Vers.: Aug. 5, 2019
AMENDMENT NO. 5 TO CONTRACT NO. S20178065
BETWEEN THE CITY OF PALO ALTO AND
MICHAEL GENNACO DBA OIR GROUP
This Amendment No. 5 (this “Amendment”) to Contract No. S20178065 (the “Contract” as defined below) is entered into as of May 18, 2026, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL GENNACO DBA OIR GROUP, a sole proprietor, located at 7142 Trask Avenue, Playa Del Rey, CA, 90293 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of independent police auditor services, as detailed therein.
B. The Parties now wish to amend the Contract in order to (1) increase the compensation by Forty Thousand Dollars ($ 40,000) from Two Hundred Seven ty-Two Thousand Five Hundred Dollars ($2 72,500) to a new not to exceed amount of T hree Hundred Twelve Thousand Five Hundred Dollars ($312,500), (2) extend the contract term date from June 30, 2026 by an additional twelve months to June 30, 2027, as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. S20178065 between CONSULTANT and CITY, dated December 16, 2019, as amended by:
Amendment No.1, dated July 20, 2021
Amendment No.2, dated January 1, 2023
Amendment No.3, dated December 9, 2024
Amendment No.4, dated May 12, 2025
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 2 “TERM” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through June 30, 2027, unless terminated earlier pursuant to Section 19 of this Agreement.” Docusign Envelope ID: 997AC0B1-5AD0-8D0C-8021-DA4780708524 Vers.: Aug. 5, 2019
SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereb y amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (also referred to herein as the “Basic Services”), and reimbursable expenses (if specified in Exhibit “C”), shall not exceed Two Hundred Ninety-Two Thousand Five Hundred Dollars ($292,500).
In addition to the not-to-exceed compensation specified above, CITY has set aside the not-to- exceed compensation amount of Twenty Thousand Dollars ($20,000) for the performance of Additional Services. CONSULTANT agrees to complete all Basic Services, including specified reimbursable expenses, within this amount. In the event Additional Services (defined below) are authorized, the total compensation for Basic Services, Additional Services and specified reimbursable expenses shall not exceed Three Hundred Twelve Thousand Five Hundred Dollars ($312,500). The applicable rate schedule is set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amounts of compensation set forth herein shall be at no cost to the CITY.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Se rvices shall mean 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”.”
SECTION 4. 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 “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “C” entitled “ COMPENSATION, AMENDMENT NO. 5 ”, AMENDED, REPLACES PREVIOUS.
SECTION 5. 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 6 . 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: 997AC0B1-5AD0-8D0C-8021-DA4780708524 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
MICHAEL GENNACO DBA OIR GROUP
Officer 1
By:
Name:
Title:
Attachments:
EXHIBIT “B” ENTITLED “SCHEDULE OF PERFORMANCE , AMENDMENT NO. 5”, AMENDED, REPLACES PREVIOUS.
EXHIBIT “C” ENTITLED “COMPENSATION, AMENDMENT NO. 5”, AMENDED, REPLACES PREVIOUS.
Docusign Envelope ID: 997AC0B1-5AD0-8D0C-8021-DA4780708524 Stephen Connolly
Co-owner
Vers.: Aug. 5, 2019
EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5
(AMENDED, REPLACES PREVIOUS)
Consultant shall complete reports for calendar years 2020, 2021, 2022, 2023, 2024, 2025, 2026 and 2027.
Beginning in calendar year 2023, the following additional specific schedule shall apply:
In calendar year 2023, CONSULTANT shall complete two reports, for publication in approximately February/March and August 2023, containing all matters completed since the last published report.
In calendar year 2024, CONSULTANT shall complete two reports, for publication in approximately February/March and August 2024, containing all matters completed since the last published report.
In calendar year 2025, CONSULTANT shall complete two reports, for publication in approximately February/March and August 2025, containing all matters completed since the last published report.
In calendar year 2026, CONSULTANT shall complete two reports, for publication in approximately February/March, and August 2026 containing all matters completed since the last published report.
In calendar year 2027, CONSULTANT shall complete one report, for publication in approximately February/March, containing all matters completed since the last published report.
Docusign Envelope ID: 997AC0B1-5AD0-8D0C-8021-DA4780708524 Vers.: Aug. 5, 2019
EXHIBIT C
COMPENSATION, AMENDMENT NO. 5
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed up to the not-to-exceed amount of: Fifteen Thousand Dollars ($15,000).
A. Travel from CONSULTANT’S office to Palo Alto City Hall, 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.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager Docusign Envelope ID: 997AC0B1-5AD0-8D0C-8021-DA4780708524 Vers.: Aug. 5, 2019
and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.
Docusign Envelope ID: 997AC0B1-5AD0-8D0C-8021-DA4780708524 Certificate Of Completion
Envelope Id: 997AC0B1-5AD0-8D0C-8021-DA4780708524
Status: Completed
Subject: Complete with Docusign: Final S20178065 Amend No. 5.pdf Source Envelope:
Document Pages: 6
Signatures: 1
Envelope Originator:
Certificate Pages: 2
Initials: 0
Alice Harrison
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 170.85.54.113
Record Tracking
Status: Original
5/12/2026 10:50:03 AM
Holder: Alice Harrison
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Signer Events
Signature
Timestamp
Stephen Connolly
[email protected]
Co-owner
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 47.149.212.46
Sent: 5/12/2026 10:55:42 AM
Resent: 5/12/2026 10:58:08 AM
Resent: 5/14/2026 4:57:47 PM
Viewed: 5/14/2026 6:35:07 PM
Signed: 5/14/2026 6:42:02 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Chantal Gaines
[email protected]
Assistant to City Manager
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 5/14/2026 6:42:03 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ingrid Velasquez
[email protected]
Administrative Assistant
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 5/14/2026 6:42:03 PM
Viewed: 5/15/2026 8:36:37 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
5/12/2026 10:55:42 AM
Envelope Updated
Security Checked
5/12/2026 10:58:07 AM
Envelope Updated
Security Checked
5/12/2026 10:58:07 AM
Certified Delivered
Security Checked
5/14/2026 6:35:07 PM
Signing Complete
Security Checked
5/14/2026 6:42:02 PM
Completed
Security Checked
5/14/2026 6:42:03 PM
Payment Events
Status
Timestamps