HomeMy WebLinkAboutStaff Report 2602-5961CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, February 23, 2026
Council Chambers & Hybrid
5:30 PM
Agenda Item
7.Approval of a Contract to Patrol Four Railroad Grade Crossings (vendor, term, and cost
TBD); Approval Cost Sharing Agreement with Palo Alto Unified School District; and
Approve Related Budget Amendments; CEQA status – Not a project
Approval of Amendment No. 1 to Contract No. S26196996 for One Year with Yosh
Enterprises Inc. dba Orion Security for Track Watch Services at Four Grade Crossings in
the Amount of $1,623,314 for a New Total Not-to-Exceed Amount of $1,708,314;
Authorize the Negotiation and Execution of a Cost Sharing Agreement with Palo Alto
Unified School District for $854,157; and Approval of a Fiscal Year 2026 Operating Budget
Amendment in the General Fund; CEQA status - Not a project. Title Updated, Late Packet
Report added. Public Comment
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Police
Meeting Date: February 23, 2026
Report #:2602-5961
TITLE
Approval of a Contract to Patrol Four Railroad Grade Crossings (vendor, term, and cost TBD);
Approval Cost Sharing Agreement with Palo Alto Unified School District; and Approve Related
Budget Amendments; CEQA status – Not a project
This will be a late packet report published on February 19, 2026.
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Police
Meeting Date: February 23, 2026
Report #:2602-5924
TITLE
Approval of Amendment No. 1 to Contract No. S26196996 for One Year with Yosh Enterprises
Inc. dba Orion Security for Track Watch Services at Four Grade Crossings in the Amount of
$1,623,314 for a New Total Not-to-Exceed Amount of $1,708,314; Authorize the Negotiation
and Execution of a Cost Sharing Agreement with Palo Alto Unified School District for $854,157;
and Approval of a Fiscal Year 2026 Operating Budget Amendment in the General Fund; CEQA
status - Not a project.
RECOMMENDATION
Staff recommends that the City Council:
1. Approve and authorize the City Manager or their designee to execute Amendment No. 1
to Contract No. S26196996 (Attachment A) with Yosh Enterprises Inc. dba Orion
Security to provide track watch services at four Caltrain grade crossings in the Amount
of $1,623,314, for a new total not-to-exceed amount of $1,708,314;
2. Approve and authorize the City Manager or their designee to negotiate and execute a
Cost Sharing Agreement with Palo Alto Unified School District (PAUSD) for $854,157 for
50% of the track watch services contract cost (Draft - Attachment B); and
3. Amend the Fiscal Year 2026 Operating Budget Appropriation for the General Fund
(requires a 2/3 vote) by:
a. Increasing the Police Department revenue by $427,078
b. Increasing the Police Department contract expense appropriation by
$854,157; and
c. Decreasing the Budget Stabilization Reserve (BSR) by $427,078
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BACKGROUND
1 and again July 2016 to June 20182. The service
provided on-site monitoring in response to teen fatalities that have occurred along the
Caltrain corridor in Palo Alto.
ANALYSIS
1 September 13, 2010, City Council Meeting, Information Report: Contracts Awarded by City Manager
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=74230&dbid=0&repo=PaloAlto
2 June 5, 2017 City Council Meeting, Item #6, Link: https://www.paloalto.gov/files/assets/public/v/1/agendas-
minutes-reports/reports/city-manager-reports-cmrs/year-archive/2017/id-8032.pdf
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require further evaluation during the upcoming budget cycle to ensure long-term rail safety
goals are met.
Table #1: Summary of Informal Request for Proposal Process
Request for Proposals Name
Total Days to Respond to RFP
Pre-Proposal Meeting
# of Company Attendees at Pre-Proposal Meeting
# of Proposals Received
Proposal Price Range
FISCAL/RESOURCE IMPACT
STAKEHOLDER ENGAGEMENT
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This service has been discussed at the City Council Rail Safety/Youth Mental Health Ad Hoc
Committee in collaboration with Caltrain staff and the Palo Alto Unified School District.
Additionally, community members, in partnership with Project Safety Net, have been organizing
a volunteer-led track watch program over the past several months. There has been community
dialogue on the topic and requests for the installment of monitors at the track 24/7 at least for
the time being as an additional safety measure at the train tracks. This contract is in response
to these discussions.
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
Vers.: Aug. 5, 2019
Page 1 of 3
AMENDMENT NO. 1 TO CONTRACT NO. S26196996
BETWEEN THE CITY OF PALO ALTO AND
YOSH ENTERPRISES INC. dba ORION SECURITY
This Amendment No. 1 (this “Amendment”) to Contract No. S26196996 (the “Contract” as
defined below) is entered into as of February 23, 2026 by and between the CITY OF PALO ALTO, a
California chartered municipa l corporation (“CITY”), and YOSH ENTERPRISES INC. dba ORION
SECURITY , a California corporation, located at 675 East Gish Roa d, San Jose, CA 95112
(“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 providing unarmed security officers services for the Caltrain Crossings, as
detailed therein.
B. The Parties now wish to amend the Contract in order to increase the compensation
by One Million Six Hundred Twenty-Three Thousand Three Hundred Fourteen Dollars ($1,623,314),
from Eighty-Five Thousand Dollars ($85,000) to a new not-to-exceed total compensation of One
Million Seven Hundred Eight Thousand Three Hundred Fourteen Dollars ($1,708,314), with no
change to the current term, 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. S26194249 between
CONSULTANT and CITY, dated February 17, 2026.
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 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby
amended to read as follows:
“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 One
Million Seven Hundred Eight Thousand Three Hundred Fourteen Dollars ($1,708,314).
The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE
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Vers.: Aug. 5, 2019
Page 2 of 3
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 3. 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 4. 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.)
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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
YOSH ENTERPRISES INC. dba ORION
SECURITY
Officer 1
By:______________________________
Name:___________________________
Title:____________________________
Officer 2 (Required for Corp. or LLC)
By:______________________________
Name:___________________________
Title:____________________________
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Yosh Gahramani
CEO
President
Joseph Baba
PURCHASING GUIDE – APPENDIX L PAGE 1 OF 2
Short Form Agreement for Revenue Contracts
Cost-Sharing Agreement between the City of Palo Alto and the
Palo Alto Unified School District for Security Guards at Four #S26196996R
BY THIS AGREEMENT MADE AND ENTERED INTO ON FEBRUARY 23, 2026 BY AND BETWEEN THE CITY OF
PALO ALTO (“CITY”) AND THE PALO ALTO UNIFIED SCHOOL DISTRICT (“DISTRICT”), 25 CHURCHILL
AVENUE, PALO ALTO, CA 94306. IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES
HERETO AGREE AS FOLLOWS:
CITY SHALL PROVIDE OR FURNISH THE FOLLOWING SPECIFIED 1) GOODS AND MATERIALS, 2) SERVICES
OR 3) A COMBINATION THEREOF AS SPECIFIED IN THE EXHIBITS NAMED BELOW AND ATTACHED HERETO
AND INCORPORATED HEREIN BY THIS REFERENCE: EXHIBIT A – SCOPE OF SERVICES.
EXHIBITS THE FOLLOWING ATTACHED EXHIBITS HEREBY ARE MADE PART OF THIS AGREEMENT:
CONTRACT IS NOT COMPLETE UNLESS ALL EXHIBITS ARE ATTACHED
Exhibit A - Scope of Services
Exhibt B- Payment Plan
Exhibt C- Insurance Requirements
TERM THE SERVICES AND/OR MATERIALS FURNISHED UNDER THIS AGREEMENT SHALL
COMMENCE ON FEBRUARY 23, 2026 AND SHALL BE COMPLETED ON OR BEFORE FEBRUARY 22, 2027.
COMPENSATION FOR THE FULL PERFORMANCE OF THIS AGREEMENT, DISTRICT SHALL PAY CITY: AN
AMOUNT NOT TO EXCEED $854,157 IN ACCORDANCE WITH EXHIBIT B.
CITY ACCOUNT NUMBER (FOR CITY REFERENCE USE):
COST CENTER GL ACCT PROJECT /INTERNAL ORDER PHASE NO. DOLLAR AMOUNT
70050002-15900 FY26: $213,539.25
FY27: $640,617.75
GENERAL TERMS AND CONDITIONS ARE INCLUDED ON ALL PAGES OF THIS AGREEMENT.
.
HOLD HARMLESS. Each party shall indemnify, defend and hold harmless the other party, its Council Members, Board Members, officers, employees,
and agents from any and all demands, claims or liability of any nature, including wrongful death, caused by or arising out of the other party, its officers’,
directors’, employees’ or agents’ negligent acts, errors, or omissions, or willful misconduct.
ENTIRE AGREEMENT. This agreement and the terms and conditions on the following pages represent the entire agreement between the parties with
respect to the purchase and sale of the goods, equipment, materials or supplies or payment for services which may be the subject of this agreement. All
prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded hereby.
UNSIGNED DRAFT version - Subject to update by either party
PAGE 2 OF 3 APPEMDIX L – SHORT FORM AGREEMENTS FOR REVENUE CONTRACTS
THIS AGREEMENT SHALL BECOME EFFECTIVE UPON ITS APPROVAL AND EXECUTION BY THE PARTIES. IN WITNESS THEREOF, THE
PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE.
PROJECT MANAGER AND REPRESENTATIVE DISTRICT
FOR CITY
NAME: Lt. Nicolas Martinez BY _________________________________
DEPT: Police Department TITLE _____________________________________________
CITY OF PALO ALTO
P.O, BOX 10250
PALO ALTO, CA 94303
INVOICING SEND ALL INVOICES TO THE DISTRICT, ATTN: PROJECT MANAGER
CITY OF PALO ALTO APPROVALS: (ROUTE FOR SIGNATURES ACCORDING TO NUMBERS IN APPROVAL BOXES BELOW)
Budgeted
ADMINISTRATION INSURANCE
REVIEW
BY:_____________________________________
BY:________________________ _______________________
PURCHASING GUIDE – APPENDIX L PAGE 3 OF 4
CITY OF PALO ALTO
GENERAL TERMS AND CONDITIONS
A. ACCEPTANCE. This agreement is limited to the terms
and conditions on pages 1 through 4 inclusive and any exhibits
referenced.
B. GOVERNING LAW AND VENUE. This agreement
shall be governed by the laws of the state of California. The
courts of the State of California in the County of Santa Clara
and the federal court for the Northern District of California
have sole jurisdiction over any disputes that arise over this
agreement.
C. NO EMPLOYMENT; CONFLICTS. It is understood and
agreed that this agreement is not a contract of employment in
the sense that the relation of master and servant exists between
the CITY and undersigned. At all times CITY shall be deemed
to be an independent contractor and DISTRICT is not
authorized to bind CITY to any contracts or other obligations.
In executing this agreement, DISTRICT certifies that no one
who has or will have any financial interest under this
agreement is an officer or employee of CITY.
D. INSURANCE. DISTRICT agrees to provide the insurance
specified in the “Insurance Requirements” form attached hereto
as Exhibit C or self-insure to equivalent standards. In the event
DISTRICT is unable to secure a policy endorsement naming
the City of Palo Alto as an additional insured under any
comprehensive general liability or comprehensive automobile
policy or policies, DISTRICT shall at a minimum, and only
with the written approval of City’s Risk Manager or designee,
cause each such insurance policy obtained by it to contain an
endorsement providing that the insurer waives all right of
recovery by way of subrogation against CITY, its officers,
agents, and employees in connection with any damage, claim,
liability personal injury, or wrongful death covered by any such
policy. Each such policy obtained by DISTRICT shall contain
an endorsement requiring thirty (30) days' written notice from
the insurer to CITY before cancellation or reduction in the
coverage or limits of such policy. DISTRICT shall provide
certificates of such policies or other evidence of coverage
satisfactory to City's Risk Manager, together with evidence of
payment of premiums, to CITY at the commencement of this
agreement, and on renewal of the policy, or policies, not later
than twenty (20) days before expiration of the terms of any
such policy.
E. TERMINATION. This agreement may be terminated by
either party upon thirty (30) days written notice to the other
party. Monies then owing based upon work satisfactorily
accomplished shall be paid to CITY.
F. CHANGES. This agreement shall not be assigned or
transferred without the written consent of the either party. No
changes or variations of any kind are authorized without the
written consent of the both parties.
G. Reserved.
H. NO IMPLIED WAIVER. No payment, partial payment,
acceptance, or partial acceptance by either party shall operate
as a waiver on the part of such party of any of its rights under
this agreement.
I. Reserved.
J. Reserved.
K. Reserved.
L. Reserved.
M. PRICE TERMS.
(a) Extra charges, invoices and payment. No extra charges of
any kind will be allowed unless specifically agreed to in
writing by CITY. All state and federal excise, sales and use
taxes shall be stated separately on the invoices.
quantities. In event CITY reduces its price for such materials
or services during the term of this agreement, CITY agrees to
reduce the prices or rates hereof correspondingly.
N. Reserved.
O. Reserved.
P. NO THIRD PARTY BENEFICIARIES. Nothing in this
Agreement shall give any rights to any person other than the
Parties to this Agreement.
PAGE 4 OF 5 APPEMDIX L – SHORT FORM AGREEMENTS FOR REVENUE CONTRACTS
Exhibit A – Scope of Services
DISTRICT shall pay CITY in exchange for the provision of certain security guard services (“Services”):
• CITY will contract for 24x7 security guard coverage at four separate Caltrain crossings: Meadow Drive, Charleston
Road, Churchill Avenue, and Alma Street, pursuant to the specific details and terms in the City’s contract (currently
contract S26196996 with Yosh Enterprises Inc. dba Orion Security, as may be amended).
• If the City’s vendor should change from Yosh Enterprises Inc. and the City executes a new contract for these Services,
the DISTRICT shall have the option of (1) terminating this cost-sharing Agreement effective as of the last day of
services provided by Yosh Enterprises, or (2) the parties may mutually agree in writing to continue this funding
Agreement under the new vendor, but shall not exceed the existing term and compensation of this cost-sharing
Agreement (unless this cost-sharing Agreement is amended in writing).
• The funding from the DISTRICT will be used to partially reimburse the City of Palo Alto to pay for and provide these
security guard services for the benefit of the community.
PURCHASING GUIDE – APPENDIX L PAGE 5 OF 6
Exhibit B – Payment Plan
Subject to the following terms, DISTRICT shall reimburse CITY for 50% of the City’s direct costs of City contract
S26196996, as may be amended, not to exceed the amount in the “COMPENSATION” section on the first page of this
Agreement. The reimbursement shall occur in four payments stated below, which is based on a total reimbursement amount of
$854,157 (which is 50% of the City’s contract cost of $1,708,314). However, if the City’s actual contract costs are less than
this, the City shall adjust the final payment so that the DISTRICT’s total payments under this Agreement are 50% of actual
contract costs. The CITY shall provide DISTRICT copies of invoices for the Services upon request.
Period Payment Amount
City shall invoice DISTRICT at the end of each Period above, and payment shall be due within 30 days of the invoice date.
Professional Services
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CITY OF PALO ALTO CONTRACT NO. S26196996
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND YOSH ENTERPRISES INC. dba ORION
SECURITY
This Agreement for Professional Services (this “Agreement”) is entered into as of the 19th day of
February, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and YOSH ENTERPRISES INC. dba ORION
SECURITY, a California corporation, located at 675 East Gish Road, San Jose, CA 95112
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A.CITY intends to issue a contract (the “Project”) and desires to engage a consultant to
provide unarmed security officers services for the Caltrain Crossings 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.
Optional On-Call Provision (This provision only applies if checked and only applies to
on-call agreements.)
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.
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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 2. TERM.
The term of this Agreement shall be from the effective date of this agreement through February
18, 2027, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE
OF PERFORMANCE”. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services shall be based on the compensation structure
detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed Eighty-Five Thousand
Dollars ($85,000). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled
“SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would
result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost
to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a
not-to-exceed compensation amount for Additional Services is allocated below under this
Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not-
to-exceed compensation amount of Dollars ($ ) for the performance of
Additional Services (as defined below). The total compensation for performance of the
Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall
not exceed Dollars ($ ), as detailed in Exhibit C.
“Additional Services” means 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
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described at Exhibit A. CITY may elect to, but is not required to, authorize Additional
Services up to the maximum amount of compensation set forth for Additional Services in
this Section 4. CONSULTANT shall provide Additional Services only by advanced,
written authorization from CITY as detailed in this Section. Additional Services, if any,
shall be authorized by CITY with a Task Order assigned and authorized 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 Additional 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 to
CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the
amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall only be compensated for Additional Services performed under an
authorized Task Order and only up to the maximum amount of compensation set forth for
Additional Services in this Section 4. Performance of and payment for any Additional
Services are subject to all requirements and restrictions in this Agreement.
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
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may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement, as amended from time to time. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and give all notices required by law in
the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
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
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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.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY
agrees that subcontractors may be used to complete the Services. The subcontractors authorized
by CITY to perform work on this Project are:
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 Thomas Pratt Jr. as
the CONSULTANT’s Project Manager, Telephone: 408-287-4411 ext. 105, Email:
tpratt@orionsecurity.com to have supervisory responsibility for the performance, 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 Nicolas Martinez, Palo Alto Police Department, 250 Hamilton Ave.,
Palo Alto, CA 94301 , Telephone: (650)838-2899, Email: nicolas.martinez@paloalto.gov. 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
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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
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
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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
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.
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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.
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
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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,
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
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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).
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
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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
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
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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.
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 B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT NO. S26196996
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
____________________________
Purchasing Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
YOSH ENTERPRISES INC. dba ORION
SECURITY
Officer 1
By: ________________________________
Name: ______________________________
Title: _______________________________
Officer 2
By: ________________________________
Name: ______________________________
Title: _______________________________
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Yosh Gahramani
CEO
President
Joseph Baba
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall 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.
CONTRACTOR shall supply all labor, materials, equipment and incidentals necessary to
provide unarmed security officers services for the Caltrain Crossings at the following locations:
Meadow Drive, Charleston Road, Churchill Avenue, and Alma.
Services will start February 23, 2026, at 7:00 a.m. and end on the last day of the Term (as
described in Section 2 of this Agreement) at 11:59 p.m.
The Contractor shall notify the City’s designated Project Manager at least 24 hours in advance
if for any reason the security officers cannot meet the required schedule.
A. Work to be Performed:
1. CONTRACTOR will provide continuous Twenty-Four (24) hours a day, seven
(7) days a week security guard service.
2. CONTRACTOR will be visible for safety monitoring at the designated Caltrain
crossings.
3. CONTRACTOR will observe pedestrian activity, monitor the northbound and
southbound tracks.
4. CONTRACTOR will help maintain a safe environment for the public.
5. CONTRACTOR will provide four (4) stationary officers at the designated
crossing locations
6. CONTRACTOR will provide two (2) unarmed, uniformed rover officers which
will be assigned to provide continuous coverage for all designated crossings by
relieving stationary officers for scheduled breaks and responding to any
immediate needs at each location.
7. CONTRACTOR will provide rover officers will remain in communication
with all posted guards and will ensure no crossing is left unattended at any
time.
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8. CONTRACTOR will report any safety concerns or incidents to the city.
9. CONTRACTOR rover officers will immediately contact Palo Alto Police
dispatch and provide support as needed.
10. CONTRACTOR will provide daily activity and incident reports that will be
submitted to the city project manager.
11. CONTRACTOR security guards will be tracked by their cell phones during
their shifts.
B. Personnel Requirements:
1. Officer Uniforms
a) All security officers must always wear a security uniform.
b) The uniform must have the word “Security” on the front and back of the
uniform, in conformance with the State of California requirements.
c) The name of the individual officer will be on the front of the uniform.
d) All uniforms (collar shirts and pants) will be cleaned and pressed regularly.
e) All collar shirts will be tucked in neatly with dark color slacks and shoes.
f) High visibility apparel and/or reflective vest is recommended due
to the requirement of working in vehicle traffic situations.
g) All uniforms will be approved by the City’s Project Manager prior to
wearing them onsite.
2. Officer Qualifications:
a) Be able to communicate effectively in both written and oral English.
b) Possess a valid California Driver’s License or Identification.
c) Be a legal resident of the United States of America.
d) Have successfully completed the educational requirements and successfully
passed the examinations required by the State of California, Department of
Consumer Affairs.
e) Be capable of performing the assigned tasks.
f) Passed background check and have no disqualifying criminal conviction
record as determined by City.
g) Possess a current security guard card.
3. Code of Conduct
a) No security staff is allowed on the premises outside of the assigned hours
unless authorized by the City’s Project Manager.
b) Security staff is not allowed to have visitors while on duty.
c) Security staff will not leave the site without notifying the Project Manager
C. Equipment:
1. CONTRACTOR will furnish all equipment necessary to perform the work.
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2. All equipment will be kept in good condition.
3. Required equipment will include but not be limited to:
a) Flashlights and two-way radios/smart phones.
b) Appropriate winter and summer wear for staff meeting guidelines
in the “Personnel” section above.
D. Reports
1. Security Officers will be responsible for the following reports.
a) Daily log sheets.
b) Contractor will submit to the City’s Project Manager an Incident Report for
any security related issue.
c) Contractor may use their own forms, subject to prior approval from the
City’s Project Manager. All reports should be submitted via email. All
reports prepared during the term of this Contract will become the property
of the City.
E. Officer Wages
1. Contractor must follow the federal, state, and local minimum wage law each
year of the contract.
F. Invoicing
1. Contractor will submit monthly invoices at the beginning of each month,
no later than the 5th of each month, and the invoices will only include staff
hours worked.
2. Contractor will include time sheets for each staff member that worked
during the billing cycle.
G. Replacement of Security Guards
1. City reserves the right to refuse or reject any personnel, who, in the City’s
discretion, fails to meet the minimum requirements.
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall provide the unarmed security officers according to the Scope of Services
listed in Exhibit A as directed by the city project manager.
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements.
(This provision only applies if checked and only applies to on-call agreements per Section 1 or
agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in
Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case
of Additional Services, provided in all cases that the schedule of performance shall fall within the
term as provided in Section 2 (Term) of this Agreement.
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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: DB700FC4-183F-4ABA-8BA5-23A59D438E33
Professional Services
Rev. Oct 16,2024 Page 19 of 22
EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Type of Coverage: Two (2) unarmed, uniformed rover officers will be assigned to provide continuous coverage for all designated
crossings by relieving stationary officers for scheduled breaks and responding to any immediate needs at each location . Rover
officers will remain in communication with all posted guards and will ensure no crossing is left unattended at any time . In the
event of any safety concern or incident, rover officers will immediately contact Palo Alto Police dispatch and provide support as
needed. Daily activity and incident reports will be submitted to the City.
Sunday
Monday
Tuesday
Wednesday
Thursday
Friday
Saturday
Total Weekly
Hours
✅
✅ ✅ ✅ ✅ ✅ ✅
168
24 Hours 24 hours 24 Hours 24 Hours 24 Hours 24 Hours 24 Hours 336
Unarmed- Uniformed Stationary Security Officer
Officer’s Minimum Hourly Pay Rate…………………………………………………… $24.00
Hourly Bill Rate…………………………………………………………………………… $33.40
Holiday & Overtime Hourly Bill Rate………………………………………………….. $50.10
Features
Assigned Account Manager…………………………………………………………….. $0.00/included
Online Web portal….……………………………………………………………………… $0.00/included
Digital Reports …………..………………………………………………………………… $0.00/included
GPS Tracking ….…….………………………….…………………………………………. $0.00/included
Monthly Cost Samsung A16 Smart Phone (4) ..….………………………………….. $0.00/included
Security Signs ………...…………………………………………………………………… $0.00/included
Security Refrigerator Magnets………………………………………………………….. $0.00/included
24 Hour Dispatch Center…………………………………………………………………. $0.00/included
Web Parking Software..…………………………………………………………………… $0.00/included
Marked Security Vehicle with amber lights(Optional)………………………………. $1,200.00/Month
Total Cost for Two (2) Marked Security Vehicles with amber lights……………… $2,400.00/Month
Total Cost for Two (2) Driving Rover Security Officers
Weekly……………………………………………………………………………………….. $11,222.40
Monthly………………………………………………………………………………………. $48,592.99
Monthly Including 2 Security Vehicles………………………………………………….. $50,992.99
● The quote includes the cost of all materials, uniforms, training, account setup, supervision, taxes, insurance,
fuel, maintenance, workers compensation, etc.
● Total ‘Monthly’ cost is an estimation based on the average 4.33 weeks in a month. Total ‘Yearly’ cost is
Docusign Envelope ID: DB700FC4-183F-4ABA-8BA5-23A59D438E33
Professional Services
Rev. Oct 16,2024 Page 20 of 22
The “Holiday & Overtime Hourly Bill Rate” shall only apply on eight holidays days per calendar
year for both Rover and Stationary security officers. The eight holidays shall be mutually agreed
upon by CONSULTANT and CITY.
Type of Coverage: Four (4) unarmed, uniformed officers will be assigned to fixed posts at the designated Caltrain crossings.
Officers will remain on site to monitor the tracks and surrounding areas, assist pedestrians when appropriate, and immediately
contact Palo Alto Police dispatch for any incidents or safety concerns. Officers will remain alert and visible at all times and will not
leave their assigned post unless properly relieved. Daily activity reports and any required incident reports will be completed and
submitted to the City.
Sunday
Monday
Tuesday
Wednesday
Thursday
Friday
Saturday
Total Weekly
Hours
✅
✅ ✅ ✅ ✅ ✅ ✅
168
24 Hours 24 hours 24 Hours 24 Hours 24 Hours 24 Hours 24 Hours 672
Unarmed- Uniformed Stationary Security Officer
Officer’s Minimum Hourly Pay Rate…………………………………………………… $22.00
Hourly Bill Rate…………………………………………………………………………… $31.40
Holiday & Overtime Hourly Bill Rate………………………………………………….. $47.10
Features
Assigned Account Manager…………………………………………………………….. $0.00/included
Online Web portal….……………………………………………………………………… $0.00/included
Digital Reports …………..………………………………………………………………… $0.00/included
GPS Tracking ….…….………………………….…………………………………………. $0.00/included
Monthly Cost Samsung A16 Smart Phone (4) ..….………………………………….. $0.00/included
Security Signs ………...…………………………………………………………………… $0.00/included
Security Refrigerator Magnets………………………………………………………….. $0.00/included
24 Hour Dispatch Center…………………………………………………………………. $0.00/included
Web Parking Software..…………………………………………………………………… $0.00/included
Total Cost for Four (4) Stationary Officers
Weekly………………………………………………………………………………………… $21,100.80
Monthly………………………………………………………………………………………. $91.366.46
Total Cost for all six (6) Officers, Including Roving Positions & 2 Vehicles
Monthly………………………………………………………………………………………… $142,359.00
● The quote includes the cost of all materials, uniforms, training, account setup, supervision, taxes, insurance,
fuel, maintenance, workers compensation, etc.
● Total ‘Monthly’ cost is an estimation based on the average 4.33 weeks in a month. Total ‘Yearly’ cost is
Docusign Envelope ID: DB700FC4-183F-4ABA-8BA5-23A59D438E33
Professional Services
Rev. Oct 16,2024 Page 21 of 22
EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY
CONSULTANT
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL
INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED
COVERAGE AT THE FOLLOWING EMAIL: PurchasingSupport@PaloAlto.Gov
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL
INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE
ADDITIONAL INSUREDS.
Docusign Envelope ID: DB700FC4-183F-4ABA-8BA5-23A59D438E33
Professional Services
Rev. Oct 16,2024 Page 22 of 22
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS
POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE
FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
Purchasingsupport@PaloAlto.Gov
Docusign Envelope ID: DB700FC4-183F-4ABA-8BA5-23A59D438E33
From:Atlas Gerritsen
To:Council, City
Subject:Student Input on Suicide Prevention
Date:Friday, February 20, 2026 1:25:28 PM
CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links.
i
To the Palo Alto City Council,
We are reaching out to thank you for your action in response to the recent suicide of a Palo
Alto High School student. As friends and fellow students, we are incredibly invested and care
very deeply about this, and it’s truly encouraging to see it taken seriously. We wholeheartedly
support the proposed item to approve a contract to employ guards at four grade crossings—
installing guards at the crossings is exactly what we want, and what we’ve been asking for.
Thank you so much for listening to the needs and concerns of your community and its youth—
we earnestly hope you continue to do so going forward, in the implementation of these
measures.
These trained guards are an incredibly important first line of defense to de-escalate these
suicides by train, and will always be the most effective first response (who will be faster to
save a life than any camera surveillance system). We strongly urge the city council to
implement this measure as quickly as possible, as it has been proven time and again that
existing security measures fall painfully, heartbreakingly short.
We also do not believe that these guards are a temporary necessity. These crossings will
always be dangerous, and employing guards for just one year is not enough. We understand
that the current contract with Orion is likely just one year for flexibility’s sake, and that it will
probably be renewed at a later date. But we feel the need to stress that it must indeed be
renewed, whether with Orion or not.
Sincerely,
Atlas Gerritsen, Alexander Deisseroth, Kaavya Dhand-Kalluri, Michelle Fang, Milo Johnson,
Charlotte Liu, and An Nguyen on behalf of the Palo Alto Unified student body.
This message needs your attention
This is a personal email address.
This is their first email to your company.
Mark Safe Report