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HomeMy WebLinkAboutStaff Report 331-06City City of Palo Alto Manager’s Report TO: FROM: DATE: HONORABLE CITY COUNCIL CITY MANAGER AUGUST 7, 2006 DEPARTMENT: POLICE CMR: 331:06 9 SUBJECT: APPROVAL OF AGREEMENT WITH MICHAEL J. GENNACO AND ROBERT MILLER OF THE OIR GROUP FOR POLICE AUDITOR SERVICES IN THE AMOUNT NOT TO EXCEED $19,936. RECOMMENDATION Staff recommends that the City Council approve the attached agreement with Michael J. Gennaco and Robert Miller of the OIR Group for Police Auditor services for a period of one-year not to exceed $19,936. BACKGROUND On March 13, 2006, the City Council voted to institute a one-year trial period for a contract Police Auditor. After a Request for Proposal process, four applications were received. One applicant voluntarily withdrew prior to the interviews. The Council interviewed the three remaining applicants and selected Michael J. Gennaco and Robert Miller of the OIR Group. DISCUSSION The attached agreement between the City and the OIG Group provides for the following services: ~ Review of the Police Department’s policies and training materials and a meeting with the Police Chief to develop a thorough understanding of existing practices concerning citizen complaints and internal affairs. ~Receive citizen complaints directly. ~Review investigations and disposition of citizen complaints involving police misconduct. ~ Review internal investigations for thoroughness, objectivity and consistency and recommend changes to dispositions. ~Meet with the Police Chief and City Manager on a quarterly basis to discuss trends, issues and/or problems. CMR 331:06 Produce two semi-annual reports and meet with the City Council to discuss those reports. An evaluation will be conducted by the City Council at the end of the year’s trial period to determine the status of the program. RESOURCE IMPACT Funds for this agreement were approved as part of the City Council’s 2006-07 budget. POLICY IMPLICATIONS This agreement is consistent with City policies. ATTACHMENT Copy of agreement DEPARTMENT HEAD: Police Chief CITY MANAGER APPROVAL: ~P(i-~~~-~ c EMIL’) HARPd~gON Assistant City Manager CMR 331:06 CITY OF PALO ~d]TO CONTRACT NO. AGREEMENT BETWEEN THE CITY OF PALO ALTO AND OIR GROUP FOR PROFESSIONAL SERVICES (Police Auditor) This AGREEMENT is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), Michael J. Gennaco, an individual, and Robert Miller, an individual, doing business as OIR Group, located at 4900 South Eastern Avenue, Suite 204, Commerce,California 90040 (collectively referred to as "CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY desires to engage a consultant to perform auditing services for the City’s Police Department. B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. D. CONSULTANT has agreed to perform the Services on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT Section i. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be for one (i) year from the date of its full execution unless terminated earlier pursuant to Section 20 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. Any Services for which times for performance are not specified in this Agreement 060726 cs 8260295 1 shall be commenced and completed by CONSULTANT within the term of this agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. Any agreement by City to extend the term or the schedule for performance must be given in writing prior to the expiration of this Agreement and shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed nineteen thousand nine hundred thirty-six dollars ($19,936.00). The applicable rates and schedule of payment are set out in Exhibit "B", entitled "COMPENSATION," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit "B"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. 060726 cs 8260295 2 SECTION 7. COMPLIANCE WITH LAWS. C~ONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. CONSULTANT shall report immediately to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. All documentation prepared by CONSULTANT shall provide for a completed project that conforms to all applicable codes, rules, regulations and guidelines that are in force at the time such documentation is prepared. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. SECTION 9. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. The manner and means of conducting the Services are the responsibility of and under the control of CONSULTANT, except to the extent they are limited by applicable law and the express terms of this Agreement. CONSULTANT will be responsible for employing or engaging all persons necessary to perform the Services. All contractors and employees of CONSULTANT are deemed to be under CONSULTANT’S exclusive direction and control. CONSULTANT shall be responsible for their performance. SECTION I0. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION ii. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. 060726 cs 8260295 3 SECTION 12. PROJECT MANAGEMENT. CONSULTANT will assign Michael J. Gennaco as the project director to have supervisory responsibility for the performance, progress] and execution of the Services. If circumstances or conditions subsequent to the execution of this Agreement cause the substitution of the project director or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The city manager will represent CITY for all purposes under this Agreement. The City’s Police Chief, Lynne Johnson, is designated as the project manager for the CITY. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CITY will furnish or cause to be furnished the specified services and/or documents described in Exhibit "A" and such other available information as may be reasonably requested by CONSULTANT. SECTION 14. OWNERSHIP OF M ATERIA!~S. All drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY without restriction or limitation upon their use. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the city manager or designee. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and 060726 cs 8260295 expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") to the extent that such Claims result from, arise out of or are in any manner related to any negligent act or omission or the willful misconduct, whether active or passive, of CONSULTANT, its officers, employees, agents or contractors in the performance of this Agreement. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1.CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy or policies. 18.2.All insurance coverage required hereunder shall be provided through carriers with Best’s Key Rating Guide ratings of A-:VII or higher which are admitted to transact insurance business in the State of California. Any and all contractorsof CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3.Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s 060726 cs 8260295 liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. WORKERS’ COMPENSATION. CONSULTANT, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the S~ate 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. SECTION 20. TEI~4INATION OR SUSPENSION OF AGREEMENT OR SERVICES. 20.1.The city manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (I0) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 20.2.CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten (I0) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 20.3.Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if anyr in connection with this Agreement. Such materials will become the property of CITY. 20.4.Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., i0 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. 20.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of 060726 cs 8260295 CITY of any of its rights under this Agreement. SECTION 21. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager. To CONSULTANT: Attention of the Project Director at the address of CONSULTANT recited above SECTION 22. CONFLICT OF INTEREST 22.1.In -accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financia.l or otherwise, which would conflict in any manner or degree With the performance of the Services. 22.2.CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 22.3.If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 23. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT agrees 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 oriehtation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Chapter 2.28 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.28 pertaining to nondiscrimination in employment, including completing the form furnished by CITY and set forth in Exhibit "E". 060726 cs 8260295 SECTION 24. MISCELLANEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. 24.2.In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 24.3.The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. 24.4.This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 24.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and CONSULTANTs, as the case may be, of the parties. 24.6.If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions, of this Agreement and any amendments thereto will remain in full force and effect. 24.7.All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 24.8.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 Agreement are no longer available. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 060726 cs 8260295 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first.above written. APPROVED AS TO FORM:CITY OF PALO ALTO Deputy City Attorney APPROVED: Director of Administrative Services Assistant City Manager OIR GROUP By: Name : Tit le : (If corporation: President or Vice-President) By: Name : Title: (If corporation: Secretary or Treasurer) Taxpayer Identification No. Attachments : EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C" EXHIBIT "D": (Compliance with Corp. Code § 313 is required if the entity on whose behal£ this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) SCOPE OF WORK COMPENSATION INSURANCE NONDISCRIMINATION COMPLIANCE FORM 060726 cs 8260295 9 EXHIBIT ~A" SCOPE OF SERVICES Consultant shall perform the following services: Organizational Culture, Practices and Policies First, Consultant will review Palo Alto Police Department written policies and training materials pertinent to internal affairs and to intake and investigation of citizen complaints. Second, Consultant will meet with the Police Chief, thePersonnel & Training Coordinator, and other knowledgeable personnel within the Police Department to rapidly develop a thorough understanding of its existing practices concerning citizen complaints and misconduct investigations. Citizen Complaints Intake - The Consultant will arrange to receive an e-mail synopsis of each citizen complaint within three (3) working days of the date the complaint is originally made. Consultant will then converse with the intake officer by telephone to clarify the nature of the complaint. Initial investigation - As soon as an investigator is assigned to the citizen complaint, Consultant will confer with the Personnel & Training Coordinator by telephone and discuss the investigative plan. Follow up - Consultant will confer with the Personnel & Training Coordinator within two weeks of the original complaint to evaluate results and determine whether further investigation is necessary. Disposition -When the investigation is complete, Consultant will confer with the Police Chief to recommend a disposition or to resolve any issues about process not previously resolved. Status and tracking -- Consultant will track case status and disposition on an updated chart and will include current charts in all reports. Meet to discuss trends -- Consultant will meet quarterly with the City Manager and Police Chief to present current tracking charts and discuss citizen complaint trends, procedural problems identified and any potential policy issues. Semi-Annual Reports -- Cumulative tracking charts and 060726 cs 8260295 1 findings as to identified trends will be included in semi-annual reports. Internal Affairs Investigations Investigation plan -Consultant will discuss the investigation plan with the Personnel & Training Coordinator and arrange for a mutually convenient way to update Consultant on the progress of the investigation. Follow up; Additional investigation -Consultant will confer with the Personnel & Training Coordinator periodically to evaluate results and determine whether further investigation is necessary. When appropriate, Consultant will request further investigation from the investigator and/or the investigator’s chain of command. Disposition -When the investigation is complete, Consultant will review the file and then confer with the Police Chief to recommend a change of disposition, if needed, or to resolve any issues about process not previously resolved. Status and tracking - Consultant will track case status and disposition on an updated chart and will include current charts in all reports. Meet to discuss trends - Consultants will meet quarterly with the City Manager and Police Chief to present current tracking charts and discuss citizen complaint trends, procedural problems identified and any potential policy issues. Reports Consultant will produce two reports during the year summarizing its findings and reporting in detail on each investigation and disposition. It will meet with the City Council to present each report and discuss any issues or questions raised. Prior to finalizing each report it is Consultant’s practice to discuss significant identified problems and recommendations that the report will contain with the Police Department and the City Manager. Consultant will solicit the Police Department’s response and attempt to reach a consensus as to solutions. Consultant will document the Department’s efforts in its reports. 060726 cs 8260295 2 EXHIBIT "B" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on Consultant’s hourly billing rates up to the not to exceed budget amount for each task set forth below. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Basic Services") and reimbursable expenses, including travel, shall not exceed $19,936.00. Travel expenses shall be a portion of the total compensation and shall not exceed $1,260.00. CONSULTANT agrees to complete all Services, including reimbursable and travel expenses, within these amounts. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, does not exceed $19,936.00, and travel expenses as a portion of that total compensation do not exceed $1,260. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 Total $1,710.00 Travel as a portion of total $360.00 (Review Department written policies and training materials and meet with Police Chief, unit commander of internal affairs and other knowledgeable personnel re: Department policies, practices, and culture.) Task 2 Total $5,390.00 Travel as a portion of total $none (Review intake, investigation, and disposition of an estimated 16 to 22 citizen complaints) Task 3 Total $5,582.00 Travel as a portion of total $.none (Internal Affairs investigation planning, monitoring, evaluation recommendations for an estimated 6 to 9 investigations.) and Task 4 Total $4,174.50 Travel as a portion of total $900.00 (Meet with City Manager & Police Chief quarterly and with City Council semi- annually.) 060726 cs 8260295 3_ Task 5 Total $ Travel as a portion of total $ (Two semi-annual reports.) 3,080.00 none Sub-total Task Services Sub-total Travel Expenses (as a portion of Basic Services) Total Basic Services and Travel expenses $_18,676.00_ $ 1,26O $ 19,936.00 Maximum Total Compensation $19,936.00 060726 cs 8260295 2