HomeMy WebLinkAboutStaff Report 2505-4674CITY OF PALO ALTO
CITY COUNCIL
Monday, June 09, 2025
Council Chambers & Hybrid
5:30 PM
Agenda Item
13.Approval of Contract Amendment Number 1 to Contract Number S22183280 with Sloan
Sakai Yeung & Wong, LLP for Legal Services, Extending the Term to July 1, 2028 and
Increasing the Amount Not to Exceed by $200,000, Bringing the New Total Not to Exceed
to $455,000; CEQA Status – Not a Project.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Human Resources
Meeting Date: June 9, 2025
Report #:2505-4674
TITLE
Approval of Contract Amendment Number 1 to Contract Number S22183280 with Sloan Sakai
Yeung & Wong, LLP for Legal Services, Extending the Term to July 1, 2028 and Increasing the
Amount Not to Exceed by $200,000, Bringing the New Total Not to Exceed to $455,000; CEQA
Status – Not a Project.
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to
execute Amendment No 1. to Contract No. S22183280 (Attachment A), with Sloan Sakai Yeung
& Wong, LLP to extend the term by three years and increase the amount not-to-exceed
$200,000 for on-going labor negotiation legal services. This amendment results in a revised
total contract not-to-exceed amount of $455,000 through July 1, 2028.
BACKGROUND
Using outside legal counsel for complex labor contract negotiations helps ensure the City
follows all local, state, and federal laws while protecting its interests. Some labor agreements
can be more intricate than others and may have a myriad of items involved that must comply
with collective bargaining laws, employment regulations, and legal best practices. Outside
counsel provides specialized expertise, helps avoid legal risks, and offers an objective
perspective in negotiations. Their support ensures agreements are legally sound, fair, and in the
best interest of both the City and its employees.
ANALYSIS
This report requests approval to amend the City's existing legal services contract with Sloan
Sakai Yeung & Wong, LLP to support ongoing labor negotiations. With several union contracts
set to expire this year, expert legal counsel is essential to navigating the complex and sensitive
issues involved. The amendment increases the contract’s not-to-exceed amount from $255,000
to $455,000, adding $200,000 to cover ongoing and future legal services. Human Resources is
using exemption 2.30.360(g)1 to proceed with this amendment without a competitive
solicitation. To date, nearly $200,000 has been paid under the current contract. The additional
funding will support labor negotiations through July 1, 2028. Human Resources (HR) staff has
recognized the value of using third-party legal counsel, and the continuation of these essential
services is critical to effectively balancing the inherent tension to negotiate and close out
contract negotiations while protecting City and employee interests and maintaining positive
relationships with union partners.
•Duration: 3-year extension, resulting in a 6-year contract. The three-year extension
includes an average annual rate increase of 7.33% for contract years 2026–2028
compared to the prior 3-year term, reflecting inflation and the value of specialized legal
expertise.
•Scope of legal services including but are not limited to:
o Pre labor negotiations services
o Draft policy and parameters recommendations for negotiations
o Conduct negotiations with bargaining units
o Draft, present and finalize final agreement
o Handle post negotiation issues and documentation
FISCAL/RESOURCE IMPACT
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
1 Legal services contracts, including, without limitation, the services of outside counsel, consultants and
other experts needed for litigation, administrative or other legal proceedings.
will not result in direct or indirect physical changes in the environment. CEQA Guidelines
section 15378(b)(5).
ATTACHMENTS
APPROVED BY:
Vers.: Aug. 5, 2019
Page 1 of 10
AMENDMENT NO. 1 TO CONTRACT NO. S22183280
BETWEEN THE CITY OF PALO ALTO AND
SLOAN SAKAI YEUNG & WONG, LLP.
This Amendment No. 1 (this “Amendment”) to Contract No. S22183280 (the “Contract”
as defined below) is entered into as of May 26, 2025, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and SLOAN SAKAI YEUNG & WONG, LLP., a
Limited Liability Partnership, located at 555 Capitol Mall, Suite 600, Sacramento, CA 95814
(“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 labor negotiation legal services, as detailed therein.
B. The Parties now wish to amend the Contract in order to extend the term by thirty
six (36) months, changing the expiration date from July 1, 2025 to July 1, 2028 and increase
compensation value for an additional Two Hundred Thousand Dollars ($200,000), changing total
not-to-exceed compensation from Two Hundred Fifty Five Thousand Dollars ($255,000) to Four
Hundred Fifty Five Thousand Dollars ($455,000).
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. S22183280_
between CONSULTANT and CITY, dated July 1, 2022.
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 1. “SCOPE OF SERVICES” of the Contract is hereby amended to read
as follows:
“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.
Optional On-Call Provision (This provision only applies if checked and only applies to
on-call agreements.)
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2
Vers.: Aug. 5, 2019
Page 2 of 10
CITY may elect to, but is not required to, authorize on-call Services up to the maximum
compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on-call Services only by advanced, written authorization
from CITY as detailed in this Section. On-call Services, if any, shall be authorized by
CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager,
as identified in Section 13 (Project Management). Each Task Order shall be in substantially
the same form as Exhibit A-1 entitled “PROFESSIONAL SERVICES TASK ORDER”.
Each Task Order shall contain a specific scope of services, schedule of performance and
maximum compensation amount, in accordance with the provisions of this Agreement.
Compensation for on-call Services shall be specified by CITY in the Task Order, based on
whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set
forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s
Project Manager within the time specified by the Project Manager, and upon authorization
by CITY (defined as counter-signature by the CITY Project Manager), the fully executed
Task Order shall become part of this Agreement. The cumulative total compensation due
to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the
amount of compensation set forth in Section 4. CONSULTANT shall only be compensated
for on-call Services performed under an authorized Task Order and only up to the
maximum compensation amount set forth in Section 4. Performance of and payment for
any on-call Services are subject to all requirements and restrictions in this Agreement.”
SECTION 3. Section 2. “TERM” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be effective as of July 1, 2022 through July 1, 2028 unless
terminated earlier pursuant to Section 19 (Termination) of this Agreement.”
SECTION 4. 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 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
Four Hundred Fifty Five Thousand Dollars ($455,000). 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. Section 30. “EXHIBITS” of the Contract is hereby amended to read as follows:
“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
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2
Vers.: Aug. 5, 2019
Page 3 of 10
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS”
SECTION 6. The following exhibit(s) to the Contract is/are hereby amended or added, as
indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are
hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES
PREVIOUS.
b. Exhibit “A-1” entitled “PROFFESIONAL SERVICE”, ADDED.
c. Exhibit “B” entitled “SCHEDULE OF PERFORMANCES”, AMENDED,
REPLACES PREVIOUS.
d. Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES
PREVIOUS.
SECTION 7. 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 8. 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: D9E5E771-2348-428F-8621-EDB34412ACA2
Vers.: Aug. 5, 2019
Page 4 of 10
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
SLOAN SAKAI YEUNG & WONG, LLP.
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments:
EXHIBIT A – SCOPE OF SERVICES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS)
EXHIBIT A-1 – PROFFESIONAL TASK ORDER, AMENDMENT NO.1 (ADDED)
EXHIBIT B – SCHEDULE OF PERFORMANCES, AMENDMENT NO.1 (AMENDED, REPLACES
PREVIOUS)
EXHIBIT C-1 – SCHEDULE OF RATES, AMENDMENT NO.1 (AMENDED, REPLACES
PREVIOUS)
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2
Charles Sakai
Partner
Allyson Hauck
Partner
Vers.: Aug. 5, 2019
Page 5 of 10
EXHIBIT A
SCOPE OF SERVICES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT will provide the Services detailed in this Exhibit A, entitled “SCOPE
OF SERVICES”. Notwithstanding any provision herein to the contrary,
CONSULTANT’s duties and services described in this Scope of Services shall not
include preparing or assisting CITY with any portion of CITY’s preparation of a request
for proposals, request for qualifications, or any other solicitation regarding a subsequent
or additional contract with CITY. CITY shall at all times retain responsibility for public
contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in the planning, discussions, or drawing of project plans
or specifications shall be limited to conceptual, preliminary, or initial plans or
specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for
a subsequent contract on any subsequent phase of this project have access to the same
information, including all conceptual, preliminary, or initial plans or specifications
prepared by CONSULTANT pursuant to this Scope of Services
CONSULTANT will provide Labor Negotiations On-Call Services as described in the
following phases below.
Phase I: REVIEW INFORMATION
To prepare for contract negotiation planning, CONSULTANT will obtain and review
information 60-90 days prior to the expiration of contract by performing tasks including
but not limited to the following:
A. Advise and consult with City Manager and Employee Relations to understand
employment conditions and employer-employee relations, as well as on City
economic parameters and overall labor relations strategy.
B. Review relevant financial data related to City budget and negotiation's
economic parameters.
C. Identify the CITY's bargaining team members.
D. Prepare negotiations primer for Team (HR Director, City Manager, Chief Financial
Officer and CONSULTANT), as needed. Some jurisdictions request that
CONSULTANT train their negotiations teams so that the CITY will be in a position
to conduct their own negotiations in the future.
E. Review Memorandum Of Agreements; identify operational issues and possible
proposals; review grievances, arbitrations and/or Public Employment Relations
Board cases if any since the last contract negotiations; gain understanding of CITY's
fiscal picture for upcoming fiscal years; conduct salary and compensation analysis
(note: Sloan Sakai has a classification and compensation group), review CITY’s
Employer Employee Relations Policy related to bargaining and/or impasse
procedures and identification of any major CITY issues for overall negotiations (i.e.
concessions, medical or pension issues) and specific bargaining units.
F. Discuss with Team bargaining history for each unit and identify expected
employee issues in bargaining for this phase.
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2
Vers.: Aug. 5, 2019
Page 6 of 10
G. Generate 1% of payroll for each bargaining unit and review benefits and
medical information.
Phase II: DRAFT POLICY
CONSULTANT will Draft Policy and Parameters Recommendations
A. Based on the information obtained and reviewed in Phase 1 by Team (HR Director,
City Manager, Chief Financial Officer and CONSULTANT) develop overall policy
and parameter recommendations for City Council consideration prior to
negotiations; and
B. Draft proposals consistent with direction of City policy makers.
Phase III: NEGOTIATIONS
CONSULTANT will conduct Negotiations with each Bargaining Unit:
A. Meet and confer in good faith with representatives of the employee
organizations to develop consistent ground rules.
B. Generate a proposal tracking form that tracks union and CITY proposals on an
ongoing basis for quick reference that can be used to report to and update the City
Manager and City Council.
C. Generate information request tracker which identifies the date of each information
request, the subject of the request, the date the CITY responded, and the
information provided.
D. Conduct analysis and consult regarding union's proposal and Team
recommendation, prepare City proposals and counter proposals for Council
consideration and communicate with the Council if union proposals are outside of
the overall parameters provided by the Council.
E. Train official note taker on how to take comprehensive bargaining notes.
F. Generate bargaining proposal/counter proposal language on an ongoing and timely
basis with Team; prepare MOA language based on negotiated agreements.
G. Work with Team on analyzing Union/Association proposals and determining if
additional research is necessary to respond to proposal.
H. Ensure that Team reviews with Departments on operational issues that arise
through bargaining if requested by the City Manager or Employee Relations.
I. Maintain ongoing communications with the City Manager, City Council and
Employee Relations through written and/or oral reports;
J. Negotiate to tentative agreement or through new AB 646 in the California
Government Code, Section 3505.4 through 3505.7 impasse procedures if
necessary.
Phase IV: FINAL AGREEMENT
Upon reaching Final Agreement, CONSULTANT will:
A. Prepare tentative agreements using the City's format.
B. Obtain overall tentative agreement authorization with the City Council.
C. Prepare and present overall tentative agreement to the City Council in closed session.
D. Ensure that all contract languages are finalized and signed.
E. Assist the CITY in drafting Staff Reports, Resolutions, and finalized MOA
documents.
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2
Vers.: Aug. 5, 2019
Page 7 of 10
Phase V: CLOSING-OUT NEGOTIATIONS
Upon finalizing the Agreement, CONSULTANT will:
A. Review negotiations files to ensure CITY has a complete set of files for its records.
B. Resolve any post negotiation issues as directed, including consulting as to
resolving employer/employee issues inclusive of grievances, assisting with
preparation and presentation of arbitrations.
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2
Vers.: Aug. 5, 2019
Page 8 of 10
EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER, AMENDMENT NO.1
(ADDED)
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions
of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this
Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical
and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)
REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2
Vers.: Aug. 5, 2019
Page 9 of 10
EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so
long as all work is completed within the term of the Agreement.
Milestones Number of Days/Weeks (as specified below)
1. Phase 1: Review Information 60-90 days prior to the expiration of contract
2. Phase 2: Draft Policy To be determined (TBD) by Task Order within term of Agreement.
3. Phase 3: Negotiations TBD by Task Order within term of Agreement.
4. Phase 4: Final Agreement TBD by Task Order within term of Agreement.
5. Phase 5: Closing-out Negotiations TBD by Task Order within term of Agreement.
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2
Vers.: Aug. 5, 2019
Page 10 of 10
EXHIBIT C-1
SCHEDULE OF RATES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT’s schedule of rates is as follows:
2022 to 2025 Rates:
2026 to 2028 (Amendment No.1) Rates:
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2