc. Inc: Disc.(net)0 0 0 0 0 0
Others 14,228 170,736 14,939 179,268 15,686 188,232 Estimated expense billing from NAPA to City of Palo Alto
NAPA ROI 4,482 53,784 4,706 56,474 4,941 59,292 NAPA's Net ROI before taxes
Year 2 Projection 5% Consumer Price Index Increase Cap Year 3 Projection 5% Consumer Price Index Increase Cap
Freight charges may vary based on fleet requests Freight charges may vary based on fleet requests
Location: Palo Alto
Attachment D
Location: Palo Alto Estimated Operating Expenses
Annual Annual Annual
Projection Performa Performa Performa
Year 1 Year 2 Year 3
PURCHASES 537,852 564,744 592,980 Estimated Parts Bill For Customer
Less Cost of Sales 484,068 508,260 533,664
Sales Less Cost 0 0 0
Less Handling Chrg 0 0 0
GROSS MARGIN 53,784 56,472 59,292
Advertising 0 0 0
Net Salaries 0 0 0
Travel 0 0 0
Sales - Misc.0 0 0
G.M. Travel 0 0 0
TOTAL SALES EXP.0 0 0
SALARIES - EXEC.5,376 5,640 5,916
PAYROLL - Acct. 5,436 5,700 5,976 Fixed Expense @ 1.01% of sales, Accounting & Data Processing Fee
-General Office 2,652 2,784 2,928 Fixed Expense @ .49% of sales
-Counter - J. S.106,404 111,720 117,312 1 Store Manager, 1 parts clerk
-Delivery 0 0 0
TOTAL PAYROLL 114,492 120,216 126,216 Total Payroll
Bad Debts 0 0 0
data proc 0 0 0
Delivery - Ins 0 0 0 Delivery Trucks, Insurance Premium
Maintenance 0 0 0 Vehicle Repairs, Fuel
Truck Deprec.0 0 0 Delivery Trucks with a Lease/Depreciation Payment
Dep- F. & F.0 0 0
Empl. Ben. - Pen.5,400 5,664 5,952 Fixed Expense @ 1% of sales
-Other 12,240 12,852 13,500 Mainly Group Insurance Premiums
Freight & Postage 2,400 2,520 2,652 Freight Charges Incurred by this Operation.
Insurance 10,800 11,340 11,904 Insurance - General and Worker's Comp
Interest 0 0 0
Legal & Pro.0 0 0
L.H.&W.0 0 0
Rent 0 0 0
Sta. & Shipping 0 0 0 Stationary / Shipping Supplies
Stock Loss 0 0 0 Restocking Charges for OE Parts
Store 0 0 0 Misc. Store Expenses (Fax Machine, Fax Paper, Printer Ribbons etc.)
Taxes (Not Income)12,240 12,852 13,500 Payroll Taxes for Employee's @ this Location
Telephone 0 0 0
Travel (Not Sales)0 0 0
Tams 12,600 13,224 13,884 1 TAMS Computer & Equipment Lease/Depreciation Expense, Maint./Support Fee's & Tams Misc. Expenses
Training 0 0 0 Training Materials for NAPA Employee's
TOTAL MISC. EXP.55,680 58,464 61,392
Executive Fees 0 0 0
TOTAL EXPENSES 175,548 184,320 193,536
Operating Income -121,764 -127,848 -134,232
Misc. Inc: Disc.(net)0 0 0
Others 175,548 184,320 193,536 Estimated expense billing from NAPA to City of Palo Alto
NAPA ROI 53,784 56,474 59,292 NAPA's Net ROI before taxes