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HomeMy WebLinkAboutID-3112-OIR CITY OF PALO ALTO OFFICE OF THE CITY CLERK September 10, 2012 The Honorable City Council Palo Alto, California Approval of Contract With Michael Gennaco and Stephen Connolly of OIR Group for up to Three Years in an Amount Not to Exceed $27,500 Per Year for Independent Police Auditor Services RECOMMENDATION Staff is requesting the City Council approve a new contract for independent police auditor services with Michael Gennaco and Stephen Connolly of OIR (Office of Independent Review) Group in an amount not to exceed $27,500 per year. The contract would be for up to three- years, however, the City retains the right to terminate for any reason with ten days’ notice. BACKGROUND In August 2009, the City Council approved a three-year contract with the OIR Group to provide audit of the Palo Alto Police Department. DISCUSSION The attached agreement will allow the police audit services that OIR Group has provided to the City for the past 6 years to continue. The contract provides the following services: - Review citizen complaints of sworn personnel. - Review internal investigations and confer with the police department to consider criminal and administrative implications, potential policy violations, and investigative priorities of sworn personnel. - Review all reports of taser deployment. - Consultant will produce two reports during the year summarizing its findings and reporting in detail on each investigation and disposition. RESOURCE IMPACT Funds for the agreement were approved as part of the City Council budget for FY 2012-13. POLICY IMPLICATIONS This agreement is consistent with City policies. Updated: 9/6/2012 10:27 AM by Dennis Burns Page 2 ATTACHMENTS:  C13147474 Independent Auditor for Police FINAL Rev 09042012L (PDF) Department Head: Donna Grider, City Clerk Professional Services Rev. June 2, 2010 1 CITY OF PALO ALTO CONTRACT NO. C13147474 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MICHAEL GENNACO AND STEPHEN CONNOLLY FOR PROFESSIONAL SERVICES INDEPENDENT POLICE AUDITOR This Agreement is entered into on this day of September, 2012, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL GENNACO AND STEPHEN CONNOLLY, as individuals, located at 1443 East Washington Boulevard, Suite 223, Pasadena, California, Telephone: (323) 849-7015 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to contract for independent Police audit services (“Project”) and desires to engage a consultant to provide said services in connection with the Project (“Services”). 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. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. 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 from the date of its full execution through 08/31/2013 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. Professional Services Rev. June 2, 2010 2 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc 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 Twenty Seven Thousand Five Hundred Dollars ($27,500.00). The CITY reserves the option to extend this contract for two additional one year terms. 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 “C-1”). 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. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. 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, if permitted, 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. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT 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. 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. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, Professional Services Rev. June 2, 2010 3 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY’s stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. 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. SECTION 11. 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 12. 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. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Michael Gennaco, Email: michael.gennaco@oirgroup.com , Telephone: (323) 849-7015 , as the Director to have supervisory responsibility for the performance, progress, and execution of the Services and Stephen Connolly, Email: stephen.connolly@oirgroup.com , Telephone: (714) 834-5445 as the project Manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, 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’s project manager is Dennis Burns, Police Chief, Police Department, 275 Forest Avenue, Palo Alto, CA 94303, Email: Dennis.Burns@CityofPaloAlto.org , Telephone: 650) 329-2103. 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 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including Professional Services Rev. June 2, 2010 5 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. 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. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. 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. 16.1. 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 expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. 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. Professional Services Rev. June 2, 2010 6 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc 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 CITY 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 AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insura snce bu iness in the State of California. Any and all contractors of 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 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 eServic s performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. 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 (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. 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 any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. 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 Professional Services Rev. June 2, 2010 7 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if thi es Agre ment 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. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. Professional Services Rev. June 2, 2010 8 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc SECTION 20. 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 Post Office 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 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT 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 the Services. 21.2. 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. 21.3. 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 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT 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. CONSULTANT 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. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City’s Environmentally Preferred Purchasing policies which are available at the City’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City’s Zero Waste Program. Zero Professional Services Rev. June 2, 2010 9 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc posting waste. In particular, Consultant shall comply with the following zero waste requirem m of 30% or greater post-consumer material and products and from the facility accepting the pallets to verify that pallets are not being disposed. Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or com ents:  All printed materials provided by Consultant 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 the City’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimu printed with vegetable based inks.  Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for packaging. A copy of this policy is on file at the Purchasing Office.  Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation SECTION 24. NON-APPROPRIATION 24.1. 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 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 25. MISCELLANEOUS PROVISIONS. 5.1. This Agreement will be governed by the laws of the State of California. 2 25.2. 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 in the County of Santa Clara, State of California. 25.3. 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. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 25.4. 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. 25.5. The covenants, terms, conditions and provisions of this Agreement will apply Professional Services Rev. June 2, 2010 10 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 25.6. 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 m any a endments thereto will remain in full force and effect. 25.7. 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 de part of this Agreement. emed to be a 25.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. / / / / / / / / / / / / / / / / / / / / / / Professional Services Rev. June 2, 2010 11 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc 25.9 All unchecked boxes do not apply to this agreement. 25.10 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 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 ____________________________ Purchasing Manager APPROVED AS TO FORM: __________________________ Senior Asst. City Attorney Dated: MICHAEL GENNACO By:___________________________ Name:_________________________ Title:________________________ STEPHEN CONNOLLY By:___________________________ Name:_________________________ Title:________________________ Attachments: EXHIBIT “A”: SCOPE OF WORK EXHIBIT “B”: COMPENSATION EXHIBIT “C”: INSURANCE REQUIREMENTS Professional Services Rev. June 2, 2010 11 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc EXHIBIT “A” SCOPE OF SERVICES Consultant shall perform the following services: 1. 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 findings as to identified trends will be included in semi-annual reports. 2. Internal Affairs Investigations Decision to initiate investigation – Consultant will confer with the police department executive who requests the investigation to consider criminal and administrative implications, potential policy violations, and investigative priorities. 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 Professional & Training Coordinator periodically to evaluate results and determine whether further Professional Services Rev. June 2, 2010 2 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc st further investigation from the investigator and/or the investigator’s chain of command. of disposition, if needed, or to resolve any issues about process not previously resolved. se status and disposition on an updated chart and will include current charts in all reports. citizen complaint trends, procedural problems identified and any potential policy issues. 3. Review Taser Deployment investigation is necessary. When appropriate, Consultant will reque Disposition – When the investigation is complete, Consultant will review the file and then confer with the Police Chief to recommend a change Status and tracking – Consultant will track ca Meet to discuss trends – Consultant will meet quarterly with the City Manager and Police Chief to present current tracking charts and discuss l recommend to the Police Chief modifications in the policy and/or training as appropriate. 4. Reports Consultant will be promptly notified of an review each Taser deployment Palo Alto Police Department to review and recommend to the Police Chief whether deployment was consistent with the Police Department’s Taser policy and training. Should systemic issues arise out of Taser deployment, Consultant wil onsensus as to solutions. Consultant will document the Department’s efforts in its 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 c Professional Services Rev. June 2, 2010 14 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc 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 below. Compensation shall be calculated based on Consultant’s hourly billing rates up to the not to exceed amount of the contract. The hourly billing rate for Michael Gennaco is $215.00 per hour and the hourly billing rate for Stephen Connolly is $190.00 per hour. 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 $27,500.00 per year with a potential of extending it for two one-year periods. Travel expenses shall be a portion of the total compensation. CONSULTANT agrees to complete all Services, including reimbursable and travel expenses, within this amount. 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 below. Task 1 Review, intake, investigation, and disposition of an estimated 16-22 citizen complaints per year; monitor any related remedial action. Task 2 Internal Affairs investigation planning, monitoring, evaluation and recommendations for an estimated 5 investigations per year; monitor any related remedial action. Task 3 Review Taser policy and training, review each Taser deployment, estimated at 6 per year, to determine if consistent with training and policy. Task 4 Meet with the City Manager and Police Chief quarterly and with City Council semiannually. Task 5 Two semi-annual reports. Total Basic Services and Travel Expenses per year $27,500 Maximum Total Compensation per year $27,500 EXHIBIT “C” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE 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: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT 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: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL 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. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; 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. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev June 2, 2010 18 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc Professional Services Rev June 2, 2010 19 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\OTHERS - ADRIAN\Sole Source\147474 Auditor for Police Department\C13147474 Independent Auditor for Police; FINAL Rev 09042012L.doc MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF HE COMPANY UNDER THIS POLICY. . NOTICE OF CANCELLATION 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 T C TY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: ADMINISTRATION PALO ALTO, 94303 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIR 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A PURCHASING AND CONTRACT CITY OF PALO ALTO P.O. BOX 10250 CA