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Home My WebLink AboutStaff Report 2305-146111.Approval of Amendment No. 1 with South Bay Regional Public Safety Training Consortium (Contract No S23187799) for Fire Academy and Other Training Services extended through 12/31/2023 and increasing the total compensation by $114,370 for a total contract amount not to exceed $199,000. CEQA status: not a project. City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Fire Meeting Date: June 19, 2023 Report #:2305-1461 TITLE Approval of Amendment No. 1 with South Bay Regional Public Safety Training Consortium (Contract No S23187799) for Fire Academy and Other Training Services extended through 12/31/2023 and increasing the total compensation by $114,370 for a total contract amount not to exceed $199,000. CEQA status: not a project. RECOMMENDATION Staff recommends that the Council approve and authorize the City Manager or their designee to execute Amendment No. 1 to Contract No. S23187799 with South Bay Regional Public Safety Training Consortium (Attachment A) for Fire Academy training services and performance evaluations for Firefighter 1 and 2 qualifications, to extend term to December 31, 2023, and to increase the contract compensation by $114,370 for the additional services over the extended term. This amendment results in a revised total contract amount not to exceed amount of $199,000. BACKGROUND The Palo Alto Fire Department has recently hired 12 new Firefighters who require comprehensive training. After hiring a recruit, each firefighter must undergo training as per the California State Fire curriculum, which encompasses Firefighter 1 and Firefighter 2 qualifications. The curriculum requires approximately 21 weeks of instruction, with two weeks of planning before the beginning of the academy. Training requires an approved facility that meets the specifications of the State Fire Marshal’s office, with a state-approved classroom and training grounds. South Bay Regional Public Safety Training Consortium (South Bay) possesses such a facility, and a team of industry experts who are certified instructors throughout California. In this contract, they will provide the training site, logistics, instructors, equipment, and all required state documentation to certify firefighters for the Palo Alto Fire Department. In April 2023, staff executed a contract through June 30, 2023 with South Bay, totaling $84,630,(Attachment B). This contract exclusively covered the Firefighter 1 Training academy. An exemption to competitive solicitation was approved by the City Manager in accordance with PAMC 2.30.360(d) due to South Bay being the only source available to provide services with the time-sensitive nature of the Fire Department’s requirements and the need for an experienced training service provider. ANALYSIS Given the Fire Department's inability to host the remainder of the Firefighter 2 academy, to facilitate this additional training staff recommends an amendment to the existing contract with South Bay, increasing the contract's value by $114,370 and extending its duration to December 31, 2023. The proposed contract amendment brings the total academy and additional training value to $199,000, an increase from its original focus on Firefighter 1 training alone. This new total includes optional courses such as driver training, pump/hydraulic training, and other rescue- related courses necessary to serve the community. Previously, from July 2022 to February 2023, the Fire Department contracted with South Bay for $49,900 for non-hosted Firefighter 1 & Firefighter 2 training. This contract included instruction for approximately 3 recruits in a Joint Fire Academy using the approved training site of another fire department. Currently, no joint academy has the capacity to accommodate the current group of 12 hires. While South Bay is a commonly used provider across the County of Santa Clara, the Fire Department aims to participate in a solicitation and competitive bidding process for calendar year 2024. It is necessary to amend our existing contract to continue new firefighter training and extend the contract period to the end of calendar year 2023 due to the pressing need for firefighter staffing and the current timeline of recruiting and training. FISCAL/RESOURCE IMPACT The fiscal impact of this amendment includes an increase in compensation by $114,370, leading to a new total not-to-exceed contract amount of $199,000. Funds were approved by the Council to be appropriated for the new hire costs for the 12 recruits as part of the Fiscal Year 2023 Midyear Budget Review (CMR 2212-05151). STAKEHOLDER ENGAGEMENT Staff coordinated internally with procurement staff and legal support to review and execute this amendment. 1 https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=1073 ENVIRONMENTAL REVIEW The contract amendment involves no physical changes to the environment or to any physical project that has been approved. Therefore, it is not subject to environmental review under the California Environmental Quality Act (CEQA). ATTACHMENTS Attachment A: Contract Amendment No.1 with South Bay Regional Training Attachment B: Current contract No. S23187799 with South Bay Regional Training APPROVED BY: Geoffrey Blackshire, Fire Chief Vers.: Aug. 5, 2019 Page 1 of 8 AMENDMENT NO. 1 TO CONTRACT NO. S23187799 BETWEEN THE CITY OF PALO ALTO AND SOUTH BAY REGIONAL PUBLIC SAFETY TRAINING CONSORTIUM This Amendment No. 1 (this “Amendment”) to Contract No. S23187799 (the “Contract” as defined below) is entered into as of June 19, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SOUTH BAY REGIONAL PUBLIC SAFETY TRAINING CONSORTIUM, located at 560 Bailey Avenue, San Jose, CA 95141 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract was entered into by and between the Parties hereto for the provision of proving Firefighter 1 training to new Fire Department recruits, as detailed therein. B. The Parties now wish to amend the Contract in order to expand the scope of services to include Firefighter 2 training and optional certifications, extend the term an additional six (6) months until December 31, 2023 and increase the total not-to-exceed amount of the Contract by One Hundred Fourteen Thousand Three Hundred Seventy Dollars ($114,370) from Eighty-Four Thousand Six Hundred Thirty Dollars ($84,630) to a new total not-to-exceed amount of One Hundred Ninety-Nine Thousand Dollars ($199,000); to as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. S23187799 between CONSULTANT and CITY, dated April 5, 2023. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2023 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.” DocuSign Envelope ID: 7840F7AC-39A6-4F21-B1E1-8CEF5DD5744B Vers.: Aug. 5, 2019 Page 2 of 8 SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to add the following: “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not-to-exceed amount of One Hundred Ninety-Nine Thousand Dollars ($199,000). The schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.” SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED , REPLACES PREVIOUS. b. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS. c. Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 7840F7AC-39A6-4F21-B1E1-8CEF5DD5744B Vers.: Aug. 5, 2019 Page 3 of 8 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager APPROVED AS TO FORM: __________________________ City Attorney or designee SOUTH BAY REGIONAL PUBLIC SAFETY TRAINING CONSORTIUM By:__________________________________ Name:________________ ________________ Title:_________________________________ Attachments: EXHIBIT “A”: SCOPE OF SERVICES (AMENDED, REPLACES PREVIOUS) EXHIBIT “C”: COMPENSATION (AMENDED, REPLACES PREVIOUS) EXHIBIT “C-1”: SCHEDULE OF RATES (AMENDED, REPLACES PREVIOUS) DocuSign Envelope ID: 7840F7AC-39A6-4F21-B1E1-8CEF5DD5744B President/CEO Kevin Jensen Vers.: Aug. 5, 2019 Page 4 of 8 EXHIBIT A - AMENDED, REPLACES PREVIOUS SCOPE OF SERVICES Scope of Work: Firefighter 1 and 2 Training Academy for PAF Recruits at South Bay Training Center. Objective: To provide a comprehensive Firefighter 1 and 2 Training Academy for up to 12 PAF Recruits, including training curriculum and materials, required instructors, proctors, and evaluators in accordance with the State FF1 and FF2 Curricula. 1. Pre-Academy Planning: Collaborate with PAFD staff to develop a detailed plan for the academy, including scheduling, logistics, and coordination of instructors and resources. 2. Orientation: Deliver an introduction to the academy, its policies and procedures, and an overview of the training program for fire recruits. 3. Firefighter Fitness Training: Implement a physical fitness training and evaluation program designed to improve recruits' strength, endurance, and overall fitness. 4. Basic Firefighting Skills: Provide instruction and hands-on training in fundamental firefighting skills, including hose lays, ladders, forcible entry, ventilation, salvage and overhaul, basic rescue techniques, and advanced techniques introduced in FF2 training. 5. Firefighter Survival and Safety: Teach firefighter safety principles, personal protective equipment (PPE), self-contained breathing apparatus (SCBA), rapid intervention crew (RIC) operations, firefighter survival skills, and advanced safety protocols covered in FF2 training. 6. Fire Behavior and Fire Control: Educate recruits on fire chemistry, fire behavior, fire suppression techniques, extinguishing agents, and advanced fire control strategies introduced in FF2 training. 7. Hazardous Materials: Deliver training on hazardous materials awareness and operations, and strategies for handling incidents involving hazardous materials, including specialized scenarios covered in FF2 training. 8. Wildland Firefighting: Instruct recruits on wildland firefighting techniques, equipment, strategies specific to California's unique landscape and wildfire challenges, and advanced tactics covered in FF2 training. 9. Technical Rescue: Introduce rope rescue, confined space rescue, and trench rescue operations through classroom instruction and practical exercises, including advanced rescue techniques covered in FF2 training. 10. State FF1 and FF2 Testing: Administer proctored written and skills testing for the CA State FF1 and FF2 certifications, ensuring that recruits are well-prepared and meet all necessary requirements. DocuSign Envelope ID: 7840F7AC-39A6-4F21-B1E1-8CEF5DD5744B Vers.: Aug. 5, 2019 Page 5 of 8 Deliverables: 1. Comprehensive training curriculum and materials aligned with State FF1 and FF2 Curricula. 2. Sufficient number of qualified instructors, proctors, and evaluators for FF1 and FF2 training. 3. Training facilities and equipment, including South Bay Training Center, for the duration of the academy. 4. Regular progress reports and evaluations for each recruit. 5. Proctored written and skills testing for CA State FF1 and FF2 certifications. 6. Coordination and communication with PAFD staff throughout the academy. Training includes: • Joint Fire Academy, with up to 12 recruits FF1/FF2: o Total training estimate of $199,000  Estimate includes 21-week academy: $139,000  Optional State Fire Certified Training: $60,000 • See optional State Fire Classes (listed below) o Single squad academy • 21 weeks of FF1 & FF2 instruction o 23 weeks total  2 weeks prep • Breakdown without agency instructor or coordination o Approximately 1/3 Lecture - 1 instructor filling instructor and coordinator roll simultaneously o Approximately 1/3 Manipulative training - 1 instructor 1 coordinator  Coordinator filling in as needed • Pump operator • Skills coach • Safety officer • Other o Approximately 1/3 Manipulative training with - 2 instructors and 1 coordinator  Coordinator (1) filling in as needed • Pump operator • Skills coach • Safety officer • Other DocuSign Envelope ID: 7840F7AC-39A6-4F21-B1E1-8CEF5DD5744B Vers.: Aug. 5, 2019 Page 6 of 8  Instructors (2) • Staffing drills that require smaller student to instructor ratio o Example: ladder throws @ 3 groups of 5 • Optional State Fire Courses --SFT certificates and specialty courses not included in Joint Fire Academy (Approximate Costs for Palo Alto recruits (subject to change)): o Optional State Fire Courses may include:  Behavioral Health & Cancer Awareness 1A – • Includes: $1,200 certification fee  Driver 1A – • Total for group: $11,200 w/certs • Includes: $1,200 certification fee to state fire training  Driver 1B – • Total for group: $11,200 w/certs • Includes: $1,200 certification fee to state fire training  Rescue Systems 1 – • ~$975 per student w/cert • X12 Students= $11,700  Vehicle Extrication – • ~ $595 per student w/cert • X12 Students= $7,140  Rope Rescue Awareness/ Operations – • ~ $1,400 per student w/cert • X12 Students= $16,800  Trench Rescue – • ~$975 per student w/cert • X12 Students= $11,700  Confined Space Rescue – • ~$975 per student w/cert • X12 Students= $11,700  Other agency requested Certified State Fire Training as required by PAFD DocuSign Envelope ID: 7840F7AC-39A6-4F21-B1E1-8CEF5DD5744B Vers.: Aug. 5, 2019 Page 7 of 8 EXHIBIT C - AMENDED, REPLACES PREVIOUS COMPENSATION CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. DocuSign Envelope ID: 7840F7AC-39A6-4F21-B1E1-8CEF5DD5744B Vers.: Aug. 5, 2019 Page 8 of 8 EXHIBIT C-1 - AMENDED, REPLACES PREVIOUS SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Description UOM QTY Price per Recruit TOTAL Recruits FF1 training each 12 $7,052.50 $ 84,630.00 Recruits FF2 training each 12 $4,530.84 $ 54,370.00 Certification each 50 $1,200 $ 60,000.00 DocuSign Envelope ID: 7840F7AC-39A6-4F21-B1E1-8CEF5DD5744B Professional Services Rev. Dec.15, 2020 Page 1 of 18 CITY OF PALO ALTO CONTRACT NO. S23187799 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND SOUTH BAY REGIONAL PUBLIC SAFETY TRAINING CONSORTIUM This Agreement for Professional Services (this “Agreement”) is entered into as of the 5th day of April, 2023 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SOUTH BAY REGIONAL PUBLIC SAFETY TRAINING CONSORTIUM, located at 560 Bailey Avenue, San Jose, CA 95141 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to engage a consultant to deliver a training to new fire department recruits in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess 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, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: 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 June 30, 2023 unless terminated earlier pursuant to Section 19 (Termination) 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, entitled “SCHEDULE OF PERFORMANCE”. 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. DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 2 of 18 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Eighty-Four Thousand Six Hundred Thirty Dollars ($84,630). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. 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, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of 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 invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess 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 subcontractors, if any, 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 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, as amended from time to time. 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 is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. 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 the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 3 of 18 recommendations to 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. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. 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 approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Ernie Smedlund, Director of Administrative Services, Telephone: 408-229-4255, Email: esmedlund@theacademy.ca.gov as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 4 of 18 CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager 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 CONSULTANT 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 Services or a threat to the safety of persons or property. CITY’s Project Manager is Steve Lindsey, Deputy Fire Chief, Fire Department, 250 Hamilton Ave., Palo Alto, CA, 94301, Telephone: 650-838-2714, Email: Stephen.Lindsey@CityofPaloAlto.org. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, 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 product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product 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 Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall 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 attorney’s 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. DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 5 of 18 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 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. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. 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, entitled “INSURANCE REQUIREMENTS”. 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 insurance business 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. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer 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 DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 6 of 18 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. 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. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the 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 provided in material conformity with this Agreement as such determination is 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, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. 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, unless made in accordance with Section 17 (Waivers). 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 Manager at the address of CONSULTANT recited on the first page of this Agreement. DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 7 of 18 CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing 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 subcontractors or other persons or parties 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, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, 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. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 8 of 18 Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) 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 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. (b) Goods purchased by CONSULTANT 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 Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. 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, as amended from time to time. 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1) is not a public works contract; (2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 9 of 18 SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 10 of 18 Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. 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. 29.3. 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. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 11 of 18 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 12 of 18 CONTRACT NO. S23187799 SIGNATURE PAGE 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: __________________________ City Attorney or designee SOUTH BAY REGIONAL PUBLIC SAFETY TRAINING CONSORTIUM By:__________________________________ Name:________________ ________________ Title:_________________________________ By:__________________________________ Name:________________ ________________ Title:_________________________________ DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Kevin Jensen President/CEO Director of Administrative Services Ernest Smedlund Professional Services Rev. Dec.15, 2020 Page 13 of 18 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Scope of Work: Firefighter 1 Training Academy for PAF Recruits at South Bay Training Center Objective: To provide a comprehensive Firefighter 1 Training Academy for up to 15 PAF Recruits, including training curriculum, consumables, and materials, required instructors, proctors, and evaluators in accordance with the State FF1 Curriculum. 1. Pre-Academy Planning: Collaborate with PAFD staff to develop a detailed plan for the academy, including scheduling, logistics, and coordination of instructors and resources. 2. Orientation: Deliver an introduction to the academy, its policies and procedures, and an overview of the training program for fire recruits. 3. Firefighter Fitness Training: Implement a physical fitness training and evaluation program designed to improve recruits' strength, endurance, and overall fitness. 4. Basic Firefighting Skills: Provide instruction and hands-on training in fundamental firefighting skills, including hose lays, ladders, forcible entry, ventilation, salvage and overhaul, and basic rescue techniques. 5. Firefighter Survival and Safety: Teach firefighter safety principles, personal protective equipment (PPE), self-contained breathing apparatus (SCBA), rapid intervention crew (RIC) operations, and firefighter survival skills. 6. Fire Behavior and Fire Control: Educate recruits on fire chemistry, fire behavior, fire suppression techniques, and extinguishing agents. 7. Wildland Firefighting: Instruct recruits on wildland firefighting techniques, equipment, and strategies specific to California's unique landscape and wildfire challenges. 8. Technical Rescue: Introduce rope rescue, confined space rescue, and trench rescue operations through classroom instruction and practical exercises. 9. State FF1 Testing: Administer proctored written and skills testing for the CA State FF1 certification, ensuring that recruits are well-prepared and meet all necessary requirements. Deliverables: 1. Comprehensive training curriculum and materials aligned with State FF1 Curriculum. 2. Sufficient number of qualified instructors, proctors, and evaluators. 3. Training facilities and equipment, including South Bay Training Center, for the duration of the academy. 4. Regular progress reports and evaluations for each recruit. DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 14 of 18 5. Proctored written and skills testing for CA State FF1 certification. 6. Coordination and communication with PAFD staff throughout the academy. Training includes: • Joint Fire Academy, with up to 12 recruits $84,630 o Single squad academy • 12 weeks of FF1 instruction o 14 weeks total  2 weeks prep • Breakdown without agency instructor or coordination o Approximately 1/3 Lecture - 1 instructor filling instructor and coordinator roll simultaneously o Approximately 1/3 Manipulative training - 1 instructor 1 coordinator  Coordinator filling in as needed • Pump operator • Skills coach • Safety officer • Other o Approximately 1/3 Manipulative training with - 2 instructors and 1 coordinator  Coordinator (1) filling in as needed • Pump operator • Skills coach • Safety officer • Other  Instructors (2) • Staffing drills that require smaller student to instructor ratio o Example: ladder throws @ 3 groups of 5 • SFT certificates and specialty courses not included: o FF2 Training and certification o Optional courses  BHCA  Driver 1A  RRAO DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 15 of 18 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. A. Travel outside the San Francisco Bay Area, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost. All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 16 of 18 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Description UOM QTY Price per Recruit TOTAL Recruits each 12 $ 7,052.50 $ 84,630 DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 17 of 18 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS 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 HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY 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 YES 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: CONSULTANT, 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 CONSULTANT 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 CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 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. DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28 Professional Services Rev. Dec.15, 2020 Page 18 of 18 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 CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: A29FD7F7-6591-4933-B96C-B90E43537E28