Vers.: Aug. 5, 2019
AMENDMENT NO. 1 TO CONTRACT NO. S22183280
BETWEEN THE CITY OF PALO ALTO AND
SLOAN SAKAI YEUNG & WONG, LLP.
This Amendment No. 1 (this “Amendment”) to Contract No. S22183280 (the “Contract” as defined below) is entered into as of May 26, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and SLOAN SAKAI YEUNG & WONG, LLP. , a Limited Liability Partnership , located at 555 Capit ol Mall, Suite 600, Sacramento, CA 95814 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the P arties hereto for the provision of labor negotiation legal services, as detailed therein.
B. The Parties now wish to amend the Contract in order to extend the term by thirty six (36) months, changing the expiration date from July 1, 2025 to July 1, 2028 and increase compensation value for an additional Two Hundred Thousand Dollars ($200,000), changing total not-to-exceed compensation from Two Hundred Fifty Five Thousand Dollars ($255,000) to Four Hundred Fifty Five Thousand Dollars ($455,000).
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. S22183280_ between CONSULTANT and CITY, dated July 1, 2022.
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 1. “SCOPE OF SERVICES” of the Contract is hereby amended to read as follows:
“CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2 Vers.: Aug. 5, 2019
CITY may elect to, but is not required to, authorize on- call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on -call Services only by advanced, written authorization from CITY as detailed in this Section. On- call Services, if any, shall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A -1 entitled “PROFESSIONAL SERVICES TASK ORDER”.
Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement.
Compensation for on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on- call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement.”
SECTION 3. Section 2. “TERM” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be effective as of July 1, 2022 through July 1, 202 8 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.”
SECTION 4. Section 4. “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Four Hundred Fifty Five Thousand Dollars ($455,000). The hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.”
SECTION 5. Section 30. “EXHIBITS” of the Contract is hereby amended to read as follows:
“Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2 Vers.: Aug. 5, 2019
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS”
SECTION 6. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A” entitled “ SCOPE OF SERVICES ”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “A-1” entitled “PROFFESIONAL SERVICE”, ADDED.
c. Exhibit “B” entitled “ SCHEDULE OF PERFORMANCES ”, AMENDED, REPLACES PREVIOUS.
d. Exhibit “C -1” entitled “ SCHEDULE OF RATES ”, AMENDED, REPLACES PREVIOUS.
SECTION 7. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 8. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2 Vers.: Aug. 5, 2019
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney or Designee
SLOAN SAKAI YEUNG & WONG, LLP.
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments:
EXHIBIT A – SCOPE OF SERVICES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) EXHIBIT A-1 – PROFFESIONAL TASK ORDER, AMENDMENT NO.1 (ADDED) EXHIBIT B – SCHEDULE OF PERFORMANCES, AMENDMENT NO.1 (AMENDED, REPLACES
PREVIOUS)
EXHIBIT C-1 – SCHEDULE OF RATES, AMENDMENT NO.1 (AMENDED, REPLACES
PREVIOUS)
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2 Charles Sakai
Partner
Allyson Hauck
Partner
Vers.: Aug. 5, 2019
EXHIBIT A
SCOPE OF SERVICES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT will provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services
CONSULTANT will provide Labor Neg otiations On-Call Services as described in the following phases below.
Phase I: REVIEW INFORMATION
To prepare for contract negotiation planning, CONSULTANT will obtain and review information 60-90 days prior to the expiration of contract by performing tasks including but not limited to the following:
A. Advise and consult with City Manager and Employee Relations to understand employment conditions and employer -employee relations, as well as on City economic parameters and overall labor relations strategy.
B. Review relevant financial data related to City budget and negotiation's economic parameters.
C. Identify the CITY's bargaining team members.
D. Prepare negotiations primer for Team (HR Director, City Manager, Chief Financial Officer and CONSULTANT), as needed. Some jurisdictions request that CONSULTANT train their negotiations teams so that the CITY will be in a position to conduct their own negotiations in the future.
E. Review M emorandum Of Agreements; identify operational issues and possible proposals; review grievances, arbitrations and/or P ublic Employment Relations Board cases if any since the last contract negotiations; gain understanding of CITY's fiscal picture for upcoming fiscal years; conduct salary and compensation analysis (note: Sloan Sakai has a classification and compensation group), review CITY’s Employer Employee Relations Policy related to bargaining and/or impasse procedures and identification of any major CITY issues for overall negotiations (i.e. concessions, medical or pension issues) and specific bargaining units.
F. Discuss with Team bargaining history for each unit and identify expected employee issues in bargaining for this phase.
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2 Vers.: Aug. 5, 2019
G. Generate 1% of payroll for each bargaining unit and review benefits and medical information.
Phase II: DRAFT POLICY
CONSULTANT will Draft Policy and Parameters Recommendations A. Based on the information obtained and reviewed in Phase 1 by Team (HR Director, City Manager, Chief Financial Officer and CONSULTANT) develop overall policy and parameter recommendations for City Council consideration prior to negotiations; and
B. Draft proposals consistent with direction of City policy makers.
Phase III: NEGOTIATIONS
CONSULTANT will conduct Negotiations with each Bargaining Unit:
A. Meet and confer in good faith with representatives of the employee organizations to develop consistent ground rules.
B. Generate a proposal tracking form that tracks union and CITY proposals on an ongoing basis for quick reference that can be used to report to and update the City Manager and City Council.
C. Generate information request tracker which identifies the date of each information request, the subject of the request, the date the CITY responded, and the information provided.
D. Conduct analysis and consult regarding union's proposal and Team recommendation, prepare City proposals and counter proposals for Council consideration and communicate with the Council if union proposals are outside of the overall parameters provided by the Council.
E. Train official note taker on how to take comprehensive bargaining notes.
F. Generate bargaining proposal/counter proposal language on an ongoing and timely basis with Team; prepare MOA language based on negotiated agreements.
G. Work with Team on analyzing Union/Association proposals and determining if additional research is necessary to respond to proposal.
H. Ensure that Team reviews with Departments on operational issues that arise through bargaining if requested by the City Manager or Employee Relations.
I. Maintain ongoing communications with the City Manager, City Council and Employee Relations through written and/or oral reports; J. Negotiate to tentative agreement or through new AB 646 in the California Government Code, Section 3505.4 through 3505.7 impasse procedures if necessary.
Phase IV: FINAL AGREEMENT
Upon reaching Final Agreement, CONSULTANT will:
A. Prepare tentative agreements using the City's format.
B. Obtain overall tentative agreement authorization with the City Council.
C. Prepare and present overall tentative agreement to the City Council in closed session.
D. Ensure that all contract languages are finalized and signed.
E. Assist the CITY in drafting Staff Reports, Resolutions, and finalized MOA documents.
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2 Vers.: Aug. 5, 2019
Phase V: CLOSING-OUT NEGOTIATIONS
Upon finalizing the Agreement, CONSULTANT will:
A. Review negotiations files to ensure CITY has a complete set of files for its records.
B. Resolve any post negotiation issues as directed , including consulting as to resolving employer/employee issues inclusive of grievances, assisting with preparation and presentation of arbitrations.
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2 Vers.: Aug. 5, 2019
EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER, AMENDMENT NO.1
(ADDED)
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
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: D9E5E771-2348-428F-8621-EDB34412ACA2 Vers.: Aug. 5, 2019
EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement.
Milestones
Completion
Number of Days/Weeks (as specified below)
from NTP
1. Phase 1: Review Information 60-90 days prior to the expiration of contract
2. Phase 2: Draft Policy To be determined (TBD) by Task Order within term of Agreement.
3. Phase 3: Negotiations TBD by Task Order within term of Agreement.
4. Phase 4: Final Agreement TBD by Task Order within term of Agreement.
5. Phase 5: Closing-out Negotiations TBD by Task Order within term of Agreement.
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2 Vers.: Aug. 5, 2019
EXHIBIT C-1
SCHEDULE OF RATES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT’s schedule of rates is as follows:
2022 to 2025 Rates:
Partners: $300 - $450
Of Counsel: $265 - $385
Senior Counsel: $275 - $385
Associates: $245 - $275
Law Clerks: $185
Paralegals: $105 - $175
Analysts: $95 - $135
Consultants: $160 - $275
2026 to 2028 (Amendment No.1) Rates:
Partners: $370 - $520
Of Counsel: $310 - $475
Senior Counsel: $325 - $415
Associates: $285 - $340
Law Clerks: $215
Paralegals: $130 - $205
Analysts: $105 - $225
Consultants: $205 - $385
Docusign Envelope ID: D9E5E771-2348-428F-8621-EDB34412ACA2