HomeMy WebLinkAboutStaff Report 2411-3746CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, December 16, 2024
Council Chambers & Hybrid
5:30 PM
Agenda Item
14.Approval of Contract Amendment Number 3 to Contract #S20178065 with OIR Group, in
the Amount of $20,000 and for a six-month extension to continue Independent Police
Auditing Services in Palo Alto. CEQA Status – Not a Project.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Manager
Meeting Date: December 16, 2024
Report #:2411-3746
TITLE
Approval of Contract Amendment Number 3 to Contract #S20178065 with OIR Group, in the
Amount of $20,000 and for a six-month extension to continue Independent Police Auditing
Services in Palo Alto. CEQA Status – Not a Project.
RECOMMENDATION
Staff recommends that City Council approve and authorize the City Manager or designee to
execute Amendment No. 3 to Contract #S20178065 with OIR Group (Attachment A) to extend
the contract through July 31, 2025 and add $20,000 for the continuation of independent police
auditing services in Palo Alto. This amendment results in a revised total contract not-to-exceed
amount of $232,500.
BACKGROUND AND ANALYSIS
Since 2006, Palo Alto has utilized an Independent Police Auditor (IPA) to conduct secondary
review of defined investigations of uniformed Police Department personnel and provide related
services. Since the inception of the IPA program, the City has contracted with the Office of
Independent Review (OIR Group), to provide these services. Michael Gennaco and Stephen
Connolly, the principals of OIR Group, are the OIR staff who provide these services to Palo Alto.
The City last issued a Request for Proposals (RFP) for independent police auditing services in
2019 and three firms submitted proposals. The contract has been amended two times to date.
Staff is extending this current agreement to allow time to perform an RFP process as it has been
five years since the last RFP for this service.
FISCAL/RESOURCE IMPACT
This contract amendment adds $20,000 to this contract to cover the activities to be done
between January 2025 and June 2025. The IPA contract is administered through the Clerk’s
Office and funded through the City Council budget. The Fiscal Year 2025 Operating Budget
includes funding for the existing contract. The funding for the amendment will come from the
City Council Operations Contract Services budget.
STAKEHOLDER ENGAGEMENT
The public has an opportunity to engage with the Independent Police Auditor with the City
Council twice per year when the IPA does a study session with the IPA. Additionally, members
of the public can send information directly to the IPA at the contact information on the
Independent Police Auditor webpage
(https://www.cityofpaloalto.org/Departments/Police/Accountability/Independent-Police-
Auditor). No specific engagement was done for this contract amendment.
ENVIRONMENTAL REVIEW
Not a project.
ATTACHMENTS
Attachment A: OIR Group Contract Amendment No 3 - Contract S2018065
APPROVED BY:
Ed Shikada, City Manager
Vers.: Aug. 5, 2019
Page 1 of 7
AMENDMENT NO. 3 TO CONTRACT NO. S20178065
BETWEEN THE CITY OF PALO ALTO AND
MICHAEL GENNACO DBA OIR GROUP
This Amendment No. 3 (this “Amendment”) to Contract No. S20178065 (the “Contract”
as defined below) is entered into as of December 9, 2024, 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 of independent police auditor services, as detailed therein.
B. The Parties now wish to amend the Contract in order to (1) increase the
compensation by Twenty Thousand Dollars ($20,000) from Two Hundred Twelve Thousand and
Five Hundred Dollars ($212,500) to a new not to exceed amount of Two Hundred Thousand
Thirty-Two Thousand Five Hundred Dollars ($232,500), (2) extend the contract term date from
January 1, 2025 by an additional six months to June 30, 2025, 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. S20178065
between CONSULTANT and CITY, dated December 16, 2019, as amended
by:
Amendment No.1, dated July 20, 2021
Amendment No.2, dated January 1, 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:
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Page 2 of 7
“The term of this Agreement shall be from the date of its full execution through June 30, 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:
“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 Two Hundred Twelve
Thousand Five Hundred Dollars ($212,500). 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 Thirty-Two Thousand
Five Hundred Dollars ($232,500). 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.
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.
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(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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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
Officer 1
By:
Name:
Title:
Attachments:
Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS.
Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.
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Michael Gennaco
Principal, OIR Group
Vers.: Aug. 5, 2019
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Exhibit B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 3
(AMENDED, REPLACES PREVIOUS)
Consultant shall complete reports for calendar years 2020, 2021, 2022, 2023, 2024 and 2025.
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.
In calendar year 2025, CONSULTANT shall complete one report, for publication in
approximately February/March 2025, containing all matters completed since the last
published report.
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Exhibit C
COMPENSATION, AMENDMENT NO. 3
(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, 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.
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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
2025
• Basic services compensated at rate of $20,000, expected to result in $20,000 in compensation
paid.
• Reimbursable travel – one in-person appearance at Council expected, in spring 2025
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