Palo Alto City Council
June 18, 2024

CITY OF PALO ALTO CONTRACT NO. C24187724

AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND LENSLOCK, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 17th day of June, 2024 (the “Effective Date”), by and betw een the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), an d LENSLOCK, INC., a corporation, located at 13125 Danielson Street, Suite 112, Poway, CA 92064 (“CONSULTANT”).

The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:

RECITALS
A. CITY intends to award a contract (the “Pro ject ”) and desires to engage a consultant to provide and install a SYSTEM for hardware and software which is available in terms of rugged Mobile Video System (MVS), Body Worn Cameras (BWC’s), and Interview Room (IR) system and a Digital Evidence Management Software (DEMS). in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

B. CONSULTANT represents that it, its empl oyees 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, desire s to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.

NOW, THEREFORE, in consideration of the recita ls, covenants, terms, and conditions, in this Agreement, the parties agree as follows:

SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through June 16, 2029 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. 













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Attachment A - Contract
with LensLock Inc
C24187724

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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 Seventy- Four Thousand Dollars ($1,074,000.00). 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 (Thi s 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 One Hundred Seven Thousand Four Hundred Dollars ($107,400.00.00) 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 One Million One Hundred Eighty-One Thousand Four Hundred Dollars ($1,181,400.00), 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 described at Exhibit A. CITY may elect t o, 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 provi de 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 th e 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 Add itional Services in this Section 4.

CONSULTANT shall only be compensated fo r 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. Pe rformance 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 













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Attachment A - Contract
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C24187724

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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 a ll 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 CONSU LTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, po ssess the professional a nd 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 disc ipline 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 loca l laws, ordinances, regula tions, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.

SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup co sts, 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 co sts 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 













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Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
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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 perform ance of the Services, or any agent or employee of CONSULTANT providing same. Nothi ng 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 Agreemen t nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the C ity 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 he irs, successors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreemen t, 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 directi ng the work of any subcontractors and for any compensation due to subcontractors. CITY a ssumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT sha ll 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 Kenzie Erickson, Email: [email protected] as the CONSULTANT’s Project Manager 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, 













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Attachment A - Contract
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C24187724

Item AA1: Staff Report
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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 Nicole Frazier, Police Department, Technical Services Division, 250 Hamilton Ave., Palo Alto, CA, 94301, Telephone: 650-329-2331. 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 mate rials 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 c opyright or other intellectual property rights in favor of CITY. Neither CONS ULTANT 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 Ma nager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation re cords 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 exten t 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 the performance or non-performance 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. To the fullest extent permitted by law, C ITY shall indemnify, defend, and hold harmless CONSULTANT, its 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 co sts 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 the performance or non-performance by CITY, its 













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Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
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officers, employees, agents, or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

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 stat ed. 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 e xpense, 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 a ny 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 rati ngs of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.

18.3. Certificates evidencing such in surance 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 re sponsible 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. Notwithstan ding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any dama ge, 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. 













Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
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12 Packet Pg. 704 of 758

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SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may suspend the pe rformance 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 terminat e 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 termina tion, CONSULTANT will deliver to the City Manager on or before the ef fective date in the notice of su spension or termination, any and all work product, as detailed in Section 14 (Owner ship of Materials), whet her 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 termina tion, 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 fo r 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 hi s/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).

SECTION 20. NOTICES.

All notices hereunder will be given in writing a nd 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. 













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Attachment A - Contract
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Item AA1: Staff Report
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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 th at, 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 financia l 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 definiti on of a “Consultant” as defined by the Regulations of the Fair Political Prac tices 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 Muni cipal 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 stat us, marital status, familial status , weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

2.30.510 of the Palo Alto Municipa l 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 an d other activities provide d 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 pa rticular, CONSULTANT shall comply with the following Zero Waste requirements:














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Attachment A - Contract
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C24187724

Item AA1: Staff Report
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(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 CI TY’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 beha lf 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 boundari es of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.

SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminat e 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. T his 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 C ode 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 Wo rks Project” means the erection, construction, 













Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
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alteration, repair, or imp rovement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per Calif ornia 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 Projec t.

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 unde r this Agreement and for no other purpose.

CONSULTANT will maintain reasonable and appr opriate 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 th e 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” a bout a California resident as de fined in Civil Code Section 1798 et seq., as amended from time to time) and mate rials, in any form or media, tangible or intangible, provided or otherw ise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documenta tion: (i) was publicly known at the time it was provided or has s ubsequently become publicly known ot her than by a breach of this Agreement; (ii) was rightfully in CONSULT ANT’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 promp tly 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 c onsists 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, 













Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
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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 Ca lifornia 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 Californi a 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 rec over 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 a nd undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.

29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.

29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSUL TANT’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 Agre ement 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 













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Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
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rofessional Services
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agreement.

SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incor porated into this Agreement by reference as though fully set forth herein:

EXHIBIT A: SCOPE OF SERVICES
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
EXHIBIT E: INFORMATION PRIVACY POLICY
EXHIBIT F: CYBERSECURITY TERMS AND CONDITIONS

THIS AG

REEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.














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Attachment A - Contract
with LensLock Inc
C24187724

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rofessional Services
Rev. Dec.15, 2020

CONTRACT NO. C24187724 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.

CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
LENSLOCK, INC.

By:_____________________________
Name:__________________________
Title:___________________________
By:____________________________
Name:_________________________
Title:__________________________








































Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
19 Packet Pg. 711 of 758

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rofessional Services
Rev. Dec.15, 2020

EXHIBIT A

SCOPE OF SERVICES
CONSULTANT sha
ll 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.

Body Worn Camera (BWC), Secu rity Camera Systems, and I n Car Video Services herein
shall be performed under the direction of the Palo Alto Police Department’s (DEPARTMENT) Technical Service Division (TSD) Director, or their designee, and shall perform the Services in cooperation with DEPARTMENT personnel. LensLock (CONTRACTOR) shall provide a comprehensive service offering including, but not limited to, hardware/software, data st orage, and professional services in accordance with the following requirements:

1. Hardware
a. CONTRACTOR shall provide ninety (90) Eagle 13 Body Worn Cameras (BWC). b. CONTRACTOR shall provide unlimited BWC mounts, and accessories as reasonably requested by DEPARTMENT.
c. CONTRACTOR shall provide thirty-five (35) Bluetooth Integrated Technology System (BITS) auto activation devices.
d. CONTRACTOR shall provide unlimited Dock and Go BWC docking stations at no cost to DEPARTMENT.
e. CONTRACTOR shall provide thirty-five (35) Hawk 6 In Car Video (ICC) Systems
f. CONTRACTOR shall provide fifteen (15) Interview Room (IR) Packages that include all cameras, audio, install, remote access, and support g. CONTRACTOR shall provide one hundred and forty (140) LensLock Unlimited warranty replacements on all equipment.
h. All equipment shall be supplied by CONTRACTOR during the Contract.

DEPARTMENT shall assume ownership of all equipment at Contract termination, regardless of the amount of the equipment. 













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Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
20 Packet Pg. 712 of 758

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rofessional Services
Rev. Dec.15, 2020

2. Software
a. CONTRACTOR shall provide all software subscriptions and software maintenance included within the Contract’s annual payment. i. CONTRACTOR shall provide unlimited access to CONTRACTOR’s online platform services and customized mobile app.
b. CONTRACTOR’s online platform services shall provide an intuitive, ease-of-use dynamic “roles and permissions” based dashboard/management console to manage stored data. Search functions shall include the ability to search by officer name, case number, location, data, event category, device ID, vehicle, room or other tags customizable by the DEPARTMENT.
c. CONTRACTOR’s online platform services shall accept multiple types of evidence, from multiple sources including, but not limited to, audio and video files and digital photographs.
d. CONTRACTOR’s online platform services shall provide categorized data based on customized crime activity labels with adjoining retention policies as set by the DEPARTMENT.
i. CONTRACTOR’s online platform services shall provide a configurable structure which automatically manage digital evidence based on the type of event and retention period by the DEPARTMENT.
e. CONTRACTOR’s online platform services shall provide for secure digital sharing of evidence, both internally and externally, without data loss or altering shared data, other than redacted video, outside the DEPARTMENT to approved destinations. CONTRACTOR shall maintain original copy of all redacted evidence.
i. Approved destinations shall be able to view and store data within the data management software and shall receive notifications when data is available to view or is set to expire.
ii. Chain-of-custody shall be logged and auditable; access to evidence, including the ability of third parties to view, duplicate, re-share, or download shall be controlled by the DEPARTMENT.
f. CONTRACTOR’s online platform services shall perform materially with an uptime percentage of no less than 99.9% and professional services shall be performed in a timely and professional manner by qualified personnel with the technical skills, training, and experience to perform such Services. i. CONTRACTOR shall provide DEPARTMENT permission to access and make changes to the BWCS’ & ICC’s operations through the online platform services.














Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
21 Packet Pg. 713 of 758

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rofessional Services
Rev. Dec.15, 2020

3. Professional Services & Special Considerations
a. CONTRACTOR shall replace all BWCs, every thirty (30) months during the Contract term.
b. CONTRACTOR shall replace all ICCs, every thirty (30) months during the Contract term.
c. CONTRACTOR shall replace all Interview Room Cameras, every forty-two (42) months during the Contract term.
d. CONTRACTOR shall provide a warranty in accordance with the Limited warranty Section. CONTRACTOR shall provide the details of all warranties, such as limited and extended warranties, which are applicable to the services and equipment being provided to the DEPARTMENT.
e. CONTRACTOR shall provide Computer Aided Dispatch (CAD) integration i. All footage shall include attached metadata including, but not limited to, user, case numbers, date and time, locations, and other available data customizable by the City.
f. CONTRACTOR shall provide unlimited professional grade outsourced redaction at no cost to DEPARTMENT.
i. Any additional features or functionality associated with CONTRACTOR’s BWCS or online platform services may be communicated by DEPARTMENT to CONTRACTOR on an on-going basis. However, any requests for additional equipment and implementation of new or additional services, must be pre-authorized by DEPARTMENT and any additional fees or amendments to the contract shall only be executed, in writing, upon approval or delegated authority by the City.

CONTRACTOR shall provide Project Manager and key personnel who will be responsible for project oversight and delivery of the SYSTEM. The Project Manager shall be the single point of contact for the DEPARTMENT and will be responsible for the management, implementation, and on-going troubleshooting of the SYSTEM during installation. The Project Manager shall coordinate efforts with the DEPARTMENT designee. The Project Manager will develop, in consultation with the DEPARTMENT, a detailed implementation plan for the SYSTEM. The project timeline and implementation plan shall include details for all phases of activity for the project including all deliverables and major milestones.

1. Data Storage & Security
a. The terms and conditions contained in SERVICES TERMS, are incorporated herein as though fully set forth.














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Attachment A - Contract
with LensLock Inc
C24187724

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rofessional Services
Rev. Dec.15, 2020

b. CONTRACTOR shall provide unlimited and scalable Cloud data storage via Microsoft Azure.
c. Uptime percentage shall be no less than 99.9%.
d. Cloud service shall provide chain-of-custody reports, detailed audit logs, and workflow procedures that protect against unauthorized access or accidental deletion of videos.
e. CONTRACTOR’s data storage facility must be located within the contiguous United States of America.
i. Software shall require individual accounts per user, and roles and permission continuum to ensure data security and integrity. Group permission access levels shall be customizable by DEPARTMENT and shall be available to assign to multiple users.
f. CONTRACTOR must meet Criminal Justice Information Services (CJIS) Security Policy compliancy and be aware of all Federal Bureau of Investigation (FBI) – CJIS Security addendums. CONTRACTOR shall sign specific agreements with the DEPARTMENT as the Contracted Government Agency (CGA) for the purposes of providing services. The agreement incorporates a security addendum certification form signed by the CONTRACTOR and CONTRACTOR’s personnel.
g. CONTRACTOR must retain employee records and fingerprints of all personnel with access to City data. CONTRACTOR shall have each personnel sign the FBI/CJIS security addended Certification Form and shall maintain these records on file for the duration of employment and shall be made available to the DEPARTMENT upon request.
i. Ownership of Documents, DEPARTMENT shall own all rights to the data, including but not limited to, metadata, audio, and video stored at the CONTRACTOR’s host site, (if applicable) with no transfer, conveyance, assignment, or sharing of data ownership to/with the hosting provider. ii. At the end of the Contract term the DEPARTMENT does not renew the Contract, the CONTRACTOR shall provide the DEPARTMENT a complete leave-behind solution including the following:

1. On-premises archive inclusive of all data, including video, spanning the life of the Contract.

2. Data must be cataloged in a readily identifiable and usable manner (file type) and shall be searchable by criteria (i.e. DR#, Deputy Name/ID, Date/Time).

3. Data must be delivered in an expeditious manner, as requested by City, in order not to lose captured video evidence before retention policies cause a deletion of evidence prior to getting the data on- premises.














Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
23 Packet Pg. 715 of 758

P
rofessional Services
Rev. Dec.15, 2020

4. Allowance of entry back into the system until confirmation all evidence has been transferred or provided on flash drives/DVD’s that have been tested and cataloged.

5. Delivery of a solution interface including users and data management functionality.

6. Solution shall be self-contained and comprised of modern server and storage hardware.

7. Provide mass data transfer capabilities via S3 storage targets originating for the CONTRACT OR cloud platform (or Cloud provider).

8. Adequate time shall be allotted for this process after termination of the Contract, based on the amount of data retained by the CONTRACTOR.

9. CONTRACTOR will import the DEPARTMENT’s existing ICC and BWC video data, stored within on-premise servers to the CONTRACTOR’s cloud based storage solution.

2. Training & Support
a. CONTRACTOR shall provide a team of specialized client service managers for all ICC, IR, and BWC questions and/or concerns. CONTRACTOR shall provide a plan for in-depth technical training for administrators on system components which shall include the use and management of the ICCs, IRs, BWCs, and Digital Evidence Management System (DEMS).
b. CONTRACTOR shall provide on-site implementation and all training services at no cost to DEPARTMENT.
i. During ICC, IR, and BWC implementation, CONTRACTOR shall communicate weekly at minimum with the TSD Director, or their designee, to provide implementation status updates.
c. Technical support services shall be provided twenty-four (24) hours, seven (7) days per week, three hundred and sixty-five days (365) per year (366 days per leap year), via telephone, email, and live chat at no additional cost to DEPARTMENT.
d. CONTRACTOR shall respond (on-site and/or remote) and resolve technical support issues within the following timeframes:














Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
24 Packet Pg. 716 of 758

P
rofessional Services
Rev. Dec.15, 2020

Severity
Level
Status Impact Response
Time
Resolve
Time
Level 1
Critical
Disruption to whole
organization (Service
Down)
<30
Minutes
ASAP
0-4 Hours
Level 2
Important
Severe impact on
service availability
(Service degraded or
unusable)
<30
Minutes
ASAP
0-4 Hours
Level 3
Normal
Non-Critical
(Service degraded
with no impact to
service
availabilit
y)
<4 Hours Next Day
e. F
ailure to provide services, data storage, and/or access to the CONTRACTOR’s online platform services and customized mobile app, due to matters within the CONTRACTOR’s control, within the agreed upon timeframes, may incur $250.00 per day in liquidated damages until fully functional.
f. CONTRACTOR shall provide all labor, materials, transportation, supervision, and management to fulfill the requirements of the Contract as established herein. 













Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
25 Packet Pg. 717 of 758

P
rofessional Services
Rev. Dec.15, 2020

EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER
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.

C
ONTRACT 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: STAR T:

COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________

5. B UDGET 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
SC

HEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) R
EIMBURSABLE 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 ___________________________________
I hereby acknowledge receipt and acceptance of this
Task Order and warrant that I have authority to
sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________














Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
26 Packet Pg. 718 of 758

P
rofessional Services
Rev. Dec.15, 2020

EXHIBIT B

SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services as specified in Exhibit A, Scope of Services as directed by the department.














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Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
27 Packet Pg. 719 of 758

P
rofessional Services
Rev. Dec.15, 2020

EXHIBIT C

COMPENSATION
CITY agrees to compensate CONSULTANT for th e 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 reimbursa ble expenses, and Additional Serv ices (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, in ternet), 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.

A. Travel outside the San Francisco Bay Ar ea, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.

B. Long distance telephone service charges, c ellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.

All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. 













Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
28 Packet Pg. 720 of 758

Prof
essional Services
Rev. Dec.15, 2020

EXHIBIT C-1

SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:

Subscription Details Per year cost 5-year total
Number of DEM users (100 Users) $0 $0
Subscription fee per DEM user per month $0 $0
Number of officers with an assigned Body
Worn Camera (B
WC) (90 BWCs)
90 90
Subscription fee per BWC = $83.25 $89,910.00 $449,550.00 Number of Mobile Video (MAV) systems
(35 Officers)
35 35
Subscription fee per MAV per month =
$158.25
$66,465.00 $332,325.00
Subscription fee per Interview Room (IR)
system = $3,895.00 per IR per year
Subscription fee per IR per month $58,425.00 $292,125.00 Cloud share fee $0 $0
Cloud storage fee $0 $0
Other required subscription fee per month $0 $0
Annual Subscription Costs
(These fees transfer to the License /
Subscription fee entry above) $214,800.00 $ 1,074,000.00 Additional Services Section 4 $ 107,400.00
Total Not Exceed for 5 years $1,181,400.00














Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
29 Packet Pg. 721 of 758

Professional Services
Rev. Dec.15, 2020

EXHIBIT D

INSURANCE REQUIREMENTS

CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, S HALL FOR THE TERM OF THE

CONTRACT OBTAIN AND MAINTAIN INSURANCE IN TH E AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RAT ING 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 AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

I. INSURANCE COVERAGE MUST INCLUDE:

A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.

II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569

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.














Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
30 Packet Pg. 722 of 758

Professional Services
Rev. Dec.15, 2020

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 AT THE FOLLOWING URL:

HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569

OR

HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP















Item AA1
Attachment A - Contract
with LensLock Inc
C24187724

Item AA1: Staff Report
Pg.
31 Packet Pg. 723 of 758





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DocuSign Envelope ID: 897C8B83-065B-4577-825E-268F4B08F750   (;+,%,7(














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POLICYANDPROCEDURES1Ͳ63/IT
Revised:December2017
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A. Covered EquipmentandDevices
ThispolicyappliestoallCityͲapproved,Ͳownedor–leasedcomputernetworksystemsand peripheralequipment(the“Equipment”),includinganymobilecommunicationdevice(the “Device”), whether or not owned by an Authorized User, that may be used to create, collect,process,storeandtransmittheNonͲPublicInformation. B. Roles ofInformationTechnologyDepartmentandOthers IT,includingtheChiefInformation Officer(“CIO”)andtheISM,shall promoteinformation securityawarenesswithintheCitygovernmentcommunity,andshallreceiveandmaintain reportsofincidents,malfunctionsandthreatstotheCity’sinformationtechnologyassets, whichmayhaveasecurityimpactupontheCity.TheCIOandISMarealsoresponsiblefor developingtheStandards.
ITshallberesponsibleforthedesign,primaryenforcementandmaintenanceofNonͲPublic Informationsecuritythrougheducation,trainingandothermeans.ITshallensurethatthe followingcontrolmeasuresandstandardsareenabledoneveryEquipmentandDevice: LimitphysicalandloginaccesstotheEquipmentandtheDevicestoAuthorizedUsers. MaintainthemostcurrentsoftwarepatchesandantiͲvirussoftwarefortheEquipmentand theDevices.
EnableandusehostͲbasedfirewalls,asavailable,toensurethesecurityoftheEquipment andtheDevice(s).PerformregularsecurityscansontheEquipmentandtheDevice(s). C. User AccessControlRequirements


1. Do notaccessNonͲPublicInformationexcepttotheextentyouhaveaneedtodoso inordertoperformyourCityduties.

2. Do notdiscloseorshareNonͲPublicInformationwithanypersonwhodoesnothave both a right to access the NonͲPublic Information and a need to do so in order to performtheirCityduties.

3. Do  not alter or destroy NonͲPublic Information except to the extent you are requiredorauthorizedtodoso.

4. An  Authorized User who has access to NonͲPublic Information shall protect and securethatinformationwhiletheinformation isinhis or hercustodyinamanner that is consistent with applicable contract and legal requirements and restrictions andisreasonableandappropriatetothelevelofrisk,sensitivityorvaluetheNonͲ PublicInformationhastotheCity.

5. An  Authorized User shall maintain the accessibility, availability, confidentiality, integrity and regulatory compliance of any NonͲPublic Information that is created, DocuSign Envelope ID: 897C8B83-065B-4577-825E-268F4B08F750
 











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collected, processed, stored and transmitted by the City on a 24 hoursͲperͲday, 7 daysͲperͲweek(“24/7”)basis.

6. An  Authorized User shall maintain the protection of information assets from malicious code, including viruses and malware by following the City’s incident management procedures, including detection, prevention, isolation, and recovery tools.
D. Equipment andDevicesSecurityControlRequirements:

1. Secure  your Equipment and Devices by using a screen saver or builtͲin lock featurewhenyouarephysicallyawayfromyourofficeorotherworkspace.

2. Restrict physicalaccess24/7toyourEquipmentandDevices,inparticular,your laptopcomputer,byalockandsecuritycable,iftheCitymakesthemavailable.

3. Maintain possessionofyourDevice(s)24/7andrequireapasswordorfingerprint toaccessandusetheDevice(s).

4. Log outwhenyouceaseaccessanduseofEquipmentandDevice(s).

5. Notify theITHelpDeskandtheISMimmediatelywheneveryoubecomeaware or suspect NonͲPublic Information, passwords, or other access control mechanismshavebeencompromised,disclosed,lost,orstolen.

6. Do  not intentionally, recklessly or willfully alter, damage, or misuse any CityͲ ownedor–leasedEquipmentorDevice.

7. The usershallcomplywiththePolicyandtheStandardswheneverheorsheuses aCityOwnedMobileDevice(“COMD”)andorEmployeeͲOwnedMobileDevices, alsoknownasBringYourOwnDevices(“BYOD”)toconducttheCitybusiness.

8. BYODs  and COMDs include smartphones, cell phones, tablets PCs (Androids, iPads,etc.)anduserͲownlaptops.OnlyauthorizedBYODshallhaveaccesstothe onlyauthorizedCity’sapplicationsystems.TheCityreservestherighttoprovide orwithdrawaccesstotheCityinfrastructurewithoutnotice. E. Utilities’ CustomerIdentityandCreditSecurity
FederalregulationsamendingtheFairCreditReportingAct,includingtheFairandAccurate Credit Transactions Act of 2003 (FACT Act), and the Red Flags Clarification Act of 2010, protecttheNonͲPublicInformationofcustomersoffinancialinstitutions,includingutilities, that are defined as “creditors.” These regulations require that consumer’s NonͲPublic Information,suchascreditcarddata,SocialSecurityNumbers,driver’slicensenumbers,or similar data be secured by Authorized Users and within the City’s data management systems.AuthorizedUsersarerequiredtoreportanysuspectedorrealbreachofUtilities NonͲPublicInformationtotheISMimmediately.TheISMwillidentify,detect,preventand mitigatethesuspected,realorfuturebreachesofsecurity,asrequiredbytheregulations. F. Violations andEnforcement
An Authorized User must report an actual or suspected violation of this policy and procedurestohisorhersupervisorandIT.TheCitywillnotdisciplineanAuthorizedUser DocuSign Envelope ID: 897C8B83-065B-4577-825E-268F4B08F750
 











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formakingagoodfaithreportofapotentialviolationofthispolicyandproceduresorthe Standards.
AviolationofthispolicywillbeinvestigatedbytheappropriateCitystaffandifaviolationis established,disciplinaryactionuptoterminationfromemploymentmayresult. NOTE: Questions regarding this policy should be referred to the Information Technology Department,asappropriate.


Recommended:__________________________________ ________________ DirectorInformationTechnology/CIO Date


Approved:  ___________________________________ _________________  CityManager  Date


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City of Palo Alto
Information Security
Document Version: V3.0
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EXHIBIT “&”

CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below.

A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.

In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to th e Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM").

Part A. Requirements:

The Consultant shall at all times during the term of any contract between the City and the Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City, and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no 













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Information Security
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longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control ("RBAC") and segreg ation of duties ("SoD") mechanisms for all personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's performance of random site security audits at the Consultant's site(s), including the site(s) of a third-party service provider(s), as applicable. The scope of these audits will extend to the Consultant's and its third-party service provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third-party service provider's personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City.














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(x) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment." The Vendor shall allow two employees of the Cit y to have superuser and super-admin access to the Vendor's IT environment, and a cloud-hosted IT environment belongs to the City. (y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications.
(z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s EXHIBIT “D” INSURANCE REQUIREMENTS.

Part B. Alternate Requirements:














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Surveillance Use Policy for LensLock In-car, Body Worn, Interview Room, and Digital Evidence Management Technology
In accordance with Palo Alto Municipal Code Section PAMC 2.30.680(d), the Surveillance Use Policy for the Police Department’s use of LensLock in-car cameras, body worn cameras, interview room cameras, and digital evidence management system technology is as follows:

1. Intended Purpose. The department has equipped officers with body-worn cameras to work in conjunction with the in-car camera recording system in patrol vehicles to provide a record of events and assist officers in the performance of their duties. The body worn cameras and the in-car camera system will work as one integrated system that captures the same event and automatically links it to the department's digital evidence management system. The body worn cameras may also be independently deployed for various non-patrol related assignments or when a police vehicle is not available to use as an integrated in-car and body worn solution. The interview room cameras will be used to allow for discreet recordings in interview rooms as well as holding cells.

2. Authorized Uses. Department personnel may only access and use the in-car, body worn, and interview room camera systems for official and legitimate law enforcement purposes consistent with this Policy.

The following uses of the in-car, body worn, and interview room camera systems are specifically prohibited:
a. Personal Use: It is a violation of this Policy to use the systems or data for any personal purpose.
b. First Amendment Rights: It is a violation of this policy to use the systems or associated data for the purpose or known effect of infringing upon First Amendment rights of any person.
c. Recording privileged and confidential communications: It is a violation of this policy to use the systems or associated data to record conversations between supervisor and subordinates, or conversations relating to personnel matters including but not limited to performance evaluations, discipline, or counseling, recording certain subjects, such as undercover police officers and conversations with confidential informants or other police officers.
d. Sensitive Locations: It is a violation of this Policy to use the systems or associated data in an area where an individual would have a reasonable expectation of privacy.
e. Meetings or Briefings: It is a violation of this Policy to use the systems or associated data while attending internal department meetings, other law enforcement meetings, meetings with prosecutors, operational briefings or other meetings or discussing investigations, tactics, or procedures.

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3. Information Collected. The LensLock system will be used to accurately document public contacts, to include, but not limited to traffic stops, parking enforcement, suspect interviews, witness interviews, victim interviews, and any other citizen contact in response to a call for service or when investigating criminal activity through audio and video recordings.

4. Safeguards. All data will be closely safeguarded and protected by both procedural and technological means. The Palo Alto Police Department will observe the following safeguards regarding access to and use of stored data:
a. All in-car and body worn camera use and data is subject to PAPD Policy 446 (“Field-Based Video Policy”) .
b. All in-car, body worn, and interview room data shall be accessible only through a login/password-protected system capable of documenting all access of information by name, date, and time.
c. Persons approved to access in-car, body worn, and interview room data under this policy are permitted to access the data for legitimate law enforcement purposes only, such as when the data relate to a specific criminal investigation. d. Such in-car, body worn, and interview room data may only be released to other authorized and verified local enforcement officials and agencies for legitimate law enforcement purposes.
e. In-car, body worn, and interview recordings shall be retained and disseminated in accordance with all applicable federal and state laws, policies, and procedures including the California Public Records Act and POBOR.
f. Recordings shall be treated as law enforcement sensitive information, the premature disclosure of which could reasonably be expected to interfere with enforcement proceedings, and as potential evidence in an investigation subject to applicable federal and state laws, rules, and policy concerning disclosure or dissemination and therefore, deemed privileged absent appropriate redaction prior to disclosure or dissemination.
g. Recordings will be redacted in accordance with state law and department policy prior to public release or other dissemination outside the department. h. The department is authorized to use recordings for internal investigations of its personnel consistent with the department’s policies and procedures, including providing such recordings to authorized investigative, review, or disciplinary components in accordance with the departments standard procedures. i. LensLock will host the department’s data on Microsoft’s Azure Government Cloud. The data will be provisioned as multi-cluster, redundant region (Arizona and Virginia), with continuous synchronization features, allowing for disaster recovery, in addition to backup procedures used automatically and locally in Azure Government Cloud.
j. Data hosted in the Azure Government Cloud is Criminal Justice Information Services (CJIS) compliant and follows (Federal Information Processing Standards (FIPS) 140-2 and 3.

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5. Retention. The City’s vendor, LensLock, will store the data (data hosting) and ensure proper maintenance and security of data stored in their data centers. LensLock’s digital evidence management system provides a configurable and easy-to-use structure for automatically managing digital evidence based on the type of event and retention period. Once digital evidence is tagged, the system can be configured to automatically trigger a workflow process based on the department’s retention and storage policy. The video management must be automated with rules and associations based on the department’s digital evidence retention policy. The retention period below may be extended based on the requirements of a given investigation.

Classification Retention Period
Routine Stop 2 years, 1 month
Routine CFS – No DR 2 years, 1 month
Case Number Issued 2 years, 1 month
Custodial Arrest 2 years, 1 month
Potential Complaint 3 years
Search 2 years, 1 month
DUI 2 years, 1 month
Evading/Pursuit 2 years, 1 month
Use of Force 5 years
Test Recording 60 days
Training 60 days
Homicide Indefinite
Sex Crime Indefinite
Interview 2 years, 1 month
Holding 2 years, 1 month

6. Compliance Procedures. The Technical Services Division Director (or other police administrator as designated by the Police Chief) shall be responsible for ensuring compliance with procedures, including, but not limited to:
a. The Technical Services Division (TSD) has overall responsibility for the in-car, body worn, and interview room video system and shall serve as custodian of these records.
b. All Police in-car, body worn, and interview room video recordings, excepting test recordings or accidental activations, shall be retained in accordance with California Government Code (CGC) §34090.6.
c. Release of in-car, body worn, and interview room video recordings shall be conducted in accordance with Penal Code §1054.5 (discovery requests for criminal prosecution), CGC §7920.000 et seq. (California Public Records Act) and in accordance with Policy Manual §810 (Release of Records and Information). d. All retrieved in-car, body worn, and interview room video recordings will be uploaded into the digital evidence management system within the same day as Item AA1
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the recording unless hindered by equipment or network malfunction or availability.
e. Routine and evidentiary in-car, body worn, and interview room video recordings on the server are backed up daily on a redundant server so that recordings are accessible online by users for a period of not less than 365 days from the date of recording.
f. All routine requests by authorized department personnel for online access to in- car, body worn, and interview room video recordings for court preparation or other official business, outside of the normal online access period will be handled within 2-3 business days of the request.
g. If an emergency need to access these recordings is required, the Technical Services Division on-call Technician can be contacted for immediate restoration and access.
h. The in-car, body worn, and interview room video custodian or their designee shall be responsible for the retrieval, storage, backup and duplication of all in- car, body worn, and interview room video recordings in addition to the ongoing maintenance of the systems and association components.
i. All in-car, body worn, and interview room video recordings will be retained in accordance with the established records retention schedule (including Government Code section 34090.6).
j. In-car, body worn, and interview room video recordings will be stored on a separate and secure server.

This Policy shall be read together with all applicable Police Department policies, including Policy 446 (“Field-Based Video Policy”)
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City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Auditor
Meeting Date: June 18, 2024
Report #:2406-3161
TITLE
Recommend City Council Approval of Various Task Orders with Baker Tilly for Internal Audit Services 1) Extend deadline for FY 2024 Task Orders Task 1: Citywide Risk Assessment, Task 2: Preparation of Annual Audit Plan, Task 3: Selection of External Financial Auditor and Annual Audit Coordination, 2) Execute New FY 2025 Task 5: Preparation of Quarterly Reports, Annual Status Reports, Provision of City Hotline and Other Ongoing Office Administrative Functions, and 3) Amend the budget for FY 2024 Task Orders as Recommended by the Policy & Services Committee; CEQA Status – Not a Project.

RECOMMENDATION
The Policy & Services Committee recommends City Council approval of the following:

1. Extend the deadline from June 30, 2024 to December 31, 2024 for FY2024 Task Orders still underway:
a. FY2024: Task 1: Citywide Risk Assessment
b. FY2024: Task 2: Preparation of Annual Audit Plan
c. FY2024: Task 3: Selection of External Financial Auditor and Annual Audit Coordination

2. A new FY2025 Task 5 to commence on July 1, 2025 to support ongoing audit reporting and administrative activities: Task 5: Preparation of Quarterly Reports, Annual Status Reports, Provision of City Hotline and Other Ongoing Office Administrative Functions; and

3. Amend FY2024 Task Orders to realign authorized budget with a net zero impact overall:
a. FY2024: Task 6: Evaluation and Benchmarking reduced by $20,000, b.FY2024: Task 5: Preparation of Quarterly Reports, Annual Status Report, Provision of City Hotline, and Other Ongoing Office Administrative Functions increased by $20,000.

BACKGROUND
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The Policy & Services Committee received information from Baker Tilly relating to various Task Order changes at its June 11, 2024 meeting (Staff Report 2405-31051). The Committee unanimously recommend that the City Council approve the proposed changes.

In accordance with our agreement with the City, Baker Tilly is required to conduct recurring activities each year. Those recurring activities include the following tasks outlined in our agreement. •Task 1: Citywide Risk Assessment
•Task 2: Preparation of Annual Audit Plan
•Task 3: Selection of External Financial Auditor and Annual Audit Coordination •Task 5: Preparation of Quarterly Reports, Annual Status Reports, Provision of City Hotline and Other Ongoing Office Administrative Functions
Various audit specific task orders are approved annually in alignment with the Annual Council Approved Audit Workplan. Task Orders approved by the Council are executed by the Policy & Services Committee Chair as the Project Manager for the Baker Tilly contract as stipulated in the contract terms.

ANALYSIS
The Office of the City Auditor (OCA), as recommended by the Policy & Services Committee is seeking City Council approval of three types of changes to task orders. 1)Recommended Extension of Time (Attachment A)
FY2024 Task Orders are underway but not complete and currently are authorized through June 30, 2024. The recommended amendment would extend the term six months to December 31, 2024 for the task orders below. No change in budget is requested, this extension will enable work underway to continue that was impacted by the change in City Auditor role. •FY2024: Task 1: Beginning with year 1 and continuing at a minimum every other year thereafter, prepare a citywide risk assessment following the same review and approval requirements described in Task 2. The risk assessment process will be the primary determinant of subsequent audit activity.
•FY2024: Task 2: Prepare an annual audit plan for review by the City Manager and appropriate City Council Committee(s), and approval by the City council, that identifies preliminary objectives of each audit to be performed, the schedule for each audit, and the estimated not to exceed resources and costs for each audit. The city Auditor shall consult with the city Attorney as necessary when developing audit plans. The annual audit plan will be largely based on the risk assessment required in Task 1. •FY2024: Task 3: Selection of an External Financial Auditor and Annual Audit Coordination. 1 Policy & Services Committee, June 11, 2024; Agenda Item #2, Staff Report #2405-3105, https://portal.laserfiche.com/Portal/DocView.aspx?id=73097&repo=r-704298fc&searchid=e5144979-4e5c-42a1- 98d2-98f23d590231
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2)New Task Orders for FY2025 (Attachment B)
To begin work in FY 2025, approval of the Task 5 commencing on July 1, 2025, ending June 30, 2025, will ensure support of ongoing audit reporting and administrative activities. Specifically, Task 5 is “Preparation of Quarterly Reports, Annual Status Reports, Provision of City Hotline and Other Ongoing Office Administrative Functions.” The work will include the review and preparation of quarterly and annual reports, the provision of the City Hotline, and other administrative functions.

It will verify the reports for accuracy, timeliness, completeness, and compliance with standards and regulations. The City Hotline's effectiveness, efficiency, and compliance, including responsiveness and user satisfaction, will be evaluated. Administrative functions will be assessed for efficiency, effectiveness, and compliance.
3)Amend FY2024 Task Orders to realign authorized budget with a net zero impact overall (Attachment C)
In reconciling actual activity during the transition of both staffing and the fiscal year, realignment of budgeted levels between task orders is recommended. No change in overall FY 2024 spending authority is recommended, however, this better aligns with the cost of these tasks respectively.

The Office of the City Auditor would like to transfer unused funds from Task 6: Evaluation and Benchmarking in the amount of $20,000 and reallocate these funds to Task 5: Preparation of Quarterly Reports, Annual Status Report, Provision of City Hotline, and Other Ongoing Administrative Functions.

FISCAL/RESOURCE IMPACT
Work recommended in these tasks is within both the approved scope and compensation of the contract with Baker Tilly and funding levels in the FY2024 and FY2025 Operating Budget for the Office of the City Auditor.

ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because contracting for auditing services is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5).

ATTACHMENTS
Attachment A: Time Extension FY24 Task Orders 1, 2, & 3 Attachment B: FY25 Task 5: Preparation of Reports, City Hotline, & Other Tasks Attachment C: Budget Alignment FY24 Task Orders 5 & 6
APPROVED BY:

Kate Murdock, City Auditor
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PROFESSIONAL SERVICES TASK ORDER
TASK ORDER FY24-01 Citywide Risk Assessment
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 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY24-01

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: November 1, 2023 COMPLETION: June 30, 2024 4 TOTAL TASK ORDER PRICE: $35,000
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT: TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greg Tanaka, Chair of the City Council’s Policy and Services Committee

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): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
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: 64EC69FD-9F22-4E31-A074-737EA405F27F Councilmember Tanaka
8/28/2023
Council member Greg Tanaka
Baker Tilly US, LLP
City Auditor
8/29/2023
Adriane D. McCoy
Item AA2
Attachment A - Time
Extension FY24 Task
Order 1, 2, 3

Item AA2: Staff Report
Pg.
4 Packet Pg. 738 of 758

Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

 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) Services & Deliverables

Baker Tilly’s approach to conducting the Citywide Risk Assessment involves four (4) primary steps:

 Step 1: Project Planning & Management
 Step 2: Information Gathering
 Step 3: Analysis
 Step 4: Reporting

Step 1 – Project Planning & Management
This step includes those tasks necessary to solidify mutual understanding of the risk assessment scope, objectives, deliverables, and timing as well as ensuring that appropriate client and consultant resources are available and well-coordinated. Tasks include:

 Finalize project design – The first project activities will be to:
o Identify communication channels and reporting relationships and responsibilities of project staff
o Review and confirm project timelines
o Review and confirm deliverables
 Arrange logistics/administrative support – Matters to be addressed include schedules for interviews and data collection, contact persons in the departments, any other logistical matters, etc.
 Conduct kick-off meeting with key project stakeholders

Step 2 – Information Gathering
This step involves gathering information, through various means, that will enable the project team to understand the various risks facing the City. Tasks include:

 Request and review background information – the project team will develop an information request(s) in order to obtain various background information from the City. The request will include, but not be limited to:

DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment A - Time
Extension FY24 Task
Order 1, 2, 3

Item AA2: Staff Report
Pg.
5 Packet Pg. 739 of 758

o Strategic plan(s)
o Financial reports, including the most recent City Budget and Comprehensive Annual Financial Report (CAFR)
o Operational policies and procedures
o Municipal code
o Consulting reports
o Other relevant information and reports
 Conduct interviews with City Council and management
o Risk assessment interviews, aimed at understanding City functions and identifying risks, will be conducted with City Council members as well as department and division
 Conduct a risk assessment survey, if necessary
 Conduct research into key risks in order to identify relevant information to assess risks

Overall, the project team will consider the risk categories including:
 Strategic
 Financial
 Technology
 Human Capital
 Operational
 Reputational
 Economic
 Compliance

Step 3 – Risk Analysis
In Step 3, the project team will develop a risk assessment consisting of auditable areas (also referred to as an audit or risk universe). The risk assessment will be prepared in consideration of the following risks types:
 Environment, Strategy, and Governance – risks that have an organization wide impact and are not subject to a specific department or function (e.g., ethics)  Significant Projects and Initiatives – risks associated with large projects (e.g., capital projects, technology implementation) or City initiatives (e.g., employee engagement initiative).
 Function Specific Risks – risks associated with a specific department or function (e.g., procurement policy compliance)

The project team will assess the likelihood and impact of potential adverse events in order to quantitatively score each auditable area for purposes of prioritizing audit activities.

Step 4 – Reporting
In Step 4, the project team will finalize the draft Risk Matrix and prepare a draft Risk Assessment Report. The project team will ask for input (general completeness, risk scoring) on the Risk Matrix from key project stakeholders. Upon finalization of the Risk Matrix, the project team will finalize the Risk Assessment Report.

DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment A - Time
Extension FY24 Task
Order 1, 2, 3

Item AA2: Staff Report
Pg.
6 Packet Pg. 740 of 758

Deliverables:

The following deliverables will be prepared as part of this engagement:
 Risk Assessment Report
 Presentation of Results to City Council (note that this may be combined with presentation of the Task 2 Annual Audit Plan)

Schedule of Performance

Anticipated Start Date: November 1, 2023
Anticipated End Date: June 30, 2024

Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $35,000. The not-to-exceed budget is based on an estimate of 200 total project hours, of which 20 are estimated to be completed by the City Auditor.

Reimbursable Expenses
We plan to complete all work remote including all interviews and documentation review. If at any point the City and Baker Tilly mutually determine it will be beneficial to perform a portion of the work on-site, we will submit an estimate of our reimbursable expenses for the City’s approval prior to traveling to Palo Alto.

DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment A - Time
Extension FY24 Task
Order 1, 2, 3

Item AA2: Staff Report
Pg.
7 Packet Pg. 741 of 758

PROFESSIONAL SERVICES TASK ORDER
TASK ORDER FY24-02 Annual Audit Plan
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 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY24-02

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: November 1, 2023 COMPLETION: June 30, 2024 4 TOTAL TASK ORDER PRICE: $10,500
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT: TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greg Tanaka, Chair of the City Council’s Policy and Services Committee

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): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
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: 64EC69FD-9F22-4E31-A074-737EA405F27F Council member Greg Tanaka
Councilmember Tanaka
8/28/2023
Baker Tilly US, LLP
8/29/2023
Adriane D. McCoy
City Auditor
Item AA2
Attachment A - Time
Extension FY24 Task
Order 1, 2, 3

Item AA2: Staff Report
Pg.
8 Packet Pg. 742 of 758

Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

 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) Services & Deliverables

Baker Tilly’s approach to preparing the Annual Audit Plan involves two (2) primary steps:

 Step 1: Consultation with City Council and Management  Step 2: Reporting

Step 1 – Consultation with City Council and Management
The Risk Matrix and Risk Assessment Report will serve as the primary drivers of the Annual Audit Plan. The project team will initiate discussions over Risk Assessment results, potential audit activities, and audit coverage with City Council and Management. The purpose of those conversations will be to understand the priorities of City Council, and to develop a Draft Annual Audit Plan:

The Draft Annual Audit Plan will identify the following components for each audit activity:
 Audit activity type – audit or consulting activity
 Audit objectives and scope
 Anticipated budget – both in terms of hours and budget  Anticipated timeline

Step 2 – Reporting
The project team will present the Draft Annual Audit Plan to the City Council in order to obtain input on each potential audit activity. Upon refining the plan, the project team will finalize the Annual Audit Plan for presentation to City Council.

Deliverables
The following deliverable will be prepared as part of this engagement:

 Annual Audit Plan

DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment A - Time
Extension FY24 Task
Order 1, 2, 3

Item AA2: Staff Report
Pg.
9 Packet Pg. 743 of 758

Schedule of Performance

Anticipated Start Date: November 1, 2023
Anticipated End Date: June 30, 2024

Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $10,500. The not-to-exceed budget is based on an estimate of 50 total project hours, of which 10 are estimated to be completed by the City Auditor.

Reimbursable Expenses
We plan to complete all work remote including all interviews and documentation review. If at any point the City and Baker Tilly mutually determine it will be beneficial to perform a portion of the work on-site, we will submit an estimate of our reimbursable expenses for the City’s approval prior to traveling to Palo Alto.

DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment A - Time
Extension FY24 Task
Order 1, 2, 3

Item AA2: Staff Report
Pg.
10 Packet Pg. 744 of 758

PROFESSIONAL SERVICES TASK ORDER
TASK ORDER FY24-03 External Financial Auditor
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 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY24-03

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: July 1, 2023 COMPLETION: June 30, 2024 4 TOTAL TASK ORDER PRICE: $15,000

BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greg Tanaka, Chair of the City Council’s Policy and Services Committee

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): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
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: 64EC69FD-9F22-4E31-A074-737EA405F27F Councilmember Tanaka
Council member Greg Tanaka
8/28/2023
Baker Tilly US, LLP
8/29/2023
City Auditor
Adriane D. McCoy
Item AA2
Attachment A - Time
Extension FY24 Task
Order 1, 2, 3

Item AA2: Staff Report
Pg.
11 Packet Pg. 745 of 758

Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

 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) Services & Deliverables

Baker Tilly’s approach to the Office of the City Auditor’s role on the financial audit involves one (1) primary step in FY23:

 Step 1: Assistance in Managing the Financial Audit

Step 1 – Role in Managing the Financial Audit
In FY23, the project team will assist in managing the financial audit and presenting financial audit results to the Finance Committee and to the City Council, in accordance with municipal code.

Deliverables:

Legislative documents will be prepared to present the financial statements and reports prepared by an external auditor to the Finance Committee

Schedule of Performance

Anticipated Start Date: July 1, 2023
Anticipated End Date: June 30, 2024

Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $15,000. The not-to-exceed budget is based on an estimate of 40 total project hours, of which 40 are estimated to be completed by the City Auditor.

DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment A - Time
Extension FY24 Task
Order 1, 2, 3

Item AA2: Staff Report
Pg.
12 Packet Pg. 746 of 758

Reimbursable Expenses
Baker Tilly anticipates planning one on-site fieldwork week. Given this possibility, Baker Tilly could incur reimbursable expenses for this Task.

The not-to-exceed maximum for reimbursable expenses for this Task is $3,250.

The following summarizes anticipated reimbursable expenses:
 Round-trip Airfare – $1,000
 Ground Transportation (car rental or Uber/taxi) - $400  Hotel accommodation - $1,500 (4 nights)
 Food and incidentals – $350

DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment A - Time
Extension FY24 Task
Order 1, 2, 3

Item AA2: Staff Report
Pg.
13 Packet Pg. 747 of 758

4 7
7 5

PROFESSIONAL SERVICES TASK ORDER
TASK ORDER FY25-05 Various Reporting & City Hotline
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 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK ORDER NO.: FY23-4.22

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: July 1, 2024 COMPLETION: June 30, 2025 4 TOTAL TASK ORDER PRICE: $60,000

BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Lydia Kou, Chair of the City Council’s Policy and Services Committee

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): N/A I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have authority to
sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
Item AA2
Attachment B - FY25 Task
5 Preparation of Reports,
City Hotline, & Other
Tasks

Item AA2: Staff Report
Pg.
14 Packet Pg. 748 of 758

4 7
7 5
Attachment A

DESCRIPTION OF SCOPE OF SERVICES
Introduction
Attachment A, the Description of Scope of Services, contains the following four (4) elements:
•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) Services & Deliverables
Baker Tilly’s will provide the following services in Task 5:
•Quarterly Reports
•Annual Status Report
•Provision of the City Hotline
•Office Administrative Functions
Deliverables:

The following deliverables will be prepared as part of this engagement:
•Quarterly Reports (4 in FY2025)
•Annual Status Report
Schedule of Performance
Anticipated Start Date: July 1, 2024
Anticipated End Date: June 30, 2025
Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $60,000. The not-to-exceed budget is based on an estimate of 300 total project hours, of which 170 are estimated to be completed by the City Auditor.

Reimbursable Expenses
The City Auditor anticipates a trip every other month (total of 6 trips). Given this possibility, Baker Tilly could incur reimbursable expenses for this Task.

Item AA2
Attachment B - FY25 Task
5 Preparation of Reports,
City Hotline, & Other
Tasks

Item AA2: Staff Report
Pg.
15 Packet Pg. 749 of 758

4 7
7 5
The not-to-exceed maximum for reimbursable expenses for this Task is $19,500.

The following summarizes anticipated reimbursable expenses:
•Round-trip Airfare – $6,000 (6 round trip flights)
•Ground Transportation (car rental or Uber/taxi) - $2,400 •Hotel accommodation - $9,000 (24 nights)
•Food and incidentals – $2,100
Item AA2
Attachment B - FY25 Task
5 Preparation of Reports,
City Hotline, & Other
Tasks

Item AA2: Staff Report
Pg.
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PROFESSIONAL SERVICES TASK ORDER
TASK ORDER FY24-05 Various Reporting & City Hotline
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 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY24-05

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: July 1, 2023 COMPLETION: June 30, 2024 4 TOTAL TASK ORDER PRICE: $90,000

BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greg Tanaka, Chair of the City Council’s Policy and Services Committee

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): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
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: 64EC69FD-9F22-4E31-A074-737EA405F27F Councilmember Tanaka
8/28/2023
Council member Greg Tanaka
Baker Tilly US, LLP
Adriane D. McCoy
City Auditor
8/29/2023
Item AA2
Attachment C - Budget
Alignment FY24 Task
Order 5, 6

Item AA2: Staff Report
Pg.
17 Packet Pg. 751 of 758

Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

 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) Services & Deliverables

Baker Tilly will provide the following services in Task 5:

 Quarterly Reports
 Annual Status Report
 Provision of the City Hotline
 Office Administrative Functions

Deliverables:

The following deliverable will be prepared as part of this engagement:
 Quarterly Reports (4 in FY24)
 Annual Status Report
Schedule of Performance

Anticipated Start Date: July 1, 2023
Anticipated End Date: June 30, 2024
Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $90,000. The not-to-exceed budget is based on an estimate of 300 total project hours, of which 170 are estimated to be completed by the City Auditor.

Reimbursable Expenses
The City Auditor anticipates a trip every other month (total of 6 trips). Given this possibility, Baker Tilly could incur reimbursable expenses for this Task.

The not-to-exceed maximum for reimbursable expenses for this Task is $19,500.

DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment C - Budget
Alignment FY24 Task
Order 5, 6

Item AA2: Staff Report
Pg.
18 Packet Pg. 752 of 758

The following summarizes anticipated reimbursable expenses:
 Round-trip Airfare – $6,000 (6 round trip flights)
 Ground Transportation (car rental or Uber/taxi) - $2,400  Hotel accommodation - $9,000 (24 nights)
 Food and incidentals – $2,100

DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment C - Budget
Alignment FY24 Task
Order 5, 6

Item AA2: Staff Report
Pg.
19 Packet Pg. 753 of 758

PROFESSIONAL SERVICES TASK ORDER
TASK ORDER FY24-06 Evaluation and Benchmarking
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 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY24-06

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: July 1, 2023 COMPLETION: June 30, 2024 4 TOTAL TASK ORDER PRICE: $24,000

BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greg Tanaka, Chair of the City Council’s Policy and Services Committee

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): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
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: 64EC69FD-9F22-4E31-A074-737EA405F27F Council member Greg Tanaka
Councilmember Tanaka
8/28/2023
Adriane D. McCoy
Baker Tilly US, LLP
City Auditor
8/29/2023
Item AA2
Attachment C - Budget
Alignment FY24 Task
Order 5, 6

Item AA2: Staff Report
Pg.
20 Packet Pg. 754 of 758

Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

 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) Services & Deliverables

Baker Tilly’s approach to undergoing a peer review involves three (3) primary steps:

 Step 1: Preparation for a peer review
 Step 2: A peer review by an independent evaluator
 Step 3: Cost per audit analysis

Step 1 – Preparation for a peer review
The Office of the City Auditor (OCA) will conduct a self-assessment before a peer review.

Step 2 – A peer review by a qualified organization
OCA will undergo a peer review conducted by an independent evaluator. In order to accomplish this task, OCA will:
 Request a peer review from the Association of Local Government Auditors (ALGA)  Provide documents and answer questions as requested by ALGA  Obtain a peer review report from ALGA
Step 3 – Cost per audit analysis
OCA will prepare a cost per audit analysis.

Deliverables:

Legislative documents will be prepared to present a peer review report from an independent evaluator.

Schedule of Performance

Anticipated Start Date: June 1, 2023
Anticipated End Date: June 30, 2024
DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment C - Budget
Alignment FY24 Task
Order 5, 6

Item AA2: Staff Report
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Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $24,000. The not-to-exceed budget is based on an estimate of 95 total project hours, of which 25 are estimated to be completed by the City Auditor.

Reimbursable Expenses
Baker Tilly anticipates no travel costs. All procedures including interviews and documentation reviews are expected to be completed remotely.

DocuSign Envelope ID: 64EC69FD-9F22-4E31-A074-737EA405F27F Item AA2
Attachment C - Budget
Alignment FY24 Task
Order 5, 6

Item AA2: Staff Report
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City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: Transportation
Meeting Date: June 18, 2024
Report #:2406-3169
TITLE
Selection of Rail Grade Separation Alternatives for Churchill Avenue, Meadow Drive, and Charleston Road Crossings for the Advancement of the Alternatives into the Preliminary Engineering and Environmental Documentation phase; CEQA status – statutorily exempt under CEQA section 15262 (feasibility and planning study). (Continued from June 10, 2024)

RECOMMENDATION
Staff recommends that the Council discuss and review the grade separation alternatives considering Rail Committee recommendations and other work completed to date for the selection of preferred alternative(s) and select which alternative(s) to advance into the Preliminary Engineering and Environmental Documentation Phase.

Staff is seeking the Council's action on the following key decision:

The selection of Preferred Alternative(s) at Meadow Drive and Charleston Road for advancing grade separation alternatives into the Preliminary Engineering and Environmental Documentation Phase. The Rail Committee voted, with two in favor and one opposed, to recommend the Underpass Alternative and Hybrid Alternative at Meadow Drive and Charleston Road as the preferred options to the City Council for advancement into the Preliminary Engineering review

BACKGROUND
The Staff Report for this item can be found as part of the June 10, 2024 Council Report, item 13 Staff Report # 2402-25971

1 City Council, June 17, 2024; item 13, Action Item, SR# 2402-2597 https://portal.laserfiche.com/Portal/DocView.aspx?id=72813&repo=r-704298fc Item AA3
Item AA3 Staff Report

Item AA3: Staff Report
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On June 10, 2024, the City Council adopted a motion advancing Seale Avenue as the bicycle and pedestrian crossing for the partial underpass alternative for Churchill Avenue crossing into Preliminary Engineering and the Environmental Documentation Phase with the Closure as a backup option. This part of the item that was originally agendized as part of the June 10 item is no longer agenized for June 18 City Council meeting.

ATTACHMENTS
None
APPROVED BY:

Philip Kamhi, Chief Transportation Official
Item AA3
Item AA3 Staff Report

Item AA3: Staff Report
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