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Home My WebLink AboutStaff Report 2306-163519.Approval and authorization to execute contract Amendment No. 2 with the OIR Group for an additional two-year period and an additional $105,000 for a new not-to-exceed amount of $212,500 for independent police auditing services with a new expiration date of January 1, 2025. City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: City Manager Meeting Date: June 19, 2023 Report #:2306-1635 TITLE Approval and authorization to execute contract Amendment No. 2 with the OIR Group for an additional two-year period and an additional $105,000 for a new not-to-exceed amount of $212,500 for independent police auditing services with a new expiration date of January 1, 2025. RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager to execute contract Amendment No. 2 with the OIR Group for an additional two-year period and an additional $105,000 for a new not-to-exceed amount of $212,500 for independent police auditing services with a new expiration date of January 1, 2025 (Attachment A). BACKGROUND Since approximately 2006, Palo Alto has contracted with an outside firm to act as Independent Police Auditor (IPA). The IPA performs several functions for Palo Alto. First, the IPA provides independent review of PAPD internal affairs investigations. Department management confers with IPA periodically as investigations are opened and in process. When the Department’s investigation is complete, the IPA conducts a secondary review and assesses “thoroughness, objectivity and appropriateness” of the investigation and disposition. Where appropriate, the IPA provides recommendations for training, procedural adjustments or other follow-up actions. In 2014, the City issued a Request for Proposals for independent police auditor services. Three firms submitted proposals. The City selected the Michael Gennaco dba Office of Independent Review (OIR Group) as the most qualified to perform the services. The contract between the City and the OIR Group expired in October 2019 and was bid again at that time and OIR Group was awarded the contract again. The 2019 contract1 was amended in July 2021 as a culmination of expanded contract scope for the IPA that stemmed from the City’s race and equity efforts over the previous year. Link to the updated scope Amendment No. 1: 1 2019 Contract and Staff report: https://www.cityofpaloalto.org/files/assets/public/police- department/accountability/cmr10924-oir-contract.pdf https://www.cityofpaloalto.org/files/assets/public/police-department/accountability/oir- contract-s20178065-amendment-one.pdf). Amendment No. 1 also intended to add travel to the contract amount, though that was inadvertently left out of the not-to-exceed total. ANALYSIS This Amendment No. 2 corrects the not-to-exceed amount to account for travel for the two planned visits annually with OIR at City Council. It also extends the contract for two additional years with the correct base contract amount given the updated scope. Lastly, it adds an additional $10,000 for additional services if needed by the City during the contract period. The outline below identifies the historic and expected annual expenditures by type and amount under the Agreement, including Amendments No. 1 and 2. All dates refer to calendar years: Calendar Year 2020 •Basic services compensated at rate of $25,000, resulting in $25,000 in total 2020 compensation paid. Calendar Year 2021 (Amendment 1 effective approximately July 1, 2021) •January 1, 2021 through June 30, 2021, basic services compensated at rate of $25,000 annually, resulting in $12,500 in compensation paid for six months of services. •July 1, 2021 through December 31, 2021, basic services rate increased to $40,000 annually to reflect additional scope, resulting in $20,000 in compensation paid for six months of services. Total 2021 compensation paid: $32,500 Calendar Year 2022 •Basic services compensated at rate of $40,000, resulting in $40,000 in compensation paid. •Reimbursable travel – two in-person appearances at Council in spring and fall 2022 •Additional services – Consulting project #1 (Recruitment and Hiring) initiated, with task order budgeted at $10,000. Total 2022 Compensation paid: $45,000 without additional services or up to $55,000 if additional project services are assigned. Calendar Year 2023 •Basic services compensated at rate of $40,000, expected to result in $40,000 in compensation paid. •Reimbursable travel – two in-person appearances at Council expected, in spring and fall 2023. •Additional services – Consulting project #1 (Recruitment and Hiring) completed. $10,000 remaining for Additional Services if desired by City Total 2023 planned Compensation: $45,000 without additional services or up to $55,000 if additional project services are assigned. Calendar Year 2024 •Basic services compensated at rate of $40,000, expected to result in $40,000 in compensation paid. •Reimbursable travel – two in-person appearances at Council expected, in spring and fall 2024 Total 2024 planned Compensation: $45,000 RESOURCE IMPACT Departmental budgets include adequate funding for this contract. ENVIRONMENTAL REVIEW Approval of this contract is not a project for the purposes of the California Environmental Quality Act. See CEQA Guidelines 15378(b)(5): administrative activities that will not result in direct or indirect physical changes in the environment. ATTACHMENTS Attachment A: Amendment No. 2 with OIR Group for IPA services APPROVED BY: Ed Shikada, City Manager Vers.: Aug. 5, 2019 Page 1 of 6 AMENDMENT NO. TWO TO CONTRACT NO. S20178065 BETWEEN THE CITY OF PALO ALTO AND MICHAEL GENNACO DBA OIR GROUP This Amendment No. 2 (this “Amendment”) to Contract No. S20178065 (the “Contract” as defined below) is entered into as of January 1, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL GENNACO DBA OIR GROUP, a sole proprietor, located at 7142 Trask Avenue, Playa Del Rey, CA, 90293 (“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 (as defined below) was entered into by and between the Parties hereto for the provision professional services, as detailed therein. B. The Parties now wish to amend the Contract in order to increase compensation by One Hundred Ten Thousand Dollars ($110,000) from One Hundred Seven Thousand Five Hundred Dollars ($107,500) to a new not to exceed amount of Two Hundred Seventeen Thousand Five Hundred Dollars ($217,500); extend the term for two (2) additional years, from January 1, 2023 through January 1, 2025; and correct a clerical omission regarding reimbursable expenses. 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. C20178065 between CONSULTANT and CITY, dated December 16, 2019, as amended by: Amendment No. 1, dated July 20, 2021 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: “The term of this Agreement shall be from the date of its full execution through January 1, 2025, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows: DocuSign Envelope ID: C037561D-DA65-4F83-913E-66310DBEA859 Vers.: Aug. 5, 2019 Page 2 of 6 The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (also referred to herein as the “Basic Services”), and reimbursable expenses (if specified in Exhibit “C”), (“Basic Services”), and reimbursable expenses, shall not exceed One Hundred Ninety-Two Thousand Five Hundred Dollars ($192,500). In addition to the not-to-exceed compensation specified above, CITY has set aside the not-to-exceed compensation amount of Twenty Thousand Dollars ($20,000) for the performance of Additional Services. CONSULTANT agrees to complete all Basic Services, including specified reimbursable expenses, within this amount. In the event Additional Services (defined below) are authorized, the total compensation for Basic Services, Additional Services and specified reimbursable expenses shall not exceed Two Hundred Twelve Thousand Five Hundred Dollars ($212,500). The applicable rate schedule is set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amounts of compensation set forth herein shall be at no cost to the CITY. 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 at Exhibit “A”. 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 “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS. b. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS. 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 5. 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: C037561D-DA65-4F83-913E-66310DBEA859 Vers.: Aug. 5, 2019 Page 3 of 6 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 ______________________________ City Manager APPROVED AS TO FORM: ______________________________ City Attorney or designee MICHAEL GENNACO DBA OIR GROUP By:______________________________ Name:___________________________ Title:____________________________ Attachments: EXHIBIT “B”: SCHEDULE OF PERFORMANCE (AMENDED, REPLACES PREVIOUS) EXHIBIT “C”: COMPENSATION (AMENDED, REPLACES PREVIOUS) DocuSign Envelope ID: C037561D-DA65-4F83-913E-66310DBEA859 Michael Gennaco Principal, OIR Group Vers.: Aug. 5, 2019 Page 4 of 6 EXHIBIT “B” SCHEDULE of PERFORMANCE (AMENDED, REPLACES PREVIOUS) Consultant shall complete reports for calendar years 2020, 2021, 2022, 2023 and 2024. Beginning in calendar year 2023, the following additional specific schedule shall apply: In calendar year 2023, CONSULTANT shall complete two reports, for publication in approximately February/March and August 2023, containing all matters completed since the last published report. In calendar year 2024, CONSULTANT shall complete two reports, for publication in approximately February/March and August 2024, containing all matters completed since the last published report. DocuSign Envelope ID: C037561D-DA65-4F83-913E-66310DBEA859 Vers.: Aug. 5, 2019 Page 5 of 6 EXHIBIT “C” COMPENSATION (AMENDED, REPLACES PREVIOUS) 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 up to the not-to-exceed amount of: Fifteen Thousand Dollars ($15,000). A. Travel from CONSULTANT’S office to Palo Alto City Hall, 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. All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, DocuSign Envelope ID: C037561D-DA65-4F83-913E-66310DBEA859 Vers.: Aug. 5, 2019 Page 6 of 6 schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. SCHEDULE OF EXPENDITURES For the convenience of the Parties, the following identifies the historic and expected annual expenditures by type and amount under the Agreement, including Amendments One and Two. All dates refer to calendar years: 2020 • Basic services compensated at rate of $25,000, resulting in $25,000 in compensation paid. 2021 (Amendment One effective approximately July 1, 2021) • January 1, 2021 through June 30, 2021, basic services compensated at rate of $25,000 annually, resulting in $12,500 in compensation paid for six months of services. • July 1, 2021 through December 31, 2021, basic services rate increased to $40,000 annually to reflect additional scope, resulting in $20,000 in compensation paid for six months of services. 2022 • Basic services compensated at rate of $40,000, resulting in $40,000 in compensation paid. • Reimbursable travel – two in-person appearances at Council in spring and fall 2022 • Additional services – Consulting project #1 (Recruitment and Hiring) initiated, with task order budgeted at $10,000. 2023 • Basic services compensated at rate of $40,000, expected to result in $40,000 in compensation paid. • Reimbursable travel – two in-person appearances at Council expected, in spring and fall 2023. • Additional services – Consulting project #1 (Recruitment and Hiring) completed. $10,000 remaining for Additional Services if desired by City. 2024 • Basic services compensated at rate of $40,000, expected to result in $40,000 in compensation paid. • Reimbursable travel – two in-person appearances at Council expected, in spring and fall 2024 DocuSign Envelope ID: C037561D-DA65-4F83-913E-66310DBEA859 Certificate Of Completion Envelope Id: C037561DDA654F83913E66310DBEA859 Status: Completed Subject: Complete with DocuSign: S20178065 Amendment no. 2 final approved.pdf Source Envelope: Document Pages: 6 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Annmarie Romero AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 annmarie.romero@cityofpaloalto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/7/2023 11:51:25 AM Holder: Annmarie Romero annmarie.romero@cityofpaloalto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Michael Gennaco michael.gennaco@oirgroup.com Principal, OIR Group Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 104.174.143.23 Sent: 6/7/2023 11:53:31 AM Viewed: 6/7/2023 11:58:32 AM Signed: 6/7/2023 11:59:02 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Chantal Gaines Chantal.Gaines@CityofPaloAlto.org Assistant to City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/7/2023 11:59:03 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ingrid Velasquez Ingrid.Velasquez@CityofPaloAlto.org Administrative Assistant City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/7/2023 11:59:03 AM Viewed: 6/8/2023 9:01:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/7/2023 11:53:31 AM Certified Delivered Security Checked 6/7/2023 11:58:32 AM Signing Complete Security Checked 6/7/2023 11:59:02 AM Completed Security Checked 6/7/2023 11:59:03 AM Payment Events Status Timestamps