PURCHASING GUIDE – APPENDIX L PAGE 1 OF 2
Short Form Agreement for Revenue Contracts
Cost-Sharing Agreement between the City of Palo Alto and the Palo Alto Unified School District for Security Guards at Four Caltrain Crossings
#S26196996R
BY THIS AGREEMENT MADE AND ENTERED INTO ON FEBRUARY 23, 2026 BY AND BETWEEN THE CITY OF PALO ALTO (“CITY”) AND THE PALO ALTO UNIFIED SCHOOL DISTRICT (“DISTRICT”), 25 CHURCHILL AVENUE, PALO ALTO, CA 94306. IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES HERETO AGREE AS FOLLOWS:
CITY SHALL PROVIDE OR FURNISH THE FOLLOWING SPECIFIED 1) GOODS AND MATERIALS, 2) SERVICES OR 3) A COMBINATION THEREOF AS SPECIFIED IN THE EXHIBITS NAMED BELOW AND ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE: EXHIBIT A – SCOPE OF SERVICES. EXHIBITS THE FOLLOWING ATTACHED EXHIBITS HEREBY ARE MADE PART OF THIS AGREEMENT:
CONTRACT IS NOT COMPLETE UNLESS ALL EXHIBITS ARE ATTACHED Ex
hibit A - Scope of Services
Exhibt B- Payment Plan
Exhibt C- Insurance Requirements
TERM THE SERVICES AND/OR MATERIALS FURNISHED UNDER THIS AGREEMENT SHALL COMMENCE ON FEBRUARY 23, 2026 AND SHALL BE COMPLETED ON OR BEFORE FEBRUARY 22, 2027. COMPENSATION FOR THE FULL PERFORMANCE OF THIS AGREEMENT, DISTRICT SHALL PAY CITY: AN AMOUNT NOT TO EXCEED $854,157 IN ACCORDANCE WITH EXHIBIT B. CITY ACCOUNT NUMBER (FOR CITY REFERENCE USE):
COST CENTER GL ACCT PROJECT /INTERNAL ORDER PHASE NO. DOLLAR AMOUNT 70050002-15900 FY26: $213,539.25
FY27: $640,617.75
GE
NERAL TERMS AND CONDITIONS ARE INCLUDED ON ALL PAGES OF THIS AGREEMENT. .
HOLD HARMLESS. Each party shall indemnify, defend and hold harmless the other party, its Council Members, Board Members, officers, employees, and agents from any and all demands, claims or liability of any nature, including wrongful death, caused by or arising out of the other party, its officers’, directors’, employees’ or agents’ negligent acts, errors, or omissions, or willful misconduct.
ENT
IRE AGREEMENT. This agreement and the terms and conditions on the following pages represent the entire agreement between the parties with respect to the purchase and sale of the goods, equipment, materials or supplies or payment for services which may be the subject of this agreement. All prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded hereby.
UNSIGNED DRAFT version - Subject to update by either party PAGE 2 OF 3 APPEMDIX L – SHORT FORM AGREEMENTS FOR REVENUE CONTRACTS THIS AGREEMENT SHALL BECOME EFFECTIVE UPON ITS APPROVAL AND EXECUTION BY THE PARTIES. IN WITNESS THEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE.
PROJECT MANAGER AND REPRESENTATIVE DISTRICT
FOR CITY
NAME: Lt. Nicolas Martinez BY _________________________________
DEPT: Police Department TITLE _____________________________________________
CITY OF PALO ALTO
P.O, BOX 10250
PALO ALTO, CA 94303
INVOICING SEND ALL INVOICES TO THE DISTRICT, ATTN: PROJECT MANAGER
CITY OF PALO ALTO APPROVALS: (ROUTE FOR SIGNATURES ACCORDING TO NUMBERS IN APPROVAL BOXES BELOW)
CITY DEPARTMENT Funds Have Been
Budgeted
(1)
PURCHASING & CONTRACT
ADMINISTRATION INSURANCE
REVIEW
(2)
APPROVAL OVER $25,000
(3) PURCHASING MANAGER
APPROVAL OVER $25,000 APPROVAL OVER $85,000
CITY OF PALO ALTO
BY:_____________________________________
CITY ATTORNEY
ATTEST:
BY:________________________ _______________________
MAYOR CITY CLERK
PURCHASING GUIDE – APPENDIX L PAGE 3 OF 4
CITY OF PALO ALTO
GENERAL TERMS AND CONDITIONS
A. ACCEPTANCE. This agreement is limited to the terms
and conditions on pages 1 through 4 inclusive and any exhibits referenced.
B. GOVERNING LAW AND VENUE . This agreement
shall be governed by the laws of the state of California. The courts of the State of California in the County of Santa Clara and the federal court for the Northern District of California have sole jurisdiction over any disputes that arise over this agreement.
C. NO EMPLOYMENT; CONFLICTS. It is understood and
agreed that this agreement is not a contract of employment in the sense that the relation of master and servant exists between the CITY and undersigned. At all times CITY shall be deemed to be an independent contractor and DISTRICT is not
authorized to bind CITY to any contracts or other obligations.
In executing this agreement, DISTRICT certifies that no one who has or will have any financial interest under this
agreement is an officer or employee of CITY.
D. INSURANCE. DISTRICT agrees to provide the insurance specified in the “Insurance Requirements” form attached hereto as Exhibit C or self-insure to equivalent standards. In the event DISTRICT is unable to secure a policy endorsement naming the City of Palo Alto as an additional insured under any comprehensive general liability or comprehensive automobile policy or policies, DISTRICT shall at a minimum, and only with the written approval of City’s Risk Manager or designee, cause each such insurance policy obtained by it to contain an endorsement providing that the insurer waives all right of recovery by way of subrogation against CITY, its officers, agents, and employees in connection with any damage, claim, liability personal injury, or wrongful death covered by any such policy. Each such policy obtained by DISTRICT shall contain an endorsement requiring thirty (30) days' written notice from the insurer to CITY before cancellation or reduction in the coverage or limits of such policy. DISTRICT shall provide certificates of such policies or other evidence of coverage satisfactory to City's Risk Manager, together with evidence of payment of premiums, to CITY at the commencement of this agreement, and on renewal of the policy, or policies, not later than twenty (20) days before expiration of the terms of any such policy.
E. TERMINATION . This agreement may be terminated by
either party upon thirty (30) days written notice to the other party. Monies then owing based upon work satisfactorily accomplished shall be paid to CITY.
F. CHANGES . This agreement shall not be assigned or
transferred without the written consent of the either party . No changes or variations of any kind are authorized without the written consent of the both parties.
G. Reserved.
H. NO IMPLIED WAIVER. No payment, partial payment,
acceptance, or partial acceptance by either party shall operate as a waiver on the part of such party of any of its rights under this agreement.
I. Reserved.
J. Reserved.
K. Reserved.
L. Reserved.
M. PRICE TERMS.
(a) Extra charges, invoices and payment. No extra charges of any kind will be allowed unless specifically agreed to in writing by CITY. All state and federal excise, sales and use taxes shall be stated separately on the invoices.
quantities. In event CITY reduces its price for such materials or services during the term of this agreement, CITY agrees to reduce the prices or rates hereof correspondingly.
N. Reserved.
O. Reserved.
P. NO THIRD PARTY BENEFICIARIES. Nothing in this
Agreement shall give any rights to any person other than the Parties to this Agreement.
PAGE 4 OF 5 APPEMDIX L – SHORT FORM AGREEMENTS FOR REVENUE CONTRACTS Exhibit A – Scope of Services
DISTRICT shall pay CITY in exchange for the provision of certain security guard services (“Services”):
• CITY will contract for 24x7 security guard coverage at four separate Caltrain crossings: Meadow Drive, Charleston Road, Churchill Avenue, and Alma Street, pursuant to the specific details and terms in the City’s contract (currently contract S26196996 with Yosh Enterprises Inc. dba Orion Security, as may be amended). • If the City’s vendor should change from Yosh Enterprises Inc. and the City executes a new contract for these Services, the DISTRICT shall have the option of (1) terminating this cost-sharing Agreement effective as of the last day of services provided by Yosh Enterprises, or (2) the parties may mutually agree in writing to continue this funding Agreement under the new vendor, but shall not exceed the existing term and compensation of this cost-sharing Agreement (unless this cost-sharing Agreement is amended in writing). • The funding from the DISTRICT will be used to partially reimburse the City of Palo Alto to pay for and provide these security guard services for the benefit of the community.
PURCHASING GUIDE – APPENDIX L PAGE 5 OF 6 Exhibit B – Payment Plan
Subject to the following terms, DISTRICT shall reimburse CITY for 50% of the City’s direct costs of City contract S26196996, as may be amended, not to exceed the amount in the “COMPENSATION” section on the first page of this Agreement. The reimbursement shall occur in four payments stated below, which is based on a total reimbursement amount of $854,157 (which is 50% of the City’s contract cost of $1,708,314). However, if the City’s actual contract costs are less than this, the City shall adjust the final payment so that the DISTRICT’s total payments under this Agreement are 50% of actual contract costs. The CITY shall provide DISTRICT copies of invoices for the Services upon request.
Period Payment Amount
February 23-May 23, 2026 $213,539.25
May 24-August 23, 2026 $213,539.25
August 24-November 23, 2026 $213,539.25
November 24-February 22, 2027 $213,539.25
City shall invoice DISTRICT at the end of each Period above, and payment shall be due within 30 days of the invoice date.