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HomeMy WebLinkAboutStaff Report 2307-1797CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, August 07, 2023 Council Chambers & Hybrid 5:30 PM     Agenda Item     14.Approval of a General Services Contract with All City Management Services in an Amount not to Exceed $3,920,865 Over a Five Year Term, for Crossing Guard Services; and Approval of a FY 2024 Budget Amendment in the General Fund (2/3 vote required); CEQA status - not a project. Q&A City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Police Meeting Date: August 7, 2023 Report #:2307-1797 TITLE Approval of a General Services Contract with All City Management Services in an Amount not to Exceed $3,920,865 Over a Five Year Term, for Crossing Guard Services; and Approval of a FY 2024 Budget Amendment in the General Fund (2/3 vote required); CEQA status - not a project. RECOMMENDATION Staff recommends that Council: 1. Approve and authorize the City Manager, or their designee, to execute contract C24187853, for a five-year term of August 7, 2023 through August 31, 2028, with All City Management Services, Inc., in the amount of $3,920,865 for Crossing Guard Services; and 2. Amend the Fiscal Year 2024 budget appropriation for the General Fund (requires a 2/3rd vote) by: a. Increasing the Police Department contract expense appropriation by $168,660; and b. Decreasing the Budget Stabilization Reserve by $168,660. EXECUTIVE SUMMARY A request for proposal for Crossing Guard services was issued in anticipation of the current contract end date in July 2023. One vendor responded, All City Management Services, Inc.; the same vendor that is currently serving most of the cities and school districts in the region. The City is seeking to continue the Crossing Guard program by All City Management at the same limited locations throughout the City as the current contract provides for. This is a five-year contract with annual increases, on average the annual cost is $784,000 during the contract term. BACKGROUND The City has historically provided for Crossing Guards for children going to and from school campuses at a number of intersections throughout the City. The Palo Alto Unified School District (PAUSD) has not financially contributed to the provision of services. The City Schools Liaison Committee is exploring the interagency collaborations between the City and PAUSD and this one of the services that may be reviewed. The locations to be serviced are determined by Office of Transportation (OOT) via traffic and pedestrian count data collected and evaluated against the City’s crossing guard warrants. Guidelines for school crossing guards were adopted and approved by Council in April 1993 (CMR: 173:93)1. Those guidelines are incorporated into the current Contract Scope of Work (Exhibit A) and include minimum candidate hiring standards and safety guidelines around appearance and behavior while performing the duties of crossing guard. The current contract expired July 31, 2023 and was initially adopted by City Council on the consent agenda on June 25, 2018 for a not-to-exceed amount of $3,096,7792. The previous contract actual expenses fell below the authorized spending level due to shelter in place restrictions during the term. However, should all services have been rendered, the 10% contingency would have been used to accommodate and maintain appropriate minimum wage adjustments in compliance with the City municipal code. ANALYSIS Scope Overview OOT determined 31 locations were to be staffed by one crossing guard each. Staffing would occur during the days PAUSD classes are held, including during summer school; 180 days per year. The Contractor and City staff establish the standards for hiring, and the Contractor recruits and hires their employees to staff the locations. Training and correction services will be provided by the Contractor according to standards mutually agreed to by the City and the Contractor. The Contractor is responsible for staffing when their staff cannot come to work their shift, and City staff and the Contractor will communicate regularly to respond to quality issues. Procurement Process On April 20, 2023, a notice inviting Requests for Proposal (RFP) for Crossing Guard services was posted on the PlanetBids website. The bidding period was 15 days and proposals were due May 5, 2023. A single bid was received from one qualified vendor on May 5, 2023. Summary of Request for Proposal Proposal Description Crossing Guard Services Proposed Length of Project: 5 yrs Number of Vendors Notified: 741 Number of Proposal Packages Downloaded: 7 Total Days to Respond to Proposal: 15 calendar days Pre-Proposal Meeting: Not offered 1 CMR 173:93 from April 1993 was not available to reference at the time of this writing. 2 City Council Meeting 6/25/2018 Approval of 5-yr Crossing Guard contract with All Cities Management https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=2395&compileOutputType= 1 Proposal Description Crossing Guard Services Number of Proposals Received: 1 Proposal Price Range: $3,920,779 Public Link to Solicitation: https://pbsystem.planetbids.com/portal/ 25569/bo/bo-detail/104800 Staff has reviewed the submitted bid and recommends that the proposal of $3,920,865, submitted by All City Management Services, Inc., be awarded according to the attached contract. No change order amount was included. The need for a change order is not anticipated and staff will seek a future contract amendment should it be required. For reference, 2018 records indicate the previous bid process received three bids from All City Management Services, Inc., American Guard Service., Inc, and Universal Security Company with All City Management Services, Inc. being awarded. For the current process, staff reached out to other providers seeking to understand why they did not submit a response to this procurement process. Although not all responded, the responses received included feedback such as a need to provide 8 hour shifts (as opposed to the specified split shifts for morning and afternoon in the recommended contract and RFP). A change in the scope such as this to encourage a broader response is not recommended as the level of service exceeds current services and would increase the overall cost for service delivery due to increased hours. Alternatively, some agencies have opted to staff these roles with the hiring of City employees, this is not recommended as the resources needed to direct hire employees, manage the program, and the administration associated with insources this services would not be a cost effective delivery model. Contract Cost Increases The prior five-year contract was initially for a not-to-exceed amount of $3,096,779 which included a 10% contingency. No amendments were required throughout the term of the contract. This new contract, for a similar scope of work, is increasing $824,086 (27%) over the next five-years. The cost increase for the new contract can be partially attributed to an increase in labor rate (example: 2022 to 2023 increased $25.25/hour to $30.47/hour), as well as other business operating costs. This new contract does not account for unforeseen adjustments such as changes to the number of locations serviced or hours serviced. Staff will return to Council with amendments if needed. FISCAL/RESOURCE IMPACT The FY 2024 Adopted Operating Budget approved $615,938 for the Police Department Traffic Division for Crossing Guard services. Staff recommends increasing the Fiscal Year 2024 Police Department Traffic Division operating budget by $168,660 ($615,513 to $784,173) and decreasing the Budget Stabilization Reserve (BSR) by the same amount. The BSR is expected to remain at or above the Council target of 18.5% but within its target range of up to 20% of General Fund expenses. Subsequent years of the contract are subject to appropriation of funds by the City Council through the annual budget process STAKEHOLDER ENGAGEMENT OOT directs the deployment of the Crossing Guards per the City’s Crossing Guard Warrant protocol.3 OOT and the Police Department develop the standards, and the Police Department monitors the contract with assistance from OOT. Should additional guards be needed for unforeseen circumstances, the City can ask for a cost sharing agreement with the PAUSD to account for additional funding needs. ENVIRONMENTAL REVIEW This activity is not a project under California Environmental Quality Act (CEQA) as defined in CEQA Guidelines, section 15378, because it has no potential for resulting in either a direct or reasonably foreseeable indirect physical change in the environment. ATTACHMENTS Attachment A: All City Management Services Contract, C24187853 APPROVED BY: Andrew Binder, Police Chief 3Palo Alto Crossing Guard Warrant: https://www.cityofpaloalto.org/civicax/filebank/documents/55662 Professional Services Rev. Dec.15, 2020 Page 1 of 19 CITY OF PALO ALTO CONTRACT NO. C24187853 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND ALL CITY MANAGEMENT SERVICES, INC This Agreement for Professional Services (this “Agreement”) is entered into as of the 7th day of August, 2023 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ALL CITY MANAGEMENT SERVICES, INC., a California, located at 10440 Pioneer Blvd., Suite 5, Santa Fe Springs, CA 90670 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to award a contract (the “Project”) and desires to engage a consultant to provide and perform crossing guard services, training 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 August 31, 2028 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 A. 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: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 2 of 19 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 Three Million Nine Hundred Twenty Thousand Eight Hundred Sixty-Four Dollars and Sixty-Four cents ($3,920,864.64). 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 DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 3 of 19 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 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 David Mecusker as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 4 of 19 progress, and execution of the Services and represent 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 Ben Becchetti, Police Department, Telephone: (650) 329-2232, Email: Benjamin.Becchetti@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. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 5 of 19 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 caused by or directly arising as a result of the Services performed under this Agreement, including DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 6 of 19 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: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 7 of 19 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 Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 8 of 19 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: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 9 of 19 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: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 10 of 19 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: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 11 of 19 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: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 12 of 19 CONTRACT NO. C24187853 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee ALL CITY MANAGEMENT SERVICES By:_________________________________ Name:_______________________________ Title: _______________________________ By:_________________________________ Name:_______________________________ Title: _______________________________ DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 President Baron Farwell Secretary Demetra Farwell Professional Services Rev. Dec.15, 2020 Page 13 of 19 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. 1. CONSULTANT Shall Provide or Perform the following: a. Provide crossing guard services at each location listed on “Crossing Guard Locations” on the days and during specific hours designated by the City b. Coordinate any location and schedule changes directly with the City c. Provide payroll and workers’ compensation coverage for all guards d. Provide training to all new hires e. Maintain a sufficient number of alternate guards and guarantee crossing coverage for absent or sick guards f. Supply all necessary equipment including signs, traffic vests, whistles and raincoats g. Submit invoices to the City of Palo Alto on a monthly basis for the number of hours worked by crossing guards during the previous month h. Maintain quarterly contact with the Police Department representative for quality assurance of the program 2. Crossing Guard Locations, Days and Hours: a. CONSULTANT shall be responsible for providing crossing guard services during the normal school year session and the summer school session. The normal schoolyear session is composed of 180 school days per year. The summer school session is composed of 19 school days per year. The exact dates that schools are in session are published and coordinated by the Palo Alto Unified School District. The most accurate calendar for verifying in-session days is on the School District’s website. b. CONSULTANT will provide crossing guard services on all days that school is in session, at the designated locations, during the designated hours. Currently, there are 30 (+/-1) intersections that require a crossing guard during the normal school year. The City will typically require crossing guards at 12 intersections during the Summer school session. The School District changes the summer school locations from year to year which will require the City to change the summer school crossing guard locations. The City of Palo Alto will notify the CONSULTANT in advance for summer school locations and times. c . The City reserves the right to add, delete or revise the crossing guard locations and times, provided that CONSULTANT is given 30 days written notification of any proposed changes. 3. CONSULTANT Shall Maintain the Following Minimum Standards for Crossing Guards: a. Must have a minimum of an eighth-grade education b. Be able to read, write and speak English c. Be a minimum of 18 years old d. Not have any felony convictions, misdemeanor convictions involving crimes against children, or convictions involving any violent crime e. Not be a registered sex offender or narcotics offender f. Demonstrate the following abilities and characteristics; DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 14 of 19 g. Minimum of average intelligence h. Good physical condition, including sight and hearing i. Mental alertness j. Neat appearance k. Good character l. Dependability m. Sense of responsibility for the safety of children n. Good verbal communication skills o. Familiarity with traffic rules and regulations 4. Appearance & Behavior a. Crossing Guards will not hold anything in their hands while working, except for their issued stop sign. An example of this would be the Crossing Guard’s cellphone. b. Crossing guards will use appropriate language and refrain from using profanity. c. Crossing Guards must at all times display visible picture identification showing they are an employee of the CONSULTANT d. Crossing Guards shall wear acceptable attire at all times which may be periodically subject to review by the City e. Crossing Guards shall wear their traffic vests at all times while performing crossing duties 5. CONSULTANT’s Supervisors Shall Perform the Following Duties: a. A local area supervisor shall be available at all times to see that guard activities are taking place at required locations and times. b. The supervisor shall assign schedules, monitor and supervise crossing guards when necessary and have a vehicle to travel to work sites. c. The supervisor shall visit each school site once a month. d. The supervisor must be available to the City returning phone calls as soon as possible but in all cases within 30 minutes. e. The supervisor must be available to respond to problems and/ or complaints. f. In addition to the minimum standards set forth above, the supervisor must have a minimum of a high school education and a valid California driver’s g. As requested, the area supervisor will provide pedestrian and bike counts for intersections. 6. Absent Crossing Guards a. CONSULTANT will maintain standard procedures that require crossing guards to notify the area supervisor if they will be tardy or absent for their shift. b. When crossing guards are absent, it is the responsibility of CONSULTANT and the area supervisor to staff the location with alternate personnel. c. The area supervisor shall immediately notify the Traffic Supervisor if there will be any delay or absence in providing intersection coverage. 7. Training and Orientation a. Training and orientation shall be provided prior to deploying any crossing guards. b. All training and orientation procedures shall be subject to the approval of the City of Palo Alto. DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 15 of 19 8. Crossing Guard Locations El Camino / W.Charleston 1 A.M. 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 60 P.M 02:25 - 03:40 02:25 - 03:40 01:30 - 02:20 02:25 - 03:40 02:25 - 03:40 50 El Camino / Maybell Ave 2 A.M. 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 60 P.M 02:25 - 03:40 02:25 - 03:40 01:30 - 02:15 02:25 - 03:40 02:25 - 03:40 50 El Camino / Margarita Ave 3 A.M. 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 60 P.M 02:30 - 03:45 02:30 - 03:45 01:40 - 02:30 02:30 - 03:45 02:30 - 03:45 45 El Camino/Los Robles Ave 4 A.M. 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 60 P.M 02:30 - 03:45 02:30 - 03:45 01:20 - 02:25 02:30 - 03:45 02:30 - 03:45 45 El Camino / Stanford Ave 5 A.M. 07:30 - 08:20 07:30 - 08:20 07:30 - 08:20 07:30 - 08:20 07:30 - 08:20 50 P.M 02:20 - 03:30 02:20 - 03:30 01:20 - 02:10 02:20 - 03:30 02:20 - 03:30 50 El Camino / Los Altos Ave 6 A.M. 07:40 - 08:40 07:40 - 08:40 07:40 - 08:40 07:40 - 08:40 07:40 - 08:40 60 P.M 02:30 - 03:30 02:30 - 03:30 02:30 - 03:30 02:30 - 03:30 02:30 - 03:30 60 Arastradero/ Donald Dr 7 A.M. 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 60 P.M 02:20 - 03:40 02:20 - 03:40 01:30 - 02:20 02:20 - 03:40 02:20 - 03:40 80 Arastradero/ Coulombe Dr 8 A.M. 07:30 - 08:20 07:30 - 08:20 07:30 - 08:20 07:30 - 08:20 07:30 - 08:20 50 P.M 02:20 - 03:40 02:20 - 03:40 01:30 - 02:20 02:20 - 03:40 02:20 - 03:40 60 Coulombe / Maybell Ave 9 A.M. 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 60 P.M 02:20 - 03:25 02:20 - 03:25 01:25 - 02:15 02:20 - 03:25 02:20 - 03:25 55 Charleston / Alma St 10 A.M. 07:30 - 08:15 07:30 - 08:15 07:30 - 08:15 07:30 - 08:15 07:30 - 08:15 45 P.M 02:35 - 03:50 02:35 - 03:50 01:30 - 02:20 02:35 - 03:50 02:35 - 03:50 60 Alma / Meadow Dr 11 A.M. 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 60 P.M 02:30 - 03:30 02:30 - 03:30 01:40 - 02:20 02:30 - 03:30 02:30 - 03:30 60 E. Meadow / Waverley St 12 A.M. 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 60 P.M 02:00 - 03:30 02:00 - 03:30 01:30 - 02:20 02:00 - 03:30 02:00 - 03:30 90 E. Charleston / Nelson Dr 13 A.M. 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 60 P.M 02:00 - 03:30 02:00 - 03:30 01:30 - 02:30 02:00 - 03:30 02:00 - 03:30 60 E.Charleston / Carlson Ct 14 A.M. 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 07:30 - 08:30 60 P.M 02:00 - 03:30 02:00 - 03:30 01:30 - 02:30 02:00 - 03:30 02:00 - 03:30 55 E. Meadow / Middlefield 15 A.M. 07:30 - 07:30 - 08:30 07:30 - 07:30 - 08:30 07:30 - 60 DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 16 of 19 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. 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: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 17 of 19 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Year Number of CG Number of Days Hours/Day Hourly Rate Total 2023-2024 31 180 4 $30.47 $680,090.40 2024 Summer 12 19 4 $30.47 $27,788.64 2024-2025 31 180 4 $32.10 $716,472.00 2025 Summer 12 19 4 $32.10 $29,275.20 2025-2026 31 180 4 $33.73 $752,853.60 2026 Summer 12 19 4 $33.73 $30,761.76 2026-2027 31 180 4 $35.39 $789,904.80 2027 Summer 12 19 4 $35.39 $32,275.68 2027-2028 31 180 4 $37.08 $827,625.60 2028 Summer 12 19 4 $37.08 $33,816.96 DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 18 of 19 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 Not Required Approved to remove from risk. 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. 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 THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Professional Services Rev. Dec.15, 2020 Page 19 of 19 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: HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: 24C042ED-6308-48F5-A34E-7E45F996D2F2 Dear Mayor and Council Members: On behalf of City Manager Ed Shikada, please find below the staff responses to questions from Councilmember Tanaka regarding the Monday, August 7 Council Meeting consent agenda items. Item 10: Approval and Authorization of the City Manager to Execute a Contract with Allied Universal Technology Services (AUTS) (C24187696) in an Amount Not-to-Exceed $778,275 over 5 years and one month period ending June 30, 2028 to provide Intrusion Detection System (IDS) monitoring and notification services. CEQA status - not a project. 1. The new contract includes annual cost increases to account for inflation expectations, which were not part of the previous contract. How are these increases calculated, and what specific costs or factors do they account for? Can you provide a detailed breakdown of the cost differences between the two contracts? Staff response: The staff recommendation has been revised in a supplemental memorandum released as part of the revised August 7, 2023 agenda, reflecting a one year contract term and no longer includes this provision. Item 12: Approval of FY 2024 Budget Amendment in the Residential Housing In-Lieu Fund for the Reappropriation of $3.0 million from FY 2023 to FY 2024 for 231 Grant Avenue Loan Agreement; CEQA – Not a Project 1. How were Mercy Housing and Abode Communities selected as the developers, and what criteria were used in the selection process? Was there an open bid for the development contract, and if not, why not? Staff response: In February 2019, Santa Clara County issued a Request for Proposals (RFP) to “create a high-quality educator workforce housing development at a central location in Palo Alto”. Both Mercy Housing and Abode Communities responded to the RFP and were later selected by the County. City staff do not have the details of the RFP criteria. For more information, please visit the Mercy Housing California and Abode Communities Frequently Asked Questions webpage. Item 14: Approval of a General Services Contract with All City Management Services in an Amount not to Exceed $3,920,865 Over a Five Year Term, for Crossing Guard Services; and Approval of a FY 2024 Budget Amendment in the General Fund (2/3 vote required); CEQA status - not a project. 1. The document also notes that the previous bid process received three bids, whereas the current one received only one. Although information about providers’ needs to provide 8- hour shifts is mentioned as an obstacle to responding, the RFP was sent to 741 vendors and no other possible explanations for the lack of responses are mentioned. Why did this bid process only result in one bid, and what efforts were made to encourage vendors to make bids? Staff response: Police Department staff can only presume to know the reason why only one company responded to the bid. Police staff are aware there are very few companies that provide crossing guard services in the region. Staff was able to identify three companies as possibly being capable of performing these services in compliance with the City of Palo Alto and State of CA traffic laws and regulations. Those three vendors were solicited. Police staff are not able to explain why the purchasing portal contains 741 potential vendors. Several cities perform crossing guard services through a city-led, internal program, if they are not contracting those services. However, the Police staff recognized, many years ago, the most cost-effective method to perform crossing guard services in Palo Alto was through an independent contractor. Staff still maintains that position due to the added workload of recruiting, hiring, staffing, and managing over 30 workers and their alternates (up to 60 part-time workers) to assign to 30 locations at short shifts, 180 days each school year. 2. The 27% cost increase is attributed to labor cost increases, but were there any other factors? If so, what were they? Regarding labor costs, it is important to note that for the previous 5-year contract, the wage rate only rose from $23.02 in 2018 to $25.25 in 2023. The last several years post- pandemic, there have been some staffing and supervision issues, due to the nature of the job and the relatively few hours per day, that staff anticipates the increase in hourly wage should alleviate. The additional labor cost can also be attributed to increases in spending for hiring/recruitment, additional in-field supervision, training, equipment, and insurance costs (according to All Cities Management Service). The current bid being reviewed has an increase of $1.63/hour each year for the 5-year period, from $30.47 in 2023 to $37.08 in 2028.