HomeMy WebLinkAbout2022-02-14 City Council Agenda Packet1
City Council
Special Meeting
Monday, February 14, 2022
5:00 PM
Council Chambers
Amended Agenda
Amended Agenda items appear on the agenda in Red
Pursuant to AB 361 Palo Alto City Council meetings will be held as “hybrid” meetings with the
option to attend by teleconference/video conference or in person. To maximize public safety
while still maintaining transparency and public access, members of the public can choose to
participate from home or attend in person. Information on how the public may observe and
participate in the meeting is located at the end of the agenda.
HOW TO PARTICIPATE
VIRTUAL PARTICIPATION
CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238)
Meeting ID: 362 027 238 Phone:1(669)900-6833
The meeting will be broadcast on Cable TV Channel 26, live on YouTube at
https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media
Center at https://midpenmedia.org.
IN PERSON PARTICIPATION REQUIREMENT:
•Provide Proof of Vaccination or negative COVID-19 test (taken within 48
hours) and a photo ID
•Wear a mask at all times
•Maintain social distancing
•If you cannot or do not wish to comply, you can still participate virtually
TIME ESTIMATES
Time estimates are provided as part of the Council's effort to manage its time at
Council meetings. Listed times are estimates only and are subject to change
at any time, including while the meeting is in progress. The Council reserves
the right to use more or less time on any item, to change the order of items and/or
to continue items to another meeting. Particular items may be heard before or after
the time estimated on the agenda. This may occur in order to best manage the time
at a meeting or to adapt to the participation of the public.
PUBLIC COMMENTS
Public Comments will be accepted both in person and via Zoom meeting. All
requests to speak will be taken until 5 minutes after the staff’s presentation. Written
public comments can be submitted in advance to city.council@cityofpaloalto.org
and will be provided to the Council and available for inspect ion on the City’s
website. Please clearly indicate which agenda item you are referencing in your
email subject line.
CALL TO ORDER
2 Special Meeting February 14, 2022
Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for
public inspection at www.CityofPaloAlto.org.
SPECIAL ORDERS OF THE DAY (5:00 - 5:10 PM)
1.Select Applicants to Interview for the Architectural Review Board
AA1. Friends of the Palo Alto Libraries
AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (5:10 PM - 5:30 PM)
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of
Oral Communications period to 30 minutes.
CONSENT CALENDAR (5:30 PM - 5:40 PM)
Items will be voted on in one motion unless removed from the calendar by three Council Members.
2.Approve Minutes from the January 31, 2022 City Council Meeting
3.Approval of Construction Contract Number C22181 645 with Legion
Contractors Inc., in the Amount of $494,723, and Authorization for the
City Manager or their Designee to Negotiate and Execute Change
Orders up to a Not-to-Exceed Amount of $74,208, for the Magical
Bridge Playground Rubber and Synthetic Turf Resurfacing Capital
Improvement Program Project (PE-21003)
4.Approval of Amendment Number 2 to the Agreement With Palo Alto
Unified School District (PAUSD) for PAUSD Athletic Field Brokering and
Maintenance Cost-sharing to Extend the Term to June 30, 20 22 with
an Optional Extension for an Additional Two Years
5.Approval of Amendment #4 to Contract C18171057 with AECOM to
Increase the Not-to-Exceed Compensation by $722,170 for Additional
Evaluation and Outreach of Railroad Grade Separation Alternatives f or
a Total Not-to-Exceed of $3,596,828
6.Approval of Meter Data Management System (MDMS) Contract
C22184319 With N. Harris Corporation (SmartWorks) in the Amount
Not to Exceed $1,804,055 Over a Five-Year Term
7.SECOND READING: Adoption of an Ordinance Amending Palo Alto
Municipal Code Section 9.68 (Relocation Assistance for No -Fault
Evictions) by Reducing the Threshold for Applicability from 50 Units to
10 Units or a Lower Threshold. Environmental Assessment: Exempt
pursuant to CEQA Guidelines Section 15061(b)(3). (FIRST READING:
January 31, 2022 PASSED: 5-1-1, Tanaka no, Stone abstain)
Public Letters
3 Special Meeting February 14, 2022
Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for
public inspection at www.CityofPaloAlto.org.
CITY MANAGER COMMENTS (5:40 PM - 6:00 PM)
ACTION ITEMS
Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials,
Unfinished Business and Council Matters.
8.Discuss and Provide Direction to Staff on: (1) Continuing the
Cubberley Concept Plan; (2) the Temporary Relocation of Palo Verde
and Hoover Elementary Schools to Cubberley; and (3) Potential
Opportunity to Acquire Additional Land at Cubberley (6:00 - 8:00 PM)
9.Provide Direction to Staff on Negotiations with Pets in Need for
Operations and Capital Improvements at the City's Animal Shelter
(8:00 - 10:00 PM) Supplemental Memo Added
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS
Members of the public may not speak to the item(s)
ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for
action during this meeting’s agenda.
10.Surplus Property Donated to Nonprofit Organizations
11.Independent Police Auditor's (IPA) Report of Review of Investigations
Completed Between 7/1/20 to 11/1/21 and the Police Department's
Use of Force Report for December 2020-December 2021
OTHER INFORMATION
Standing Committee Meetings
Policy & Services Committee February 8, 2022
Finance Committee Meeting February 15, 2022 - Canceled
Schedule of Meetings
AMENDED AGENDA ITEMS
Items that have been added/modified from the original publication of the agend a are listed below. Any
corresponding materials are appended to the end of the initial packet. If full items have been added to the Agenda,
they will be denoted with a number staring with AA, meaning Amended Agenda item.
AA1. Friends of the Palo Alto Libraries
9.Provide Direction to Staff on Negotiations with Pets in Need for
Operations and Capital Improvements at the City's Animal Shelter
(8:00 - 10:00 PM) Supplemental Memo Added
Q&A
Public Letters
Presentation
Public Letters
Presentation
Presentation
4 Special Meeting February 14, 2022
Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for
public inspection at www.CityofPaloAlto.org.
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via
email, teleconference, or by phone.
1. Written public comments may be submitted by email to
city.council@cityofpaloalto.org.
2. Spoken public comments using a computer will be accepted through the
teleconference meeting. To address the Council, click on the link below to
access a Zoom-based meeting. Please read the following instructions
carefully.
A. You may download the Zoom client or connect to the meeting in-
browser. If using your browser, make sure you are using a current,
up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+,
Safari 7+. Certain functionality may be disabled in older browsers
including Internet Explorer.
B. You may be asked to enter an email address and name. We request
that you identify yourself by name as this will be visible online and will
be used to notify you that it is your turn to speak.
C. When you wish to speak on an Agenda Item, click on “raise hand.” The
Clerk will activate and unmute speakers in turn. Speakers will be
notified shortly before they are called to speak.
D. When called, please limit your remarks to the time limit allotted.
E. A timer will be shown on the computer to help keep track of your
comments.
3. Spoken public comments using a smart phone will be accepted through
the teleconference meeting. To address the Council, download the Zoom
application onto your phone from the Apple App Store or Google Play Store
and enter the Meeting ID below. Please follow the instructions B-E above.
4. Spoken public comments using a phone use the telephone number listed
below. When you wish to speak on an agenda item hit *9 on your phone so
we know that you wish to speak. You will be asked to provide your first and
last name before addressing the Council. You will be advised how long you
have to speak. When called please limit your remarks to the agenda item and
time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362 027 238 Phone:1(669)900-6833
City of Palo Alto (ID # 13924)
Office of the City Clerk
City Council CAO Report
Meeting Date: 2/14/2022
Title: Select Applicants to Interview for the Architectural Review Board
From: Lesley Milton, City Clerk
Recommendation
Direct Staff to schedule interviews with selected applicants for the scheduled vacancies on the
Architectural Review Board (ARB).
Background
Boards and Commissions are established as advisory bodies to the City Council, made up of
community volunteers that provide essential feedback on matters of importance to the
community. The City Clerk’s office advertises and recruits for vacancies, the Council considers
the applications, interviews desired candidates, and makes recommendations for appointment
for the open positions.
Per City Council’s motion on December 13, 2021, the Special Architectural Review Board (ARB)
recruitment was initiated to invite more applicants through January 31, 2022:
MOTION: Mayor DuBois moved, seconded by Council Member Cormack to:
A. Vote tonight for two ARB positions;
B. Direct the Clerk to open a new recruitment opening from now until the end of
January for the open positions; and
C. Request the incumbent to serve the holdover position until recruited.
MOTION PASSED: 6-0, Kou absent
Another position was added to the one unfilled vacancy due to Board Member Grace Lee’s
resignation from the ARB on December 2, 2021. Board Member Lee’s vacancy was unable to
be added to the Fall Recruitment at that time per PAMC 2.16.060, which required an
advertising period of at least 15 days before vacancies are scheduled to be filled. The
appointments at that time were on December 13, 2021.
Furthermore, Ordinance 5529 (which outlined the new Board, Commissions, and Committees
term limits approved by City Council on August 9, 2021) came into effect this past January 1,
2022. The Ordinance states, “Effective January 1, 2022, terms of office due to expire on
December 15 of each year shall be extended to expire on March 31 of the following year, and
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thereafter terms of office shall commence on April 1.” Advertising was updated to include the
extended terms. As such, the current vacancies staff is requesting to be filled are:
• One (1) position with a term ending March 31, 2025
• One (1) position with an unexpired term ending March 31, 2024
For the Architectural Review Board (ARB) Special Recruitment effort, a total of 13 qualified
applications; 7 new applications were submitted during the extended recruitment period and 6
applications were from the previous Fall recruitment.
Scheduling Interviews
During the last several recruitments, the City Council has elected to i nterview all qualified
applicants for respective Boards and Commissions. It is at the discretion of the Council to
determine if they wish to continue the past practice, interview all candidates, or select identify
and provide direction on a select cohort of applicants to continue to the interview processes.
Applicants from the previous Fall Recruitment period (Yujin Jeon, Kathryn Jordan, Brigham
Wilson, Jim Xiao, and Bin Zhou) were also interviewed on November 16, 2021. Council may
move to defer to their previous interviews when considering appointments, or schedule
another set of interviews with the previous and new applicants.
Staff is recommending that interviews of the selected candidates be scheduled during a Special
City Council meeting on the week of February 21, 2022 starting at 5:00 PM. Appointments
then can be presented for approval at the February 28, 2022 Meeting.
Membership Requirements
Per PAMC 2.21.010, the Architectural Review Board requires at least 3 of its members to be
architects, landscape architects, building designers or other design professionals. Board
Members Peter Baltay, David Hirsch, and Osma Thompson are architects. As a re sult, the
current ARB Members fulfill these requirements.
Architectural Review Board: Two positions
• At least three members must be architects, landscape architects, building designers or
other design professionals. (Fulfilled by current members)
• No Palo Alto residency requirement
(PAMC 2.21.010)
• NEWLY RECEIVED APPLICANTS:
1. Yingxi Chen
2. Joao (Johnny) Baptista DaRosa
3. John Kunz
4. Dave Madwed
5. Alfred J. Mandel
6. Kendra Rosenberg
7. Curtis Smolar
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• PREVIOUSLY RECEIVED APPLICANTS:
8. Yujin Jeon (Preference of the March 31, 2024 term)
9. Kathryn Jordan
10. Manix Patel
11. Brigham Wilson
12. Jim Xiao
13. Bin Zhou (Resubmitted an updated application)
Public Outreach
Palo Alto Municipal Code 2.16.060 requires public notification regarding vacancies of the
Commissions as follows, “The City Clerk shall exercise their discretion in choosing the method
of advertisement that will most effectively reach potential candidates .” Based on the
September 14, 2021 Policy & Services Committee meeting report (available here) regarding
Board and Commission Member demographics and community representation the City Clerk’s
office expanded recruitment efforts through additional means to “most effectively reach
potential candidates”.
The Fall 2021 Boards and Commission recruitment invited applications from September 16,
2021 through October 26, 2021 through the new online application process. From that
previous recruitment, 6 unselected applicants of the 7 confirmed their continued interest for
the 2 vacancies.
The Special ARB recruitment invited applications from December 13, 2021 through January 31,
2022. The vacancies were advertised through various methods in partnership with the
Communications team. This included paid print advisements in The Palo Alto Weekly and the
Daily Post; via the City’s website and social media channels; in physical locations of the Palo
Alto Libraries and Community Centers; and distributed by e -mail and through City
subscription-based notification lists.
To effectively reach architectural professionals, further email outreach was done to 17 local
Palo Alto based architect companies and Stanford’s Architectural Design Program. Palo Alto’s
Public Works Engineering staff were also notified by email to share to their professional
networks, as several are licensed architects. A focused social media engagement was also
organized with AIA Silicon Valley.
ATTACHMENTS:
• Attachment1.a: Attachment A: ARB - All Applications (Redacted) (PDF)
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Architectural Review Board Application
Name Yingxi Chen
Address
City -
Postal Code -
Cell Phone
Home Phone
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1.Engage in business with the City;
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Joao Baptista (Johnny) DaRosa
Phone:
Email:
www.darosa.associates
PROFILE
Entrepreneur with visionary leadership. Over 35 years track record of success in San Francisco Bay Area
private sectors, with strategic resolutions to challenges, delivery of thriving growth performance. Corporate
citizen with passion and acute awareness, to helping others to succeed.
PROFESSIONAL EXPERIENCE
DaRosa & Associates, Millbrae, California 1998 to present
Founder and Principal
•Advisory in three industries: planning, construction, and development
•Expertise in land planning, architecture design for high and low densities
residences
•Commercial project, focus on hotel interior architecture, athletic facilities,
restaurant, winery, medical office, childcare and industrial
•University campus master planning and building design
(Nordic Business School Campus, Chengdu China)
(Nottingham University Shanghai Campus, Shanghai China)
DaRosa and Company LLC, Millbrae, California 2003 to present
Founder and Principal
Residential sub-division, land and building development
D&A Construction Company, Inc. Millbrae, California 1998 to 2010
Founder and Principal
•General contractor for in-house sub-division developments
SJ Sung & Associates, San Mateo, California 1988 to 1998
Partner
•Expanded a traditional architectural firm to a full design consultation provider
•Grew company from $1.5M to $5.0 M in annual project design fee revenues
•Managed staff of five project architects in commercial and residential projects
•Responsible for marketing and operations management
TDR Enterprises USA/Canada Inc (Licensee of Christian Dior, Chemise) 1993 to 1998
Chief Operating Officer
•Developed merchandise products (man dress shirt) for two seasons every year
•Material sourcing and oversaw production
•Responsible for license renewal and product design with Christian Dior’s HQ
•Oversaw sales performance of shops and department stores
LRS & Associates, Architects, Sunnyvale, California 1986 to 1988
Assistant Project Architect
•Prepared construction documents and specification
•Construction administration
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Johnny DaRosa
Page Two
PROFESSIONAL AFFILIATIONS
• President, Peninsula Chinese Business Association, http://pcbausa.com 2020 to Present
• Founder of Encouragement Scholarship1 Since 2015
• Board of Director for (PCBA) 2010 to Present
1.For High School students in Burlingame, Millbrae, San Bruno, and South San Francisco
Oakland Family Bridges Inc.
• Interim Chief Financial Officer 2020 to Present
• Vice President of the Board 2016 to 2018
• Board of Directors for Oakland Family Bridges Inc. 2014 to 2018
• Harvard Business School Community Partners (Northern California)
• HBS alumni volunteer in multiple projects 1-5 2011 to Present
to assist nonprofits address management and financial challenges
Participated projects:
1 Children Hospital & Research, Oakland (CHRCO Rehabilitation TBI Business Plan)
2 1% Program of Public Architecture, Nationwide (Strategic Growth Plan)
3 New Story, San Francisco (Construction Management Template for low income
housing development in South America and Africa)
4 Greenbelt Alliances, San Francisco (Recommendation for protecting Bay Area open spaces)
5 Pier 39 Aquarium, San Francisco (Marketing strategic plan)
• Harvard Alumni Real Estate Board 2017 to Present
To promote the study of real estate across the university
To provide an enhanced experience for students studying real estate
To create a beneficial network of alumni working in real estate to foster professional and personal
growth
Coaching and mentoring graduate students
TEACHING AFFILIATIONS
Lecturer, mentor to graduate students, lecturing in urban design, ecological urbanism, and self-improvement
in varies universities
Guide students in using case studies to support research
Prepare course materials such as syllabus and assignments
Foster student’s commitment to lifelong learning by connecting course materials to broader themes
PUBLICATION
• Journey to Your Dream Home
(A book for what you needs to know to build your dream home)
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Johnny DaRosa
Page Three
• Nuts and Bolts to Assemble Your Dream Home
(A book for crafting your living quality)
EDUCATION
• London School of Economics and Political Science: MBA Essential 2021
• Harvard Derek Box: The Higher Education Teaching Certificate 2020
• Harvard University, Graduate School of Design (AMD) in Real Estate 2010
• Hong Kong University, Bachelor of Architecture 1982
EXECUTIVE PROGRAMS
• Education Redesign: Building 21st Century Systems of Child Development and Education 2020
• Harvard University, Graduate School of Design, “Back to the Future” Master Program 2016
• Harvard Law School, The Harvard Negotiation Master Program 2015
• Harvard Graduate School of Education: Learning Environments for Tomorrow,
Practice for Architects and Educators Program 2013
• Harvard Graduate School of Design, Master Planning,
o Moving Towards a Sustainable City Program 2013
o Residential Universal Design Program 2013
• Harvard Law School, Negotiation and Leadership Program 2011
• Graduate School of Design, Real Estate Advanced Finance Program 2009
• Harvard Business School, Advanced Business Management Program 2008
• Harvard Business School, Real Estate Management Program: Developing Effective Leaders 2008
• Harvard Business School, Strategies for Project Development and Capital Market Access 2008
• Stanford University, Graduate Business School, Professional and Personal Development Program 2008
OTHER LANGUAGES
Cantonese and Mandarin
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Architectural Review Board Application
Name Yujin Jeon
Address
City -
Postal Code -
Cell Phone -
Home Phone
Email Address
Are you a Palo Alto resident? No
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1.Engage in business with the City;
2.Provide products or services for City
projects; or
1.a
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Architectural Review Board Application
Name Kathryn Jordan
Address
City -
Postal Code -
Cell Phone -
Home Phone -
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/com mission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1.Engage in business with the City;
2.Provide products or services for City
projects; or
1.a
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Architectural Review Board Application
Name Manix Patel
Address
City -
Postal Code -
Cell Phone -
Home Phone
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices Yes
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1.Engage in business with the City;
2.Provide products or services for City
projects; or
1.a
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Architectural Review Board Application
Name Brigham Wilson
Address
City -
Postal Code -
Cell Phone -
Home Phone
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1.Engage in business with the City;
2.Provide products or services fo r City
projects; or
1.a
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Architectural Review Board Application
Name Jim Xiao
Address
City -
Postal Code -
Cell Phone -
Home Phone
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1.Engage in business with the City;
2.Provide products or services for City
projects; or
1.a
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Architectural Review Board Application
Name Bin Zhou
Address
City -
Postal Code -
Cell Phone -
Home Phone
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1.Engage in business with the City;
1.a
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City of Palo Alto (ID # 14015)
Office of the City Clerk
City Council CAO Report
Meeting Date: 2/14/2022
Title: Approve Minutes from the January 31, 2022 City Council Meeting
From: Lesley Milton, City Clerk
Staff recommends Council to review and approve the minutes as presented.
ATTACHMENTS:
• Attachment2.a: Attachment A: 20220131amCCs (DOCX)
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CITY COUNCIL
DRAFT ACTION MINUTES
Page 1 of 3
Special Meeting
January 31, 2022
The City Council of the City of Palo Alto met on this date in virtual
teleconference at 5:00 P.M.
Participating Remotely: Burt, Cormack, DuBois, Filseth, Kou, Stone, Tanaka
Absent: None
Closed Session
1. CONFERENCE WITH LABOR NEGOTIATORS City Designated
Representatives: City Manager and his Designees Pursuant to Merit
System Rules and Regulations (Ed Shikada, Kiely Nose, Rumi Portillo,
Sandra Blanch, Nicholas Raisch, Tori Anthony, Molly Stump, and
Terence Howzell) Employee Organization: Service Employees
International Union, (SEIU) Local 521, Utilities Management and
Professional Association of Palo Alto (UMPAPA)Palo Alto Peace Officers’
Association (PAPOA), Palo Alto Police Management Association (PMA),
International Association of Fire Fighters (IAFF) local 1319, Palo Alto
Fire Chiefs Association (FCA), Management and Professional
Employees (MGMT) ; Authority: Government Code Section 54957.6
(a).
MOTION: Council Member Filseth moved, seconded by Council Member
DuBois to go into Closed Session.
MOTION PASSED: 7-0
Council went into Closed Session at 5:05 P.M.
Council returned from Closed Session at 7.22 P.M.
Mayor Burt announced there was no reportable action.
Agenda Changes, Additions and Deletions
Item 4 was continued until March 7, 2022.
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DRAFT ACTION MINUTES
Page 2 of 3
Sp. City Council Meeting
Draft Action Minutes: 01/31/2022
Consent Calendar
2. Foothills Fire Mitigation and Safety Improvement Strategies, Staff
Recommendations to City Council.
MOTION: Vice Mayor Kou moved, seconded by Council Member Stone, third
by Mayor Burt to pull Agenda Item Number 2 from the Consent Calendar to
be heard on a date uncertain.
Action Items
3. PUBLIC HEARING: Adoption of an Emergency Ordinance and Regular
Ordinance Amending Palo Alto Municipal Code Section 9.68 (Relocation
Assistance for No-Fault Evictions) by Reducing the Threshold for
Applicability from 50 Units to 10 Units or a Lower Threshold.
Environmental Assessment: Exempt pursuant to CEQA Guidelines
Section 15061(b)(3).
MOTION: Council Member DuBois moved, seconded by Council Member
Cormack to:
A. Adopt Emergency Ordinance 5543 lowering the threshold for
relocation assistance from 50 units per property to 10 units per
property for qualifying tenants as defined in the municipal code; and
B. Adopt an ordinance lowering the threshold for relocation assistance
from 50 units per property to 10 units per property for qualifying
tenants as defined in the municipal code.
MOTION PASSED: 5-1-1, Tanaka no, Stone abstain
4. Parks and Recreation Commission (PRC) Recommends that Council
Direct Staff and the PRC to Assess and Conduct Public Outreach on a
New Community Gymnasium Project in Palo Alto
This item was continued to March 7, 2022.
5. Colleagues Memo: Consider sale of up to 1 millions gallons per day
(MGD) of Individual Supply Guarantee (ISD).
The Council deferred action on this item for future consideration.
Adjournment: The meeting was adjourned at 11:11 P.M in Honor of Public
Work Engineering Department Staff Leonard Mello.
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DRAFT ACTION MINUTES
Page 3 of 3
Sp. City Council Meeting
Draft Action Minutes: 01/31/2022
ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor
NOTE: Action minutes are prepared in accordance with Palo Alto Municipal
Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared
in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in
accordance with Ordinance No. 5423, the City Council found action minutes
and the video/audio recordings of Council proceedings to be the official
records of both Council and committee proceedings. These recordings are
available on the City’s website.
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City of Palo Alto (ID # 13894)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Title: Approval of Construction Contract Number C22181645 with Legion
Contractors Inc., in the Amount of $494,723, and Authorization for the City
Manager or their Designee to Negotiate and Execute Change Orders up to a
Not-to-Exceed Amount of $74,208, for the Magical Bridge Playground Rubber
and Synthetic Turf Resurfacing Capital Improvement Program Project (PE -
21003)
From: City Manager
Lead Department: Public Works
Recommendation
Staff recommends that Council:
1. Approve and authorize the City Manager or their designee to execute a construction
contract with Legion Contractors, Inc. (Contract No. C22181645) in an amount not-to-
exceed $494,723 for the Capital Improvement Program Magical Bridge Playground
Rubber and Synthetic Turf Resurfacing project (PE-21003);
2. Authorize the City Manager or their designee to negotiate and execute one or more
change orders to Construction Contract No. C22181645 with Legion Contractors, Inc. for
related additional but unforeseen work which may develop during the project, the total
value of which shall not exceed $74,208; and
Background
The Magical Bridge Playground Rubber and Synthetic Turf Resurfacing Project (PE-21003)
focuses on anticipated maintenance to playground amenities, mainly the replacement of the
attenuated surfacing. The Magical Bridge playground opened in March 2015 and is now one of
the most used facilities in the City, drawing approximately 15,000 visitors per month. This high
rate of use requires periodic maintenance to playground facilities to maintain quality and
safety. Since its installation, portions of playground failed prematurely and required periodic
closures for repairs. Playground surfacing is anticipated to last 7-10 years with typical use and
sun exposure. Other maintenance items include refurbishing of the playhouse and replacement
of railing to a longer lasting and more durable material to ensure the playground will continue
to provide inclusive play for the community.
Discussion
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City of Palo Alto Page 2
As part of the Fiscal Year 2022 Adopted Capital Budget, Council approved funding for
renovations at Magical Bridge Playground in Mitchell Park. The renovations address
maintenance and safety renovations and upgrades to the heavily used playground. These
renovations include:
• Rubberized surfacing replacement
• Synthetic turf replacement
• Cleaning and re-staining the playhouse
• Replacing the playhouse railing with a more durable material
• Replacement of the net on the net spinner
• Painting handrails
• Replacement planting
• Replacement of the shade umbrella on the slide mound
• Addition of a shade structure over the spin zone (partially funded by the community
through a donation from the Magical Bridge Foundation)
Bid Process
On October 22, 2021, an Invitation for Bids (IFB) for the Magical Bridge Playground Renovation
Project was posted online through PlanetBids and 1,441 notifications were sent to general
contractors, subcontractors, consultants, and builder’s exchanges through the City’s
eProcurement system. The bidding period was 24 days. A non-mandatory pre-bid meeting was
held on November 4, 2021. Bids were received from six qualified firms on November 15, 2021
as listed in the attached Bid Summary (Attachment A).
SUMMARY OF BID PROCESS
BID NAME/NUMBER MAGICAL BRIDGE PLAYGROUND
RENOVATIONS PROJECT IFB #181645
Proposed Length of Project 60 Days
Number of Bid Packages Downloaded Contractors 17
Number of Bid Packages Downloaded by Builder’s
Exchanges 23
Total Days to Respond to Bid 24
Pre-Bid Meeting? Non-Mandatory
Number of Bids Received: 6
Bid Price Range (Base Bid) $224,273 - $652,110
Bid Price Range (Base Bid Plus Alternates) $494,723 - $997,320
A review of the bids included the base bid and all the bid alternates. Base bids ranged from
$224,273 to $652,110 and from 52% below to 39% above the engineer’s estimate of $468,000.
Bid alternates ranged from $270,450 to $345,210 and from 11% below to 13% above the
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Engineer’s Estimate of $305,000.
Staff has reviewed all bids and recommends that the Base Bid of $224,273, plus all the Additive
Bid Alternates (1 through 9; in Attachment A) of $270,450, for a total of $494,723, submitted by
Legion Contractors, Inc. be accepted and that Legion Contractors, Inc. be declared the lowest
responsive and responsible bidder. Bid alternate items were separated out from the base bid to
allow for flexibility selecting the park elements that could be included in the project scope with
the current funding available. The construction contingency amount of $74,208, which equals
15 percent of the contract value, is requested for related, additional, but unforeseen work
which may develop during the project. A 15 percent contingency is requested (rather than the
standard 10 percent amount) to allow flexibility for a larger replacement area of the padded
sub-base of the attenuated surfacing if necessary. Additional sub-base material that could not
be visually inspected may be damaged by tree roots.
Staff reviewed information regarding Legion Contractors, Inc.’s responsibility as a bidder and
found Legion Contractors to be the lowest responsive and responsible bidder. Staff also
checked with the Contractor's State License Board and confirmed that the contractor has an
active license on file.
This contract is on the City’s construction contract template, which permits the City to
terminate without cause/for convenience by providing written notice to the contractor. In the
event the City finds itself facing a challenging budget situation, and it is determined that City
resources need to be refocused elsewhere, the City can terminate for convenience. Other
options include termination due to non-appropriation of funds or amending the contract to
reduce the cost, for example, by reducing the scope of work.
Timeline
This project is scheduled for a 60-day construction period. Construction is expected to start in
March 2022 and be completed by May 2022.
Resource Impact
Funding for this project is available in the Fiscal Year 2022 Capital Improvement Program
Magical Bridge Playground Rubber and Synthetic Turf Resurfacing project (PE-21003).
The Magical Bridge Foundation has made a $5,000 bench donation to add seating to the spin
zone area, and a $30,000 donation toward the purchase of the shade sail over the spin zone
area and the new shade umbrella at the top of the slide mound. In total, $35,000 in Other
Revenue will be recognized as a donation from the Magical Bridge Foundation for PE -21003,
allowing $35,000 to be returned to the Capital Improvement Fund balance to be used for other
capital projects. This will be adjusted as funding is received as part of the annual reconciliation
of the project as part of the year-end financial close process.
Policy Implications
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The project is consistent with the City’s Comprehensive Plan goals, policies , and programs.
Stakeholder Engagement
As this project is a renovation of an existing facility to address maintenance needs, no
community meetings were held to review the renovation items. However, staff met with the
Magical Bridge Foundation, the original funder of the playground, to review the project’s scope.
Staff will notify users of the playground closure prior to work commencing.
Environmental Review
Pursuant to the requirements of the California Environmental Quality Act (CEQA), the project is
categorically exempt from CEQA, per Section 15303 New Construction or Conversion of Small
Structures.
Attachments:
• Attachment3.a: Attachment A - Bid Summary Magical Bridge PE-21003
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Bid Summary ‐ Magical Bridge Playground
PE‐21003
Legion
Contractors Azul Works
Redwood
Engineering 101 Builders Top Line
Agbayani
Constuction
Engineers
Estimate
Remove and replace rubber surfacing color coat (standard) $119,272.50 $152,000.00 $176,700.00 $212,040.00 $263,283.00 $335,760.00 $285,000.00
Remove and replace rubber surfacing color coat (premium)$6,500.00 $14,000.00 $14,250.00 $11,400.00 $16,672.50 $18,050.00 $16,000.00
Remove and replace synthetic turf on flat ground $49,600.00 $66,000.00 $59,520.00 $99,200.00 $98,456.00 $111,600.00 $72,000.00
Remove and replace synthetic turf on slope section of mound $12,250.00 $11,000.00 $12,250.00 $14,000.00 $15,925.00 $17,500.00 $15,000.00
Spot repair and level attenauted buffing sub surface under rubber and turf $7,500.00 $35,000.00 $37,500.00 $17,500.00 $154,750.00 $95,000.00 $45,000.00
Remove and repalce bonded rubber mulch $29,150.00 $56,000.00 $47,700.00 $60,950.00 $77,115.00 $74,200.00 $35,000.00
Total: $224,272.50 $334,000.00 $347,920.00 $415,090.00 $626,201.50 $652,110.00 $468,000.00
Remove net railing of playhouse and replace with synthetic wood railing $45,750.00 $11,900.00 $41,785.00 $67,100.00 $12,962.50 $137,250.00 $68,000.00
Power wash and paint/stain playhouse includes scaffoldign $45,000.00 $83,000.00 $99,000.00 $90,000.00 $71,000.00 $50,000.00 $65,000.00
Purchase and install shade sail strucutre $79,000.00 $70,600.00 $75,000.00 $78,000.00 $67,500.00 $75,000.00 $85,000.00
Install new 6' donor bench on concrete pad $4,000.00 $7,700.00 $4,000.00 $12,000.00 $5,000.00 $10,000.00 $3,000.00
Replace the nettin on the Dynamo spinner $33,000.00 $29,700.00 $30,000.00 $33,000.00 $33,600.00 $25,000.00 $38,000.00
Prime and paint metal handrails $3,200.00 $2,600.00 $7,150.00 $11,700.00 $7,040.00 $960.00 $3,500.00
Purchase and install shade umbreall at slide mound $37,500.00 $28,000.00 $32,000.00 $32,000.00 $26,300.00 $25,000.00 $35,000.00
Plant 20 15gal Dietes $20,000.00 $5,900.00 $5,000.00 $6,900.00 $7,000.00 $20,000.00 $6,000.00
Plant 15 1gal Lavender $3,000.00 $400.00 $975.00 $375.00 $2,250.00 $2,000.00 $1,500.00
Total: $270,450.00 $239,800.00 $294,910.00 $331,075.00 $232,652.50 $345,210.00 $305,000.00
Total: $494,722.50 $573,800.00 $642,830.00 $746,165.00 $858,854.00 $997,320.00 $773,000.00
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City of Palo Alto (ID # 13899)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Title: Approval of Amendment Number 2 to the Agreement With Palo Alto
Unified School District (PAUSD) for PAUSD Athletic Field Brokering and
Maintenance Cost-sharing to Extend the Term to June 30, 2022 with an
Optional Extension for an Additional Two Years
From: City Manager
Lead Department: Community Services
Recommendation
Staff recommends that City Council approve and authorize the City Manager to execute
Amendment No. 2 (Attachment A) to the Agreement Between the City of Palo Alto and
the Palo Alto Unified School District of Santa Clara County Concerning the Public Use,
Brokering and Maintenance of District-Owned Athletic Fields, Tennis Courts, and
Basketball Courts Jointly Used By School Students and the General Public (Agreement)
to extend the term to cover the period July 1, 2019 through June 30, 2022 with an
optional mutual extension of an additional 24 months.
Background
Beginning in 1993, the City and PAUSD staff met to discuss a possible partnership for
the maintenance and public use of PAUSD athletic fields. An Agreement between the
City and PAUSD was entered into in 1995 for the City to maintain select PAUSD athletic
fields for both school and community use with both parties contributing an equal share
of the costs. The Agreement also included an equal cost share for capital improvements
to athletic fields. The agreement has since been revis ed several times and no longer
includes a cost share for capital improvements. The cost of capital improvements is now
fully incurred by PAUSD.
The Agreement encompasses the maintenance and brokering of the athletic fields at 13
elementary schools and three middle schools, and tennis courts at five PAUSD schools.
The City manages the brokering of PAUSD athletic fields and tennis courts for public
community use outside of school activity hours. Revenue received from renting PAUSD
athletic fields and courts is shared between both parties with the City retaining 60%
and PAUSD retaining 40% of revenue.
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The Agreement provides for the continued maintenance of school district fields at all
PAUSD elementary schools, as well as the fields at Jane Lathrop Stanford (JLS) and
Frank S. Greene, Jr. (Greene) Middle Schools. Greene Middle School was previously
named Jordan Middle School. The maintenance of turf areas includes mowing, edging,
de-thatching, reseeding, aeration, and maintenance of irrigation heads, valves, a nd
controllers. The fields at Ellen Fletcher (Fletcher) Middle School (formerly named
Terman) are not part of this agreement as these fields are dedicated parkland (Terman
Park) and are maintained in a manner consistent with City Park maintenance standards.
The Agreement also provides for the maintenance of tennis courts and basketball courts
at JLS, Greene, and Fletcher Middle Schools, and at Henry M. Gunn and Palo Alto High
Schools. This work includes periodic sweeping of the court surfaces and washing d uring
the summer months.
The City brokers the fields, tennis courts, and basketball courts in accordance with the
Council-approved Field Use Policy. This policy is intended to ensure residents, both
youth and adults, have fair access to PAUSD and City-owned fields and athletic
facilities. The criteria incorporated into the Field Use Policy helps ensure Palo Alto youth
and non-profit sports clubs have top priority access to field space for practice and
competition.
The City places a high priority on the maintenance and safety of school playing fields to
ensure the community has access to athletic fields and courts for physical fitness and
recreation. This Agreement will continue the City’s commitment to provide quality turf
and court surfaces.
Discussion
In the fall of 2019, City and PAUSD staff met to discuss renewing the Agreement
(Amendment No. 1). City and PAUSD staff agreed to extend the Agreement through
December 31, 2021 with a mutual option for an extension through Dec. 31. 2023. On
December 9, 2019, City Council approved the extension of the Agreement (Amendment
No. 2). City staff later learned that PAUSD staff did not bring the Agreement to the
PAUSD Board for approval. Both the City and PAUSD have honored the terms of the
Agreement (Amendment No. 2).
PAUSD staff have agreed to update Amendment No. 2 to extend the term to cover the
period July 1, 2019 through June 30, 2022 with an optional mutual extension of an
additional 24 months. PAUSD staff will bring the Amendment No. 2 to the PAUSD Board
for their approval on February 8, 2022.
Amendment No. 2 retains the same scope of work and service level performed by City
staff. The maintenance costs are shared equally between the City and PAUSD. The
revenue share remains at 60% to City and 40% to PAUSD.
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If City Council approves Amendment No. 2 of the Agreement, staff will collaborate with
PAUSD and return to City Council in June 2022 with a recommendation to extend th e
Agreement.
Timeline
The attached amendment will extend the existing agreement to June 30, 2022 (with a
mutual option to extend for an additional two years through June 30, 2024). Staff will
return to City Council with a recommendation to extend the Agreement in June 2022.
Policy Implications
There are no policy implications from this contract amendment.
Resource Impact
Amendment No. 2 extends the terms of the existing agreement for six months
(December 31, 2021 to June 30, 2022). The annual maintenance cost is approximately
$1.0M and the costs are split equally between the City and PAUSD. The revenue
remains shared at 60% to the City and 40% to PAUSD. The total shared revenue in
calendar year 2020 was approximately $18,000. For calendar year 2021, the shared
revenue is estimated to be approximately $45,000. For calendar year 2022, the shared
revenue is estimated to be approximately $50,000.
The amendment maintains the level and scope of services and cost share of actual
expenses as established in the original contract. The only financial impacts to the City
from this action are the result of updated labor costs for continuing these services,
which were included in the FY 2022 Adopted Budget. Funding for subsequent years of
the agreement is subject to appropriation of funds through the annual budget process.
Stakeholder Engagement
City and PAUSD staff met multiple times to discuss the agreement and have a mutual
interest in continuing this partnership.
Environmental Review
This amendment is exempt from the provisions of the California Environmental Quality
Act (CEQA) pursuant to section 15301 (existing facilities) of the CEQA guidelines.
Attachments:
• Attachment4.a: Attachment A: City PAUSD Athletic Field Agreement, Second
Amendment
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AMENDMENT NO. 2 TO THE
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE
PALO ALTO UNIFIED SCHOOL DISTRICT OF SANTA CLARA
COUNTY CONCERNING THE PUBLIC USE, BROKERING AND
MAINTENANCE OF DISTRICT-OWNED ATHLETIC FIELDS,
TENNIS COURTS AND BASKETBALL COURTS JOINTLY USED
BY SCHOOL STUDENTS AND THE GENERAL PUBLIC
This Amendment No. 2 to the “Agreement Between The City Of Palo Alto And The Palo Alto
Unified School District Of Santa Clara County Concerning The Public Use, Brokering And
Maintenance Of District-Owned Athletic Fields, Tennis Courts And Basketball Courts Jointly Used By
School Students And The General Public” (“Contract”) is entered into February ____, 2022, by and
between the CITY OF PALO ALTO, a California chartered municipal corporation (the “CITY”) and the
PALO ALTO UNIFIED SCHOOL DISTRICT OF SANTA CLARA COUNTY, a unified school district
organized and existing under the Laws of the State of California (the “DISTRICT”) (individually, a
“Party” and, collectively, the “Parties”), in reference to the following facts and circumstances:
R E C I T A L S
A. The Contract was entered into between the Parties on or about January 1,
2014 for the use, maintenance, and related cost-sharing of District-owned athletic fields and
courts. The Contract was amended in June 2018.
B. The Parties intend to extend the Contract to cover the period July 1, 2019
through June 30, 2022 with an optional mutual extension of an additional 24 months.
C. The Parties wish to amend the Contract for the purposes described herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and
provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract titled “Agreement
Between The City Of Palo Alto And The Palo Alto Unified School District Of
Santa Clara County Concerning The Public Use, Brokering And Maintenance
Of District-Owned Athletic Fields, Tennis Courts And Basketball Courts
Jointly Used By School Students And The General Public” between DISTRICT
and CITY, dated January 1, 2014 as amended by:
Amendment No.1, dated June 25, 2018
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
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SECTION 2. Subsection 2.1 of Section 2 TERM AND TERMINATION of the Contract is
hereby amended to read as follows:
2.1 The term of this Second Amendment will commence on July
1, 2019, and end on June 30, 2022, subject to the earlier termination of this
Agreement by any Party hereto upon ninety (90) days’ advance written
notice. The preceding sentence notwithstanding, this Agreement is subject
to the fiscal provisions of the Charter of the CITY and other Laws of the CITY
and the DISTRICT, and this Agreement will terminate without any penalty
(a) at the end of any fiscal year in the event that funds are not appropriated
by the Council or Board of Education for the following fiscal year, or (b) at
any time within a fiscal year in the event that funds are not appropriated by
the Council or Board of Education for a portion of the fiscal year and funds
for this Agreement are no longer available. The CITY or the DISTRICT will
use reasonable efforts to give the other Party reasonable notice of
termination in the event that funds will not be appropriated. No provision
is made for the automatic extension or renewal of the term.
SECTION 3. Subsection 2.3 of Section 2 TERM AND TERMINATION of the Contract is
hereby added to read as follows:
2.3 The term of this Agreement may be extended for an additional
twenty four (24) months by written mutual agreement of the parties
executed at least seven (7) calendar days before expiration of the term.
Nothing in this Agreement requires either party to renew or extend this
Agreement or to enter into negotiations regarding the renewal or extension
of this Agreement.
SECTION 4. Subsection 5.1 of Section 5 PAYMENTS OF COSTS OF MAINTENANCE of
the Contract is hereby amended to read as follows:
5.1 Actual costs shall be shared in the ratio of 50:50 between the CITY
and the DISTRICT for the costs of Maintenance and water (plus equipment
costs and salary and benefits costs, as appropriate) for the Facilities. City
shall provide District with estimated maintenance costs on a quarterly basis
to aide with allocation of funds.
SECTION 5. The following exhibit(s) to the Contract is hereby amended to read as
set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference:
a. Attachment “B” entitled “Fee Schedule and Program”.
SECTION 6. Except as herein modified, all other provisions of the Contract, including
any exhibits and subsequent amendments thereto, shall remain in full force and effect.
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SECTION 7. The recitals set forth above are terms of this Amendment and are fully
incorporated herein by this reference.
IN WITNESS WHEREOF, the Parties hereto have by their duly authorized representatives
executed this Amendment on the date first above written.
CITY OF PALO ALTO
APPROVED AS TO FORM:
PALO ALTO UNIFIED SCHOOL DISTRICT:
Attachments:
ATTACHMENT B: FEE SCHEDULE AND PROGRAM
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ATTACHMENT B
Fee Schedule and Program
Athletic Field Rentals** 2018-2019
Baseball Fields $7.50 - 162.00/hr.*
Soccer Fields $7.50 - 162.00/hr.*
Softball Fields $7.50 - 162.00/hr.*
Lights $27.00/use
Athletic Field Rentals** 2019-2020
Baseball Fields $7.50 - 174.00/hr.*
Soccer Fields $7.50 - 174.00/hr.*
Softball Fields $7.50 - 174.00/hr.*
Lights $29.00/use
Athletic Field Rentals** 2021-2022
Baseball Fields $9.00 - 163.00/hr.*
Soccer Fields $9.00 - 163.00/hr.*
Softball Fields $9.00 – 163.00/hr.*
Lights $30.00/use
(Rates for 2023 and beyond to be determined by the City’s Municipal Fee Schedule)
Tennis Court Rentals (2018-2019)**
Tennis Tournament Court Use Fee $5.00 – 16/hr./court*
Tennis Court Rentals (2019-2020)**
Tennis Tournament Court Use Fee $5.00 – 17/hr./court*
Tennis Court Rentals (2021-2022)**
Tennis Tournament Court Use Fee $7.00 – 9/hr./court*
(Rates for 2023 and beyond to be determined by the City’s Municipal Fee Schedule)
* Athletic fields’ fees will be reduced by 50% for nonprofit users. Proof of nonprofit status will be
required for fee reduction. However, there shall be no fee reduction if any fee or donation is
required by the nonprofit organization permit holder in connection with the use of the permitted
field or tennis court.
** Rates are subject to change subject to the City’s Municipal Fee Schedule.
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Facilities covered by these fees include:
City Sites/Parks Palo Alto Unified School District Sites
Terman Park All Elementary Schools -Open or Closed
Greene Middle School
JLS Middle School
Palo Alto High School Tennis Courts
Gunn High School Tennis Courts
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City of Palo Alto (ID # 13761)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Council Priority: Transportation and Traffic
Title: Approval of Amendment #4 to Contract C18171057 with AECOM to
Increase the Not-to-Exceed Compensation by $722,170 for Additional
Evaluation and Outreach of Railroad Grade Separation Alternatives for a
Total Not-to-Exceed of $3,596,828
From: City Manager
Lead Department: Transportation Department
Recommendation
Staff recommends that the City Council approve and authorize the City Manager to execute
Amendment No. 4 to Contract C18171057 with AECOM for the Railroad Grade Separation and
Safety Improvements Capital Improvement Project (PL-17001) effort and to increase
compensation by $722,170 on a time and material basis for a total not-to-exceed amount of
$3,596,828. This amendment will allow AECOM to perform additional studies as directed by
City Council on the remaining rail crossing alternatives and perform outreach and seek input
through stakeholders. This amendment also includes optional additional services for evaluating
four-track alternatives that can be authorized by the City Manager in consultation with the City
Council and Rail Committee if needed.
Background
The City Council approved a contract with AECOM to serve as the primary consultant for the
Connecting Palo Alto rail grade separation project on April 16, 2018. The approved contract
(C18171057) for $1,278,660 is shown with the staff report (CMR 9100).
The City Council also authorized Amendment No. 1 on June 24, 2019 (CMR 10463),
Amendment No. 2 on June 23, 2020 (CMR 11273), and Amendment No. 3 on April 26, 2021
(CMR 12153) to the AECOM contract. These contract amendments provided for additional
services supporting rail grade separation project outreach efforts and assistance to the City for
technical support for review of the selected rail grade separation alternatives by the Expanded
Community Advisory Panel (XCAP). The proposed contract amendment is included in
Attachment A.
Discussion
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After receiving the final report from the Expanded Community Advisory Panel (XCAP) on April
26, 2021 (CMR 12185), the City Council eliminated the south Palo Alto tunnel alternatives from
further consideration for Meadow Drive and Charleston Road crossings. Staff presented a
detailed review for Meadow Drive and Charleston Road crossing alternatives on August 23,
2021 (CMR 13435) and also provided details on additional studies that may be performed to
provide further information in narrowing the alternatives for selection of preferred alternatives
at these crossings.
At this meeting on August 23, 2021, the City Council eliminated the viaduct option for
Charleston Road and Meadow Drive grade crossings from further consideration and directed
staff to perform additional studies. These studies included work to r efine underpass
alternatives for Meadow Drive and Charleston Road crossing to address current shortcomings,
including the size of the roundabout, the bike/ped connections, and right-of-way impacts. In
addition, the Council directed staff to conduct additional geotechnical studies and to obtain the
cost for a second cost opinion of the Trench option, in particular a company with experience
with trenches, underground or subterranean methods parallel to the geotechnical studies.
Following the discussion about Charleston Road and Meadow Drive crossing, staff presented
details on Churchill Avenue crossing alternatives for grade separation on No vember 1, 2021
(CMR 13543). This discussion was continued on November 29, 2021 (CMR 13746). Similar to
other crossings, staff presented information on additional studies that may be performed to
provide further information in narrowing the alternatives for the selection of preferred
alternatives at Churchill Avenue Crossings.
At this meeting on November 29, 2021, the City Council eliminated the viaduct alternative for
Churchill Avenue grade crossing from further consideration and selected the partial underpass
alternative as a preferred alternative and the closure alternative with mitigations as a backup.
Council desired the refinement to the partial underpass alternative with input from PAUSD,
PABAC, and Stanford to address current shortcomings and to conduct additional outreach.
In addition, Council directed initiating the rail committee to further discuss the alternatives in
consideration, and to facilitate engagement with Caltrain, PAUSD, and Sandford. The rail
committee with staff and the Local Policy Maker Group (LPMG), will also help pursue Caltrans;
the reduction in areas for 4-tracking concerns, design alternatives considerations, construction
technologies, etc. Also, staff will bring the additional studies performed by the consultant for
rail committee review and seek direction before the City Council for review and approval.
Staff requested AECOM Consultants to provide a proposal for the additional services and
ongoing support as discussed and directed by the City Council at these meetings on a time and
material basis, including support from sub-consultants. The Council directed that the scope
includes the following major tasks:
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• Refinement of Underpass Alternatives at Charleston Road and Meadow Drive crossing,
and Partial Underpass Alternative at Churchill Avenue.
• Preliminary Geotechnical Studies to confirm the design assumptions and unit costs. In
addition, assist with reviewing the merits of box jacking construction technology.
• Cost estimate review for a second cost opinion of the Trench alternatives from a
company experienced with trenches, underground or subterranean methods parallel to
the geotechnical studies
• Additional outreach to PAUSD, Stanford, and PABAC to gather input and feedback.
• Technical Support for review of the alternatives for analysis as needed to support Rail
Committee discussions.
• Additional Services: Optional Task for Four Tracking Review of impacts on alternatives is
included in the scope as an optional task that can be authorized, if needed by the City
Manager, in consultation with City Council and Rail Committee. This optional task may
be authorized for only the level of effort needed from the Consultant, in the event
Caltrain’s timings for evaluation of City’s project limits the ability for the City to move
forward with the project.
Timeline & Workplan
The work will be performed in the following anticipated timeline:
• Initiate Rail Committee and present workplan and seek direction on guiding principles
and criteria; February/March 2022
• Engage with Rail Committee for discussion with Caltrain and impacts of Caltrain’s
decisions on alternatives in consideration; March through May 2022
• Check-in with Rail Committee in reviewing the technical information and refined designs
available from the Consultant; June/July 2022
• Provide an update on the additional studies from the geotechnical information prepared
by the consultant; August/September 2022
• Coordinate with PAUSD, Stanford, and PABAC to seek their input for refinement of
partial underpass alternative at Churchill Avenue, and underpass alternatives at
Meadow Drive and Charleston Road Crossings; including review of Rail Committee;
through September 2022
• City Council review of the alternatives in consideration based on Rail Committee
recommendations; October 2022
• Consultant to prepare Draft Project Study Report (PSR); December 2022
Resource Impact
At the request of the City based on the past practice with previous amendments of this
contract, the Consultant provided the proposal for this work on a time and material basis.
Following negotiations between the City and the Consultant, the amendment to the contract is
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proposed in the amount of $722,170. This amount includes the additional services for the
optional task in the amount of $104,126 that can be authorized by the City Manager in
consultation with the City Council or Rail Committee as needed.
Funding required for Contract Amendment #4 is available in the FY 2022 Adopted Capital
Budget Railroad Grade Separation and Safety Improvement Project, PL-17001. The existing
AECOM Contract including Amendments 1-3 totals $2,874,658. Based on the amount proposed
in Contract Amendment #4 of $722,170, the total contract amount for the AECOM Contract
would increase to $3,596,828. There is adequate funding available from Measure B Local
Streets and Roadways (LSR) allocated to this project to fund this contract amendment.
Stakeholder Engagement
From June 2019 through February 2021, the XCAP conducted regular meetings for the review of
the various alternatives in consideration at the Churchill Avenue, Meadow Drive, and
Charleston Road crossings along the Caltrain corridor. Staff in coordination with AECOM
Consultants provided continuous support to the XCAP and conducted other community
engagement activities. In addition to XCAP, and to further engage the community, the City
hosted a Virtual Town Hall from August 19, 2020 to September 14, 2020 gaining over 1,000
unique visitors to the online platform. This virtual platform was designed to inform the
community and seek feedback on the proposed alternatives for the grade at the three
separation grade crossing locations.
A summary report of the virtual Town Hall was provided as an Informational Report to the City
Council on November 30, 2020 (CMR 11759). Earlier in 2020, before the pandemic began, the
City also hosted two well-attended Rail Town Hall meetings and smaller neighborhood specific
open house meetings to gain community input on the rail alternatives and an swer community
questions. Staff also developed and released online surveys, used social media, City’s website,
and electronic newsletters to inform, answer questions, and gain feedback from the community
on this important City priority.
The scheduled Council Meetings on the ongoing discussion for grade separation alternatives for
Meadow Drive, Charleston Road, and Churchill Avenue crossings discussions also provided the
community with the opportunities to provide their comments to the City. In 2021 , these
meetings were held on March 23, April 26, August 23, November 1, and November 29.
In addition, outreach to PAUSD, Stanford, PABAC, and similar entities are included in the scope
of this amendment for further refinement of the project alternatives. The Rail Committee and
future Council Meetings for the project will also provide opportunities for additional
community feedback.
Policy Implications
Goals and policies from the Palo Alto 2030 Comprehensive Plan that are supported and
advanced by the proposed project include:
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Goal T-1 Create a sustainable transportation system, complemented by a mix of land
uses, that emphasizes walking, bicycling, use of public transportation and other
methods to reduce GHG emissions and the use of single-occupancy motor
vehicles.
Policy T-1.19 Provide facilities that encourage and support bicycling and walking.
Policy T-1.10 Support Caltrain modernization and electrification capacity and service
enhancements and extension to Downtown San Francisco.
Policy T-1.25 Pursue transportation funding opportunities for ongoing transportation
improvements that will help mitigate the impacts of future development
and protect residents’ quality of life. When other sources are unavailable,
continue to fund improvements, operations and maintenance through
the general fund.
Goal T-2 Decrease delay, congestion and VMT with a priority on our worst intersections
and our peak commute times, including school traffic.
Policy T-2.3 Use motor vehicle LOS at signalized intersections to evaluate the
potential impact of proposed projects, including contributions to
cumulative congestion. Use signal warrants and other metrics to evaluate
impacts at unsignalized intersections.
Goal T-3 Maintain an efficient roadway network for all users.
Policy T-3.5 When constructing or modifying roadways, plan for use of the roadway
by all users.
Policy T-3.6 Consider pedestrians, bicyclists, e-bikes and motorcycles when designing
road surfaces, curbs, crossings, signage, landscaping and sight lines.
Policy T-3.14 Continue to prioritize the safety of school children in street modification
projects that affect school travel routes, including during construction.
GOAL T-6 Provide a safe environment for motorists, pedestrians and bicyclists on Palo Alto
streets
Policy T-6.1 Continue to make safety the first priority of citywide transportation
planning. Prioritize pedestrian, bicycle and automobile safety over motor
vehicle level of service at intersections and motor vehicle parking.
Policy T-6.3 Continue to work with Caltrain to increase safety at train crossings,
including improving gate technology and signal coordination.
Goal T-8 Influence the shape and implementation of regional transportation policies and
technologies to reduce traffic congestion and GHG emissions.
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Environmental Review
The recommendation in this report does not constitute a project in accordance with the
California Environmental Quality Act and is therefore not subject to environmental review.
Attachments:
• Attachment5.a: Attachment A: AECOM Contract Amendment #4, C18171057
Amend No. 4
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AMENDMENT NO. 4 TO CONTRACT NO. C18171057
BETWEEN THE CITY OF PALO ALTO AND
AECOM TECHNICAL SERVICES, INC.
This Amendment No. 4 (this “Amendment”) to Contract No. C18171057 (the “Contract”
as defined below) is entered into as of February 14, 2022, by and between the CITY OF PALO
ALTO, a California chartered municipal corporation (“CITY”), and AECOM TECHINICAL SERVICES,
INC., a California corporation, located at 300 Lakeside Drive, Suite 400, Oakland, CA 94612
(“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 by and between the Parties hereto
for the provision of providing additional support to City staff for additional meetings with XCAP
and City Council, as detailed therein.
B. The Parties now wish to amend the Professional Service Agreement Contract in
order to increase the total compensation by $722,170.00 from $2,874,658.00 to $3,596,828.00
for Services and Additional services not included in the previous scope of work and extend the
term by one year to April 22, 2023.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions
of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C18171057
between CONSULTANT and CITY, dated April 23, 2018.
Amendment No. 1, dated June 24, 2019
Amendment No. 2, dated June 23, 2020
Amendment No. 3, dated April 23, 2021
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:
“SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution
through April 22, 2023, unless terminated earlier pursuant to Section 19 of this Agreement.
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SECTION 3. Section 4. “NOT TO EXCEED COMPENSATION” of the Contract is hereby
amended to read as follows:
“SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT
for performance of the Services described in Exhibit “A” as amended by Exhibits “A-1”, “A-2”,
“A-3” and “A-4” (referred to collectively as Exhibit “A” or the “Basic Services”), and
reimbursable expenses, shall not exceed Three Million Five Hundred Ninety-Six Thousand Eight
Hundred Twenty-Eight Dollars ($3,596,828.00). CONSULTANT agrees to complete all Basic
Services, including reimbursable expenses, within this amount. In the event Additional Services
are authorized, the total compensation for Basic Services, Additional Services, and reimbursable
expenses shall not exceed Three Million Five Hundred Ninety-Six Thousand Eight Hundred
Twenty-Eight Dollars ($3,596,828.00). The applicable rates and schedule of payment are set out
at Exhibit “C-4”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of
this Agreement. Any work performed or expenses incurred for which payment would result in a
total exceeding the maximum amount 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 Services 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 exhibits to the Contract are hereby amended or added to read
as set forth in the attachments to this Amendment, which are incorporated in full by this
reference:
a. EXHIBIT “A-4”: SCOPE OF SERVICES, AMENDMENT NO.4 (ADDED)
b. EXHIBIT “B-4”: SCHEDULE OF PERFORMANCE, AMENDMENT NO.4 (ADDED)
c. EXHIBIT “C”: COMPENSATION, AMENDMENT NO.4 (AMENDED, REPLACES
PREVIOUS)
d. EXHIBIT “C-1.4”: HOURLY RATE SCHEDULE, AMENDMENT NO.4 (ADDED)
Exhibit “A-4” to this Amendment shall amend, but not replace, Exhibit “A” attached to the
original Contract, Exhibit “A-1” attached to Amendment No. 1, Exhibit “A-2” attached to
Amendment No. 2, and Exhibit “A-3” attached to Amendment 3 to the Contract. References to
“Exhibit A” in the Contract shall mean Exhibits “A”, “A-1”, “A-2”, “A-3”and “A-4” read together.
To the extent the provisions of Exhibit “A-4” directly conflict with original Exhibit “A”, Exhibit “A-
1”, or Exhibit “A-2”, or Exhibit “A-3”, the provisions of Exhibit “A-4” will control.
Exhibit “B-4” shall amend, but not replace, Exhibit “B” as previously amended. References
to “Exhibit B” in the Contract shall mean Exhibit “B” (as previously amended) and this Exhibit “B-
4”, read together. To the extent the provisions of Exhibit “B-4” directly conflict with Exhibit “B”
as previously amended, the provisions of Exhibit “B-4” will control.
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Exhibit “C-1.4” shall amend, but not replace, Exhibit “C-1” as previously amended.
References to “Exhibit C-1” in the Contract shall mean Exhibit “C-1” (as previously amended) and
this Exhibit “C-1.4”, read together. To the extent the provisions of Exhibit “C-1.4” directly conflict
with Exhibit “C-1” as previously amended, the provisions of Exhibit “C-1.4” will control.
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.
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives
executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
____________________________
City Attorney or designee
CONSULTANT:
AECOM TECHINICAL SERVICES, INC.
By:______________________________
Name:___________________________
Title:____________________________
By:______________________________
Name:___________________________
Title:____________________________
Attachments:
EXHIBIT “A-4”: SCOPE OF SERVICES, AMENDMENT NO.4 (ADDED)
EXHIBIT “B-4”: SCHEDULE OF PERFORMANCE, AMENDMENT NO.4 (ADDED)
EXHIBIT “C”: COMPENSATION, AMENDMENT NO.4 (AMENDED, REPLACES PREVIOUS)
EXHIBIT “C-1.4”: HOURLY RATE SCHEDULE, AMENDMENT NO.4 (ADDED)
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Vice President
Etty Mercurio
Allison Hall
CFO, Americas
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EXHIBIT A-4
SCOPE OF SERVICES,
AMENDMENT NO. 4
(ADDED)
This Exhibit “A-4” shall amend, but not replace, Exhibit “A” attached to the original Contract,
Exhibit “A-1” attached to Amendment No. 1, Exhibit “A-2” attached to Amendment No. 2, and
Exhibit “A-3” attached to Amendment 3 to the Contract. References to “Exhibit A” in the
Contract shall mean Exhibits “A”, “A-1”, “A-2”, “A-3”and “A-4” read together. To the extent the
provisions of Exhibit “A-4” directly conflict with original Exhibit “A”, Exhibit “A-1”, or Exhibit “A-
2”, or Exhibit “A-3”, the provisions of Exhibit “A-4” will control.
AMENDMENT NO. 4 SCOPE OF WORK:
CONSULTANT will continue to manage the Project, which will include required technical
analyses of alternatives and a community and stakeholder engagement process to identify and
develop locally- preferred alternatives for modifications to the existing at-grade crossings in
Palo Alto at Churchill Avenue, Meadow Drive, and Charleston Road. CONSULTANT will
coordinate and manage the project in conjunction with CITY’s staff.
The tasks anticipated in this supplemental scope of services with descriptions of supplemental
services for each task and associated deliverables are shown below.
Task 1. Project Management
1.1 Project Management and Administration
For the additional 16 months to the project (January 2022-April 2023), the CONSULTANT will
continue to provide project management for each task for the duration of the Project.
Management activities will consist of administration, coordination, and quality control, as
follows:
a. Prepare a scope, budget, and updated project schedule.
b. Continue to supervise, coordinate, and monitor activities and product development for
conformance with the scope of services and CITY standards.
c. Prepare sixteen (16) additional monthly invoices and progress reports.
1.2 Performance and Quality Monitoring
CONSULTANT will continue to use a project specific Quality Assurance Plan for technical reviews
and detailed checking for work products including the work produced by CONSULTANT’s
subconsultants. The CONSULTANT will continue to make sure that all work performed on the
project is checked and that all deliverables undergo a quality review before submittal to the
CITY.
1.3 Monthly Invoicing, Progress Reports and Schedule
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CONSULTANT will prepare and update the project schedule based on the supplemental work
and it will be submitted to CITY staff for review and approval.
Task 1 Supplemental Deliverables:
a. Updated baseline project schedule
b. Monthly update of progress against baseline schedule
c. Sixteen (16) additional monthly invoices with progress reports
Task 4. Community Engagement
4.1 Supplemental Meetings
CONSULTANT will support the City staff with meetings not included in the original scope of
work or prior amendments. The additional services will include the preparation and attendance
of up to six meetings (3 stakeholders x 2 meetings with each), as directed by the City.
Approximate dates are shown in the schedule and stakeholders are assumed to be Stanford,
PAUSD and PABAC.
4.2 Presentation to Rail Committee #1
CONSULTANT will prepare a summary of comments from the initial set of stakeholder meetings
and develop a PowerPoint presentation to present to the Rail Committee.
Task 4 Deliverables
a. Stakeholder meeting summaries
b. Presentation materials for one Rail Committee meeting
Task 6. Identify Recommended Alternatives
6.1 Refine Meadow and Charleston (MC) Underpasses and Churchill (CH) Partial Underpass
Alternatives
6.1.1 Refine Alternatives
CONSULTANT will refine the three underpass alternatives (at Churchill, Meadow and
Charleston) to address input received to date, and feedback received from the stakeholders
described in Task 4. Only input recommended by the City and the Rail Committee will be
incorporated into the refinement of the alternatives. Some input received to date includes the
size of the Charleston roundabout, improvements to bike/pedestrian connections and reduction
of right-of-way impacts. The following materials will be updated:
6.1.2 Update Exhibits
Update plan, profile and typical section for each of the three alternatives (Initial and Final)
6.1.3 Update Renderings
Update 3D CAD model and still image renderings to include refinements not previously
captured such as U-turn at Alma Plaza (Initial and Final)
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6.1.4 Update Cost Estimates
Update quantities and cost estimate for each alternative. These tasks will be completed only
after the final refinements are made.
6.1.5 Update Misc. Items (Fact Sheets, Matrix, VR Room)
Update evaluation matrix, FACT Sheets, website materials and VR room materials/exhibits
based on the refinements. These tasks will be completed only after the final refinements are
made.
6.1.6 Presentation to Rail Committee #2
CONSULTANT will prepare a summary of comments from the second set of stakeholder
meetings. Based on comments from the stakeholders and Rail Committee, CONSULTANT will
make a final update to the exhibits and renderings for the underpass alternatives. and develop
a PowerPoint presentation to present to the Rail Committee.
6.2 Preliminary Geotechnical Study
6.2.1 Data Collection and Review – Groundwater and Geotechnical
CONSULTANT will collect available soil profile and groundwater data from adjacent projects.
This could include data from Santa Clara Water District channel projects, local bridges (Caltrain,
City or Caltrans), and/or other sources (e.g. local development projects).
6.2.2 Field and Laboratory Studies
Following review of available subsurface information, CONSULTANT will conduct a limited
geotechnical field exploration program consisting of one boring and one seismic cone
penetration test (CPT) near each of the three rail crossings for preliminary site characterization;
this information would be used to update design assumptions made during the current
planning-level phase. At least one porewater pressure dissipation test to estimate groundwater
depth would be attempted in the CPT at each location if granular deposits are encountered.
The borings would be drilled to a depth of 80 feet and the CPTs would be advanced to a depth
of 100 feet or practical refusal, whichever is shallower. An AECOM field engineer or geologist
will log the borings during drilling and supervise the field activities. Soil samples will be
obtained at 5-foot depth intervals or changes in stratigraphy to a depth of about 50 feet; the
sampling interval might be increased to 7- to 10-foot below a depth of 50 feet. Samples will be
collected with a modified California sampler or Standard Penetration Test split-spoon sampler.
All borings and CPTs will be backfilled in accordance with Valley Water requirements. Cold
patch asphalt or rapid set concrete would be used at the surface to complete exploration
backfill in paved areas. Soil cuttings would be spread on the ground in unpaved areas along the
south side of Alma Street (i.e. drumming or offsite disposal will not be required). We assume
the soil and groundwater are non-hazardous and Level D personal protective equipment will be
adequate.
Prior to mobilizing equipment, we will mark the proposed locations of the borings and CPTs and
coordinate utility clearances with Underground Service Alert. We also will retain a private utility
locator to clear the boring and CPT locations on the sites. Exploration locations will be tape
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measured in the field from existing features.
Access for site exploration is limited by the existing tracks, overhead lines, and fencing, as well
as the likely presence of numerous underground utilities often found along rail lines. For this
reason, site exploration for the three crossings will most likely need to be performed in City
streets with approved lane closure (including City or County encroachment permit to be
provided at no cost to CONSULTANT) and traffic control; night work is anticipated to minimize
impacts to the public.
Laboratory tests will be made to evaluate the engineering properties of the materials
encountered. These tests are likely to include moisture content, total and dry unit weight,
Plasticity Index, grain size distribution and soil corrosivity. Consolidation and triaxial strength
testing might also be performed if weak or compressible fine-grained soils are encountered in
the borings.
6.2.3 Construction Methodology Evaluation
Based on field exploration and laboratory test program results, CONSULTANT will evaluate the
feasibility of the proposed trenching (overhead), underpass, and jacked box alternatives as they
relate to the subsurface soil and groundwater conditions anticipated at each site.
6.2.4 Technical Memorandum – Draft and Final
CONSULTANT will prepare a draft memorandum summarizing the findings of the data review
and site- specific field and laboratory testing programs; it will include CPT records and boring
logs in gINT format. The memorandum will provide recommendations for further geotechnical
exploration needed for detailed design and will include discussion of feasible foundation and
retaining wall types, the need for tiebacks anchors, control of groundwater and construction
considerations associated with the proposed alternatives as they relate to the anticipated
geotechnical conditions. The memorandum will be finalized following receipt of comments
from the CITY.
6.2.5 Presentation to Rail Committee #3 and City Council Meeting
CONSULTANT will prepare presentation materials for a Rail Committee meeting to present the
results of the geotechnical study described above and the cost estimate Peer Review described
in Task 6.3.
Following this meeting, CONSULTANT will support the City staff at a City Council meeting to
discuss the Rail Committee’s recommendations and answer technical questions as-needed.
6.3 Cost Estimate Peer Review
CONSULTANT will conduct a Peer Review of the cost estimate and design assumptions for the
trench alternative. The Peer Review will be conducted by an independent consultant with
experience and expertise in trench design and construction. The Peer Review will be
summarized in a memorandum and will evaluate overall costs as well as unit costs.
6.4 Additional Technical Support
CONSULTANT will provide additional technical support to City staff for additional meetings with
the Rail Committee and the City Council and/or additional engineering services by advanced
request and written authorization from the City’s Project Manager. The CONSULTANT at the
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City’s request shall submit a detailed written proposal including a description of the scope of
services, schedule, level of effort and CONSULTANT’s maximum compensation for the services
based on rates set forth in the contract. The additional services shall be negotiated and agreed
to in writing by the City’s Project Manager prior to commencement of the services. Payment for
additional services is subject to all requirements and restrictions in this Agreement. Additional
Services could also include additional meetings and/or additional studies/renderings at City’s
request. A budgetary allowance has been included in the fee estimate for this task.
6.5 Caltrain Coordination on 4-Track Policy (Optional Task – Only if Authorized by City
Manager or Designee)
JPB has adopted the moderate-growth improvement program as outlined in the Business Plan
(https://caltrain2040.org/). However, JPB also indicated that the high-growth improvement
program should not be precluded. Palo Alto has been identified in the Business Plan as a
location for the high- growth improvements, including 4-tracks. To date, alternatives developed
for the Rail Program have only been evaluated for 2-tracks.
6.5.1 Gather Data from Caltrain
CONSULTANT along with City staff will meet with Caltrain to gather more information about what
the limits of the 4-track alignment would be and what the typical section would be along the limits
and at the stations.
6.5.2 Evaluate Alternatives
CONSULTANT to conduct a high-level analysis of the impacts of 4-tracks for each alternative still
under consideration (MC Hybrid, MC Trench, MC Underpass, CH Underpass, and CH Closure) by
overlaying Caltrain’s 4-track geometry over the proposed 2-track. The analysis will identify a list
of significant impacts for each alternative and determine if the alternatives are still feasible with
4-tracks or does not preclude 4-tracks in the future. This task assumes no animations or photo
simulations, or updates to existing exhibits.
6.5.3 Meet with Caltrain
CONSULTANT along with City staff will meet with Caltrain to review the evaluation of
alternatives and gather additional feedback on the feasibility and impacts of each. It is assumed
there will be two meetings.
6.5.4 Prepare Memorandum Report
CONSULTANT will prepare a draft and final memorandum report that documents the evaluation
of the 4-track alignment and feedback received from Caltrain. CONSULTANT will incorporate
one set of consolidated comments from the City and Caltrain on the draft technical
memorandum.
6.5.5 Presentation to Rail Committee and City Council
CONSULTANT will prepare presentation materials to present to Rail Committee and City
Council. Based on comments from Rail Committee and City Council, update exhibits and return
to Rail Committee to present revised exhibits.
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Task 6 Deliverables
a. Updated plans, exhibits and renderings for two underpass alternatives (Meadow
and Charleston) and one partial underpass alternative (Churchill) – Draft and Final
b. Geotechnical Memorandum – Draft and Final
c. Memorandum to summarize independent review of cost estimate and assumptions
– Draft and Final
d. Presentation materials for three Rail Committee meetings and one City Council
meeting
e. Memorandum report for 4-Track evaluation and presentation materials for one Rail
Committee meeting and one City Council meeting (OPTIONAL – Task 6.5)
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EXHIBIT “B-4”
SCHEDULE OF PERFORMANCE, AMENDMENT NO.4
(ADDED)
The timeline in this Exhibit “B-4” is intended to show the schedule of performance for the scope
of work in this Amendment No.4.
This Exhibit “B-4” shall amend, but not replace, Exhibit “B” as previously amended. References
to “Exhibit B” in the Contract shall mean Exhibit “B” (as previously amended) and this Exhibit
“B-4”, read together. To the extent the provisions of Exhibit “B-4” directly conflict with Exhibit
“B” as previously amended, the provisions of Exhibit “B-4” will control.
(See following page)
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Exhibit B-4 (continued) – Schedule of Performance for Amendment # 4 Scope of Work
EXHIBIT “B”: SCHEDULE OF PERFORMANCE Connecting Palo Alto Railroad Grade Separation
Program - Project Schedule (Amendment #4)
ID Task
Mode
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
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34
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37
38
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42
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46
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48
49
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Task Name
NTP from City
Task 4. Community Engagement
4.1 Supplemental Outreach
4.1.1 Supplemental Meetings
1st Meeting w/ Stanford
1st Meeting w/ PAUSD
1st Meeting w/ PABAC
2nd Meeting w/ Stanford
2nd Meeting w/ PAUSD
2nd Meeting w/ PABAC
4.2 Presentation to Rail Committee #1
Task 6. Identify Recommended Alternatives
6.1 Refine Meadow, Charleston and Churchill Underpass Alternatives
6.1.1 Refine Underpass Alternatives
Initial Revisions (Exhibits and Renderings)
Final Revisions (Exhibits and Renderings)
Finalize Cost Estimate, Fact Sheets, Evaluation Matrix and Website Materials
6.1.2 Presentation to Rail Committee #2 (Present Refinements of the Alternatives)
6.2 Preliminary Geotechnical Study
6.2.1 Data Collection and Review
6.2.2 Field and Laboratory Studies
6.2.3 Construction Methodology Evaluation
6.2.4 Geotechnical Memorandum
Draft Memo
City and Rail Committee Review
Final Geotechnical Memo
6.2.5 Presentation to Rail Committee #3 and City Council Meeting
Presentation to Rail Committee #3 (Present Geotechnical Findings and Cost Estimate Peer Review)
City Council Meeting (Discuss Rail Committee's Recommendations)
6.3 Cost Estimate Peer Review (Trench Alternative)
Draft Memo
City and AECOM Review
Final Cost Estimate Memo
6.4 Additional Technical Support
To Be Determined by City Project Manager
6.5 Caltrain Coordination on 4-Track Policy (Optional)
6.5.1 Gather Data from Caltrain
6.5.2 Evaluate Alternatives
6.5.3 Meet with Caltrain
6.5.4 Four Track Memorandum
Draft Memo
City & Caltrain Review
Final 4-Track Evaluation Memo
6.5.5 Presentation to Rail Committee and City Council
Rail Committee Meeting
Update Exhibits
City Council Meeting
Project Report
Draft Project Report
City Review
Draft Final Project Report
Final City Review
Final Project Report
Duration
0 days
90 days
90 days
90 days
0 days
0 days
0 days
0 days
0 days
0 days
0 days
300 days
190 days
190 days
10 wks
10 wks
12 wks
0 days
200 days
4 wks
16 wks
4 wks
90 days
8 wks
4 wks
6 wks
50 days
0 days
0 days
120 days
12 wks
6 wks
6 wks
300 days
60 wks
230 days
8 wks
8 wks
0 days
70 days
6 wks
4 wks
4 wks
50 days
0 days
8 wks
0 days
145 days
16 wks
3 wks
6 wks
2 wks
2 wks
Start
Mon 1/24/22
Fri 2/18/22
Fri 2/18/22
Fri 2/18/22
Fri 2/18/22
Fri 2/25/22
Fri 3/4/22
Fri 6/10/22
Fri 6/17/22
Fri 6/24/22
Fri 3/25/22
Mon 1/24/22
Mon 3/28/22
Mon 3/28/22
Mon 3/28/22
Mon 7/18/22
Mon 9/26/22
Fri 7/15/22
Mon 1/24/22
Mon 1/24/22
Mon 2/21/22
Mon 6/13/22
Mon 6/13/22
Mon 6/13/22
Mon 8/8/22
Mon 9/5/22
Fri 8/19/22
Fri 8/19/22
Fri 10/28/22
Mon 4/18/22
Mon 4/18/22
Mon 7/11/22
Mon 8/22/22
Mon 1/24/22
Mon 1/24/22
Mon 1/24/22
Mon 1/24/22
Mon 3/21/22
Fri 5/27/22
Mon 5/30/22
Mon 5/30/22
Mon 7/11/22
Mon 8/8/22
Fri 9/30/22
Fri 9/30/22
Mon 10/3/22
Fri 12/9/22
Mon 9/26/22
Mon 9/26/22
Mon 1/16/23
Mon 2/6/23
Mon 3/20/23
Mon 4/3/23
Finish
Mon 1/24/22
Fri 6/24/22
Fri 6/24/22
Fri 6/24/22
Fri 2/18/22
Fri 2/25/22
Fri 3/4/22
Fri 6/10/22
Fri 6/17/22
Fri 6/24/22
Fri 3/25/22
Fri 3/17/23
Fri 12/16/22
Fri 12/16/22
Fri 6/3/22
Fri 9/23/22
Fri 12/16/22
Fri 7/15/22
Fri 10/28/22
Fri 2/18/22
Fri 6/10/22
Fri 7/8/22
Fri 10/14/22
Fri 8/5/22
Fri 9/2/22
Fri 10/14/22
Fri 10/28/22
Fri 8/19/22
Fri 10/28/22
Fri 9/30/22
Fri 7/8/22
Fri 8/19/22
Fri 9/30/22
Fri 3/17/23
Fri 3/17/23
Fri 12/9/22
Fri 3/18/22
Fri 5/13/22
Fri 5/27/22
Fri 9/2/22
Fri 7/8/22
Fri 8/5/22
Fri 9/2/22
Fri 12/9/22
Fri 9/30/22
Fri 11/25/22
Fri 12/9/22
Fri 4/14/23
Fri 1/13/23
Fri 2/3/23
Fri 3/17/23
Fri 3/31/23
Fri 4/14/23
Nov Dec 2022 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 1/24
2/18
2/25
3/4
6/10
6/17
6/24
3/25
7/15
8/19
10/28
5/27
9/30
12/9
2023 Jan Feb Mar Apr May
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City of Palo Alto Contract No. C18171057
Form Vers.: Aug. 5, 2019 Amendment No. 4
Page 2 of 15
EXHIBIT “C” COMPENSATION
AMENDMENT NO.4
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for professional services performed in accordance with the
terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation
shall be calculated based on the hourly rate schedule attached as Exhibit “C-1” up to the not to exceed
budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. CITY’s
Project Manager may approve in writing the transfer of budget amounts between any of the tasks
or categories listed below provided the total compensation for Basic Services, including reimbursable
expenses, and the total compensation for Additional Services do not exceed the amounts set forth
in Section 4 of this Agreement.
TASK ORIGINAL
CONTRACT
NOT TO
EXCEED
AMOUNT
NOT TO EXCEED
AMOUNT
ADDED OR
(SUBTRACTED)
BY
AMENDMENT
NO 1
NOT TO
EXCEED
AMOUNT
ADDED BY
AMENDMENT
NO 2
NOT TO
EXCEED
AMOUNT
ADDED BY
AMENDME
NT NO 3
NOT TO
EXCEED
AMOUNT
ADDED BY
AMENDMENT
NO. 4
Task 1 Project Management $225,184.00 $136,825 $48,827 $0 $57,982
Task 2 Data Collection & Review $121,117.20 $12,360 $0 $0 $0
Task 3 Convene Technical Advisory $51,873.60 ($39,806) $0 $0 $0
Committee Meetings
Task 4 Community Engagement $285,885.60 $470,050 $79,626 $0 $33,939
Task 5 Identify Alternative Analysis $177,420.00 $0 $0 $0 $0
Task 6 Identify Recommended
$312,523.20 $387,406 $178,419 $0 $526,122
Task 7 Assist with CAHSR
$32,424.00 $0 $0 $0 $0
Analysis Phase
Task 8 Financing Plan $28,032.00 $59,290 $0 $0 $0
Reimbursables and Other
$44,200.00 $0 $3,000 $0 $0
Additional Services 0 $180,000 $0 $80,000 $104,126
TOTAL
$1,278,660.0 $1,206,126 $309,872 $80,000 $722,120
MAXIMUM
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City of Palo Alto
Form Vers.: Aug. 5, 2019
Page 3 of 15
TOTAL BASIC SERVICES (AMENDMENT NO. 4) $ 618,044.00
TOTAL BASIC SERVICES (AMENDMENT NO. 2) $ 306,872.00
TOTAL BASIC SERVICES (AMENDMENT NO. 1) $1,026,126.00
TOTAL BASIC SERVICES (ORIGINAL CONTRACT)
$1,234,460.00
Reimbursable Expenses $47,200.00
Additional Services (AMENDMENT 1)
Additional Services (AMENDMENT NO. 3)
$180,000.00
$80,000.00
Additional Services (AMENDMENT NO. 4)
$104,126.00
Maximum Total Compensation
$3,596,828.00
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals,
will be reimbursed at actual cost subject to the City of Palo Alto’s policy for
reimbursement of travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges,
facsimile transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $2,500.00 shall be approved in
advance by the CITY’s project manager.
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City of Palo Alto
Form Vers.: Aug. 5, 2019
Page 4 of 15
EXHIBIT “C-1.4”
HOURLY RATE SCHEDULE
AMENDMENT NO. 4,
(ADDED)
The hourly rates in this Exhibit “C-1.4” are intended to show the rates for services rendered in
2022.
This Exhibit “C-1.4” shall amend, but not replace, Exhibit “C-1” as previously amended.
References to “Exhibit C-1” in the Contract shall mean Exhibit “C-1” (as previously amended)
and this Exhibit “C-1.4”, read together. To the extent the provisions of Exhibit “C-1.4” directly
conflict with Exhibit “C-1” as previously amended, the provisions of Exhibit “C-1.4” will control.
(see rates on following page)
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City of Palo Alto
Form Vers.: Aug. 5, 2019
Page 5 of 15
AECOM/URS 2022 RATE SCHEDULE
The services under this Agreement rendered in 2022 will be compensated in accordance
with the following consultant rate schedule and adjusted annually
Name/Position/Title Fully-Burdened Hourly
Rates**
Principal Professional/Project Director $296 - $429
Senior Project Manager $236 - $374
Project Manager $213 - $305
Lead Project Professional/Engineer $223 - $412
Senior Project Professional/Engineer $170 - $247
Sr. Designer/Lab, Field, or CADD Supervisor $149 - $196
Sr. Technician* $131 - $196
Sr. CADD Technician/Sr. Illustrator/Designer* $131 - $191
Project Professional/Engineer $131 - $224
Project Administrator/Controller $121 - $191
Staff Professional/Engineer $109 - $138
Junior Professional/Engineer $65 - $112
Word Processor/Project Assistant/Editor* $73 - $153
Technician* $65 - $165
CADD Technician/Illustrator* $73 - $135
Clerk/Administrator/Intern* $38 - $122
* Overtime premium charged at cost where required by law for non-exempt employees
** Bill rates are computed as actual pay rate at time of service plus current FAR
multiplier plus 10% fee (raw labor + 130.70% for FY 2020 plus 10% fee = 253.77%)
** Salaries are adjusted each October 1, but individual merit or promotional increases
may occur at any time.
Reimbursable Items to be Billed
Subcontracted Services Cost plus 5%
In-house printing (per page) Color $1.00, B/W $.10, no
markup
Vehicles $90/day, $45/½ day, no markup
Personal vehicles (mileage) Current IRS rate, no markup
Other miscellaneous Expenses At cost
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City of Palo Alto (ID # 13712)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Title: Approval of Meter Data Management System (MDMS) Contract
C22184319 With N. Harris Corporation (SmartWorks) in the Amount Not to
Exceed $1,804,055 Over a Five -Year Term
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommends that Council approve and authorize the City Manager or their designee to
execute Contract C22184319 (Attachment A) with N. Harris Computer Corporation
(SmartWorks), for meter data management system (MDMS) subscription licensing and
professional services, in an amount not to exceed $1,804,055 over a five-year term.
Executive Summary
On October 18, 2021, Council approved the advanced metering infrastructure (AMI) contract
with Sensus for the citywide AMI system and installation services (Staff Report #13665). AMI is
a foundational technology that is becoming a standard in the utilities industry to implement
smart grid systems designed to improve customer experience, strengthen system reliability,
enable City of Palo Alto Utilities (CPAU) to operate more effectively, and enable the community
to meet its environmental sustainability and resiliency goals.
The MDMS will act as the system of record for all m eter readings and customer consumption,
integrating with various other system and providing essential information to utility billing,
customer service, engineering, and operations. It will offer dashboards, visualizations, and
analytics to view individual meters or aggregated meters. The MDMS also provides analysis
tools for water leak detection, outage map, and transformer health.
Background
In November 2018, the City Council approved the Utilities Smart Grid Assessment and
Technology Implementation Plan (Staff Report #9780). The assessment recommended the
implementation of AMI and MDMS smart grid systems for the benefit of electric, natural gas
and water utility customers. The smart grid systems will empower customers to more efficiently
utilize utility supplies, facilitate customer adoption of distributed energy resources (DER) such
as solar photovoltaics, energy storage, and electric vehicles, and enable the timely detection of
water leaks. AMI and MDMS will also enable CPAU to optimize operations and improve
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reliability by reducing restoration time for outages. AMI and MDMS will be critical systems to
meet the community’s greenhouse gas reductions goals by enabling time-of-use (TOU)
electricity rates and to encourage the use of electrical appliances and charging EVs during
periods of the day when electricity cost is low.
The UAC and Council acceptance in 2018 of staff’s recommendation to invest $16 to $19 million
in AMI technology was based on a financial and economic analysis undertaken by expert
consultants and the experience gained by CPAU after implementing the Customer Connect AMI
pilot in 2013-18. The estimated capital cost related to the AMI system installation was
approximately $16 to $19 million with an investment life of 18 years. The evaluation also
analyzed the operational impact and found that the investment will require a few staffing
changes to implement and maintain the AMI infrastructure to maximize the value of the
investment. The annual operating cost of the AMI system is estimated to be $1.9 million, which
would be offset by $3.3 million in benefits estimated to accrue from electricity and water use
conservation, and current staffing related savings. The result is projected to be a net monetary
benefit of $1.4 million per year on an ongoing basis.
Discussion
Following Council’s acceptance of staff’s recommendation to invest in AMI technology in
November 2018, staff retained consultants to assist with soliciting AMI system vendor
proposals. On March 31, 2020, a Request for Proposal (RFP) Number 177782 for ‘Equipment,
Software, and Services for an Advanced Metering Infrastructure Project’ was issued. Staff
received 8 proposals for a hosted MDMS. The proposals ranged in implementation costs
($165,000 - $1,029,000), subscription fees ($39,000 - $313,000), maturity of the technology (0 –
15 years), business requirements (112), integration with third party systems (CIS, GIS, Sensus,
SEW), and utilities (electric, gas, water).
The proposals were evaluated based on the following criteria.
1. Quality and completeness of Proposal
2. Quality, performance, and effectiveness of the solution
3. Proposer’s experience
4. Cost to the City
5. Proposer’s financial condition and stability
6. Proposer’s ability to perform the requirements within the time specified
7. Proposer’s prior record of performance with City or other agencies
8. Proposer’s ability to provide future maintenance, repairs, parts and/or services
9. Proposer’s compliance with applicable laws, regulations, policies
10. Whether or not the Proposal is Turnkey; existence of synergies with existing City systems
SmartWorks (a division of N. Harris Computer Corporation) scored the highest overall points for
the MDMS evaluation. They are the industry’s leading MDM provider for medium size and
municipal utilities like CPAU. SmartWorks has deployed SmartWorks Compass and MeterSense
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MDM at more than 300 utilities throughout North America.
As part of the AMI RFP, there were five components (AMI network, water metering, gas
metering, installation services, and meter data management system). Proposers were
permitted to submit a single or joint proposal for one or more project components. Multiple
AMI vendors also proposed SmartWorks as the MDMS in their joint proposals.
In addition to the MDMS platform and KPI dashboard, SmartWorks will provide the following
analytical modules.
Leak Detection and Notification
SmartWorks Compass provides an analytical software solution to water leaks, identifying leaks
both from meter notifications and using intelligent data analysis. A prioritized list of customers
to be contacted is then produced. The magnitude of the leaks is quantified to help prioritize
customer contact and even help identify root cause (i.e., broken toilet, burst pipe, etc.).
Outage Performance
The outage performance module will improve outage response time by enabling CPAU to 1)
view outage and restoration notifications on a map; 2) classify and interrogate outage events;
3) process outage notifications; and 4) initiate actions for outage response.
Transformer Load Analysis
The transformer analysis module continually analyses loads on distribution transformers and
identifies those at risk of failure, resulting in improved system reliability and better asset
utilization. “What-if” scenario planning determines the optimum replacement size for
overloaded transformers and helps determine if existing transformers have sufficient capacity
for future construction and developments.
Rate and Revenue Analysis
The rate and revenue analysis module enables CPAU to evaluate the financial impact of various
operational scenarios both on utilities and consumers by 1) configuring TOU rates with blocks
and tiers; 2) calculating “what-if” bills and assess cost delta for an account; 3) quantifying the
effect of rate changes on customers and impact on utility revenue; 4) identifying customers
most impacted by specific rate changes.
The system would include the following application and security features:
• Validate, edit and estimate (VEE) metering information received from the AMI
network and store information as the system of meter reading records.
• Process and provide required information to produce customer bills in the SAP CIS
system; feed hourly/daily consumption information to the SEW customer portal
(MyCPAU) for viewing by the customer.
• Provide information for various system analytics tasks such as outage notification,
transformer loading analysis, voltage analysis, conservation voltage program, etc.
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• The software and hosting services are provided on servers operated by IBM. The
hosted software meets industry security standards:
o AES-256 encryption, FIPS (140-2), FISMA and California SB1386 compliant.
o In the process of obtaining SOC2 certification by early 2022.
o No Personally Identifiable Information (PII) will be stored in the system.
The MDMS will act as the system of record for all meter readings and customer consumption . It
will offer dashboards, visualizations, and analytics to view individual meters or aggregated
meters.
Timeline
Under phase 1 (2023 – 2025), the City will receive water leak detection and outage maps. The
transformer module for identification and resolution of overloaded and underloaded
transformers within the system will also be implemented. Additional features such as rate and
revenue analysis and conservation voltage reduction program are expected to be implemented
in phase 2 of the AMI project in the 2026 period.
Resource Impact
Funding for year one of the Harris SmartWorks MDMS contract is available in the FY 2022
Adopted Capital Budget via Electric capital improvement project (CIP) EL-11014 (Smart Grid
Technology Installation). The first year of the contract is for $790,731 consisting of one -time
implementation costs of $457,400, first year software subscription fees of $253,331 and not-to-
exceed travel expenses of $80,000 for professional services as needed. The annual recurring
subscription fee of $253,331 for software licensing and SaaS support will be charged to the
Electric, Gas and Water operating budgets in FY 2023 - 2026. Funding for FY 2023 and beyond is
subject to City Council approval of the annual appropriation of funds through the annual budget
process.
This contract is not on the City’s professional services template, but incorporates the City’s right
to terminate without cause/for convenience by providing written notice to the contractor . In
the event the City finds itself facing a challenging budget situation, and it is determined that
City resources need to be refocused elsewhere, the City can terminate for convenience. Other
options include termination due to non-appropriation of funds or amending the contract to
reduce the cost, for example, by reducing the scope of work. The contract may also be
temporarily suspended by written notice of the City Manager. However, depending on the
cause for termination or suspension, the City may incur an early termination penalty equivalent
to one year’s annual software subscription fees ($253,331).
Stakeholder Engagement
The need for an AMI system has been discussed with the UAC and Council since 2013, including
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the implementation of a pilot AMI system in the 2013-2018.
As part of the 2018 Utilities Strategic Plan development, staff actively engaged with internal
and external stakeholders to identify priorities to be carried out by staff over the next three to
five years. AMI was a recurring theme and identified as a strategic initiative under the
“Technology” priority to increase system reliability, enhance customer experience, improve
response time, and meet the community’s sustainability goals.
Staff has begun a concerted effort to communicate the many facets of this project, including:
customer and organization benefits and costs, project timeline and what can customers and
employees expect during different stages of the project, how will this project impact individual
staff members, staffing, and training needs. Utilities is coordinating this project with multiple
departments (Administrative Services, IT, Attorney’s Office, Planning) and discussing impacts to
their organizations. Appropriate channels will be used to effectively communicate and engage
with stakeholders. The AMI project related information can be found at
www.cityofpaloalto.org/AMI. As the project progresses and mass meter deployment begins in
mid-2023, additional meter installation related communications will also be undertaken with
the community.
Environmental Review
Approval of the MDMS agreement proposed in this staff report does not meet the definition of
a project under the California Environmental Quality Act (CEQA), pursuant to the California
Public Resources Code Section 21065, because it is not an activity that will cause a direct
physical change in the environment.
The City’s prior approval of the AMI project, of which MDMS is a part, is categorically exempt
under California Environmental Quality Act (CEQA) Guidelines section 15301(b) as a Project
involving minor alteration of existing public utilities facilities and equipment, with negligible or
no expansion of existing or former use; therefore, CEQA review is not required.
Attachments:
• Attachment6.a: Attachment A: N. Harris Corporation (SmartWorks), Contract
C22177782A
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Subscription Services Agreement – C22177782A
This Subscription Services Agreement (the “Agreement”), is entered into on February 14, 2022 (the “Effective
Date”) by and between City of Palo Alto ("Customer" or “City”) N. Harris Computer Corporation of 1 Antares
Drive, Suite 400, Ottawa, Ontario K2E 8C4 ("SmartWorks" or “CONSULTANT”).
NOW THEREFORE, in consideration of the mutual covenants and obligations contained here and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions
(a) The following terms shall have the meaning set out below; all other capitalized terms not otherwise defined in
this Section shall have the meaning set forth in the Agreement:
(i) “Annual Subscription Fees” means the annual subscription fees set out in Schedule “A” to this
Agreement.
(ii) “Change Order” means any written documentation between the Customer and SmartWorks
evidencing their agreement to change particular aspects of this Agreement.
(iii) “Completion of Services” means the Professional Services are complete and shall be deemed to
have occurred on the date which the Customer commences using the Services in a production
environment.
(iv) “Confidential Information” means, with respect to a party hereto, all information or material which:
is (A) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (B)
known by the parties to be considered confidential, proprietary, or is confidential under federal or
state law or (C) which should be known or understood to be confidential or proprietary by an individual
exercising reasonable commercial judgment in the circumstances. Confidential Information of
SmartWorks shall include, without limitation, the Software, the Documentation, and any information
with respect to the Services that SmartWorks may provide to Customer from time to time, including
without limitation, all information disclosed by SmartWorks or its service providers relating to the
security of its facilities, computer systems and products. Confidential Information does not include
information to the extent that a party can show by appropriate documentation that such information:
(i) is or becomes generally known to the public by any means other than a breach of the obligations
of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its
written records; (iii) is rightly received by the receiving party from a third party who is not under an
obligation of confidentiality; or (iv) is independently developed by the receiving party without
reference to or use of the other party's Confidential Information and which such independent
development can be established using evidence that would be acceptable to a court of competent
jurisdiction.
(v) “Data Conversion Fees” shall have the meaning set forth in Section 10 of this Agreement.
(vi) “Data” or “City Data” means all data, documents, content, software, text, information, audio, video
and images that are provided by or on behalf of Customer to SmartWorks or its third party service
provider and all other content transmitted, posted, received or created through Customer’s use of the
Services or the Software, including Personal Information.
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(vii) “Documentation” means user guides, operating manuals, education materials, product descriptions
and specifications, technical manuals, and supporting materials.
(viii) “Fees” means the Annual Subscription Fees, Professional Services Fees, Conversion Costs and
other Fees as may be further described and listed in Schedule “A” of this Agreement.
(ix) “Maximum Channels” means the maximum number of channels or existing systems and
connected devices such as Supervisory Control and Data Acquisition (SCADA) and sensors in the
emerging Internet of Things (IoT) that collect data regarding electricity being consumed by a
customer of Customer or collect data regarding electricity provided by a customer to Customer, with
which Customer is authorized to use the Software as specified in Schedule “A”.
(x) “Maximum Meters” means the maximum number of meters with which Customer is authorized to
use the Software as specified in Schedule “A”.
(xi) “Personal Information” means personal information about a California resident as defined in the
California Civil Code Section 1798 et seq., as amended from time to time.
(xii) “Professional Service(s)” means those implementation, training, consulting and professional
service(s) provided by the SmartWorks Professional Services team as further described in a SOW.
(xiii) “Professional Services Fees” means the Professional Service(s) fees set out in Schedule “A” and
the SOW.
(xiv) “Services” and “Software Services” each means the web-based hosting service(s) and software
solution to be provided by or on behalf of SmartWorks under this Agreement that includes hosting,
monitoring, operating and maintaining the Software as a service at a site owned or controlled by
SmartWorks and the delivery of exclusive access via the Internet to Customer to use the Software,
as a service, granted to Customer pursuant to Section 2 hereof. The Services shall also include
storing all data entered and maintained by Users through use of the Services.
(xv) “Software” means the software product(s) that are owned by SmartWorks, delivered as a
subscription based hosted solution and listed in Schedule “A”.
(xvi) “SOW” or “Statement of Work” means a written statement of work that sets out a description of
the Professional Services to be provided by SmartWorks to Customer that is signed by an authorized
representative of each of the parties and attached to this Agreement as Schedule “C”.
(xvii) “Support Services” means those support services to be provided by the SmartWorks Support team
as further described in Schedule “D” to this Agreement.
(xviii) “Third Party Components” means any third party telecommunications, energy/utility transportation,
managed facilities and/or software applications and services that SmartWorks or its service providers
has licensed or purchased and provided access to or otherwise made available to Customer as part
of the Services.
(xix) “User” means an employee or legal agent of Customer that has been authorized by the Customer
to access and use the Services.
b) Schedules
The Schedules described below and attached to this Agreement shall be deemed to be integral parts of this
Agreement.
Schedule “A” - Description of Services; Fees & Payment Terms
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Schedule “B” - Services Availability
Schedule “C” - Statement of Work
Schedule “D” - Support Services
Schedule “E” - Security
Schedule “F” – Third Party Software
Schedule “G” – Insurance Requirements
Schedule “H” – Cybersecurity Terms and Conditions
In the event of any conflict or inconsistency between the terms and conditions in the main body of this Agreement
and the terms and conditions in any Schedule, the terms and conditions of the main body of this Agreement shall
control unless otherwise expressly stated in the provision giving rise to the conflict or inconsistency.
2. Authorization
Subject to the terms and conditions of this Agreement, including without limitation, payment by Customer of the
Professional Services Fees required for set-up and the Annual Subscription Fees, SmartWorks hereby grants to
Customer a personal, non-exclusive, non-transferable limited right during the Term (a) to allow Users to access
and use the Services for up to the Maximum Channels and Maximum Meters on an annual subscription basis and
in accordance with the Documentation solely for Customer’s internal business purposes and (b) to use, copy and
modify the Documentation solely for the purpose of creating and using internal training materials relating to the
Services.
3. Fees, Not to Exceed Compensation
The Fees to be paid to SmartWorks in consideration of the performance of the Services and the Professional
Services shall be based on the compensation structure detailed in Schedule A, entitled “Description of Services;
Fees & Payment Terms,” including any reimbursable expenses specified therein, and the maximum total
compensation for the Initial Term (as defined in Section 5 below) shall not exceed $1,804,055 (the “Initial Term
Maximum”). Any work performed or expenses incurred for which payment would result in a total exceeding the
Initial Term Maximum shall be at no cost to the CITY.
Customer shall pay “Undisputed Fees” by the due date set forth in an invoice. “Undisputed Fees” means the
fees set forth in any invoice for which Customer has not, within thirty (30) days of receipt of the applicable
invoice, delivered written notice to SmartWorks detailing its dispute regarding the Fees.
The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or
categories listed in Schedule A, Fees and Payment Terms, provided the total compensation for the performance
of the Services during the Initial Term, including any reimbursable expenses authorized by City, does not exceed
the Initial Term Maximum.
The Annual Subscription Fees, Professional Services Fees and any other fees set out in this Agreement are
exclusive of taxes. Customer agrees to pay all foreign, federal, state, provincial, county or local income taxes,
value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be
levied by a taxing authority (excluding taxes on SmartWorks’ net income). If Customer is exempted from payment
of the foregoing taxes by applicable laws, it shall deliver written proof of tax exemption status to SmartWorks on
the Effective Date.
If any Fees are not paid when due, then at SmartWorks’ discretion, SmartWorks may suspend the Services,
including all Customer access to the Services, pursuant to Section 15(b).
4. Travel and Lodging Expenses
Travel and lodging expenses will be billed in conjunction with any Professional Services work performed at
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Customer's offices by any SmartWorks personnel. SmartWorks will be reimbursed for travel time at a rate of $50
per hour per SmartWorks representative. Travel from outside the San Francisco Bay area, including
transportation and meals, will be reimbursed at actual cost for each SmartWorks employee providing
Professional Services subject to the following:
(a) Lodging Expense If the SmartWorks employee must spend the evening, the employee shall select
single occupancy, standard, non-deluxe accommodations and should stay at hotels offering economical
lodging rates. The City shall not reimburse any cost related to the extension of a hotel stay beyond the
time necessary to complete the work-related event. Within California or adjoining states an extra night’s
hotel stay should not be necessary if flight arrangements can be made the same day. The use of hotels
is restricted to cities located beyond 50 miles (one way) from the City of Palo Alto or the traveler’s
residence (whichever is shortest).
(b) Transportation
i. Air Transportation. If the SmartWorks employee must travel by air to reach Customer's offices,
the traveler shall fly economy coach class on the lowest cost flight available for the most direct route to
the final destination, which could reasonably include scheduled layovers. Travelers are encouraged to
make air reservations as early as feasible to obtain the greatest discount and to consider the use of
alternate but nearby airports to take advantage of the lowest fares. Extension of the trip to cover a
weekend stay to obtain a lower airfare does not entitle the traveler to be reimbursed for the extra day's
hotel costs or meal expenses. Travelers may use City travel to qualify for frequent flyer credits, but the
selection of an airline for a given trip shall not be made for the purpose of accumulating such credits.
Travelers that choose to use their personal frequent flyer miles for City business shall not be reimbursed
for the value of the tickets. If the airline charges for all checked baggage, the City will cover the cost for
one checked bag only. Excess baggage charges are not reimbursable.
ii. Rental Cars. Rental cars shall only be approved, if other ground transportation, such as shuttles
or taxis, is more expensive during the stay at the destination. Only economy or compact car models may
be rented, unless the upgrade is provided by the rental agency at no cost. Rental car options such as
GPS devices are not reimbursable. Travelers must also decline any Fuel Purchase Options (which allow
for prepayment of a gas tank refill) and shall refuel prior to returning the rental car, if additional charges
apply for refueling. Use of a rental car will be reimbursed either at the current IRS mileage rate or the car
rental cost apportioned for the number of days used for City business, whichever is less.
iii. Private Automobiles. Travelers may use private automobiles for personal or group transportation
on extended trips. Reimbursement shall be made at the current IRS mileage rate. Mileage reimbursement
shall not exceed the cost of refundable round trip air transportation (economy class) for a reservation
made at least seven days in advance of the trip.
(c) Incidental Expenses. Incidental expenses related to City business shall be reimbursed at cost as
supported by submitted receipts. Incidental expenses may include parking charges, hotel Internet
connection services, and other necessary business-related charges. Travelers should use the lowest cost
alternative for parking within a reasonable area from the destination. Where a hotel stay is authorized,
Internet connection services purchased to conduct City business are reimbursable. Travelers will be
reimbursed for hotel telephone calls to City of Palo Alto offices. The hotel bill should indicate any calls
that are of a business nature. Other charges on a hotel bill, such as pay-TV movies, cleaning, laundry,
room service charges (additional over cost of meal) or charges for additional guests are not reimbursable.
(d) Meals. Travelers may be reimbursed for meal expenses. Itemized receipts for meals must be
maintained. The maximum reimbursement amount for meals shall be: $15.00 for breakfast, $16.00 for
lunch, and $28.00 for dinner. Under no circumstances will expenses for alcoholic beverages be
reimbursed by the City. Meal reimbursements for meetings or trainings not requiring overnight
accommodations, and conducted between the hours of 8 a.m. and 5 p.m., will be limited to lunch. When
meals are provided as part of the cost of an event, travelers will not be reimbursed for the actual expenses
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of these meals. Local travel meal expenses that do not meet the IRS definition of “business related” will
not be reimbursed.
SmartWorks will use its reasonable efforts to minimize all travel and lodging expenses. Only actual travel and
lodging expenses will be billed to the Customer.
5. Term
Unless terminated earlier in accordance with the terms hereof, this Agreement shall commence on the Effective
Date and shall continue for a period from the date of execution through the end of the fifth (5th) year from the date
that the Software Services listed in Schedule “A” are installed and configured in SmartWorks’ hosted environment
as indicated by the issuance of an invoice for the Fees by SmartWorks or its authorized reseller to Customer (the
"Initial Term"). After the Initial Term, the parties may extend this Agreement for an additional five (5) year period
on Customer providing SmartWorks with written notice of its intention to renew this Agreement at least 120 days
prior to the end of the Initial Term (the "First Renewal Term") and the parties shall in good faith negotiate the terms
and conditions that will apply to the First Renewal Term. After the First Renewal Term, the parties may extend this
Agreement for an additional Renewal Term (the “Second Renewal Term”) on Customer providing SmartWorks
with written notice of its intention to further renew this Agreement at least 120 days prior to the end of the First
Renewal Term and the parties shall in good faith negotiate the terms and conditions that will apply to the Second
Renewal Term. The Initial Term, First Renewal Term and Second Renewal Term shall collectively be referred to
as the “Term”. During the First Renewal Term, the Fees shall increase by a maximum of 3% on each anniversary
of the Effective Date and for each Term after the Initial Renewal Term, the Fees shall be SmartWorks’ then current
Fees in effect and SmartWorks shall provide notice of such Fees within one hundred and eighty (180) days prior to
the end of the then current Term.
6. Restrictions on Use
(a) Except as expressly provided herein, Customer may not give away, rent, lease or otherwise sell, re-sell,
sublicense, distribute or transfer the license rights granted under this Agreement or otherwise use the Services
except as expressly permitted by this Agreement without the prior written consent of SmartWorks.
(b) Customer agrees that it will not reverse engineer, decompile, translate or otherwise attempt to derive, or permit
or help others to derive the source code relating to all or any part of the Software or Services, or attempt to
otherwise convert or alter the Software or Services into human readable code, except to the extent applicable
law expressly prohibits the foregoing restriction.
(c) Customer may duplicate Documentation, at no additional charge, for Customer's internal use so long as all
required proprietary markings are retained on all duplicated copies.
(d) No third party, other than duly authorized legal agents or employees of Customer authorized pursuant to
Section 2 hereunder, shall have access to or use of the Services.
(e) Customer shall not copy, frame or mirror any part or content of the Services, other than copying or framing on
Customer’s own intranets or otherwise for Customer’s own internal business purposes.
(f) Customer shall not access or use the system (including, without limitation, the network infrastructure and cloud
services) used to provide the Services separately from the Services and shall not use third-party tools to
access the system used to provide the Services.
(g) Customer shall not access the Services in order to (i) build a competitive product or service; (ii) copy any ideas,
features, functionality or graphics of the Software; or (iii) knowingly allow access to any competitor of
SmartWorks.
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(h) The Customer shall not transmit, upload, post, distribute, store or otherwise publish, through use of the
Services, any data, material or Information that: (i) contains a software virus, Trojan horse, worm or other
harmful or deleterious computer code, files or programs that may adversely affect any hardware or software,
or that intercepts or misappropriates any data or information; (ii) is threatening, defamatory, libelous, harassing,
profane, is an invasion of privacy, offensive, obscene or harmful; (iii) infringes or otherwise violates any patent,
copyright, trademark, trade secret or other intellectual property or proprietary right of any third party; (iv)
violates any law, statute, ordinance or regulation; (v) includes unsolicited bulk e-mails, advertisements or
solicitations.
(i) Customer shall not knowingly transmit any data to the system used by SmartWorks or its third party service
provider to provide the Services that contains software viruses or other harmful or deleterious computer code,
files or programs.
(j) Customer shall not interfere with or disrupt services or networks connected to the system used to provide the
Services and shall not attempt to gain unauthorized access to the Services or such services or networks
connected to the system used to provide the Services.
(k) Customer shall not use the Services for unlawful, obscene, offensive or fraudulent Data or activity, such as
advocating or causing harm, evading filters, sending abusive or deceptive messages.
(l) Customer shall not provide the results of using the Services for the purposes of monitoring its availability,
performance, functionality, benchmarking or competitive analysis to any third party.
(m) In addition to its termination rights under Section 15, SmartWorks may restrict or limit Customer’s access to
the Services if SmartWorks reasonably determines that Customer has engaged in or is likely to engage in
(whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in
SmartWorks’ reasonable opinion poses any risk of any kind or nature to SmartWorks or its service providers’
network, business or other customers. As promptly as practicable after becoming aware of Customer’s
engagement in any such prohibited conduct, SmartWorks will use reasonable efforts to notify Customer of the
restriction or limitation to Customer’s access to the Services and will promptly restore Customer’s access after
SmartWorks has had reasonable assurance that any such prohibited conduct has been permanently
discontinued. In addition to and without limiting the foregoing, SmartWorks reserves the right to refuse to post
or to remove in whole or in part any information or materials provided or submitted by or on behalf of Customer
in connection with its use of the Services that SmartWorks determines, in its reasonable discretion, are either
in violation of this Agreement or pose any risk of any kind or nature to SmartWorks or its service provider’s
network, business or other customers. SmartWorks shall make reasonable efforts to provide Customer with
notice of the foregoing and reasonable opportunity to cure or assist with the potential violation or risk just
described.
7. Services Availability
(a) SmartWorks and/or its service provider shall provide all facilities, equipment, and software required to deliver
the Services for up to the Maximum Meters and Maximum Channels.
(b) SmartWorks shall use commercially reasonable efforts to make the Services available to Users twenty-four
(24) hours per day, seven (7) days per week; subject to the terms further defined in Schedule “B”.
(c) SmartWorks reserves the right to have additional User acceptance criteria that may be applied to Users prior
to their ability to have access to the Services. SmartWorks shall inform Customer of such criteria but
SmartWorks shall be free to implement such criteria at any time without prior written warning to the Customer
and/or to Users. Where Users do not accept such and/or agree to such criteria, SmartWorks reserves its rights
to not grant to such Users access to the Services. SmartWorks reserves its rights to restrict access to the
Services to Users for any violation of any additional terms and conditions to which such Users accept/agree
to access the Services.
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(d) SmartWorks shall provide installation, configuration, system administration and maintenance of the facilities
and equipment and software required to operate and ensure availability of the Services. Customer, not
SmartWorks, shall be responsible for creating and maintaining all User account information and for performing
all other application level system administration functions that are available within the Services.
(e) SmartWorks shall comply with the terms and conditions regarding access and use of Data as set out in Section
17 of this Agreement.
(f) Customer acknowledges that in order to provide the Services SmartWorks may be required to purchase access
to the Third Party Components. Customer further acknowledges that the availability of such Third Party
Components is based solely on the best information available to SmartWorks and its service providers as of
the Effective Date including third party representations and government regulations and is subject to change
during the Term with little or no advance notice. If any necessary Third Party Components are determined by
SmartWorks to be unavailable as a result of changes to any third party availability, governmental regulations
or other condition or circumstance outside of SmartWorks’ control, then (a) SmartWorks shall not be in breach
hereof or otherwise liable for any failure or inability to provide the Services as a result of such unavailability of
any Third Party Components; and (b) SmartWorks may in its sole discretion modify, change or replace the
applicable Third Party Components and otherwise attempt to mitigate the impact of the such unavailability of
Third Party Components, and reserves the right to pass on any price increases by revising the Annual
Subscription Fees, subject to the right to terminate set out in Section 15.
(g) The infrastructure deployed to support the Customer’s Services solution is based upon the scope of work as
defined in Schedule “A” and/or the Statement of Work (Schedule “C”). Should the technical demands of the
infrastructure materially change due to changes such as total number of meters, interval lengths, or number
of virtual meters, SmartWorks reserves the right to reassess and redefine the infrastructure required for
acceptable performance and adjust the Annual Subscription Fees accordingly.
8. Customer Responsibilities
(a) Cooperation by Customer. Customer acknowledges that the success and timeliness of the implementation
process shall require the active participation and collaboration of Customer and its staff and agrees to act
reasonably and co-operate fully with SmartWorks to achieve the Completion of Services related to any
Professional Services provided by SmartWorks. To enable SmartWorks to provide effective Support Services,
the Customer will establish auto remote access based on remote access procedures compatible with
SmartWorks’ practices.
(b) Project Manager. CONSULTANT will assign Veronique Gagnier, Director of Professional Services as the
CONSULTANT’s interim Project Manager, until a permanent Project Manager is subsequently assigned to
have supervisory responsibility for the performance, progress, and execution of the Services and represent
CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of
the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the
appointment of a substitute Project Manager and the assignment of any key new or replacement personnel
will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request,
shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable
manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat
to the safety of persons or property.
CITY’s Project Manager is Dave Yuan, Utility Strategic Business Manager, Utilities Department, 250 Hamilton
Avenue, Palo Alto, CA,: 94301,Telephone: (650) 329-2522 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. Customer’s project manager shall work closely with SmartWorks
to facilitate the successful completion of the implementation process and shall be responsible for supervising
Customer staff and ensuring their co-operation with and participation in such process during any Professional
Services engagement.
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(c) Customer Equipment. Customer agrees that it shall be responsible, at its sole expense, for providing all
Internet access, including but not limited to obtaining, installing and maintaining all equipment, hardware,
network, Internet or direct telecommunications connections and software applications (e.g. web browser) at
Customer’s facilities required for Users to access and use the Services. SmartWorks shall not be responsible
for the operation of any Internet, network or other communication services. Customer further acknowledges
that access to and the operation of the Services requires Customer’s and Users’ hardware to be of sufficient
quality, condition and repair, and Customer agrees to and/or to ensure that Users maintain their applicable
hardware in the appropriate quality, condition and repair at its sole cost and expense. These requirements
may also be necessary in order to facilitate the achievement of Completion of Services related to any
Professional Services supplied by SmartWorks.
(d) Passwords. Customer agrees to comply with all SmartWorks and its service providers’ security policies and
procedures made available to it and as may be amended from time to time and made available through URL
or other means mutually agreed to by the parties. Customer and its Users shall be responsible for keeping
any and all passwords and user ID’s assigned to its Users secret and confidential. Customer agrees that it is
and shall remain solely and completely liable for any communications or other uses that are made using
Customer’s or its Users’ passwords and user ID’s, as well as any obligation that may result from such use.
Customer agrees to notify SmartWorks promptly in writing if it believes that a password has been stolen or
might otherwise be misused, of any unauthorized use of any password or user ID, or any other breach of
security suspected by Customer related to the Services.
(e) Users. The Customer is responsible for: (i) the actions of Users using the Services in accordance with this
Agreement; (ii) ensuring that Users agree to any further terms and conditions as may be provided on notice of
such further terms and conditions or through training by SmartWorks from time to time for Users; and (iii)
informing SmartWorks of any information about Users’ actions that may affect either the Services or third party
data contained in or used by the Services, or SmartWorks’ ability to provide the Services as contemplated by
this Agreement.
(f) Compliance with Laws. Customer represents and warrants to SmartWorks that it and its Users will at all
times be in compliance with all applicable local, state, provincial, federal and international laws, rules and
regulations including but not limited to those laws regarding restrictions on exports (including the U.S. Export
Administration Regulations, end-user, end use and destination restrictions by Canadian, U.S. and other
governments related to SmartWorks and its service provider’s products, services and technologies).
CONSULTANT and CITY shall each keep itself informed of and in compliance with all applicable federal,
provincial, state and local laws, ordinances, regulations, and orders (and as the foregoing are amended from
time to time) that may affect in any manner the performance of the Services or those engaged to perform
Services or, in the case of CITY, the use of the Services by CITY and its Users under this Agreement.
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.
(g) Data Security. Customer acknowledges and agrees that use of or connection to the Internet is inherently
insecure and provides opportunity for unauthorized access by a third party to Customer’s and its Users’ (as
well as SmartWorks’ and its service providers’) computer systems, networks and any and all information stored
therein. Customer is solely responsible for ensuring that (i) Customer’s computer systems are secure and
protected from unwanted interference (such as “hackers” and viruses), (ii) all transmissions are screened for
viruses or other harmful code prior to transmission to SmartWorks’ servers; and (iii) Data is encrypted. If any
Data could be subject to governmental regulation or may require security measures beyond those specified
by SmartWorks for the Services, Customer will not input or provide such content or Data unless SmartWorks
has otherwise first agreed in writing to implement additional security and other measures. By using the
Services, Customer acknowledges that it meets Customer’s requirements and data (including personal
information) processing instructions.
SmartWorks will maintain a data security program for the Software delivered to Customer as Software as a
Service (SaaS) that will include reasonable administrative, physical, technical, organizational and other
security measures to protect against unauthorized access to, or destruction, loss, unavailability or alteration
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of, any City Data processed or stored by the SaaS, it being understood that the SaaS relies on Third Party
Components which are delivered pursuant to the data security programs implemented and controlled by the
third party service provider of such Third Party Components and not by SmartWorks.
SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY,
SECURITY, AUTHENTICITY, AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED OR
STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. SMARTWORKS AND ITS THIRD PARTY
SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES
WHATSOEVER OF CUSTOMER’S OR ITS USERS’ CONNECTION TO OR USE OF THE INTERNET, AND
SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY
USE BY CUSTOMER OR ANY USER OF CUSTOMER’S INTERNET CONNECTION IN VIOLATION OF ANY
LAW, RULE OR REGULATION.
(h) Third Party Software. Customer agrees to comply with the terms and conditions regarding third party
software set out in Schedule ”F” to this Agreement, where applicable.
9. Delivery Schedule
The parties will mutually agree in writing upon a delivery schedule based on, among other things, the purchased
modules, required training and availability of both Customer and SmartWorks staff members.
10. Data Conversion Fees
SmartWorks may offer data conversion services for the purpose of migrating existing Customer data to a format
usable by the Software. The success of the data conversion effort is largely based on the format and quality of
the Customer provided data. Unless otherwise indicated, converted data is strictly limited to non-dollar amounts
and typically includes information such as names, addresses, and phone numbers. Only information explicitly
listed in this Agreement will be converted. In certain instances, initial cost estimates for a data conversion may
have been included in a professional services pricing proposal. Unless specifically included in this Agreement as
part of Schedule “A” and “C”, such cost estimates, and all prior data conversion cost estimates, are not binding
nor are they incorporated into this Agreement. Accordingly, SmartWorks shall notify Customer of the final data
conversion fees and costs after the Customer provided sample data is examined by SmartWorks to verify existing
Customer data formats and data integrity; but before data conversion efforts are commenced. In such event, and
upon receipt by SmartWorks of notice in writing from Customer that applicable data conversion fees are acceptable,
such data conversion fees (the “Data Conversion Fees”) shall be in addition to all fees currently stated in this
Agreement.
Any costs associated with obtaining the data from an existing Customer vendor are the responsibility of the
Customer. Sample data shall be provided in standard fixed length format with ASCII display characters only. Data
must be on a media formats readable by SmartWorks.
In the event a data re-conversion is required, for whatever reason, Customer will be billed at the Professional
Services Fee rate set out in Schedule “A” to this Agreement.
11. Professional Services & Support Services
(a) Professional Services and Support Services. Subject to the terms and conditions of this Agreement,
SmartWorks shall provide the Professional Services to Customer in accordance with Schedules “A” and “C”
and the Support Services in accordance with Schedule “D”.
(b) Manner of Performance. SmartWorks shall perform the Professional Services in an efficient, competent and
timely manner and exercise reasonable care, skill and diligence in the performance thereof. SmartWorks shall
determine in its sole discretion the manner and means by which the Professional Services shall be performed,
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with due consideration of adequate knowledge transfer to Customer personnel. SmartWorks will communicate
openly with Customer in its methodology, manner and means.
All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it, its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and
experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits,
qualifications, insurance and approvals of whatever nature that are legally required to perform the Services.
All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and
quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in
related work throughout California under the same or similar circumstances.
(c) Conduct on Customer’s Premises. In the event that SmartWorks is required to perform Professional
Services on Customer’s premises, any such Professional Services shall be performed with Customer’s full co-
operation and on the premises of Customer or, if agreed to by both parties, at an alternate location.
SmartWorks agrees that, while working on Customer’s premises, each of its employees shall observe
Customer’s rules and policies provided to SmartWorks in writing relating to conduct thereon.
(d) Subcontracting: 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 Agreement, CONSULTANT shall be fully
responsible for all acts and omissions of subcontractors.
CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
compensation of subcontractors.
12. Warranty and Warranty Disclaimer
(a) Limited Warranty. SmartWorks warrants to Customer that the Services shall be performed in a professional
and workmanlike manner in accordance with generally recognized industry standards for similar services, and
the Software shall function substantially in accordance with the specifications, as stated in SmartWorks’
Documentation provided to Customer, provided that all use of the Services is for the purposes and in the
environment for which they were designed and in accordance with such specifications and the terms and
conditions of this Agreement. The foregoing limited warranty will not apply if there has been misuse,
modification, damage not caused by SmartWorks or its third party service provider, failure to comply with
written instructions provided by SmartWorks or if otherwise stated in this Agreement. Customer’s sole remedy
in the event the Services do not conform to the foregoing limited warranty is for SmartWorks to use
commercially reasonable efforts to correct such non-conformance and the right to terminate this Agreement in
accordance with Section 15(c). Where applicable, Third Party Software is provided as-is, without warranties
of any kind.
(b) Warranty Disclaimer. TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS
LIMITED WARRANTY SET OUT IN SECTION 12(A), THE SERVICES, THE SOFTWARE, THE
PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS
AGREEMENT ARE PROVIDED TO CUSTOMER “AS IS” AND THERE ARE NO OTHER WARRANTIES,
REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY
STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE,
REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR
IN CONNECTION HEREWITH.
SMARTWORKS, ITS THIRD PARTY SERVICE PROVIDER, LICENSORS AND SUPPLIERS DISCLAIM ANY
IMPLIED WARRANTIES OR CONDITIONS REGARDING THE SOFTWARE, THE SERVICES, THE
PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED
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HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NON-INFRINGEMENT.
SMARTWORKS, ITS THIRD PARTY SERVICE PROVIDER, LICENSORS AND SUPPLIERS DO NOT
REPRESENT OR WARRANT THAT THE SERVICES OR THE SOFTWARE SHALL OPERATE ERROR
FREE OR UNINTERRUPTED, SHALL MEET ANY OR ALL OF CUSTOMER’S PARTICULAR
REQUIREMENTS, THAT ALL ERRORS OR DEFECTS IN THE SERVICES OR SOFTWARE CAN BE
FOUND OR CORRECTED, OR THAT SMARTWORKS OR ITS THIRD PARTY SERVICE PROVIDER WILL
PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS TO THE
SOFTWARE, SUBSCRIPTION SERVICES OR SYSTEM USED TO PROVIDE THE SUBSCRIPTON
SERVICES.
WITHOUT LIMITING THE FOREGOING, SMARTWORKS DOES NOT MAKE ANY REPRESENTATIONS OR
WARRANTIES WHATSOEVER WITH REGARD TO PRODUCTS OR SERVICES FROM THIRD PARTIES
(INCLUDING WITHOUT LIMITATION THE THIRD PARTY COMPONENTS, THE HARDWARE, THE
OPERATION OF THE INTERNET, NETWORK OR OTHER COMMUNICATION SERVICES) AND ASSUMES
NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE FOREGOING OR THE
APPROPRIATENESS OF YOUR DATA MANAGEMENT SYSTEM OR THE ACCURACY OF DATA
CONTAINED IN SUCH SYSTEM.
NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS
AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN
AUTHORIZED SIGNING OFFICER OF SMARTWORKS.
13. Limitations on Liability.
City and SmartWorks recognize that circumstances may arise entitling City to damages for breach or other fault
on the part of SmartWorks arising from this Agreement. The parties agree that in all such circumstances, the
City’s remedies and Smartworks’ liabilities will be limited as set forth below and that these provisions will survive
notwithstanding the termination or other discharge of the obligations of the parties under this Agreement.
A. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR DAMAGES
ARISING OUT OF (I) SMARTWORKS’ INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, (II) INJURY OR DEATH TO PERSONS (III) DAMAGE TO TANGIBLE OR REAL
PROPERTY OR (IV) SMARTWORKS’ INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 19(A)
(“INTELLECTUAL PROPERTY INDEMNITY”), BOTH PARTIES AGREE THAT THE ENTIRE COLLECTIVE
LIABILITY OF SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER AND CUSTOMER’S
EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES, THE SOFTWARE, THE SOFTWARE
SERVICES, THE PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR
SERVICES SUPPLIED BY SMARTWORKS IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES
FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN
TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, SHALL BE LIMITED TO ACTUAL
DIRECT AND PROVEN DAMAGES OR ACTUAL DIRECT DAMAGES THAT ARE DOCUMENTED AND
AGREED TO BY THE PARTIES THROUGH SETTLEMENT, AND SHALL NOT EXCEED THE FOLLOWING:
(I) IN RESPECT OF LIABILITY ARISING OTHER THAN THROUGH A THIRD-PARTY CLAIM (AS THAT
TERM IS DEFINED IN SECTION 19(B) BELOW), THE APPLICABLE INSURANCE COVERAGE UP TO THE
LIMITS SET FORTH IN SCHEDULE G OR ONE MILLION DOLLARS ($1,000,000) IN THE AGGREGATE,
WHICHEVER IS GREATER; AND (II) IN REPSECT OF LIABILITY ARISING FROM A THIRD-PARTY CLAIM
(AS THAT TERM IS DEFINED IN SECTION 19(B) BELOW), THREE (3) TIMES THE INTIAL TERM
MAXIMUM (AS THAT TERM IS DEFINED IN SECTION 3 ABOVE).
B. CUSTOMER FURTHER AGREES THAT IN NO EVENT SHALL SMARTWORKS OR ITS THIRD PARTY
SERVICE PROVIDERS BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY
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INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES
WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF REVENUE,
FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOODWILL,
BUSINESS OPPORTUNITIES OR REPUTATION, OR ECONOMIC LOSS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH POTENTIAL LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
C. FOR CLARITY, “APPLICABLE LAW” AS REFERENCED IN SECTION 13A. ABOVE INCLUDES
STATUTORY LAW WHICH IMPOSES LIABILITY UPON SMARTWORKS, AS SUCH LIABILILTY IS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION OR AGREED TO IN WRITING
BY SMARTWORKS.
14. Change Order Process
With respect to any proposed changes to the Professional Services defined by this Agreement, the parties will
cooperate in good faith to execute Change Orders in respect thereof, or amendments to this Agreement, if required,
and will not unreasonably withhold approval of such proposed changes. If either party causes or requests a
change in the allocation of the resources of SmartWorks applied to a task, changes in completion schedules for
individual tasks or for overall implementation, and changes in staffing that require SmartWorks to provide additional
work hours, SmartWorks may propose a change to cover the additional work effort required of it. Approval of any
such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes
may require modifications to the consideration paid, and timelines governing the Professional Services), and any
disputes regarding changes shall be handled initially by discussions between the parties which will be convened
in good faith by the parties to resolve any such matters in dispute.
15. Cancellations and Termination
(a) Professional Services may be cancelled as follows:
Cancellation of any on-site Professional Services by Customer is allowed for any reason if done in writing more
than fourteen (14) days in advance of such Professional Services. In the case of cancellation of Professional
Services within fourteen (14) days or less of scheduled on-site Professional Services, Customer will be billed for
any on-site fees, plus any non-recoverable costs incurred by SmartWorks due to advance scheduling of
travel. Additionally, Customer hereby acknowledges that cancellation of on-site services means that such on-site
services will be rescheduled as SmartWorks’ then current schedule permits. SmartWorks is not responsible for
any delay in Customer’s project resulting from Customer’s cancellation of Professional Services. If additional
services are required because the Customer was not adequately prepared for the on-site services, SmartWorks
will provide a Change Order to the Customer for the additional services.
(b) Suspension of Services. In addition to any other rights that SmartWorks may have under this Agreement,
at law or in equity, SmartWorks may suspend, limit or terminate Customers’ use of the Services if SmartWorks
determines there is a material breach of this Agreement, a security breach, or violation of law by Customer or any
User. If SmartWorks’ service provider determines that the cause of the suspension can reasonably be remedied,
SmartWorks will provide notice of the actions Customer and its Users must take to reinstate the Services. If such
action is not taken within a reasonable time, SmartWorks may terminate this Agreement effectively immediately
upon written notice to Customer to that effect.
(c) This Agreement may be terminated as follows:
i. If SmartWorks is in material breach of any of its obligations or any provision under this Agreement, Customer
must notify SmartWorks in writing of such default (a “Default Notice”). Upon receipt of a Default Notice,
SmartWorks must correct the default within ninety (90) days, or issue a written notice of its own disputing the
alleged default within thirty (30) days, of the date of receipt of a Default Notice. If SmartWorks fails to correct
the default within such ninety (90) day period and the alleged default is a failure of the Services to comply
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with the Documentation, and the Parties did not agree in writing to a longer cure period, Customer may
terminate this Agreement upon written notice to SmartWorks to that effect. If SmartWorks timely disputes the
alleged default but the Parties are unable to resolve the issue within 120 days and the alleged default is a
failure of the Services to comply with the Documentation, Customer may terminate this Agreement upon
written notice to SmartWorks to that effect.
ii. For convenience: Subject to Section 16(d) and Section 16(e), the City Manager may suspend the
performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by
giving thirty (30) days prior written notice thereof to CONSULTANT. 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.
iii. 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 terminate without
any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal
year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the
fiscal year and funds for this Agreement are no longer available, it being understood that prepaid Fees are
non-refundable. Customer shall provide SmartWorks with at least 120 days’ written notice of non-
appropriation and associated termination of this Agreement. This Section shall take precedence in the event
of a conflict with any other covenant, term, condition, or provision of this Agreement.
iv. In the event that any Fees are thirty (30) or more days overdue from the date payable shown in an invoice,
SmartWorks may (without limiting any of its other rights and remedies) (A) suspend performance of the
Services (including Customer access to the Services) until all amounts are paid in full; and/or (B) terminate
this Agreement effective immediately upon written notice to Customer to that effect.
v. Customer may terminate this Agreement effective immediately upon written notice to SmartWorks if
SmartWorks has breached its obligations of confidentiality;
vi. SmartWorks may terminate this Agreement effective immediately upon written notice to Customer if Customer
has breached its obligations of confidentiality;
vii. SmartWorks may terminate this Agreement effective immediately upon written notice to Customer if Customer
has breached its obligations with respect to any intellectual property right or proprietary right of SmartWorks
or its service provider or in accordance with Section 15(b) in the event of a material breach by Customer.
viii. Either party may terminate this Agreement effective immediately upon written notice to the other party if the
other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy,
insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not
resolved favorably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes
subject to property seizure under court order, court injunction or other court order which has a material
adverse effect on its ability to perform hereunder.
ix. If any such modification, change or replacement of the original Third Party Components pursuant to Section
7(f) includes a material price increase with respect to the Services enabled by such Third Party Components
or impairs Customer’s ability to utilize such Services in substantially the same manner as they were utilized
prior to the modification, change or replacement, Customer may terminate this Agreement by providing written
notice to SmartWorks within sixty (60) days after Customer’s receipt of notification of such material price
increase or discovery of such impairment.
16. Effects of Termination
In the event of termination or expiration of this Agreement:
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(a) All rights granted to Customer in this Agreement shall immediately terminate and SmartWorks will immediately
cease to perform or provide the Services.
(b) Customer shall return to SmartWorks or at SmartWorks’ option purge or destroy all copies of any Confidential
Information of SmartWorks in its possession or under its control (except as required under any statute or
legislation related to retention requirements), and provide a duly authorized certificate of an officer of Customer
confirming same within thirty (30) days.
(c) Except as otherwise provided in this Agreement, termination of this Agreement shall not affect any right of
action of either party arising from anything which was done or not done, as the case may be, prior to the
termination taking effect.
(d) Customer will pay all amounts due under this Agreement up to and through the date of termination that are
Undisputed Fees together with all costs reasonably incurred by SmartWorks.
(e) Except in the case of termination by Customer under Section 15(c)(i), 15(c)(iii), 15(c)(v), or 15(c)(ix), any
cancellation and/or termination of this Agreement prior to the end of the Initial Term shall result in (an
acceleration of all Annual Subscription Fees due for each year of the Initial Term not already invoiced and/or
paid up to a maximum of twelve months’ Annual Subscription Fees which amount will be due immediately.
This section will not affect SmartWorks’ right to collect any further invoiced amounts for other Professional
Service Fees.
(f) In the case of termination by Customer under Section 15(c)(i), 15(c)(iii), 15(c)(v), or 15(c)(ix), any cancellation
and/or termination of this Agreement prior to the end of the Initial Term shall result in the following:
CONSULTANT will be paid Undisputed Fees; provided, however, if this Agreement is suspended or terminated
in accordance with Section 15(c)(i) CITY will be obligated to compensate CONSULTANT only for that portion
of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is
made by mutual agreement of the parties, acting reasonably. For pre-paid Annual Subscription Fees,
Consultant will remit to CITY any applicable prorated fees for the remainder of the pre-paid period following
termination.
(g) Conditional upon Customer’s payment of all Fees that are due to SmartWorks, SmartWorks will furnish the
Customer with a copy of the Data in a format to be mutually agreed upon between the parties in writing
(typically a .csv file). The anticipated services to provide a copy of the Data are one to two days and will be
billed at SmartWorks’ then current daily rate. Upon receipt of notice from Customer confirming receipt of the
Data, SmartWorks shall destroy all copies of the Data and delete all Data on the database and an Officer of
SmartWorks shall certify the destruction and deletion to the Customer. Subject to any legal requirement that
SmartWorks must retain a copy of the Data, SmartWorks shall not delete the Data for 90 days from the date
of termination except: (i) where SmartWorks has provided the Data to Customer pursuant to this Subsection;
or (ii) where it has received written instructions from Customer to delete the Data. Following 90 days from the
date of termination if Customer has not communicated with SmartWorks regarding the Data, SmartWorks shall
have the right to delete all Data at any time as either required by law or as determined by SmartWorks in its
sole discretion. Notwithstanding the foregoing, SmartWorks shall be permitted to delete all Data without
providing notification to Customer and SmartWorks shall not be required to adhere to the time frames detailed
above where SmartWorks is required by law to delete such Data.
(h) In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective
date in the notice of suspension or termination, any City Data and reports included in the Services that are
requested by CITY.
(i) 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 expressly waived in writing.
17. Ownership and Responsibilities
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(a) By SmartWorks. SmartWorks its service providers and licensors are and shall at all times remain the owner
of all copyright, trademarks, trade secrets, patents and any other intellectual property rights in and to the
Services, Software, Documentation, and related documentation, materials, logos, names and other support
materials , and other information relating to the Software or used in conjunction with the Software, whether
distributed in print, magnetic, electronic, or video format, in effect as of the date the Software are provided to
the Customer pursuant to the terms of this Agreement (“SmartWorks Intellectual Property Rights”).
Customer shall acquire no right whatsoever to all or any part of the Services, Software, underlying system or
software except the limited right to access and use the Services in accordance with the terms of this Agreement
and SmartWorks, its service providers and its licensors reserve all rights not expressly granted to Customer.
Customer must fully reproduce any copyright or other notice marked on any part of the documentation or other
materials on all authorized copies and must not alter or remove any such copyright or other notice. Customer
shall report to SmartWorks any infringement or misappropriation of SmartWorks Intellectual Property Rights
or other rights in the Software, the Services or the Documentation of which Customer becomes aware.
Customer hereby grants to SmartWorks a royalty-free, worldwide, irrevocable, perpetual license to use and
incorporate into the Services, Software, and underlying system and software any suggestions, ideas,
enhancement requests, recommendations or other feedback provided by Customer relating to the operation
of the Services or Software.
(b) City Data. As between SmartWorks and Customer, all Data will remain the sole and exclusive property of
Customer. The CITY has a right to control, access and retrieve City Data at any time during the Term, in
computer-readable format. The CITY hereby grants to CONSULTANT and its subcontractors, if any, the
limited, non-exclusive, non-transferable, revocable rights to access and use City Data during the Term solely
for the purposes of performing CONSULTANT’s Services. Customer is solely responsible for ensuring the
accuracy, quality, integrity, reliability, appropriateness and right to view and use the Data. Subject to the terms
and conditions of the Agreement, Customer grants to SmartWorks a world-wide, non-exclusive, royalty-free
license to access the Data for the purpose of performing the Services. Access to the Data shall only be by
SmartWorks’ employees and/or subcontractors whose job function requires access. Except as specified in this
Agreement, SmartWorks may not access the Data for any other purpose without the express written consent
of Customer. Access to Data by any outside party shall only be in accordance with the terms of this Agreement
or where required by law.
Customer grants to SmartWorks a world-wide, non-exclusive, royalty-free license to aggregate or compile Data
with the customer data of other customers using the Services so long as such aggregation or compilation omits
any data that would enable the identification of Customer, its customers or any individual or their Personal
Information, company or organization (“Aggregated Data”). SmartWorks shall have a worldwide, perpetual,
royalty-free license to use, modify, distribute and create derivative works based on such Aggregated Data,
including all reports, statistics or analyses created or derived therefrom. Additionally, Customer grants
SmartWorks the right to access Data to provide feedback to Customer concerning its use of the Services.
Customer authorizes SmartWorks to disclose the fact that Customer is a customer of SmartWorks and uses
the Services.
If and to the extent (i) SmartWorks and its third party service provider are processing personal data on behalf
of Customer acting as Customer’s subprocessor, and (ii) the European General Data Protection Regulation
(EU/2016/679) (“GDPR”) applies to such processing of personal data, to the extent legally required Customer
shall enter into a data processing agreement.
(c) SmartWorks’ third party service provider and its affiliates, and their contractors and subprocessors, may
wherever they do business, store and otherwise process business contact information (“BCI”) of Customer
and its Users, for example, name, business telephone, address, email, and user IDs for business dealings
with them. Where notice to or consent by the individuals is required for such processing, Customer will notify
and obtain such consent. SmartWorks’ third party service provider may use personnel and resources in
locations worldwide and third party suppliers to support the delivery of its products and services. SmartWorks’
third party service provider collects Account Data, defined as information other than Data and BCI that
Customer provides to the third party service provider to enable SmartWorks’ or Customer’s use of the third
party service provider’s products or that it collects using tracking technologies, such as cookies and web
beacons, regarding SmartWorks’ or Customer’s use of the third party service provider’s products. Additional
details are available at the link to SmartWorks’ third party service provider’s Online Privacy Statement set out
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in Schedule “A”.
(d) Customer Responsibilities in Respect of City Data and Use of Services. Both parties acknowledge that:
(i) the Data may be subject to privacy laws providing for the owners of the Data to review such Data or to
challenge the collection and storage of the Data; and/or
(ii) demands, claims, actions, suits or proceedings may arise out of or in connection with (A) the use of the
Services including but not limited to any Third Party Components by Customer or its Users; (B) any breach
by Customer or its Users of this Agreement; or (C) Customer’s Data, including but not limited to any third
party claims that the inclusion, use, reference, incorporation of or linking to any third party materials or the
Customer’s Data violates such third party’s copyright and/or other intellectual property, privacy or other
rights, or that such use is illegal.
In the event of the occurrence of either of the foregoing, Customer shall be responsible to defend all legal and
regulatory proceedings; and shall be responsible for all associated costs, damages, expenses including costs
of challenges to requests, attorney’s fees and other disbursements. For clarity, SmartWorks shall be
responsible for costs of extracting and delivering the Data to comply with Data disclosure requests, whether
by an individual or a government body (“Costs of Data Extraction”). Customer represents and warrants to
SmartWorks that as of the Effective Date and to the best of its knowledge, no individual, government body or
third party has requested a review of the Data or challenged the collection and storage of the Data to be stored
in the Software. SmartWorks shall not be responsible for the Costs of Data Extraction for any proceeding
related to a Data disclosure request that results from Customer’s willful misconduct or gross negligence. For
clarity, in the event that notice of a proceeding described in subsections (i) and (ii) above is delivered only to
SmartWorks and not to Customer, SmartWorks will notify Customer of such proceeding as soon as reasonably
practicable. In the event that SmartWorks is named as a party to proceedings of the type described in
subsections (i) and (ii), Customer shall expeditiously and in good faith take steps to remove SmartWorks from
such proceedings by court order or equivalent.
(e) Data and Privacy Policy of Customer
The Customer represents and warrants to SmartWorks that:
i. Data that is either provided to or acquired by SmartWorks from Customer is owned exclusively by
Customer and that the Customer has full right and title to provide the Data to SmartWorks and its third
party service provider;
ii. Data that is either provided to or acquired by SmartWorks is subject to a privacy policy in effect as of
the Effective Date and Customer’s customers have provided to Customer their written consent for its
collection, use and storage by SmartWorks and its third-party service providers in accordance with
this Agreement and in any jurisdiction in North America;
iii. Customer complies with all applicable privacy legislation as of the Effective Date in the performance
of its obligations hereunder in respect of any Data collected, used, transferred, created or disclosed
pursuant to this Agreement; and
iv. Customer will not provide SmartWorks with data of any kind for which SmartWorks or its third party
service provider either has no need or does not have the right to collect, use and store under the terms
of this Agreement.
(f) Audit Rights
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i. By Smartworks: In order to assist SmartWorks with the protection of its proprietary information and
Confidential Information and to enable SmartWorks to verify Customer’s compliance with the terms
and conditions of this Agreement, Customer shall permit SmartWorks and its independent auditor to
visit during normal business hours any premises at which the Services are used or being accessed
and shall provide SmartWorks with access to its records including usage data. SmartWorks shall
provide Customer with reasonable notice of any such audit. Customer will promptly order and pay for
required entitlements at SmartWorks’ then current rates (including uses in excess of Customer’s
authorizations or licenses) and for other charges and liabilities determined as a result of such
verification, as SmartWorks specifies in an invoice. These compliance verification obligations remain
in effect during the Term and for two (2) years thereafter.
ii. By City: CONSULTANT agrees to permit CITY and its authorized representatives to audit, no more
than once in a calendar year, at any reasonable time, on notice to CONSULTANT, during the Term
and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters
covered by this Agreement, including without limitation records demonstrating that the parties are
independent contractors. 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.
18. Confidential Information
(a) The parties agree to keep confidential any and all Confidential Information with respect to the other party
which it has received or may in the future receive in connection with this Agreement and shall only disclose
such Confidential Information of the other party (i) to its agents, employees or representatives who have
a need to know such information, for the purpose of performance under this Agreement and exercising the
rights granted under this Agreement, and who are bound by confidentiality and non-disclosure provisions
at least as protective of the other party’s Confidential Information as this Agreement, or (ii) to the extent
required by applicable law or as ordered during the course of or in connection with any litigation, arbitration
or other proceeding based upon or in connection with the subject matter of this Agreement, provided that
the receiving party shall give the disclosing party reasonable written notice of intent to comply with such
law or order prior to such disclosure (unless prohibited by law from doing so), to give the other party an
opportunity to oppose or otherwise respond to such order, and shall comply with any applicable protective
order or equivalent. The parties each agree to hold the other party’s Confidential Information in confidence
and to take all reasonable steps, which shall be no less than those steps it takes to protect its own
confidential and proprietary information, to protect the Confidential Information of the other party.
(b) CONSULTANT will notify City as soon as reasonably practicable upon learning of any breach in the
security of its systems or unauthorized disclosure of, or access to, Confidential Information in its
possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code
Section 1798 et seq., as applicable, as amended from time to time.
(c) This Agreement is also subject to the Cybersecurity Terms and Conditions (Schedule H).
(d) Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to
assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential
Information. Without limiting the foregoing, each party shall advise the other party immediately in the event
either party learns or has reason to believe that any person who has had access to Confidential Information
has violated or intends to violate the terms of this Agreement and each party will cooperate with the other
party in seeking injunctive or other equitable relief against any such person.
(e) Remedies for Breach of Obligation of Confidentiality. Each Party acknowledges that breach of its
obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be
inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain
injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any
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other legal remedies which may be available, to include, at the sole election of a party, the immediate
termination, without liability under this Agreement.
19. Indemnity
(a) Intellectual Property Indemnity.
SmartWorks will indemnify, defend, and hold harmless, or at its option settle, any third party claim, suit or
proceeding against Customer alleging that the Software delivered to Customer, or Customer’s authorized use
of the Software, infringes any patent issued in the United States or Canada or any trademark, copyright, or
other right in intellectual property, or misappropriates any trade secret (“IP Claim”); provided, that Customer (i)
promptly notifies SmartWorks of any such claim in writing, provided however that no delay on the part of the
CITY shall relieve SmartWorks from any obligation hereunder, unless such delay prejudices SmartWorks; (ii)
provides SmartWorks with all reasonable information and assistance in connection with such claim; and (iii)
gives SmartWorks the sole right to control the defense of, or settle such claim, provided, however, that
SmartWorks will not consent to the entry of any judgment or enter into any settlement with respect to a Claim
without the prior written consent of CITY (which consent will not be unreasonably withheld) except where the
judgment or proposed settlement involves only the payment of money damages by SmartWorks, does not
impose any obligation upon CITY, and SmartWorks obtains the full and complete release of CITY to be
delivered in a timely manner. Failure of CITY to deliver the full and complete release within such reasonable
time as specified by SmartWorks shall be deemed to be CITY’s consent to such proposed settlement or form
of judgement and SmartWorks is therefore authorized to proceed with entry of judgment or finalization of
settlement of an IP Claim. For clarity, notwithstanding the foregoing, the parties may by agreement determine
the time in which CITY is to provide its full and complete release. SmartWorks will pay any settlement approved
by SmartWorks or final judgment entered against Customer on such IP Claim in any such suit or proceeding
defended by SmartWorks.
SmartWorks will have no obligation for any claim, suit or proceeding to the extent that it results from (i) the
combination, operation or use of or any modification to the Software made without SmartWorks’ prior written
consent, (ii) failure to use updated or modified Software if SmartWorks notified Customer that the use of the
updated or modified software was necessary to avoid a claim of infringement, or (iii) use of Software not in
accordance with this Agreement and applicable Documentation.
If SmartWorks receives notice of an alleged infringement by the Software, or if SmartWorks reasonably believes
that such a claim is likely, SmartWorks may stop delivery of such Software without liability for failure to deliver
it. SmartWorks will have the right, at its sole option, to obtain the right for Customer to continue use of the
affected Software, or to replace or modify the affected Software so that it is no longer alleged or believed to
infringe, provided that this can be done without significant loss of functionality. If neither of the foregoing options
is available to SmartWorks on commercially reasonable terms, SmartWorks may terminate Customer’s use of
the affected Software, in which case SmartWorks will refund to Customer that portion of the Annual Subscription
Fees paid but unused by Customer. THE RIGHTS AND REMEDIES PROVIDED IN THIS SECTION
CONSTITUTE SMARTWORKS’ ENTIRE OBLIGATIONS AND CUSTOMER’S SOLE AND EXCLUSIVE
REMEDIES CONCERNING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR
MISAPPROPRIATION BY ANY SOFTWARE OR SERVICE.
(b) SmartWorks’ Indemnity For Third-Party Claims.
Subject to CONSULTANT’s limitations of liability set forth in Section 13 and to the fullest extent permitted by
law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers,
employees and authorized agents for whom SmartWorks is in law responsible (each an “Indemnified Party”)
from and against any and all third-party 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 (together, “Third-Party Claim(s)”) resulting
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directly from, or arising directly out of or in any manner related to material breach, violation or nonperformance
by CONSULTANT, its officers, employees, agents or contractors under this Agreement. CONSULTANT’s
obligations under this Section 19(b) are limited to the extent of its liability as finally determined by a court of
competent jurisdiction or as agreed by CONSULTANT in writing. If an Indemnified Party is finally determined
to be jointly liable in respect of a Third-Party Claim, whether by court order or agreement of the parties, CITY
shall pay CONSULTANT the Indemnified Parties’ proportionate share of costs that were incurred by
CONSULTANT in defending a Third-Party Claim (including attorney fees and other
disbursements).CONSULTANT’s indemnity obligations under this Section 19(b) are subject to Customer: (A)
promptly notifying CONSULTANT of a Third-Party Claim in writing; (B) giving CONSULTANT the sole right to
control the defense of, or settle such Third-Party Claim, provided, however, that Consultant will not consent to
the entry of any judgment or enter into any settlement with respect to any Third-Party Claims without the prior
written consent of CITY (which consent will not be unreasonably withheld) except where the judgment or
proposed settlement involves only the payment of money damages by CONSULTANT, does not impose any
obligation upon CITY, and CONSULTANT obtains the full and complete release of CITY; (C) providing
assistance and information to CONSULTANT throughout the action or proceeding;(D) not making any
admissions or beginning settlement negotiations after receipt of notice of the applicable Third-Party Claim; and
(E) not having carried out any integrations between the Software and/or the Services with a third party software
or service or not having materially modified the Software or the Services in any manner without the express
written consent of CONSULTANT.
(c) Any breach by Customer of its covenants under this Section 19 that results in prejudice to SmartWorks, shall
nullify SmartWorks’ indemnity obligations, and in such event, SmartWorks shall have the sole right to have full
and complete authority to defend any claims under Section 19 (a) or any Third-Party Claims under Section
19(b) and all of the related negotiations and settlement.
(d) Subject to the limitation periods established by applicable laws, 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
19 shall survive the expiration or early termination of this Agreement.
20. General
(a) Governing Law; Venue: This Agreement shall be governed by California law, without regard to its conflict of
law provisions. In the event that an action is brought, the parties agree that trial of such action will be vested
exclusively in the state courts of California in the County of Santa Clara, State of California. Customer and
SmartWorks hereby waive , to the fullest extent permitted by applicable law, the right to trial by jury and agree
to pursue a bench trial in any action, proceeding or counterclaim filed by any party, whether in contract, tort or
otherwise, relating directly or indirectly to this Agreement or any acts or omissions of SmartWorks in connection
therewith or contemplated thereby.
(b) Mediation: Except where this Agreement explicitly states that this Section does not apply, the parties agree
to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship
created by this Agreement to non-binding mediation before bringing a claim, controversy or dispute in a court
or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator
appointed by mediation services mutually agreeable to the parties. Such mediator shall be knowledgeable
in software system agreements. The mediation shall take place at a time and location which is also mutually
agreeable; provided; however, in no event shall the mediation occur later than ninety (90) days after either
party notified the other of its desire to have a dispute be placed before a mediator. The costs and expenses
of mediation, including compensation and expenses of the mediator (and except for the attorneys’ fees
incurred by either party), is to be shared by the parties equally. If the parties are unable to resolve the claim,
controversy or dispute within ninety (90) days after the date either party provides the other notice of mediation,
then either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless
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the time period is extended by a written agreement of the parties. Nothing in this Section shall inhibit a party’s
right to seek injunctive relief at any time.
(c) Notice: Any notice required or permitted to be given to any party to this Agreement shall be given in writing
and shall be delivered either personally, mailed by prepaid registered post or sent by facsimile to the
appropriate address or facsimile number set out below. Any such notice shall be conclusively deemed to
have been given and received on the day on which it is delivered or transmitted (or on the next succeeding
business day if delivered or received by facsimile after 5:00 p.m. local time on the date of delivery or receipt,
or if delivered or received by facsimile on a day other than a business day), if personally delivered or sent by
facsimile or, if mailed, on the third business day following the date of mailing, and addressed, in the case of
the Consultant, to:
N. HARRIS COMPUTER CORPORATION
1 Antares Drive, Suite 400
Ottawa, Ontario K2E 8C4
Attention: CEO
Telephone: 613-226-5511, extension 2149
and in the case of the Customer, to:
Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
Telephone: (650) 329-2571
Fax: (650) 328-3631
With a copy to the Purchasing Manager
Each party may change its particulars respecting notice, by issuing notice to the other party in the manner
described in this Section 20(c).
(d) Currency: Unless otherwise indicated, all dollar amounts referred in this Agreement are in lawful money of
the United States of America.
(e) Entire Agreement: This Agreement together with the Schedules attached to this Agreement constitute the
entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations, negotiations, understandings, arrangements, and
communications between the parties, both written and oral, relating to the subject matter hereof. No terms
and conditions in any Customer orders, or in any other documentation employed by or on behalf of Customer
in connection with this Agreement, regardless of the date of such documentation, will affect the terms of this
Agreement, even if such document is accepted by the receiving party, with such provisions being deemed
deleted. This Agreement may only be modified by a written amendment signed by an authorized
representative of each of the parties.
(f) Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior,
concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective
unless made in writing and signed by an authorized representative of the waiving party. 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, unless expressly so stated in such provision. Any waiver granted shall apply solely to
the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any
other or further exercise of any right or remedy.
(g) Assignment: The parties agree that the expertise and experience of CONSULTANT are material
considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement
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nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of
the City Manager, which shall not be unreasonably withheld, except that either party may assign to a
successor entity in the event of its dissolution, acquisition, merger, sale of substantially all of its assets, or
other change in legal status (“Assignment to Successor”). In the event of an Assignment to Successor, the
assigning party shall provide written notice of such change in status and shall cooperate in providing all
documentation to effectuate the change, which may require an amendment to this Agreement. Any purported
assignment (other than an Assignment to Successor) made without the prior written approval of the City
Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and
provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and
assignees of the parties.
(h) Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be
invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent
necessary in order to render such provision valid and enforceable. If such provision may not be so saved, it
shall be severed and the remainder of this Agreement shall remain in full force and effect.
(i) Allocation of Risk: Customer acknowledges and agrees that the warranty disclaimer and limitation of liability
contained in this Agreement are fundamental elements of the basis of the bargain between SmartWorks and
Customer and set forth an allocation of risk reflected in the fees and payments due hereunder.
(j) Relationship: The parties are and shall at all times remain independent contractors in the performance of
this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency
relationship between the parties. Neither party will have the power to bind the other party or to contract in
the name of or create any liability against the other party in any way for any purpose. Neither party will be
responsible for the acts or defaults of the other party or of those for whom the other party is law responsible.
(k) No Employment Relationship. Any agent or employee of CONSULTANT will not have employee status
with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or
in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT
will be responsible for all obligations and payments, whether imposed by federal, state or local law, including,
but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation,
insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any
agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee
of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as
providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not
as to the means by which such a result is obtained.
(l) Equitable Relief: Customer acknowledges and agrees that it would be difficult to compute the monetary loss
to SmartWorks arising from a breach or threatened breach of this Agreement by Customer and that,
accordingly, SmartWorks will be entitled to specific performance, injunctive or other equitable relief in addition
to or instead of monetary damages in the event of a breach or threatened breach of this Agreement by
Customer in respect of Customer’s obligations relating to Section 6 (Restrictions on Use), Section 8(f)
(Compliance with Laws), Section 8(g) (Data Security), Section 17 (Ownership and Responsibilities), and
Section 18 (Confidential Information).
(m) Force Majeure: No default, delay or failure to perform on the part of SmartWorks shall be considered a
breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances
beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions
or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather,
fire, earthquakes, floods, acts of any governmental body, acts of God or the public enemy or default of a
common carrier, unavailability of Third Party Components or other disasters or events.
(n) Survival: Sections 1 (Definitions), 3 (Fees, Not to Exceed Compensation), 4 (Travel and Lodging Expenses)
incurred either prior to termination or in connection with transition services, 6 (Restrictions on Use), 8(f)
(Compliance with Laws), 8(g) (Data Security), 12(b) (Warranty Disclaimer), 13 (Limitations on Liability), 16
(Effects of Termination), 17 (Ownership and Responsibilities), 18 (Confidential Information), 19 (Indemnity),
20 (General) and any other provision of this Agreement which is required to ensure that the parties fully
exercise their rights and their obligations hereunder shall survive any termination or expiration of this
Agreement unless and until waived expressly in writing by the party to whom they are the benefit.
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(o) Counterparts: This Agreement may be executed in counterparts (whether by facsimile signature, PDF via
email, or otherwise), each of which when so executed shall constitute an original and all of which together
shall constitute one and the same instrument.
(p) Section Headings: 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.
21. Conflict of Interest
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. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subcontractors or other persons or parties, that to the best of its knowledge have such an
interest. CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the
applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California,
as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises.
22. NONDISCRIMINATION; COMPLIANCE WITH ADA
(a) As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time,
CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the
employment of any person due to that person’s race, skin color, gender, gender identity, age, religion,
disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition,
housing status, marital status, familial status, weight or height of such person. CONSULTANT
acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto
Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and
agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
(b) CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”),
programs, services and other activities provided by a public entity to the public, whether directly or
through a contractor or subcontractor, are required to be accessible to the disabled public.
CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the
ADA and any other applicable federal, state and local disability rights laws and regulations, as amended
from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision
of services, benefits or activities provided under this Agreement.
23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS
CONSULTANT shall use its best efforts to comply with the CITY’s Environmentally Preferred Purchasing
policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as
amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and
disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing
and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular,
CONSULTANT shall use its best efforts to comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education
materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper,
unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-
based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance
with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility
requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s
office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to
CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the
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pallets to verify that pallets are not being disposed.
24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide
Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the
State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic
boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth
in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of
the City of Palo Alto. In addition, and if applicable, CONSULTANT shall post notices regarding the Palo
Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
25. INSURANCE
(a) CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect
during the term of this Agreement, the insurance coverage described in Schedule G, entitled “INSURANCE
REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming
CITY as an additional insured or which includes CITY as insured under any general liability or automobile
policy or policies.
(b) All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key
Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in
the State of California. Any and all contractors of CONSULTANT retained to perform Services under this
Agreement will obtain and maintain, in 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.
(c) Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of
this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an
endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced
in coverage or limits, by the insurer except after filing with the Purchasing Manager on reasonable 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 as soon as reasonably practicable following
CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current
certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire
term of this Agreement.
(d) The procuring of such required policy or policies of insurance will not be construed to limit
CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement.
Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total
amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed
under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or
the term has expired, provided however, that Section 13 (Limitations on Liability) shall apply in all
circumstances.
[Signatures on Following Page]
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IN WITNESS WHEREOF, SmartWorks and the Customer have duly executed this Agreement to be effective on
the Effective Date first written above.
N. HARRIS COMPUTER CORPORATION
_________________________________ _________________________________
Signature Signature
_________________________________ _________________________________
Jeff Bender Todd Richardson
_________________________________ _________________________________
Chief Executive Officer Chief Financial Officer
_________________________________ _________________________________
Date Date
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
APPROVED:
__________________________
Director of Utilities
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Jeff Bender
Chief Executive Officer
Todd Richardson
2/1/2022
CFO
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Schedule “A”
Description of Services; Fees and Payment Terms *
I. Software Services mean the following modules:
Modules Included:
- Compass Platform
- MeterSense MDM
- KPI Dashboard
- Leak Detection and Notification
- Outage Performance
- Transformer Loading Analysis
- Rate and Revenue Analysis
II. Customer shall pay the following Annual Subscription Fees during the Initial Term:
Annual Recurring Fees (includes support services) Amount
Software Annual Subscription Fee:
Year 1 $253,331
Year 2 $253,331
Year 3 $253,331
Year 4 $253,331
Year 5 $253,331
The Annual Subscription Fees are based upon the modules included (below), as well as the maximum meters,
channel and Interval lengths set out in SOW section 2.3 (Meter Configuration)
III. Customer shall pay the following Professional Services Fees:
Professional Services: One Time Initial Set-up Fees Amount
Professional Services provided per Schedule C of this Agreement. $457,400
* All charges are exclusive of out of pocket expenses for Professional Services performed. Charges for actual and reasonable out-
of-pocket expenses including, but not limited to, travel and lodging expenses will be billed monthly as incurred. All pricing is exclusive
of applicable sales, use or similar taxes. Customer is responsible for any such taxes that may apply; if Customer is tax exempt,
evidence of such tax exemption must be provided. Lapsed payments may lead to denial of access to the Service in accordance with
Section 16(b)(ii) of the Agreement.
** Travel expense is estimated not to exceed $80,000 but is not included section 3 (Fees, not to exceed compensation) to conform
with Smartwork’s accounting practices. Palo Alto will fund travel expenses under the contract’s contingency amount.
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IV. Payment Terms:
The Annual Subscription Fees will be due upon execution and thereafter prior to the anniversary date during the
Initial Term and each Renewal Term.
Professional Services Fees, and any applicable travel and lodging expenses, will be invoiced per the below
milestones tables and shall be due and payable thirty (30) days from the date of invoice.
Milestone Phase Services Percentage Due Services $ Due Subscription Fee %
Due
Contract execution and Issuance of
Notice to Proceed
Alpha 25% $114,350
Sensus Kick-Off Participation Alpha 5% $22,870
Software installation Alpha 2% $9,148 100%
SmartWorks Kick off Session held Alpha 3% $13,722
Initial DataSync and AMI integration
completed
Alpha 5% $22,870
UAT (Alpha) Alpha 10% $45,740
Delivery of requirements document Beta 5% $22,870
Completion of integrations Beta 8% $36,592
Completion of Functional Training Beta 5% $22,870
Rules Engine Training 2% $9,148
Completion of UAT Beta 10% $45,740
Bill Production for Customer Billing Beta 5% $22,870
Transition to Support Beta 3% $13,722
Discovery (Post Full Implementation
- PFI)
PFI 3% $13,722
Outage Performance module ready PFI 3% $13,722
Transformer Loading Analysis
module ready
PFI 3% $13,722
Rate and Revenue Analysis module
ready
PFI 3% $13,722
*The above table includes an additional 180 hours requested for above baseline training and reporting, and ESRI integration.
These additional hours can be used during Alpha, Beta, or PFI phases and will be tracked separately.
V. ADDITIONAL PROFESSIONAL SERVICE(S) FEES:
Any Professional Services that are not set forth in a Statement of Work are deemed to be additional Professional
Services (the “Additional Professional Services”). The Additional Professional Services may be provided on-site
or via the telephone or through on-line communication platform. Additional Professional Services provided via
telephone or through on-line communication platform shall be billed at the rate of two hundred and thirty dollars
($230) per hour. On-site Additional Professional Services shall be billed at two hundred and ninety dollars ($290)
per hour, plus applicable travel, lodging and per diem expenses. Professional Services performed one year or more
after the execution date of this Agreement shall be billed at the then current SmartWorks Professional Services
rates. Help line support and Support Services do not include training or other Professional Services.
In addition to the Professional Services Fees set out in a Statement of Work, Customer shall be billed a seven-
hundred and fifty dollar ($750) daily surcharge for any Professional Services provided on weekends or SmartWorks-
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recognized holidays, plus any applicable travel charges in accordance with Section 4 of the Agreement.
Additional Professional Services may include, but are not limited to, the following: software installation,
configuration, data validation, system setup, system balancing, interface setup, interface testing, process training,
customized reporting, application training and business requirements gathering.
VI. RESET OF TERM TO MATCH FISCAL YEAR:
Customer may request that SmartWorks match the annual invoicing of the Annual Subscription Fees with
Customer’s fiscal year. In order for Customer to elect to match annual invoicing with their fiscal year, Customer
must make said request to SmartWorks in writing and during the Initial Term of this Agreement. If such election is
made SmartWorks shall, a) issue a prorated invoice for any Subscription Fees due for the portion of the year
remaining in Customer’s current fiscal year, b) extend the then current term to expire at the end of the Customer’s
subsequent fiscal year, c) issue an annual invoice thereafter on the annual anniversary date of Customer’s fiscal
year for any Subscription Fees due, and d) reset future annual terms to expire at the end of Customer’s fiscal year.
Annual Subscription Fees are invoiced in advance of an upcoming annual term. Subscription fees shall be due and
payable thirty (30) days from date of invoice.
VII. Third Party Service Provider’s Online Privacy Policy: https://www.ibm.com/privacy/details/us/en/
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SCHEDULE “B”
SERVICES AVAILABILITY
1. Availability Requirement.
SmartWorks shall use commercially reasonable efforts to make the Services Available 100% of the time of
the time in any given calendar month as measured over the course of the total number of days in each
calendar month during the Term (each such calendar month, a “Service Period”), excluding un-Availability
as a result of any of the Exceptions described below in this Section 1 (the “Availability Requirement”).
“Service Level Failure” means a material failure of the Services to meet the Availability Requirement.
“Available” means the Services are available for access and use by Customer in a production environment.
For the purposes of calculating the Availability Requirement, the Services will not be considered un-Available
and no Service Level Failure will be deemed to have occurred in connection with any failure to meet the
Availability Requirement that is due, in whole or in part, to any: (a) Customer Cause; (b) Customer's Internet
connectivity; (c) a force majeure event (as described in Section 20(m)); (d) failure, interruption, outage, or
other problem with any software, hardware, system, network, facility, or other matter not supplied by
SmartWorks pursuant to this Agreement; (e) Routine Scheduled Downtime; (f) any interruption to the access
or use of the Services that occurs in a non-production environment; (g) Emergency Work; or (i) disabling,
suspension, or termination of the Services for cause by SmartWorks. For clarity, references to “Customer” in
this Schedule B include Authorized Users.
2. Customer Cause.
For the purposes of this Schedule B, “Customer Cause" means any of the following causes: (a) any negligent
or improper use, misapplication, misuse or abuse of, or damage to, the Services by Customer or its
representatives; (b) any interference or modification to or alteration of the Services by Customer or its
representatives; (c) any use of the Services by Customer or its representatives in a manner inconsistent with
the then-current Documentation; (d) any use by Customer or its representatives of any third party products that
SmartWorks has not provided or caused to be provided to Customer; or (e) any use by Customer of a non-
current version or release of Third Party Components, notwithstanding notice from SmartWorks that updates,
fixes or patches are required.
3. Service Level Failures and Remedies.
(a) In the event of a Service Level Failure, SmartWorks shall issue a credit to Customer in the amounts
set out in the table below (a "Service Level Credit"), provided however, that SmartWorks has no
obligation to issue any Service Level Credit unless Customer: (i) reports the Service Level Failure to
SmartWorks immediately on becoming aware of it; and (ii) requests such Service Level Credit in writing
within ten (10) days of the Service Level Failure (“SLC Request”).
Service Period Availability Service Level Credit (Percentage of Monthly
Payment of Annual Subscription Fee)
Equal to or greater than 99% 0%
Equal to or greater than 98% 4%
Equal to or greater than 97% 7%
Equal to or greater than 95% 15%
Less than 95% 20%
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The Service Period Availability is calculated by subtracting the total number of minutes that the Services
are un-Available in a Service Period from the total number of minutes in a Service Period and then
dividing the difference by the total number of minutes in a Service Period.
(b) Any Service Level Credit determined to be payable to Customer under this Agreement shall be
computed monthly, and Service Level Credit will be issued to Customer in the last calendar month of
the then current twelve-month period of the relevant Term. This Section 3 sets forth SmartWorks'
sole obligation and liability and Customer's sole remedy for any Service Level Failure.
4. Routine Scheduled Downtime.
For the purposes of this Schedule B, “Routine Scheduled Downtime” means a period of time during which
SmartWorks conducts routine system maintenance and for which SmartWorks has provided Customer
written notice a minimum of three business days prior to such period, which will be between 6PM and
midnight Central Time on weekdays and or any time on weekends, as agreed by the parties.
5. Factors Outside SmartWorks’s Reasonable Control.
For the purposes of this Schedule B, outages due to force majeure events include power surges or network
or device failure external to SmartWorks’ data centers. In the event of a force majeure event, SmartWorks
shall be entitled to take any actions determined, in its sole discretion, necessary or advisable to prevent,
remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security, or like
concern to SmartWorks’ hosting infrastructure resulting from such force majeure event (“Emergency Work”).
SmartWorks shall provide advance notice of such Emergency Work to Customer when practicable and
possible. SmartWorks shall not be held responsible for any deterioration of performance or un-Availability
during such force majeure events or Emergency Work.
6. Unauthorized Actions.
SmartWorks shall not be responsible for any un-Availability that results from Customer’s unauthorized action
or lack of action when required, or from Customer’s employees, agents, contractors, or vendors, or anyone
gaining access to the Services by means of Customer passwords or equipment, or otherwise resulting from
Customer failure to follow appropriate security practices. Although SmartWorks will use commercially
reasonable efforts to mitigate the effects of any such events, SmartWorks cannot guarantee that such events
will not occur. Accordingly, SmartWorks disclaims any and all liability resulting from or relating to such events.
7. Failure to Adhere to Requirements.
SmartWorks shall not be responsible for any un-Availability which results from Customer’s failure to adhere
to any required configurations, follow any policies for acceptable use, or use of the Services in a manner
inconsistent with the features and functionality of the Services (for example, attempts to perform operations
that are not supported, exceeding prescribed quotas, if applicable, or suspected abusive behavior) or
inconsistent with SmartWorks’ published guidance.
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SmartWorks will maintain a data security program for the Software delivered to Customer as Software as a
Service (SaaS) that will include reasonable administrative, physical, technical, organizational and other
security measures to protect against unauthorized access to, or destruction, loss, unavailability or alteration
of, any City Data processed or stored by the SaaS, it being understood that the SaaS relies on Third Party
Components which are delivered pursuant to the data security programs implemented and controlled by the
third party service provider of such Third Party Components and not by SmartWorks.
SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY,
SECURITY, AUTHENTICITY, AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED OR
STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. SMARTWORKS AND ITS THIRD PARTY
SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES
WHATSOEVER OF CUSTOMER’S OR ITS USERS’ CONNECTION TO OR USE OF THE INTERNET, AND
SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY
USE BY CUSTOMER OR ANY USER OF CUSTOMER’S INTERNET CONNECTION IN VIOLATION OF ANY
LAW, RULE OR REGULATION.
(h) Third Party Software. Customer agrees to comply with the terms and conditions regarding third party
software set out in Schedule ”F” to this Agreement, where applicable.
9. Delivery Schedule
The parties will mutually agree in writing upon a delivery schedule based on, among other things, the purchased
modules, required training and availability of both Customer and SmartWorks staff members.
10. Data Conversion Fees
SmartWorks may offer data conversion services for the purpose of migrating existing Customer data to a format
usable by the Software. The success of the data conversion effort is largely based on the format and quality of
the Customer provided data. Unless otherwise indicated, converted data is strictly limited to non-dollar amounts
and typically includes information such as names, addresses, and phone numbers. Only information explicitly
listed in this Agreement will be converted. In certain instances, initial cost estimates for a data conversion may
have been included in a professional services pricing proposal. Unless specifically included in this Agreement as
part of Schedule “A” and “C”, such cost estimates, and all prior data conversion cost estimates, are not binding
nor are they incorporated into this Agreement. Accordingly, SmartWorks shall notify Customer of the final data
conversion fees and costs after the Customer provided sample data is examined by SmartWorks to verify existing
Customer data formats and data integrity; but before data conversion efforts are commenced. In such event, and
upon receipt by SmartWorks of notice in writing from Customer that applicable data conversion fees are acceptable,
such data conversion fees (the “Data Conversion Fees”) shall be in addition to all fees currently stated in this
Agreement.
Any costs associated with obtaining the data from an existing Customer vendor are the responsibility of the
Customer. Sample data shall be provided in standard fixed length format with ASCII display characters only. Data
must be on a media formats readable by SmartWorks.
In the event a data re-conversion is required, for whatever reason, Customer will be billed at the Professional
Services Fee rate set out in Schedule “A” to this Agreement.
11. Professional Services & Support Services
(a) Professional Services and Support Services. Subject to the terms and conditions of this Agreement,
SmartWorks shall provide the Professional Services to Customer in accordance with Schedules “A” and “C”
and the Support Services in accordance with Schedule “D”.
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www.harrissmartworks.com
Statement of Work
for
SmartWorks Compass
Presented to
City of Palo Alto Utilities
June 28, 2021
Version: 1.0
SCHEDULE C
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Revision Control
Document Title: City of Palo Alto Utilities – SmartWorks Schedule “C” - Statement of Work
Document Owner: SmartWorks – Professional Services
Version Type Date Author Details / Comments
0.1 Draft 2020.11.18 V. Gagnier Initial draft for project scope
0.2 Draft 2021.01.07 C.Craig Included updated Infra specs
0.3 Draft 2021.02.04 V.Gagnier Updated Sections 1 Introduction, 2.3 Meter
Configuration during call with Palo Alto
0.4 Draft 2021.02.22 V. Gagnier Updated Sections
•2.3 Meter Configuration
•2.4 SmartWorks Compass Modules
•3 Software Integrations
during call with Palo Alto
0.5 Draft 2021.03.04 V.Gagnier Updated Section 3 during call with Palo Alto
0.6 Draft 2021.03.08 V. Gagnier Updated Section 2.1 to 2.6 during call with Palo
Alto
0.7 Draft 2021.03.09 V. Gagnier Reviewed during call with CPAU (Meter config)
0.8 Draft 2021.03.17 V. Gagnier Reviewed during call with CPAU
0.9 Draft 2021.04.19 V. Gagnier Reviewed with CPAU actions items required to
complete sections 1,2 & 3
0.10 Draft 2021.04.20 V. Gagnier Reviewed with CPAU sections 4,5,6,7
Finalized Meter Configuration and Billing
Determinants
0.11 Draft 2021.04.28 V. Gagnier Updated based on latest info provided
0.12 Draft 2021.05.10 V. Gagnier Reviewed action items during CPAU call
0.13 Draft 2021.05.18 V. Gagnier Updated with action items
0.14 Draft 2021.05.19 V. Gagnier Updated during call with CPAU
0.15 Draft 2021.06.09 V. Gagnier Updated during call with CPAU
0.16 Draft 2021.06.16 CPAU Closeout of CPAU-designated open
comments/approvals
0.17 Draft 2021.06.17 V. Gagnier Updated diagram in Section 3 and section 3.5
Customer Portal
0.18 Draft 2021.06.23 V. Gagnier Updated during meeting with CPAU
1.0 Final 2021.06.28 V. Gagnier Added Sensus kick off to section 2.8
Final review and formatting.
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Table of Contents
1.INTRODUCTION ............................................................................................................ 5
1.1. Glossary of Terms ..................................................................................................................... 5
1.2. Roles and Responsibilities ........................................................................................................ 8
1.3. Related Documents .................................................................................................................. 9
2.SMARTWORKS COMPASS IMPLEMENTATION SCOPE ................................................... 10
2.1. Environments ......................................................................................................................... 10
2.2. Storage ................................................................................................................................... 10
2.3. Meter Configuration .............................................................................................................. 11
2.4. SmartWorks Compass Meter Data Types .............................................................................. 12
2.5. SmartWorks Compass Modules ............................................................................................. 15
MeterSense MDM (Alpha/Beta) .............................................................................................. 15
KPI Dashboard (Alpha/Beta) .................................................................................................... 16
Leak Detection and Notification (Beta) ................................................................................... 17
Outage Performance (Beta or Post Full Implementation) ....................................................... 18
Transformer Loading Analysis (Beta or Post Full Implementation) ......................................... 19
Rate and Revenue Analysis (Beta or Post Full Implementation) ............................................. 20
2.6. Reporting ................................................................................................................................ 21
2.7. Project Deliverables and Work Products ............................................................................... 22
Deliverables ............................................................................................................................. 22
Work Products ......................................................................................................................... 22
2.8. SmartWorks Compass Training and Discovery Sessions ........................................................ 22
Kick Off Meeting ...................................................................................................................... 23
Compass Overview Session ..................................................................................................... 23
Discovery Session .................................................................................................................... 24
Functional and Process Training .............................................................................................. 24
UAT Acceptance Testing Support ............................................................................................ 24
Advanced Process Automation Rules Training ........................................................................ 24
3.SOFTWARE INTEGRATIONS ......................................................................................... 26
3.1. AMI Head End System (Sensus RNI) - Alpha, version 4.8 ....................................................... 27
3.2. Customer Information System (CIS) (SAP) ............................................................................. 28
CIS Synchronization Integration (Alpha) .................................................................................. 28
Billing Interface (MVRS file format) (Beta) .............................................................................. 29
3.3. Geographic Information System (GIS) Integration - ESRI ....................................................... 30
Base Map (Alpha) .................................................................................................................... 30
Meter Coordinates (Alpha) ...................................................................................................... 30
Transformer (Post Full Deployment) ....................................................................................... 30
3.4. The Weather Network (Alpha) ............................................................................................... 31
3.5. Customer Portal (SEW) –(Beta) .............................................................................................. 31
3.6. Perform integration of the MDMS to SAP BI to provide reporting data (Beta) ..................... 32
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4.PROJECT MANAGEMENT APPROACH .......................................................................... 33
4.1. Communication/Status and Relationship Management Approach ....................................... 33
4.2. Work Management Approach ............................................................................................... 34
4.3. Change Management Approach ............................................................................................ 34
4.4. Risk Management Approach .................................................................................................. 35
4.5. Acceptance Management Approach...................................................................................... 36
5.DELIVERY APPROACH .................................................................................................. 38
5.1. Implementation Approach – Phases, Deliverables, Key Milestones ...................................... 38
5.2. Implementation Methodology ............................................................................................... 38
5.3. Implementation Timeline ....................................................................................................... 40
5.4. Validation/Testing Approach ................................................................................................. 40
User Acceptance Testing Procedure ....................................................................................... 41
5.5. Software Progression and Configuration Management ........................................................ 44
5.6. Customer Resource Involvement ........................................................................................... 46
5.7. Project Completion Criteria ................................................................................................... 47
Completion Criteria Summary ................................................................................................. 48
6.ASSUMPTIONS............................................................................................................ 50
7.DOCUMENT ACCEPTANCE AND SIGN-OFF .................................................................... 52
APPENDIX A – CHANGE ORDER TEMPLATE ........................................................................... 53
APPENDIX B – ROLES AND RESPONSIBILITIES ....................................................................... 57
APPENDIX C – BILLING DETERMINANTS ................................................................................ 59
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1. Introduction
This Statement of Work (SOW) defines the work to be performed by the SmartWorks division of N. Harris
Computer Corporation (herein referred to as “SmartWorks”) for City of Palo Alto Utilities, (herein referred
to as “Customer” or “CPAU”). This SOW includes a high-level timeline and other Terms and Conditions
specific to the services requested by Customer.
This document serves as the complete understanding, between Customer and SmartWorks, as to what
the current Statement of Work entails. SmartWorks will use this document as reference for the
configuration and implementation of SmartWorks Compass (herein referred to as the “SmartWorks
Software”). This document will also be used by Customer to determine if the SmartWorks Software
provides the functionality requested and agreed to, per this document. If there are any issues during the
project lifecycle, this document will be used to determine if the issue is a configuration/development issue
or if the issue was not included as part of the current Statement of Work.
Changes to this document shall be made through a Change Management Process as described Section
4.3.
The implementation project will accomplish the following high-level objectives:
1)Install, configure and implement the SmartWorks Software as defined in Section 2.
a)The SmartWorks software will be installed at the SmartWorks Hosting Facility.
2)Initiate within SmartWorks Software the collection and management of register and interval read,
Voltage data from AMI Meters.
3)Integrate with:
a)Sensus AMI to import register and interval reads, import meter events/alarms, and to initiate
remote actions
b)SAP HANA CIS to import meter and location data and to provide billing determinants as required
c)ESRI GIS to integration with base maps URL and import GPS coordinates (latitude, longitude)
d)SEW Portal to provide interval read data
e)SAP BI to provide database information for reporting (see section 3.6 of the SOW)
4)Deliver system training designed to develop competency with the use and configuration of the
SmartWorks Software.
5)Provide support during User Acceptance Testing.
1.1. Glossary of Terms
Acceptance Testing
Period
A defined period of time to perform User Acceptance Testing on the
Solution including testing in a live pre-production environment.
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Actual Solution
Acceptance Date
Date that written acceptance by Customer is received by SmartWorks that
Solution substantially meets the Functional and Integration Requirements
Document, and substantially satisfies the testing criteria set forth in the
Solution Acceptance Criteria.
Billing Determinant
The measure of consumption used to calculate a customer’s bill. A billing
determinant is either;
•A register read; or
•A value calculated by the MDM for billing purposes based on interval
and/or register read data. If rates are blocked, seasonally
differentiated, time-differentiated, consumption vs generation, or
separated by demand and energy measures, then the billing
determinants are organized in the same fashion.
Change Management
Process
The process outlined in section 4.3 of the SOW, which SmartWorks will
follow for any proposed changes to the SOW.
Deliverable An item created during the project that requires formal review and
approval by Customer.
Deliverable
Acceptance Criteria
Criteria by which Customer determines that the Deliverable provided by
Consultant is in accordance with this Statement of Work.
Deliverable
Acceptance Criteria
Document
A central listing of all Deliverables and Work Products developed by and
maintained throughout the project.
Detailed Project Plan
A baseline plan created by SmartWorks in collaboration with Customer
during the Initiation and Build phase of the project. The plan establishes
the implementation timeline (including certain milestones) for the project.
Expected Solution
Acceptance Date
The date, identified in the Detailed Project Plan, by which the Parties
expect Solution Acceptance to be achieved.
Functional Testing Test the core Solution components (configuration, interfaces, reports, and
modifications) against agreed upon requirements.
Go-Live Plan
Document
A Deliverable identifying and describing the activities to be performed
during the Deployment phase of the project.
Integration Testing Test the end-to-end process based on business processes and scenarios
against the agreed upon integration requirements.
Interval Read Data
A meter read showing the consumption over a defined period of time,
demand, or interval, normally 60 minutes, 30 minutes, 15 minutes or 5
minutes.
Typical units of measure include kilowatt-hours (kWh) for electric meters,
Gallons/cubic foot or cubic meter for water meters.
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Meter Channel
Unique stream of meter read data, with corresponding UOM (Unit of
Measure), provided by meters and stored under a unique Channel ID
within SmartWorks Compass.
Each channel can consist of consumption data (referred to as consumption
channel) or a demand data (referred to as demand channel).
Meter Event
An anomalous network situation or notification reported by an AMI meter;
for example, issues related to quality of supply, security failures, fraud,
meter tampering, leaks, reverse flow, no flow or issues with network
communications. Meter events are collected and reported by Customer’s
AMI system as part of the routine meter interrogation cycle.
Post Implementation
Grace Period
Calendar days after acceptance Date for each phase in which SmartWorks
Software is operating as Customer’s primary operating system with
respect to functionality contained herein.
Register Read Data
A value provided by the meter that is shown on the meter’s faceplate, and
hence can be validated by the customer by visual inspection of the meter.
This can include:
•Cumulative Consumption Register Read – total measured consumption
since the meter was manufactured or refurbished (Typical units of
measure include kilowatt-hours (kWh) for electric meters, Gallons/
cubic foot or cubic meter for water meters.)
•Time of Use Consumption Register (total consumption during a
specific time of use window)
Solution The set of related software programs and services contained within in this
Statement of Work.
Solution Acceptance
Customer determination by written acknowledgement that the Solution
provided by Consultant performs in accordance with the Functional and
Technical Requirements developed for this Statement of Work and any
applicable Documentation.
Third-Party Vendor Any vendor or organization that is not part of SmartWorks or Customer
Unit Testing
Ad hoc testing of individual Solution components prior to Functional
Testing, to validate that each component meet the specifications set forth
during the project.
User Acceptance
Testing
Testing to validate that Solution behaves per agreed-upon requirements as
defined in the Functional and Integration Requirements Document based
on the test cases and selected scenarios.
Voltage Volt-hour interval data included with the periodic meter data delivery
(Min/Max/Average or Instantaneous)
Work Product An item created during the engagement that is reviewed by Customer but
does not require formal approval by Customer
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1.2. Roles and Responsibilities
The activities to be carried out are detailed in each section of this SOW. The table below defines the
associated roles and responsibilities at a high level. References to the corresponding sections of the SOW
are included when a more detailed description is required.
Note: Changes to team personnel will be carefully evaluated by both parties, in the context of the project,
and will be provided to Customer for consideration in advance of any changes.
Responsibility Role
Define scope of work with CIS Vendor under a separate agreement.
This includes development of the integrations listed in this SOW as well
as integration with the AMI head end system for meter provisioning.
Project Manager
(Customer)
Establish Detailed Project Plan Project Managers
(SmartWorks/Customer)
Ensure resources are available to carry out tasks defined in section 5.6
Customer Resource Involvement
Project Manager
(Customer)
Engage in tasks defined in section 5.6 Customer Resource Involvement Project Core Team
(Customer)
Ensure resources are available to perform work as defined in SOW Project Manager
(SmartWorks)
Ensure assistance and cooperation by Third-Party Vendors (including
AMI, CIS and GIS)
Project Manager
(Customer)
Participate in weekly project calls Entire Project Team
(SmartWorks/Customer)
Configure Virtual Private Network (VPN) to enable customer access to
the SmartWorks Hosting Facility (applications on the SmartWorks
Hosting Facility may not be exposed on the internet).
IT (Customer)
Perform initial install in SmartWorks Hosting Facility Infrastructure specialist
(SmartWorks)
Install Software Modules as per section 2 SmartWorks Compass
Implementation Scope
Consultants (SmartWorks)
Provide deliverables as defined in section 2.7 Project Deliverables and
Work Products
Consultants (SmartWorks)
Provide AMI infrastructure and meter data Metering (Customer via
AMI vendor)
Provide input data for integration points as defined in section 3 Software
Integrations
Project Team (Customer)
Install and configure integration points as defined in section 3 Software
Integrations
Consultants (SmartWorks)
Perform functional and integration testing Consultants (SmartWorks)
Perform User Acceptance Testing Project Team (Customer)
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Responsibility Role
Provide support during User Acceptance Testing Consultants (SmartWorks)
Perform configuration updates once training has been delivered and
User Acceptance Testing is completed.
Note: Guidance will be provided by SmartWorks until the project is
deemed completed.
Project Team (Customer)
1.3. Related Documents
Related documents to the SOW are:
1) Harris-SmartWorks Subscription Agreement
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2. SmartWorks Compass Implementation Scope
The scope of this Statement of Work is to implement the SmartWorks Software Solution for the Customer
and to train the key people on the operation of the SmartWorks Software. The Customer will procure and
install their respective advanced meters and supporting network infrastructure.
2.1. Environments
SmartWorks will deploy two (2) instances of the SmartWorks Software at the SmartWorks Hosting Facility
in the United States: (1) Test instance and (1) Production instance.
Note that the intent of a test environment is to test new or existing functionality with a minimal set of
data representative of the meter population prior to a production update.
The Test and Production environment specifications are shown in the Server Specification Assumptions
table below. The use of the test instance as a copy of production with a full set of data and corresponding
full dataset processing is not included in the scope of work. Server specifications and associated hosting
costs, if applicable, included in our proposal are based on these assumptions. Changes to the
environments may be brought into scope using the Change Management process described in section 4.3.
Server Specification Assumptions
Live Storage Meter Population Integrations VEE
Test instance
(Beta)
12 months Meter Deployment
following table in
Section 2.2
Integrations defined in
Section 3, not real time.
Real-time integrations only
enabled/active as required
e.g. DataSync, real-time
events, remote actions
Note: The test instance will
connect to QA SAP CIS
Enabled as
required
Production instance 3 years Meter Deployment
following table in
Section 2.2
All integrations defined in
Section 3.
Enabled
2.2. Storage
The SmartWorks Software will be capable of importing, processing and storing thirty-six (36) months of
meter usage data for the meters, interval length, and channels reflected in the table in section 2.3 Meter
Configuration. Each instance will be sized appropriately to manage this volume of data. Changes to the
table below that may affect the size of the SmartWorks Hosting Facility will be made in accordance with
by the terms and conditions of the Hosting Services Agreement.
Changes to storage and data processing requirements including storage duration, meter counts,
configuration of intervals length or number of channels impact the storage requirements submitted with
our proposal. These may be brought into scope using the Change Management process described in
section 4.3.
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An archive and purge process will be used for data older than thirty-six (36) months. Archived data will
be recoverable for a period of five (5) years after the date of archive, after which it will be purged.
To restore a location’s data, users have the ability to enter the Location Number or meter ID. Once the
restore execution is complete, all data for the selected meter ID, or for all meters associated with the
selected location, will now be available in the system again, and can be viewed in graphs, tables, or other
reports. This data will remain in the system indefinitely and will be excluded from further data purge
processes. Users also have the ability to configure a “Data Purge Exclusion Meter List”.
2.3. Meter Configuration
The SmartWorks Software is capable of importing, processing and storing meter usage data based on the
interval length and channels submitted with our proposal and defined below.
Initial
Meter
Count
Commodity Service
Type
AMI Read
Channels
Voltage Interval Daily Number of
processed Interval
Reads
25,000 Electric RES KWH VOL 15 2,400,000
(1*25K*24*4)
1,800 Electric NEM KWH
KWH_RCVD
VOL 15 345,600
(2*1.8K*24*4)
3,000 Electric C&I KWH
KVRAH
VOL 15 576,000
(2*3.0K*24*4)
1,000 Electric C&I KWH
KVRAH
VOL 5 576,000
(2*1.0K*24*12)
20 Electric Comm
Solar
KWH
KWH_RCVD
KVARH
KVARH_RCVD
VOL 15 7,680
(4*20*24*4)
45,000 Water
Gas
ALL CCF
(1/100 CCF)
N/A 60 1,080,000
(1*45K*24)
~5,850 Electric Virtual 60 280,000
(2*5,850*24)
~650 Electric Virtual 15 124,800
(2*650*24*4)
Notes:
The total number of daily processed reads is estimated at 5,390,080 x 2 = 10,780,160 raw and processed
reads
VOL data is stored in a separate table than meter reads (see section 2.4)
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2.4. SmartWorks Compass Meter Data Types
For each meter provided in the datasync process, there are five (5) different record types supported in
Compass MDM:
•INT (Interval reads),
•REG (Register reads),
•VOL (Voltages),
•EVN (Meter events)
•OMD (Other Meter Data values).
The SmartWorks Compass record layout for each of these six record types is detailed in the tables below.
Raw Interval Reads
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'INT' for interval reads.
Meter_id String (Not exceeding 30
characters)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Channel_id Integer Channel identifier. A meter must have
only one channel identifier with a given
unit of measure. Data with different units
of measure must each have their own
channel identifier.
Read_dtm Date/Time Date and time of the end of the interval,
in the meter's local standard time (not
including daylight savings) or UTC.
Preferred format is: "yyyy/mm/dd
hh24:mi:ss".
Read_value Decimal (any precision) Numeric value representing the meter
reading (either consumption or max
demand, depending on the channel's Unit
of Measure) for the interval.
UOM String (not exceeding 30
characters)
Unit of measure for the reading. For
example, KWH, KW, KVAR, KVA, GAL, M3,
FT3
Source_collector_id String (not exceeding 30
characters)
Unique identifier of the data collection
device that obtained this meter reading
(optional).
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Raw Register Reads
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'REG' for register reads.
Meter_id String (Not exceeding 30
characters)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Channel_id Integer Channel identifier. A meter must have
only one channel identifier with a given
unit of measure. Data with different units
of measure must each have their own
channel identifier.
Read_dtm Date/Time Date and time the meter’s register was
read, in the meter's local standard time
(not including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Read_value Decimal (any precision) Numeric value representing the meter
register reading, which should match the
meter's faceplate value at that time.
UOM String (not exceeding 30
characters)
Unit of measure for the reading. For
example, KWH, KW, KVAR, KVA, GAL, M3,
FT3
Source_collector_id String (not exceeding 30
characters)
Unique identifier of the data collection
device that obtained this meter reading
(optional).
Voltages
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'VOL' for register reads.
Meter_id String (not exceeding 30
chars)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Read_dtm Date/Time Date and time associated with the
voltage, in the meter's local standard time
(not including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Phase String (not exceeding 3
chars)
Indicator of the phase of the voltage
reading (for example, A, B or C). If
unknown and the meter is a single-phase
meter, specify 'X'.
V_current Decimal (any precision) Instantaneous voltage value as of the
read_dtm. Can be null, if min/max/avg
values are defined.
V_min Decimal (any precision) Minimum voltage for the time period
ending at read_dtm and starting as of the
previously supplied record. Can be null if
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Field Name Field Type Description
v_current is supplied, and min/max/avg is
not available.
V_max Decimal (any precision) Maximum voltage for the time period
ending at read_dtm and starting as of the
previously supplied record. Can be null if
v_current is supplied, and min/max/avg is
not available.
V_avg Decimal (any precision) Average voltage for the time period
ending at read_dtm and starting as of the
previously supplied record. Can be null if
v_current is supplied, and min/max/avg is
not available.
Source_collector_id String (not exceeding 30
chars)
Unique identifier of the collector device
that
Meter Events
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'EVN' for meter events.
Meter_id String (not exceeding 30
chars)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Channel_id Int Where applicable, indicate the channel ID
associated with this event. In most cases,
the event is associated at the meter-level,
and not with a particular channel. In such
cases, just put "1".
event_dtm Date/Time Date and time associated with the event,
in the meter's local standard time (not
including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Event_tp String (not exceeding 30
chars)
Text indicating the type of event
(example, 'Tamper', 'Outage', ‘Leak’, etc.)
Event_Comments String (not exceeding 256
chars)
Text description of the event. If none is
available, just duplicate the value in the
Event Type field.
Other Meter Data
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'OMD' for other meter
data.
Meter_id String (not exceeding 30
chars)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Value_Type String (not exceeding 30
chars)
Identifier of the type of other meter data
-i.e. "blink count, current".
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Field Name Field Type Description
value_dtm Date/Time Date and time associated with the data
value, in the meter's local standard time
(not including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Value_qty Decimal Numeric value indicating the quantity of
the data value.
UOM String (not exceeding 8
chars)
Unit of measure for the data value.
Source_collector_id String (not exceeding 30
chars)
Unique identifier of the collector device
that obtained this meter data value
(optional).
2.5. SmartWorks Compass Modules
The following SmartWorks Compass Software modules will be installed and configured as part of the scope
of this engagement:
•SmartWorks Compass, including the following modules:
•MeterSense MDM
•KPI Dashboard
•Outage Performance
•Transformer Loading Analysis
•Leak Detection and Notification Module
•Rate and Revenue Analysis
This section includes a description of each module as well as their corresponding Pre-requisites and
Assumptions.
MeterSense MDM (Alpha/Beta)
SmartWorks will install and configure MeterSense MDM module.
Module Functionality includes:
•Support meter deployment
•Reports to help ensure that meters are provisioned correctly and communicating in the field
•Monitor AMI Performance
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•Report on number of reads delivered compared to AMI Service Level Agreement
•Enable Meter-to-Cash
•Validation of reads, billing determinants and customer service support
•Alert via Meter Events
•Store and report on Tampers, Leaks, error and other meter flags
2.5.1.1. Pre-Requisites & Assumptions
•Meter reads are imported from the AMI as defined in section 3.1 AMI Head End Systems.
•Meter events are imported from the AMI as defined in section 3.1 AMI Head End System.
•Meters installation/removal are synchronized with the system of record as defined in
sections 3.2.1 CIS Synchronization Integration.
•After installation of MeterSense MDM by SmartWorks, meter reads validation routines (VEE
–Validate, edit, estimate) as defined in SmartWorks User-Guide VEE will be available for
configuration.
•Data will be presented in the MeterSense MDM reports based on the modules identified in
this Statement of Work and the availability of the data described in section 3 Software
Integrations.
KPI Dashboard (Alpha/Beta)
SmartWorks will install and configure the KPI Dashboard module. The KPI Dashboard enables the user to
configure one or more dashboards to display information on Key Performance Indicators (KPIs). A KPI is
a metric that is represented by a One-Dimension or Two-Dimension Visualization component:
•One-Dimension KPI Visualization includes: Numeric, Thermometer, or Speedometer
•Two-Dimension KPI Visualization includes: Area, Bar, Column, Scatter, Pie, or Table
For each KPI, a panel of information is available. This includes:
•Value of the KPI displayed as a numeric value, speedometer graphic or thermometer graphic.
•If a drilldown link was defined when the KPI was registered, clicking anywhere on the value will
launch a window with the drilldown page.
•Color coded value (red/yellow/green), depending on settings.
•Max/min statistics and trend area.
•Secondary KPI value, where configured. If the secondary KPI value has been defined with a drilldown
link, clicking on the value will launch a window with the drilldown page.
Information on a KPI can be shared via email on a scheduled basis or threshold-driven exception
basis.
A set of standard KPIs are made available with the application. These are arranged into a set of standard
dashboards. It may be that not all dashboards or KPIs are applicable to a utility depending on available
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information, modules deployed, and integrations performed. Users may configure their own dashboards
from the available KPIs.
2.5.2.1. Pre-Requisites & Assumptions
• Deployment of the Compass Framework, if not already in place.
• Population of any data required for calculation of KPIs as per section 3 of this SOW.
Leak Detection and Notification (Beta)
SmartWorks Compass provides an analytical software solution that identifies leaks both from meter
notifications and using intelligent data analysis. A prioritized list of customers to be contacted is then
produced, filtered for false positives and duplicates, and refined on an ongoing basis to eliminate wasted
effort.
Functionality Delivered:
• Import Leak Events from AMI meters if available.
• Monitor for Continuous Consumption, with parameters configurable by group.
• Generate Leak Notifications using either or both approaches above.
• Provide notification summary reports to utility personnel
• Customer notification:
o The MDM will provide a csv report to Customer portal as per section 3.5 of this SOW. This
will enable the utility to send notifications to customers using CPAU customer portal.
• Registered Report: Customers that have received Leak Notification but the leak still persists for a
selected period of time (default to 3 days).
• Leak Detection KPI Dashboard, displaying.
o Leaks Detected: Number of locations with a suspected leak.
o Average Leak Time: Average time of leak, based on Continuous Consumption statistics.
o Average Leak Volume: Average leak volume, takes the average of each interval that
reported a Continuous Consumption failure.
o Leak Notifications Sent: Leak Notifications sent to customers. This KPI is based on a rule
specifically created for customers that emails the leak notification to customers, reported
on a daily basis. Customer will import customer/account/location information from the CIS.
o Leak Events Yesterday: Total Volume of all leak events over the past 24 hours.
o Total Leak Volume: Total Volume of all reported Continuous Consumption failures over the
previous 6 months time span.
o Average Leak Volume: Average leak volume of all reported Continuous Consumption
Failures over the previous 6 months.
Implementation
• Consultant will implement and configure the above functionality.
• Consultant will train customer on module functionality and uses.
• Consultant will support customer testing.
2.5.3.1. Pre-Requisites & Assumptions
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•Deployment of the Compass Framework by SmartWorks, if not already in place.
•Utilization of Leak Notifications from meters requires meter-generated leak notifications to be
delivered to the SmartWorks Compass Framework via standard Advanced Metering Infrastructure
integration methods.
•Utilization of usage data analysis for leak notification requires hourly (or finer) interval usage data to
be delivered to the SmartWorks Compass Framework via standard Advanced Metering
Infrastructure integration methods.
•Map views require latitude/longitude information for each meter to be available via synchronization
with the system of record.
•Customer communications for notification of leaks is assumed to leverage existing customer
communication approaches. SmartWorks will provide a .csv file to Customer Web Portal to advise of
Leak Events. Customer Web Portal will be configured to notify the end customer of such leaks.
•Synchronization exists with CIS for association of meters with locations and accounts, plus the status
of the account (active/inactive).
•Customer contact details must be accessible by Compass for any customer communications sent by
Compass.
•If available, registration data (name, email, status, active date, inactive date) will be synchronized
with the system of record. Otherwise, registration will be managed manually within Compass.
Outage Performance (Beta or Post Full Implementation)
Automatically track outage signals from AMI & customer calls, streamline response and measure
performance.
When receiving alarms, Compass will create an outage table with a place for a ‘restore’ event, which will
be updated when a restore event is received from the meter.
Customer will use business as usual processes to address the outage and notify dispatch that the outage
has been addressed.
Confirmation of Restoration
Compass will look for a high volume of restores followed by a reduction in restore events to a threshold
of restoration messages/minute.
Compass will use an asynchronous On-Demand read request to ping all devices assigned to a
transformer that have not provided a restore message afterwards. Compass will throttle requests to
batches of not more than 500 meters.
Functionality delivered:
•Map Views for Current Outages and Current Outages with recent restorations
•Event Summary by Event Type, grouped by Meter
•Event Listing for Outage Events
•Outage Statistics
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•KPI Dashboard for Outages
•Meter Ping to Confirm Restoration of Power
Implementation
The AMI will send meter events (Outages) through MultiSpeak 3.0 or 4.1 to Compass near real-time.
(Additional charges will be included for Non-MultiSpeak options)
The customer is required to provide the following to Compass during implementation:
•Outage and Restoration Mappings (i.e., what’s considered an outage? Last Gasp, etc.)
•Outage Event Time Tolerance (to avoid duplicates)
o How long has the outage occurred
•The Meter (Lat/Long) would need to be displayed for the map
•In the event of an outage, Compass can set restoration on demand read by pinging a meter (with
response) and set a restore time. CMEP event will still be required for back-up/redundancy
purposes.The high volume (high-level threshold and drop-off threshold) will need to be quantified
and Compass will need to be notified during a restoration check.
•The customer will need to identify what an outage is in order to for Compass to adequately provide
corresponding reports and statistics
•Compass will not be responsible for MultiSpeak events not sent by the AMI during an outage.
•Consultant will support customer testing.
2.5.4.1. Pre-Requisites & Assumptions
•The AMI will filter meter events before forwarding them to Compass.
•Deployment of the Compass Framework by SmartWorks, if not already in place.
•Population of any data required.
•Datasync must already be in place.
•ESRI based GIS for use is required for base maps.
•On-Demand reads will be accepted by MultiSpeak
Transformer Loading Analysis (Beta or Post Full Implementation)
The SmartWorks Transformer Loading Analysis module continually analyzes loads on distribution
transformers and identifies those at risk of failure, resulting in improved system reliability and better
asset utilization. SmartWorks Transformer Loading Analysis uses AMI data, power factor and distribution
network mapping to analyze transformer loads in relation to their ratings. Analytical calculations are
run in the background so that detailed dashboards can be viewed on demand. You can interrogate the
system to identify reliability risks and plan their mitigation strategy, or leave it to the system to
monitor loads on a continual basis, then serve up notifications based on configurable parameters.
•KPI Dashboard of Overloaded and Underloaded transformers, based on combination of
o Peak level
o % time above Optimal Operating Band (OOB)
o Drill downs from KPIs.
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• Transformer Loading Dashboard
o KPIs for
Qty of Tfrs peaking above 200%
Qty of Tfrs >10% over OOB
Qty of Tfrs >90% below OOB
• Map of Transformers by Load
• Map of Transformer-Meter relationships
• Transformer Contributors graph
• Watch-list of transformers implemented with Markers
• Prioritized Replacement list implemented with Task Manager
Implementation
• Consultant will implement and configure the above functionality.
• Consultant will train customer on module functionality and uses.
• Consultant will support customer testing.
2.5.5.1. Pre-Requisites & Assumptions
• Deployment of the Compass Framework, if not already in place
• Population of any data required for Transformer Loading calculations, including interval
reads for meters
• To enable the Transformer Loading Analysis functionality, Customer’s GIS must provide
the following from the datasync on at least a daily basis:
transformer assets, including KVA rating
date-driven relationship between transformer and AMI meter/location, including
active and inactive dates.
Note: The history also needs to be provided, but if not possible, it will be inferred
based on the datasync date
• Interval data from AMI meters need to be provided, particularly the KWH, KVARH, KVAR,
and KVAH, when available.
• Configuration of virtual interval channels for unmetered loads (e.g., streetlights, leased
lights) and non-AMI meters
• A specific group for the transformer needs to be configured.
Rate and Revenue Analysis (Beta or Post Full Implementation)
The Rate & Revenue Analysis module enables a user to model billing rates and apply those rates to
consumption profiles that have been imported from other systems. Rates may be applied over user-
definable timeframes. This allows the user to compare multiple rates for a single consumption pattern.
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The rates modeled in SmartWorks Compass can incorporate blocks, tiers, TOU, demand, peak time
pricing, flat fees, service charges and taxes. However, for some rates they may represent
approximations. They are intended for decision support and may not mirror exact billed amounts.
The user may also use this module to pre-calculate and store pseudo bills by applying one or more rates
to one or more consumption profiles for one or more definable time periods. Standard reporting
provides comparisons of these calculated bills to assess the impact on utility revenue for different
scenarios. Scenarios may include groups of customers switching from one rate to another; changing the
parameters that constitute a rate, or introducing a new rate to a group of customers.
Implementation
• Consultant will implement and configure the above functionality.
• Consultant will train customer on module functionality and uses.
2.5.6.1. Pre-Requisites & Assumptions
• Deployment of the Compass Framework by SmartWorks, if not already in place.
• AMI Interval Data is required. If this is not available, consultant can create pseudo interval data for
periodic consumption information for an additional cost.
• Customer is currently synchronizing CIS or other system of record information for meter location
cross references and accounts, plus the status of the account (active/inactive).
• Customer will provide a list of rates or their rate structure in advance of implementation.
2.6. Reporting
All standard reports available within the SmartWorks Software will be made available for all licensed
modules.
Examples of standard reports include but is not limited to:
• Continuous Usage
• Meter Events and Alarms
• Meters With Estimated Intervals
• Meters Failing Validation
• Register Validation Failures
• Interval Validation Failures
• Interval Bar Graph
• Raw Vs Processed Reads Report
A scope of 50 hours will be assigned to the design, development, and testing of custom reports or custom
queries based on Customer reporting requirements gathered during the Discovery Session and
throughout the course of the project. This includes the development of custom KPI Dashboard reports.
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Requirements for custom reports must be defined prior to each Testing phase, but no later than the
transition to Support at the end of the Beta phase.
Customer can decide to re-assign all or parts of these hours to other project activities, such as additional
remote training.
No custom reports have been identified for delivery. However, if during the project, Customer identifies
a requirement for a custom report, the services can be brought into scope using the Change Management
process described in section 4.3.
2.7. Project Deliverables and Work Products
The following deliverables, milestones and work products are included in this project. Deliverables are
items created during the project that may require formal review and approval by the customer. Work
products are items created during the project that are reviewed by the customer but do not require formal
approval by the customer.
Deliverables
The following list identifies the key deliverables associated with this project:
•Functional and Integration Requirements Document
•SmartWorks Software installation
•SmartWorks Software configuration
•SmartWorks Software integration as defined in section 3
•SmartWorks Software End-User Training
Work Products
The following list identifies the key work product documentation associated with this project:
•Project Schedule
•Acceptance Criteria Document
•Test Case Scenario Checklist
•Testing Plan
•Training Plan
•Training Material
•SmartWorks Software User Guides
•Go-Live Approach Document
2.8. SmartWorks Compass Training and Discovery Sessions
To enable users to effectively use the software both during acceptance testing and in a production
capacity, SmartWorks will provide end-user training as part of this project. Onsite and remote training
sessions will be provided the Customer as outlined in the table below.
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Activity Location Phase Length
(Business Days)
Sensus Kick Off Meeting Remote Alpha Individual
meetings up to
4hrs total
Kick Off Meeting Onsite* Alpha 1 day
SmartWorks Compass Overview Session Remote Alpha 0.5 day
Alpha UAT Support Remote Alpha 2 days
Discovery Session Onsite* Beta 3 days
Functional and Process Training Onsite* Beta 3 days
Advanced Process Automation Module Training Onsite* Beta 2 days
User Acceptance Testing (UAT) Support Remote Beta 10 days
Discover Session – Post Full implementation Onsite* Post Full
Implementations
2 days
Functional and Process Training – Post Full
Implementation
Onsite* Post Full
Implementations
3 days
User Acceptance Testing (UAT) Support Remote Post Full
Implementations
5 days
Note: Onsite sessions will take place when safe and appropriate. The onsite sessions can be replaced with
remote online sessions upon agreement between SmartWorks and Customer.
Kick Off Meeting
The purpose of this onsite meeting is to introduce project team members and review the MDM project at
a high level. Topics include scheduling, methodology, milestones, communication plan and short term
focus.
Additional topics can also include a demo of the SmartWorks Software, as well as a review of
infrastructure components, including the Solution Architecture Diagram.
Compass Overview Session
The Overview Training is held with the core user group when initial configuration is complete. This session
occurs during the Analysis phase and is held remotely.
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The overview training session provides users an overview of current system functionality. Upon conclusion
of this session, users are able to dive into the SmartWorks Compass platform and understand existing
configuration.
Discovery Session
The purpose of the Discovery Session is to demonstrate existing functionality and elicit feedback for
updates to functionality. Emphasis is placed on understanding existing customer business process and the
impact to the process due to SmartWorks Compass is documented in the Functional requirement
documents.
Functional and Process Training
During the Functional and Process Training, up to 12 users will be provided training on the SmartWorks
Software. System Navigation will be reviewed as well as the main business functions of the solution.
Following the Functional Training, the Business processes and use cases applicable to Customer will be
reviewed.
Topics typically covered in this training include:
•SmartWorks Software Overview
•Data Setup
•Meter Reads & Validating, Estimating, Editing – VEE
•Billing & Customer Service Functions
•Using Maps and Reports
•Advanced Reporting
•System Administration
•Sessions specific to each SmartWorks Compass module defined in section 2.3
•Process Automation Overview
UAT Acceptance Testing Support
SmartWorks will be available to provide remote support during the UAT phase, as described in section
5.4, for the length define in the summary table included in section 2.8.
Advanced Process Automation Rules Training
The Advanced Process Automation Rules Training course is a two-day technical course on rules
development designed to enable participants to become competent at developing rules for SmartWorks
Compass modules.
The topics include:
1.Overview of Rules Engine as a tool, Lifecycle of a Rule, Rule Components
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2.SmartWorks Compass Data Schema/Data Flow/ Rules Performance Management
a.Applications of Rules
b.AMI System Performance
c.Responding to VEE exceptions
d.Meter Events and Alarms
3.Data Analysis
4.Data Safety Practices
The course will be delivered following rules design themes so that participants understand the
construction of rules and can apply those design themes to any functional application and will include
hands on exercises and an exam.
The Advanced Process Automation Module Rules Training course will be delivered to up to 3 participants.
The intent is to train individuals within an organization to create a “rules engine technician”, who can take
business requirements from business lines develop a rule that meets the business needs. Customer
should only need 1 to 3 technicians.
Competency with SQL and a basic understanding of databases are pre-requisites for participants in the
Advanced Process Automation Module Rules Training course.
Customer should also have several “rules champions”, who represent a business unit. The rules champions
will be trained on the capabilities of the Rules Engine during the Functional and Process training course.
These business unit rules ‘champions’ would be responsible for finding ways to improve their business
and then passing the requirements to the rules engine technician (i.e. the 1 or 2 people trained by this
course). The technician creates the rule. The champion tests and signs off on the rule.
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3. Software Integrations
The following diagram provides a summary of the different integration points in scope for this project:
During software integration:
• Customer will act as or provide an integration coordinator who will be responsible for
overseeing integration communications for this project.
The integration coordinator role consists in securing, as required and in a timely fashion, the
assistance and cooperation of third-party vendors. A change order may be required if a third-
party vendor is unavailable or non-cooperative and causes an impact to the project schedule or
effort.
• SmartWorks will provide advice and recommendations regarding its experience and leading
practice.
SmartWorks will make a reasonable attempt to provide sufficient lead time when making
requests for assistance from third-party vendors. When deemed appropriate by Customer,
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SmartWorks will also work directly with third-party vendors if direct communication will result
in efficient execution of the project.
Any version changes to integrating systems that occur during the project will be reviewed by SmartWorks
and may require a change order if integration updates or re-testing activities are required.
The following Integrations are included in the project scope for the project:
3.1. AMI Head End System (Sensus RNI) - Alpha, version 4.8
SmartWorks Software will integrate with the AMI Head End System to:
•Meter reads: Import the current day’s readings as well as older reads that were previously missed.
Interval and daily midnight register read data will be received from AMI Head End system.
•Meter events: Import meter event data from AMI Head End. Examples include alerts such as tamper,
leak, outage, restore, etc. Specific alarms will be defined between Sensus and Customer. Real time
outages will not be provided by the AMI, however outage information will be included as part of the
CMEP file.
•Voltage: Import the current day’s voltage reading.
•Remote action: Where the functionality is supported by the meters or compatible others,
SmartWorks Software will integrate with the AMI Head End to perform On Demand reads and Remote
Connects & Disconnects.
Integration Initiator Type(s) Protocol Frequency
Meter Reads AMI CMEP Read File sFTP 1-4
times/day
Voltage AMI CMEP Voltage File sFTP 1-4
times/day
Meter Events AMI CMEP Event File sFTP 1-4
times/day
Meter Events AMI Real Time events
(to be defined during
Workshops with the AMI
e.g. Tamper, Leak,)
MultiSpeak® methods 4.1 Real Time
Remote Actions AMI OnDemand read MultiSpeak® methods 4.1 Real Time
Remote Actions AMI Remote Disconnect MultiSpeak® methods 4.1 Real Time
Remote Actions AMI Remote Connect MultiSpeak® methods 4.1 Real Time
If flat files are used for providing meter data, the initial files (midnight register reads and interval reads)
are expected to be delivered by 5:00am (local time) or an agreed upon time suitable to Consultant and
Customer in order for the SmartWorks Software to perform the VEE process. The AMI Head End may
deliver files at multiple times during the day in order to collect the maximum amount of meter data.
It is assumed that the applicable AMI Head End version will be installed on the Customer system in time
for Consultant to perform its development and testing activities.
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3.2. Customer Information System (CIS) (SAP)
In collaboration with Customer or Customer’s agent(s), Consultant will provide the following integrations
with Customer’s CIS. The integrations will require ongoing support from the CIS vendor through the
SmartWorks integration project.
Summary of integrations
Integration Initiator Type Protocol Frequency
DataSync CIS Creates .csv datasync files sftp 1-3 times/day
DataSync MDM Import .csv datasync files
and corresponding data
sftp 1-3 times/day
Billing CIS Billing Request MVRS TBD during discovery
Billing MDM Billing Response MVRS TBD during discovery
Note: SmartWorks will setup the sftp site
CIS Synchronization Integration (Alpha)
Import of customer and meter data into the SmartWorks Software for validation of AMI data. A daily full
periodic synchronization activity will occur. The final data set (fields), file layout, and protocol to be used
and exchanged between the CIS and MDM will be finalized during the kick-off sessions and signed-off in
the agreed upon Business Requirement Document (BRD). The information that is initially expected to be
provided from the CIS to support the functionality and modules, in scope, includes the following:
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SmartWorks
Compass
(Alpha)
Notifications
& Rates
(Beta)
METERS: List of meters with identifiers, meter types, etc.
X
LOCATION: List of premise with ID, service addresses X
METER LOCATION XREF: A date-driven cross reference between meter and
location number (i.e. when a meter is installed and removed from a
location)
X
METER CONNECTION STATUS: State of the meter (ON/OFF) X
METER ALIAS: Descriptive information related to the meter, combining
meter/location attributes
X
BILLING SCHEDULE: Cycle/Route schedule indicating billing period and
reading period
X
ACCOUNTS: Customer Account information (such as account name,
account ID)
X
ACCOUNT SERVICES: A date-driven cross reference between account and
location (i.e. customer move in/out information)
X
CUSTOMERS: List of customers with identifiers and names, email address,
subject to PII restrictions.
X
CUSTOMER/ACCOUNTS CROSS REFERENCE: A date-driven cross reference
between account and customers
X
METER RATE CODES: Rate codes associated to each meter X
RATES PLANS: Simple rate elements (e.g. Tiered, TOU, Fixed) as defined in
section 2.5.6
X
*It is expected that when a radio is installed or removed from a meter, a cross reference between meter
ID and associated radio ID will be maintained in the CIS and provided during DataSync.
It is expected that there will be a minimum of 2 iterations during the Alpha phase, and a minimum of 3
iterations during the Beta phase for additional data elements to be included in the file.
This integration will be established using a *.csv flat file that will be queried by SmartWorks Software. The
flat files will be developed by the CIS vendor or another agent of Customer. Depending on Customer
requirements, the synchronization will occur between 1 to 3 times per day and will be scheduled to occur
after the Customer database has been updated.
Note: Integration with the AMI head end system for the purpose of facilitating synchronization of the
meter status between the AMI head end system and CIS is not included in the scope of this project. This
integration enables the identification of meters that should be transmitting data to the MDM. It is
therefore assumed that a direct integration will be made between the AMI head end system and the CIS.
It is expected that Customer and AMI provider will work collaboratively to develop this integration.
Billing Interface (MVRS file format) (Beta)
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Customer will initially bill using register reads, not time-based determinants for most meters.
Customer will use SmartWorks Compass billing interface, which makes use of an MV-RS file format. The
MV-RS file will be created in the CIS and uploaded to an ftp/sftp site using CIS processes. SmartWorks
Compass will be configured to automatically update the file with reads and place it on an ftp/sftp site for
download back to the CIS.
Billing determinants and corresponding calculations are included in Appendix C.
3.3. Geographic Information System (GIS) Integration - ESRI
Base Map (Alpha)
The SmartWorks Software will be configured so that meter data will be overlaid on top of one or more
ESRI “Base Maps” via URL live link. With this capability, the Customer will be able to view meter data
together with their other data layers within SmartWorks Software.
Customer will create URL and provide a custom base map to SmartWorks for configuration of MeterSense.
This scope of integration assumes Customer is hosting ESRI on a web server and can provide a URL.
Meter Coordinates (Alpha)
Meter coordinates (latitude and longitude) will be provided by the GIS in a .csv file format following
SmartWorks predefined format. Meter ID from GIS must match the Meter ID within the CIS.
Transformer (Post Full Deployment)
Customer GIS will be the system of record for the transformer-to-location relationships. SmartWorks will
implement a daily flat file transfer integration (*.csv) to import the GIS transformer asset data required to
support transformer loading analysis, as listed in the table below.
Co
m
p
a
s
s
Transformer assets, including kVA rating X
Relationship between transformer and location X
Meters to feeder relationships and corresponding multipliers X
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3.4. The Weather Network (Alpha)
The SmartWorks Software will integrate weather data services with daily feed of observed weather data
received from the Weather Network weather station determined to be closest to Customer’s location.
The following weather data, if provided by the weather station, will be imported into SmartWorks
Software:
•Temperature (Hourly)
•Humidity (Hourly)
•Wind Speed (Hourly)
•Wind Direction (Hourly)
•Weather Conditions (Hourly)
•Precipitation (Daily)
This data is automatically downloaded from SmartWorks’ data provider for a weather station or stations
in the Customer’s service area and is automatically inserted into the SmartWorks Software database.
3.5. Customer Portal (SEW) –(Beta)
The Harris Software will integrate with Customer portal to provide two separate data files:
1.Usage
2.Leak Alerts.
Usage – frequency: every 24hrs
SmartWorks will provide hourly interval read data as well as daily midnight register read value, using a
data export of the following information, for each Location ID (Premise ID):
•Location ID (Premise ID)
•Account Number
•meter_id
•Read date time (PST)
•Interval Length (5, 15 or 60)
•Interval Consumption
o Compass will provide intervals as per the meter configuration (5, 15 or 60min.)
o Compass will not perform any calculations to aggregate or split the interval data
o KW will be calculated and SW will provide monthly demand value (repeated until new
value is identified and is reset)
•Midnight Register Read Value (for each UOM)
•Unit of Measure
•Applicable Multipliers
•Commodity Type
•Read Status (1=Passed, 2=Failed, 3=Estimated, 4=Manually Edited, 5=Accepted, and 6=Billed)
It is assumed that SEW will overwrite any duplicated data if the reads overlap.
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Water Leak alarms (multiple times per day)
• Location ID (Premise ID)
• Account Number
• meter_id
• Unit of Measure
• Leak date time (PST)
• Leak alarm (type)
It is assumed that all data points required for this integration will be provided by the AMI (meter reads)
or the CIS (meter and location attributes). The data will be provided using a delimited .csv flat file. Flat
files will be delivered using ftp or sftp transfer protocols.
3.6. Perform integration of the MDMS to SAP BI to provide reporting data
(Beta)
SmartWorks will provide Customer with Advanced Process Automation Rules Training on Reporting and
Rules Development which will enable Customer to create its own integration to external systems such as
SAP BI. Should Customer require SmartWorks to develop this interface, the related scope of work and
associated cost will be determined using the Change Management process described in section 4.3.
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4.Project Management Approach
4.1. Communication/Status and Relationship Management Approach
Communication Management is the cornerstone of any project and a well-structured Communication Plan
is a must from the beginning. Regular and ongoing communications include those opportunities to
communicate with project team members, sponsors, steering committee members, and other key
stakeholders on a regular basis. These types of communication include regular status reports, scheduled
project team meetings, monthly updates with the steering committee or with executive project sponsors
on a project.
During the Project Kick Off Meeting, a Communication Plan will be presented and reviewed with Customer
staff based on the following Communication Strategy:
Goals of Communication Strategy
•Keep people informed on project status
•Focus on communication to effectively prepare Customer for their software rollout
•Focus on communication to build support for project
•Monitor effectiveness of communication
Guiding Principles
•Clear messages using simple language
•Openness, honesty, credibility, and trust in all communications
•Two-way communication, with feedback valued and asked for
•Project Team and Management ownership of the communication program
•Ongoing commitment to the communications process
Effective Communication Guidelines
•There are multiple audiences for project communications
•Communication needs to be:
•Tailored to specific groups
•Regular and informative
•Real-time and relevant
•Communication content needs to be of interest to the target audience
Following is the proposed communication plan for the project:
What Who / Target Purpose When /
Frequency
Type/Method(s)
Project Kick Off All stakeholders Communicate plans and
stakeholder roles/responsibilities.
At or near
Project Start
Date
Onsite Meeting (if safe an
appropriate)
Status Reports All stakeholders and
Project Office
Update stakeholders on progress of
the project.
Weekly Distribute electronically
using agreed Status Report
template
Team Meetings Entire Project Team To review detailed plans (tasks,
assignments, and action items) and
risks.
Weekly Remote Meeting
Review Project Plan, Status
Reports, and Risk Log
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What Who / Target Purpose When /
Frequency
Type/Method(s)
Project
Management
Status Meetings
Sponsor(s) and
Project Manager
(SmartWorks,
Customer, AMI
Vendor, CIS Vendor)
Update Sponsor(s) on status and
discuss critical issues. Seek
approval for changes to Project
Plan.
Weekly Remote Meeting
Executive
Sponsor
Meetings
Executive
Sponsor(s) and
Project Manager(s)
Update Sponsor(s) on status and
discuss critical issues. Seek
approval for changes to Project
Plan.
Monthly Remote Meeting
4.2. Work Management Approach
Work will be managed through the use of the Project Schedule. The SmartWorks Project Manager will
have the responsibility to create and maintain the Project Schedule for the modules and integrations listed
in this Statement of Work. It is expected that Customer Project Manager will work in conjunction with the
SmartWorks Project Manager to ensure that key Customer activities that impact the project are also
contained in the Project Plan.
During and after the User Acceptance Testing in the Testing phase, the SmartWorks TeamSupport solution
will be used to track project issues such as bugs or other lower level action items. The Entire Project Team
(SmartWorks / Customer) will have access to TeamSupport.
4.3. Change Management Approach
This document serves as the complete understanding, between Customer and SmartWorks, as to what
the current Statement of Work entails. Customer and/or SmartWorks may propose changes to the scope
of work defined in this document (“Change”). The Change Order Form (Appendix A) must be used for all
Change Requests. SmartWorks shall have no obligation to commence work in connection with any change
until the fee and schedule impact of the change is agreed upon in a written Change Order Form signed by
the designated representatives from both Parties.
Upon a request for a change, SmartWorks shall submit the standard Change Order Form describing the
change, including the impact on the schedule, budget, scope and expenses. The Change Management
Process that will be employed is defined below:
•Identify and document proposed change
•Assess impact of proposed change
•Estimate required effort / cost of proposed change
•Submit Change Order for Approval / Disapproval
•Communicate Change Order Decision
•If Change Order is Approved:
o Assign responsibility
o SmartWorks to update Project Plan as needed
o If there are project delays due to Change Request, SmartWorks may create
subsequent Change Requests to address those delays
o Monitor and report progress
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Within fifteen (15) consecutive business days of receipt of the Change Order Form, Customer shall either:
• Accept the proposed change by signing the Change Order Form, or
• Reject the proposed change and inform SmartWorks Project Manager via email.
If SmartWorks is advised not to perform the change, or in the absence of Customer acceptance or rejection
within fifteen (15) days, then SmartWorks:
• Will not perform the proposed change and will proceed only with the original services
• May create a new Change Request to accommodate the expenses incurred during the
discussion of the proposed change. This may happen only in cases where:
- Customer takes longer than fifteen (15) days to reach the decision, or does not
reach a decision, and
- Overall project timeline, budget or scope are affected.
4.4. Risk Management Approach
Risk Management planning is an important part of project management and a core component of the
SmartWorks Project Implementation Methodology. Risk Management planning is about defining the
process of how to engage and oversee risk management activities for a project. Having a viable plan on
how to manage risk allows one to mitigate risk versus attempting to decide in the midst how to handle a
risk. The earlier Risk Management planning is engaged within the project increases the probability of
success of risk mitigation activities. Risk Management planning will be initiated at the start of the
project by having the initial discussion with Customer prior to, or during the Project Kick Off Meeting.
Risks can be raised by any project stakeholder, including Entire Project Team members, Customer, third-
party integrators, or vendors during the project.
Risks will be entered on the Risk Log and categorized by type and priority. The SmartWorks Project
Manager will investigate the risk and, if necessary, will update the Risk Log with background information
to place the risk in perspective.
At a minimum, the following information will be captured and tracked for all risks:
• RISK ID – each risk should have a unique ID
• TITLE – short description of the risk (usually a few words or a sentence, helpful when
reporting risks)
• DESCRIPTION – complete description of the risk, the more details the better
• IMPACT – impact to the project and/or business in terms of money, time, and/or
quality
• PROBABILITY – indicate the probability of the risk
• SEVERITY – risk severity (typically values could be “critical”, “high”, “medium”, “low”)
• TYPE – type of risk (e.g. technical, process, organizational, etc.)
• RISK MITIGATION PLAN – detailed description of actions (including dates and owners)
required mitigating the risk
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•STATUS – current status of the risk (typical values are “open” or “closed”)
The following Risk Matrix will be used to establish the severity of risk:
Throughout the duration of the project, as risks are identified they will be added to the Risk Log and will
be reviewed at weekly Status Meetings with the team to determine the possibility of occurrence and the
best plan for mitigation.
If identified risk(s) and/or mitigation strategies are deemed to have an effect on project timeline,
budget, or scope, a Change Request may be created, as per section 4.3, to address those concerns.
Based on SmartWorks’ experience, the following have been identified as dependencies that could have
negative effect on project timeline, cost and/or scope and could become potential risks:
•VPN ports not opened for SmartWorks personnel and for communication between integration
points
•AMI not ready on time, or not sending the data
•Data source not ready for DataSync
•Resources not available to provide required information
Early engagement and commitments on timelines by all parties can significantly reduce risks linked to the
above dependencies.
4.5. Acceptance Management Approach
In collaboration with Customer, SmartWorks will develop and maintain a central listing of all Deliverables
and Work Products to be completed throughout the project “Deliverable Acceptance Criteria
Document”. The Deliverable Acceptance Criteria Document will also set forth the acceptance criteria for
each deliverable (“Deliverable Acceptance Criteria”).
A baseline version of the Deliverable Acceptance Criteria document will be created through a combined
effort between SmartWorks and Customer during the Initiation and Build phase. The Deliverable
Acceptance Criteria Document will be reviewed with Customer regularly and updated to record the
approval of the Deliverables as they are accepted. The approvals of the Deliverables in the Acceptance
Criteria document will constitute final system acceptance.
PR
O
B
A
B
I
L
I
T
Y
High (3) 3 6 9
Medium (2) 2 4 6
Low (1) 1 2 3
Low
(1)
Medium
(2)
High
(3)
IMPACT
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A core component of the Deliverable Acceptance Criteria Document will be the execution of the test plan
and test cases. The Testing Plan, also created in the Initiation and Build phase, and the Test Case Scenarios,
created during the Initiation and Build phase, are customized specific to the implementation for Customer.
The Test Plan and Test Case Scenarios are used for testing and will be provided to Customer for their own
review and testing of the system. SmartWorks Implementation Team and Customer staff will work as a
team to ensure that exhaustive testing is carried out. During the Testing phase, when the system testing
is being executed, the Project Team will be meeting to review the testing status and ensure that scheduled
testing is being carried out.
Once system testing has been completed, and Customer staff has been trained on the system, Customer
staff will have the necessary tools to review the system for acceptance. Customer will have access to its
own instance of the SmartWorks Software, loaded with their data, to train and test on. SmartWorks
Consultants assigned to Customer will provide training of the system to the staff, along with training
documents, consisting of User Guides and PowerPoint. Training will be conducted onsite and using WebEx
sessions, phone calls and documentation when needed.
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5. Delivery Approach
5.1. Implementation Approach – Phases, Deliverables, Key Milestones
Successful implementation is based on SmartWorks’ understanding of Customer requirements and
experience gained through the implementations of SmartWorks Software at various Customers across
North America. ’s project will leverage SmartWorks’ Implementation Methodology which has been honed
and perfected over the company’s long history to successfully guide project implementation from
Initiation to Deployment.
5.2. Implementation Methodology
The SmartWorks Methodology is based on the following guiding principles:
• Promote and foster customer ownership of solution;
• Establish and maintain consistent and regular touchpoints with Customer;
• Ensure that project performance is visible, measurable, tracked and risks identified and mitigated –
No Surprises!; and
• Seek to minimize customer cost and time while still achieving project objectives.
The Implementation Methodology consists of two main areas: Project Management and SmartWorks
Software Implementation Management where each has associated (where applicable):
• Processes / Checklists / Matrices that define how to operate;
• Deliverables that are formal outputs that require Customer sign-off;
• Work Products that are outputs produced as part of the work required to achieve the desired
project goals; and
• Tools / Assets that are leveraged to produce defined outputs.
The Project Management area defines how projects are managed. It includes:
• Communication/Status Management aimed at establishing internal and external
communications as well as monitoring and communicating project status and effort spent;
• Relationship Management aimed at measuring the pulse of Customers and partners;
• Work Management aimed at capturing and monitoring effort, cost and work to be performed;
• Change Management aimed at defining and controlling project scope;
• Risk Management aimed at planning, mitigating, tracking and monitoring risks;
• Acceptance Management aimed at ensuring that expected deliverables are delivered and
accepted; and
• Financial/Contract Management aimed at monitoring project financial health.
The Implementation Management area defines the Implementation Phases and associated Work
Products and Deliverables that are part of this project. The Implementation Phases are defined in the
following table:
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Implementation Phases Objectives Key Work Products and
Activities
Deliverables
Phase I (Alpha)
Initiation and Build
Key Milestones
•Kick Off Meeting Held
•Project Plan
Reviewed/Updated
•To Kick Off project and
establish successful
working relationship
•To obtain detailed
agreement on Project
Plan
•To install and perform
base configuration work
•Kick Off Meeting
•Implementation
Questionnaire
•Acceptance Criteria
Document
•Initial Configuration
complete
•Initial Integration with CIS
and AMI complete
•Physical Architecture
Recommendation
•SmartWorks Software
installation
•Software Overview
Training Session
Phase II (Beta)
Analysis
Key Milestones
•Integration Documents
signed
•Functional and
Integration
Requirement
Document signed
•To demonstrate base
configuration
functionality
•Conduct Discovery
Sessions
•To obtain an agreement
on what is remaining to
be delivered
•Discovery Session(s)
Summary
•Functional and
Integration Requirements
Document
Phase III (Beta)
Development
Key Milestones
•Solution Feature /
Code / Configuration
Complete
•To configure according to
requirements and build
the Solution components
•To write associated test
cases that Customer
would execute for
acceptance of the
Solution
•Test Scenarios / Cases
•User Acceptance Test Scripts
•Base Solution Installed and
Configured
•SmartWorks Software
configuration
•SmartWorks Software
integration
Phase IV (Beta)
Testing
Key Milestones
•User Acceptance
Testing Complete
•To move the Solution to a
known state of quality
and ready for
deployment
•To train customer on
their Solution
•Functional Testing Results
•Integration Testing Results
•User Acceptance Test (UAT)
Results
•Accepted Solution per UAT
•Functional and Process
Training
• User Acceptance Testing
Support
•Go-Live Plan Document
Phase V (Beta)
Deployment
Key Milestones
•Solution Live
•To move the Solution into
a production
environment state and
transition support to the
operations team
•Solution Live •Installation Acceptance
To minimize project costs, the majority of project work will be performed at one of the SmartWorks’
locations except for key project activities such as Discovery Sessions where face-to-face is deemed more
effective for a successful project. Throughout the project, SmartWorks’ Project Team will be engaged with
Customer using WebEx sessions to review configuration work and provide remote support.
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5.3. Implementation Timeline
The estimated duration to implement the SmartWorks Software within scope is approximately 6 months
for Alpha phase and 9 months for Beta phase. Customer will be transitioned to Support after the Beta
phase. The PS project team will re-engage with Customer for the implementation of post-Beta items (Post
Full Implementation PFI). Post Beta items are anticipated at the end of Full Deployment.
The actual duration and scheduling of project activities will be evaluated during the Initiation and Build
phase and a detailed baseline Project Plan will be jointly created at that time.
A baseline plan will be delivered within fourteen (14) calendar days of the project Kick Off Meeting
allowing Customer an opportunity to review the Project Plan over the next ten (10) business days. If
Customer does not agree to the proposed Project Plan, Customer and SmartWorks will work
collaboratively to develop a mutually agreeable plan within a reasonable timeline.
The Project Plan will include a project completion date (the date where project is completed based on the
criteria in section 5.7 Project Completion Criteria). The Project Plan will be reviewed periodically during
the project and may be revised. Changes to the project completion date may require a Change Order if it
is mutually determined that the delay in completion is the fault of the Customer or Customer’s third-party
vendors.
5.4. Validation/Testing Approach
Systems Testing is an activity that is addressed through all Phases of the SmartWorks Software
Implementation Methodology but is the focus of the Testing Phase.
To ensure that a quality Solution is delivered to Customer, the Testing Phase focuses on validating that
the configured and developed Customer Solution performs per agreed upon requirements for each
module. This includes three (3) main testing activities:
• Functional Testing to test the core Solution components (Configuration, Interfaces, Reports, and
Modifications) against agreed upon requirements as defined in the Functional and Integration
Requirements Document based on the test cases and scenarios developed during the
Development phase.
• Integration Testing to test the end-to-end process based on business processes and scenarios
developed during the Development phase.
• User Acceptance Testing to provide Customer the opportunity to validate that Solution behaves
per agreed upon requirements as defined in the Functional and Integration Requirements
Document based on the test cases and selected scenarios collaboratively developed with
Customer during the Development phase. User Acceptance Testing sign-off per agreed upon
criteria is necessary to move to Deployment phase.
The progress for performing the three (3) testing activities will be logged into TeamSupport. At a
minimum, the TeamSupport will include the following information:
• The test name
• The objective for performing the test
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• A Description of the steps required to perform the test “Test Script”
• The expected result that will demonstrate the test is successful “Test Acceptance Criteria”
• The actual result observed after performing the test “Test Result”
Prior to commencing Functional Testing and Integration Testing activities, the Test Scripts and Test
Acceptance Criteria will be documented in TeamSupport by SmartWorks using Test Scripts that have been
defined by SmartWorks.
While performing testing activities, the tester will update the TeamSupport with the Test Result and will
make a determination as to whether the result meets the Test Acceptance Criteria.
Functional Testing and Integration Testing will be performed by SmartWorks. User Acceptance Testing
will be performed by Customer with support from SmartWorks.
User Acceptance Testing Procedure
Once Functional Testing and Integration Testing have been completed, and Customer staff has received
Functional Process Training, Customer staff will have the necessary tools to perform User Acceptance
Testing.
Prior to commencing User Acceptance Testing activity, the Test Scripts and Test Acceptance Criteria will
be documented in TeamSupport by SmartWorks collaboratively with Customer.
Customer will have its own instance of The SmartWorks Software, loaded with its data, to train and test
on. The Application SmartWorks assigned to Customer will provide the documents and training of the
system to the staff. Training will be conducted onsite and using WebEx sessions, phone calls and
documentation as needed.
Customer will have a defined period of time to perform User Acceptance Testing on the Solution (including
testing in a live production environment) (the “Acceptance Testing Period”). The length of the Acceptance
Testing Period will be defined in the Detailed Project Plan. This User Acceptance Testing Period will begin
upon formal written notification from SmartWorks to Customer that the SmartWorks Software has been
configured and is ready for testing. During such Acceptance Testing Period, both Parties shall work
diligently and dedicate the appropriate resources to conclude the evaluation in a timely and efficient
fashion.
If the Solution substantially meets the Functional and Integration Requirements Document, and
substantially satisfies the testing criteria set forth in TeamSupport (together the “Solution Acceptance
Criteria”), Customer will provide SmartWorks with written acceptance notice thereof, and the date of
such notice to be the “Actual Solution Acceptance Date”.
In the event Customer determines that the results of a test do not meet the Solution Acceptance Criteria,
following the initial User Acceptance Testing cycle, Customer will provide SmartWorks with written notice
thereof, specifying in reasonable detail how the Solution failed to meet the Solution Acceptance Criteria.
If Customer delivers to SmartWorks such notice of retesting, SmartWorks shall make all necessary
corrections, repairs, fixes, modifications, or additions to or replacements of all or any part of the rejected
SmartWorks Software as well as integrations for which SmartWorks is responsible so that it conforms to
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and performs in accordance with the Solution Acceptance Criteria. SmartWorks will have a defined period
of time “Correction Period” to correct any deficiency, after which the User Acceptance Testing will be
resumed. The Correction Period will be defined in the Detailed Project Plan.
Should the Customer require additional testing outside of SmartWorks’ standard testing routines, such as
for Disaster Recovery, these can be brought into scope via Change Order.
In the event retesting is required by Customer, the User Acceptance Testing process will then be repeated.
Customer shall not unreasonably reject or fail to accept the Solution based on any Severity 3 issues, as
defined in the table below.
Severity Level Description
1 •System Down (Software Application, Hardware, Operating System,
Database)
•Program errors where there is no reasonable alternative available to
Customer to continue its business, operations or services utilizing
Software
•Incorrect calculation errors impacting 10% of records
•Error messages preventing data integration and update
•Performance issues of severe nature impacting critical processes
•Security Issues
2 •Program errors where there is a reasonable alternative available to
Customer to continue its business, operations or services utilizing the
Software
•Calculation errors impacting less than one-third of records
•Reports calculation issues
•Performance issues not impacting critical processes
•Usability issues
•Workstation connectivity issues (Workstation specific)
3 •Training questions, how to, or implementing new processes
•Aesthetic issues
•Issues where there is a reasonable alternative available to Customer to
continue its business, operations or services utilizing the Software for a
large majority of the cases
•Recommendations for enhancements or system changes
•Questions on documentation
During the Acceptance Testing Period, Customer may in collaboration with SmartWorks, acting
reasonably, extend the Acceptance Testing Period, the Correction Period, and the Expected Solution
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Acceptance Date (such that the extended Acceptance Testing Period shall expire on the revised Expected
Solution Acceptance Date). During the Acceptance Testing Period, Customer should provide written
notification to SmartWorks of any deficiency of a test result. Any issues identified after the end of the
Testing Period will be address by SmartWorks according to the Support and Maintenance agreement.
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5.5. Software Progression and Configuration Management
During the course of the project, updates are performed as described in the table below.
Phase Activities
Operational
Environment
Updates Details
Alpha • Initiation and
Build
Pre-production Configuration Performed on an ongoing basis by SmartWorks
Implementation Team. No Customer approval
required.
Software updates Performed on an ongoing basis by SmartWorks
Implementation Team. No Customer approval
required.
Software upgrades Not performed without prior agreement between
SmartWorks and Customer.
Alpha • Initiation and
Build - Alpha
Testing
Pre-production Configuration Performed to address issues raised as a result of Alpha
Testing
Software updates Performed to address issues raised as a result of Alpha
Testing
Software upgrades Not performed.
Alpha meters ready for AMI monitoring
Beta • Initiation and
Build
• Analysis
• Development
Pre-production Configuration Performed on an ongoing basis by SmartWorks
Implementation Team.
Software updates Performed on an ongoing basis by SmartWorks
Implementation Team.
Customer to be notified. Reviewed and approved by
Customer
Software upgrades Not performed without prior agreement between
SmartWorks and Customer.
Beta • Testing Pre-production Configuration Performed to address issues raised as a result of UAT.
Software updates Performed to address issues raised as a result of UAT.
Software upgrades Not performed.
Beta • Deployment Pre-production
becomes
Production
Configuration Performed for items related to Go-Live deployment
activities.
This system will be used for the Bill Production for
Customer Billing
Beta • Deployment Test instance
created
Configuration Can be performed by Customer to test additional
configurations for Post Go-Live.
Software updates Not performed, unless exception scenario is
encountered.
Requires agreement between SmartWorks and
Customer.
Software upgrades Not performed.
Meter to Cash from CIS enabled in Production as well as Beta modules
Transition to Customer Support
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Phase Activities Operational
Environment
Updates Details
Post
Beta
Go-Live
•Customer
Support
Production Configuration See Master Support and Maintenance Agreement.
Applicable to all items included in Beta phase.
Post
Full
Implem
entatio
n (PFI)
•Initiation and
Build
•Analysis
•Development
Test Configuration Performed on an ongoing basis by SmartWorks
Implementation Team.
Changes to be performed in coordination between
SmartWorks and Customer.
Software updates Performed on an ongoing basis by SmartWorks
Implementation Team.
Customer to be notified, Reviewed and approved by
Customer
Software upgrades Not performed without prior agreement between
SmartWorks and Customer.
PFI •Testing Test Configuration Performed to address issues raised as a result of UAT.
Customer to be notified. Reviewed and approved by
Customer
Software updates Performed to address issues raised as a result of UAT.
Customer to be notified. Reviewed and approved by
Customer
Software upgrades Not performed.
PFI •Deployment Production Configuration Promoted from Test after approval from Customer
Software updates Promoted from Test after approval from Customer
Software upgrades Not performed.
All Compass Modules and integrations contracted under this SOW accepted
Full
Deploy
ments
Customer Support All Configuration See Master Support and Maintenance Agreement
Software updates See Master Support and Maintenance Agreement
Software upgrades See Master Support and Maintenance Agreement
*Once the Test instance is setup during the Deployment phase, the migration of items (configuration,
updates or upgrades) from Test to Production will be evaluated for each scenario and a plan will be agreed
upon between Customer and SmartWorks.
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5.6. Customer Resource Involvement
SmartWorks strongly believes that a successful implementation project requires that both Customer and
SmartWorks resources work openly and collaboratively towards a common objective. As such, Customer’s
involvement will be required through all phases of the implementation project. SmartWorks also believes
that the involvement of key Customer resources will help with the organizational change management
activities that are essential to obtain acceptance of the new solution.
The factors that will determine the size of Customer’s team includes the following:
•The level and expertise of each of the Customer Project Core Team members;
•The ability of Customer Project Manager to make decisions regarding the project;
•Whether current job responsibilities will interfere with Core Team responsibilities;
•The amount of business reengineering that Customer determines is necessary; and
•The number of personnel that Customer will use to run their Solution, which in turn affects the
amount of training needed.
Based on SmartWorks’ experience with other clients, the following list outlines the anticipated
involvement of Customer throughout the implementation project, by phase.
Phase I: Initiation and Build
1.Work with SmartWorks to develop the Project Schedule.
2.Identify users of the Solution.
3.Complete the Implementation Questionnaire provided by SmartWorks. This questionnaire
provides SmartWorks with the technical and environmental details required to configure the
SmartWorks Software.
4.Ensure that any third-parties required for the success of this project such as the AMI and CIS
vendors have been informed and that they are ready to participate and contribute on an as-
required basis.
5.Install VPN connection(s).
6.Assist with ensuring that SmartWorks Software is accessible from within Customer environment.
Phase II: Analysis
1.Ensure the staff members that have been identified to participate in Discovery Session(s) are
available on dates agreed to and scheduled.
Phase III: Development
1.Provide and ensure all required technical staff are available on dates agreed to and scheduled.
2.Create User Acceptance Testing Plan, including Test scenarios.
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Phase IV: Testing
1. Determine the appropriate staff to be trained.
2. Ensure the staff members that have been identified to participate in the training sessions are
available on dates agreed to and scheduled.
3. Assist with Functional / Integrated Testing.
4. Conduct User Acceptance Testing.
5. Log issues in the SmartWorks TeamSupport system (a web-based issue tracking system). The
issues logged in TeamSupport will be addressed by SmartWorks Consultants per triage and
priority.
6. Assist SmartWorks in developing a Go-Live Plan Document.
Phase V: Deployment
1. Assist in activities as defined within the Go-Live Plan Document.
5.7. Project Completion Criteria
The Implementation Project is deemed complete once the following criteria have been met:
• An agreed upon sample of AMI meters representing different meter types and location classes
have been installed and tested during User Acceptance Testing, within the project timeline
indicated in section 5.3.
• Solution Acceptance has been given by Customer.
• SmartWorks Software Functionality within scope of this SOW has been deployed for a minimum
of thirty (30) calendar days “Post Implementation Grace Period”.
• Severity Level 1 issues identified during the Post Implementation Grace Period have been
addressed. The Severity Matrix Table presented in section 5.4.1, defines the Severity Level 1
issues.
Customer will be transitioned to support upon completion of the project. Severity Level 2 and 3 issues
logged in TeamSupport within the first three (3) weeks of the Post Implementation Grace Period will be
reviewed by the Implementation Team prior to the transition to support and if possible, will be
addressed prior to the end of the Grace Period. After the transition to support all outstanding Severity
Level 2 and 3 issues will be addressed following the Master Support and Maintenance Agreement.
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Completion Criteria Summary
Milestone Phase Deliverable/
Completion Criteria
Assumptions/Dependencies
Contract execution Alpha •Agreements signed by all
parties
Software installation Alpha •Pre-production system provisioned
•Modules contracted as part of this SOW
enabled (not configured)
•Introduction call between
SmartWorks and Customer
Project Managers held prior
to installation
Kick off Session held Alpha •Team Introduction
•Confirm project planning and review of
Statement of Work
•Initial review of Data Mapping
requirements and implementation
Questionnaire
•Data Mapping requirements
and implementation
Questionnaire have been
presented but will be
updated throughout the
project
Initial DataSync and AMI
integration completed
Alpha •Initial Data Mapping requirements
completed
•Initial Implementation Questionnaire
completed
•DataSync completed for Alpha meters
•AMI data (reads, events) populated in
MDM for Alpha meters
•Remote actions (On-Demand reads,
Remote Disconnect/Connect) configured
for Alpha meters
•Customer provided timely
input for the documentation
presented during Kick Off
•Acceptance only includes
pre-defined Alpha meters
•3rd parties provided
requested data as per agreed
upon schedule
UAT (Alpha) Alpha •Test results documented by Customer
•Severity level 1 tickets have been
addressed
•Initial DataSync and AMI
integration completed for
Alpha meters only
•Compass Overview training
session has been delivered
Delivery of requirements
document
Beta •Discovery Sessions have been held (as
outlined in Section 2.8)
•Initial requirements documents have been
delivered to Customer for review
•Acceptance linked to initial
delivery of documents
Completion of integrations Beta •Alpha and Beta Integration as defined in
section 3 of the SOW have been delivered
•Final requirements
documents have been
approved
Completion of Functional
Training
Beta •Software modules as defined in section 2.3
available
•Training as defined in section 2.6 has been
delivered
•Agenda provided ahead of
training
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Milestone Phase Deliverable/
Completion Criteria
Assumptions/Dependencies
Rules Engine Training Beta • Rules Engine Training completed • Agenda provided ahead of
training
Completion of UAT Beta • Test results documented by Customer
• Severity level 1 tickets have been
addressed
• Test scripts have been
defined
• Customer resources are
available to perform testing
within 10 business days
• Tickets logged after
completion of UAT will not
delay acceptance
Bill Production for Customer
Billing
Beta • 3 billing cycles of actual bill production and
mailing to customer
• UAT completed
• This will take place at the
end of the Beta phase for ~ 3
months of monitoring
Transition to Support Beta • Transition to Support meeting has been
held
Discovery (Post Full
Implementation - PFI)
PFI • Post Full Implementation Discovery
Sessions have been held (as outlined in
Section 2.8)
Outage Performance module
ready
PFI • Outage Performance module configured
• Training delivered
• Customer Testing completed
• Requirements have been
approved prior to
configuration
Transformer Loading
Analysis module ready
PFI • Transformer Loading Analysis module
configured
• Training delivered
• Customer Testing completed
• Requirements have been
approved prior to
configuration
Rate and Revenue Analysis
module ready
PFI • Rate and Revenue Analysis module
configured
• Training delivered
• Customer Testing completed
• Requirements have been
approved prior to
configuration
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6. Assumptions
The Services, fees and delivery schedule for this project are based upon the following assumptions:
1.This SOW defines the scope of work for SmartWorks and does not include any work or expenses
required from other vendors including GIS, AMI, CIS, etc.
2.This project currently has, and will continue to have, the support of senior Customer management
and will be assigned sufficient priority with respect to other projects to ensure its success.
3.Customer will assign a Project Manager to act as an internal resource and guide throughout this
project.
4.Customer will secure the appropriate staff in a timely fashion in order to discuss or review the
various materials produced when required, provided SmartWorks gives reasonable notice of such
request.
5.SmartWorks will provide a written agenda and notice of any prerequisites to prior to any onsite or
remote sessions.
6.SmartWorks will provide adequate resources to support the efforts to complete the project as
schedules and within the constraints of the project budget.
7.SmartWorks will provide the resumes for resources assigned to the project upon ’s request.
8.Customer agrees to facilitate any required logistics between additional vendors, Customer resources
and SmartWorks for the fulfillment of this SOW.
9.Customer will secure, as required and in a timely fashion, the assistance and cooperation of third-
party vendors (e.g. CIS, AMI, OMS) to ensure a successful implementation. A Change Order may be
created if the third-party vendor is unavailable or non-cooperative and as such results in an impact
to the schedule or effort.
10.Third-Party vendor solutions are able to provide data required by the SmartWorks Software as well
as accept information provided by the SmartWorks Software.
11.All third-party software and hardware products are assumed to perform correctly in Customer
environment, in accordance with the appropriate third-party vendor’s specifications.
12.All documentation provided by Customer shall be up-to-date and accurate or if that is not the case,
advise SmartWorks as such.
13.All network components supplied by Customer are working properly and are free of defects and will
meet minimum industry standards provided during the project.
14.To minimize project costs, the majority of project work will be performed at one of the SmartWorks’
locations except for project activities where onsite is deemed more effective.
15.Customer will provide the appropriate monitored remote access to its network, facilities, and
systems as may be required to perform activities from one of SmartWorks’ locations. SmartWorks
shall abide by all rules and directions of Customer when accessing Customer’s network, facilities or
systems. A Change Order may be created if appropriate remote access to its network is not
available, resulting in project delays.
16.Any items not explicitly identified within this document are considered out of scope. Any changes to
those responsibilities and/or deliverables will be considered a change in scope for the project. Any
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proposed change to the project scope must be put into written format and be submitted to
SmartWorks during this project for review and consideration.
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7.Document Acceptance and Sign-off
Accepted on this day by:
City of Palo Alto Utilities N.Harris Computer Corporation (Harris Utilities,
SmartWorks)
By: ____________________________ By: ______________________________
Name: ___________________________ Name: _____________________________
Title: ___________________________ Title: _____________________________
Date: ___________________________ Date: _____________________________
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APPENDIX A – Change Order Template
Harris Utilities SmartWorks Change Order
This document defines the work to be performed by the Harris Utilities, SmartWorks division of N. Harris
Computer Corporation (herein referred to as “SmartWorks”) for City of Palo Alto Utilities (herein referred
to as “Customer”), upon authorization to proceed from Customer.
Date: <Date>
Change Order #: <xx>
Customer: <Customer>
Customer Contact: <Name of Requester/Technical Contact>
Description of Change: <Title of Change Order>
Related Documents
1.This Change Order is subject to the terms and conditions of the Software License Agreement,
Support and Maintenance Agreement, Software Implementation Services Agreement and
Hosting Services Agreement between City of Palo Alto Utilities and N. Harris Computer Corp.
signed <date signed>
2.This Change Order describes a change from the scope or schedule defined in<Statement of
Work (SOW) details>
3.(other related documents such as Technical Specification Documents)
Scope of Change
<Describe changes to be made>
Assumptions and Constraints
1.<List any applicable assumptions/constraints>
Schedule Impact
<Identify schedule impact, if any>
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Change Order Effort
Description Estimated Effort
(Hours)
Work Description 1 0
Work Description 2 0
Project Total 0
Change Order Fees
Support and Maintenance
Monthly Support & Maintenance fees may be adjusted based on the increased functionality or complexity
resulting from this scope of work.
Taxes
Fees exclude any applicable taxes.
Validity
The price estimate is valid for a period of thirty (30) days from the quote submission. Customer may
request this date to be extended.
Scope Changes
If there are material changes to the scope or SmartWorks’ understanding of the scope, the price estimate
is subject to change.
•The discounted hourly rate for Change Orders during the scope of the implementation project,
until the go-live milestone is achieved, will be USD $230.00
•The Support & Maintenance fees may be adjusted accordingly as well.
It is expected that once the deliverables included in the Statement of Work have been delivered and the
project is closed, all future services (including but not limited to training, customization, consulting) will
be delivered using SmartWorks Standard hourly rate applicable at the time of the request for services.
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Change Order Payment Schedule
Customer will be invoiced based on the following payment fees and schedule. All prices are in USD.
Description Payment
(Milestone A TBD) X% $0.00
(Milestone B TBD) X% $0.00
Total 100% $0.00
Additional Annual Support & Maintenance fees
Notes:
•This fee is intended to cover support and maintenance
activities anticipated for new functionality provided in this
quote.
•The fee will be applied upon installation in test environment
(or production if a test environment is not available).
•The first-year fee will be pro-rated to align with Customer’s
existing maintenance payment schedule.
Annual fees are subject to change as defined in the Support and
Maintenance Agreement.
$0.00
Invoices are payable on a net 30-day basis.
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Change Order Acceptance and Sign-off
A signature below will serve as authorization to proceed with the work defined in this document.
Please sign and return this document to [Project Manager]:
•Fax: 613-482-4874
•Email: [projectmanager]@harriscomputer.com
□Approval to Proceed
Please provide both an authorized signature for sign-off on this Change Order, and a technical contact
where we should be directing Technical Issues.
Print Name (Authorized signature) Signature Date
Name (Technical Contact) e-mail Phone Number
N.Harris Computer Corporation
SmartWorks manager authorized to sign this Change Order
_________
Print Name (Authorized signature) Signature Date
If you have any questions or need further information, please feel free to contact the Project Manager
noted above.
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APPENDIX B – Roles and Responsibilities
As the AMI and MDMS components of the Project are tightly coupled through integration, and as these
components are being implemented concurrently through separate contracts, the following table has
been developed to establish mutual obligations and co-dependencies between the services and systems
being provided by the respective vendors for these components. This table outlines tasks (including
integration services, with specifications listed if already identified) and denotes which parties are the
owners ("O") or contributors ("C") of specific activities.
The City of Palo Alto shall be ultimately responsible for obtaining and coordinating adequate participation
of the AMI vendor to contribute to the listed tasks.
The tasks and integrations identified in this table will be superseded by any changes that occur and are
mutually agreed-upon by all parties during the kickoff and workshopping tasks outlined in the SOW.
SmartWorks will not be held liable for non-compliance as a result of the AMI contract not being executed.
Work Category Activity Customer
AMI
Provider
MDMS
Provider
Service Develop Project Schedule. C O C
Service Design meter rate configurations. C O C
Service
Update and finalize AMI
requirements through Design
workshop(s). C O C
Service
Test Plan Development (Alpha Proof
of Concept, Beta Proof of Concept,
and Full Deployment Testing). C O C
Service
Perform integration of the RNI
to/from the MDMS to exchange all
meter event data, reads, and
initiation of remote commands. C O C
Service
Perform Alpha POC testing and
approval. O C C
Service
Perform Beta POC testing and
approval. O C C
Service
Formal System Acceptance Test
Design. C O C
Service
Draft and facilitate approval and
consensus of SAT Definitions. C O C
Integration -
SFTP CMEP Read File C O O
Integration -
SFTP CMEP Voltage File C O O
Integration -
SFTP CMEP Event File C O O
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Work Category Activity Customer
AMI
Provider
MDMS
Provider
Integration -
MultiSpeak 4.1 Real-Time Events C O O
Integration -
MultiSpeak 4.1 On-Demand Read C O O
Integration -
MultiSpeak 4.1 Remote Disconnect C O O
Integration -
MultiSpeak 4.1 Remote Connect C O O
Service
To Kick Off project and establish
successful working relationship C C O
Service
To obtain detailed agreement on
Project Plan C C O
Service Conduct Discovery Sessions C C O
Service
To write associated test cases that
Customer would execute for
acceptance of the Solution O C C
Service Integration Testing C C O
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www.harrissmartworks.com
APPENDIX C – Billing Determinants
# of
Registes Utility Fact grp
CIS
RateType RateTypeTxt
CY
2021 #
Of
Meters
Interval
CY
2025
est. #
of
meters
CY
2030
est. #
of
meters
AMI to MDM UOM
Note: May not match meter
programming
1 Electric E1 KWH-SM
Residential Electric
Service 24946 15 23846 16946 KWH
1 Electric E1N1 EXP-E1N1
E1N1 Net Meter KWH
Received 1001 15 1001 901 KWH_RCVD
2 Electric E1N1 KWH-E1N1
E1 NEM1 KWH
Delivered 1001 15 1001 901 KWH
1 Electric E1N2 EXP-E1N2
E1N2 Net Meter KWH
Received 228 15 1000 2000 KWH_RCVD
2 Electric E1N2 KWH-E1N2
E1 NEM2 KWH
Delivered 228 15 1000 2000 KWH
E1T N/A 15 100 5000 KWH
1 Electric E1T KW_M-E1
E1T Mid Peak Ele TOU
KW 15 100 5000
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
2 Electric E1T KW_O-E1
E1T Off Peak Ele TOU
KW 15 100 5000
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
3 Electric E1T KW_P-E1
E1T On Peak Ele TOU
KW 15 100 5000
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
4 Electric E1T
KWH_M-
E1
E1T Mid Peak Ele TOU
Kwh 15 100 5000
N/A Calculated by MDM
based on Mid Peak KWH
5 Electric E1T KWH_O-E1
E1T Off Peak Ele TOU
Kwh 15 100 5000
N/A Calculated by MDM
based on Off Peak KWH
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6 Electric E1T KWH_P-E1
E1T On Peak Ele TOU
Kwh 15 100 5000
N/A Calculated by MDM
based on On Peak KWH
E1N1T N/A 100 100 KWH_RCVD
E1N1T N/A 100 100 KWH
1 Electric E1N1T KW_M-E1
E1T Mid Peak Ele TOU
KW Received
15
100 100
N/A Calculated by MDM:
Max 15 Mid Peak
KWH_RCVD * 4
2 Electric E1N1T KW_O-E1
E1T Off Peak Ele TOU
KW Received
15
100 100
N/A Calculated by MDM:
Max 15 Off Peak KWH_RCVD
* 4
3 Electric E1N1T KW_P-E1
E1T On Peak Ele TOU
KW Received
15
100 100
N/A Calculated by MDM:
Max 15 On Peak KWH_RCVD
* 4
4 Electric E1N1T
KWH_M-
E1
E1T Mid Peak Ele TOU
Kwh Received
15
100 100
N/A Calculated by MDM
based on Mid Peak
KWH_RCVD
5 Electric E1N1T KWH_O-E1
E1T Off Peak Ele TOU
Kwh Received
15
100 100
N/A Calculated by MDM
based on Off Peak
KWH_RCVD
6 Electric E1N1T KWH_P-E1
E1T On Peak Ele TOU
Kwh Received
15
100 100
N/A Calculated by MDM
based on On Peak
KWH_RCVD
7 Electric E1N1T KW_M-E1
E1T Mid Peak Ele TOU
KW Delivered 15 100 100
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
8 Electric E1N1T KW_O-E1
E1T Off Peak Ele TOU
KW Delivered 15 100 100
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
9 Electric E1N1T KW_P-E1
E1T On Peak Ele TOU
KW Delivered 15 100 100
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
10 Electric E1N1T
KWH_M-
E1
E1T Mid Peak Ele TOU
Kwh Delivered 15 100 100
N/A Calculated by MDM
based on Mid Peak KWH
11 Electric E1N1T KWH_O-E1
E1T Off Peak Ele TOU
Kwh Delivered 15 100 100
N/A Calculated by MDM
based on Off Peak KWH
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12 Electric E1N1T KWH_P-E1
E1T On Peak Ele TOU
Kwh Delivered 15 100 100
N/A Calculated by MDM
based on On Peak KWH
E1N2T N/A 0 1000 KWH_RCVD
E1N2T N/A 0 1000 KWH
1 Electric E1N2T KW_M-E1
E1N2T Mid Peak Ele
TOU KW Received
15
0 1000
N/A Calculated by MDM:
Max 15 Mid Peak
KWH_RCVD * 4
2 Electric E1N2T KW_O-E1
E1N2T Off Peak Ele TOU
KW Received
15
0 1000
N/A Calculated by MDM:
Max 15 Off Peak KWH_RCVD
* 4
3 Electric E1N2T KW_P-E1
E1N2T On Peak Ele
TOU KW Received
15
0 1000
N/A Calculated by MDM:
Max 15 On Peak KWH_RCVD
* 4
4 Electric E1N2T
KWH_M-
E1
E1N2T Mid Peak Ele
TOU Kwh Received
15
0 1000
N/A Calculated by MDM
based on Mid Peak
KWH_RCVD
5 Electric E1N2T KWH_O-E1
E1N2T Off Peak Ele TOU
Kwh Received
15
0 1000
N/A Calculated by MDM
based on Off Peak
KWH_RCVD
6 Electric E1N2T KWH_P-E1
E1N2T On Peak Ele
TOU Kwh Received
15
0 1000
N/A Calculated by MDM
based on On Peak
KWH_RCVD
7 Electric E1N2T KW_M-E1
E1N2T Mid Peak Ele
TOU KW Delivered 15 0 1000
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
8 Electric E1N2T KW_O-E1
E1N2T Off Peak Ele TOU
KW Delivered 15 0 1000
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
9 Electric E1N2T KW_P-E1
E1N2T On Peak Ele
TOU KW Delivered 15 0 1000
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
10 Electric E1N2T
KWH_M-
E1
E1N2T Mid Peak Ele
TOU Kwh Delivered 15 0 1000
N/A Calculated by MDM
based on Mid Peak KWH
11 Electric E1N2T KWH_O-E1
E1N2T Off Peak Ele TOU
Kwh Delivered 15 0 1000
N/A Calculated by MDM
based on Off Peak KWH
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12 Electric E1N2T KWH_P-E1
E1N2T On Peak Ele
TOU Kwh Delivered 15 0 1000
N/A Calculated by MDM
based on On Peak KWH
1 Electric E2 KWH-SM2
Residential Electric
Service 3133 15 2789 2579 KWH
E2T N/A 15 300 500 KWH
1 Electric E2T
KW_M-
E2T
E2T Mid Peak Ele TOU
KW 15 300 500
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
2 Electric E2T KW_O-E2T
E2T Off Peak Ele TOU
KW 15 300 500
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
3 Electric E2T KW_P-E2T
E2T On Peak Ele TOU
KW 15 300 500
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
4 Electric E2T
KWH_M-
E2T
E2T Mid Peak Ele TOU
Kwh 15 300 500
N/A Calculated by MDM
based on Mid Peak KWH
5 Electric E2T
KWH_O-
E2T
E2T Off Peak Ele TOU
Kwh 15 300 500
N/A Calculated by MDM
based on Off Peak KWH
6 Electric E2T
KWH_P-
E2T
E2T On Peak Ele TOU
Kwh 15 300 500
N/A Calculated by MDM
based on On Peak KWH
1 Electric E2N EXP-E2N
E2 NEM1 KWH
Received 34 15 34 34 KWH_RCVD
2 Electric E2N KWH-E2N
E2N NEM1 KWH
Delivered 34 15 34 34 KWH
E2N1T N/A
E2N1 Net Meter KWH
Received 0 0 KWH_RCVD
E2N1T N/A
E2N1 Net Meter KWH
Delivered 0 0 KWH
1 Electric E2N1T KW_M-E2
E2N1T Mid Peak Ele
TOU KW Received 15 0 0 0 Meters
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 206
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 63
2 Electric E2N1T KW_O-E2
E2N1T Off Peak Ele TOU
KW Received 15 0 0 0 Meters
3 Electric E2N1T KW_P-E2
E2N1T On Peak Ele
TOU KW Received 15 0 0 0 Meters
4 Electric E2N1T
KWH_M-
E2
E2N1T Mid Peak Ele
TOU Kwh Received 15 0 0 0 Meters
5 Electric E2N1T KWH_O-E2
E2N1T Off Peak Ele TOU
Kwh Received 15 0 0 0 Meters
6 Electric E2N1T KWH_P-E2
E2N1T On Peak Ele
TOU Kwh Received 15 0 0 0 Meters
7 Electric E2N1T KW_M-E2
E2N1T Mid Peak Ele
TOU KW Delivered 15 0 0 0 Meters
8 Electric E2N1T KW_O-E2
E2N1T Off Peak Ele TOU
KW Delivered 15 0 0 0 Meters
9 Electric E2N1T KW_P-E2
E2N1T On Peak Ele
TOU KW Delivered 15 0 0 0 Meters
10 Electric E2N1T
KWH_M-
E2
E2N1T Mid Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
11 Electric E2N1T KWH_O-E2
E2N1T Off Peak Ele TOU
Kwh Delivered 15 0 0 0 Meters
12 Electric E2N1T KWH_P-E2
E2N1T On Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
1 Electric E2N2 EXP-E2N2
E2N2 NEM2 KWH
Received 6 15 10 20 KWH_RCVD
2 Electric E2N2 KWH-E2N2
E2N2 NEM2 KWH
Delivered 6 15 10 20 KWH
E2N2T N/A
E2N2 NEM2 KWH
Received 0 0 KWH_RCVD
E2N2T N/A
E2N2 NEM2 KWH
Delivered 0 0 KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
6.a
Packet Pg. 207
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 64
1 Electric E2N2T KW_M-E2
E2N2T Mid Peak Ele
TOU KW Received 15 0 0 0 Meters
2 Electric E2N2T KW_O-E2
E2N2T Off Peak Ele
TOU KW Received 15 0 0 0 Meters
3 Electric E2N2T KW_P-E2
E2N2T On Peak Ele
TOU KW Received 15 0 0 0 Meters
4 Electric E2N2T
KWH_M-
E2
E2N2T Mid Peak Ele
TOU Kwh Received 15 0 0 0 Meters
5 Electric E2N2T KWH_O-E2
E2N2T Off Peak Ele
TOU Kwh Received 15 0 0 0 Meters
6 Electric E2N2T KWH_P-E2
E2N2T On Peak Ele
TOU Kwh Received 15 0 0 0 Meters
7 Electric E2N2T KW_M-E2
E2N2T Mid Peak Ele
TOU KW Delivered 15 0 0 0 Meters
8 Electric E2N2T KW_O-E2
E2N2T Off Peak Ele
TOU KW Delivered 15 0 0 0 Meters
9 Electric E2N2T KW_P-E2
E2N2T On Peak Ele
TOU KW Delivered 15 0 0 0 Meters
10 Electric E2N2T
KWH_M-
E2
E2N2T Mid Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
11 Electric E2N2T KWH_O-E2
E2N2T Off Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
12 Electric E2N2T KWH_P-E2
E2N2T On Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
1 Electric E4 KWH-E4
E4 Medium Comm Elec
Ser Kwh 859 5 859 859 KWH
2 Electric E4 KVARH-E4
E4 Medium Comm Elec
Ser Kvarh 859 5 859 859 KVRAH
3 Electric E4 KW-E4
E4 Medium Comm Elec
Ser KW 859 5 859 859
Calculated by MDM: Rolling
Demand
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 208
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 65
E4T N/A 5 5 10 KWH
E4T N/A 5 5 10 KVARh
1 Electric E4T KW_M-E4T
E4T Mid Peak Ele TOU
KW 0 5 5 10
Calculated by MDM: Rolling
Demand – Mid Peak
2 Electric E4T KW_O-E4T
E4T Off Peak Ele TOU
KW 0 5 5 10
Calculated by MDM: Rolling
Demand – Mid Peak
3 Electric E4T KW_P-E4T
E4T On Peak Ele TOU
KW 0 5 5 10
Calculated by MDM: Rolling
Demand – Mid Peak
4 Electric E4T
KWH_M-
E4T
E4T Mid Peak Ele TOU
Kwh 0 5 5 10
N/A Calculated by MDM
based on Mid Peak KWH
5 Electric E4T
KWH_O-
E4T
E4T Off Peak Ele TOU
Kwh 0 5 5 10
N/A Calculated by MDM
based on Off Peak KWH
6 Electric E4T
KWH_P-
E4T
E4T On Peak Ele TOU
Kwh 0 5 5 10
N/A Calculated by MDM
based on On Peak KWH
7 Electric E4T
KVARh_M-
E4T
E4T Mid Peak Ele TOU
KVARh 0 5 5 10
N/A Calculated by MDM
based on Mid Peak KVARh
8 Electric E4T
KVARh_O-
E4T
E4T Off Peak Ele TOU
KVARh 0 5 5 10
N/A Calculated by MDM
based on Off Peak KVARh
9 Electric E4T
KVARh_P-
E4T
E4T On Peak Ele TOU
KVARh 0 5 5 10
N/A Calculated by MDM
based on On Peak KVARh
Electric E4N N/A 5 44 44 KWH_RCVD
Electric E4N N/A 5 44 44 KVARh_RCVD
Electric E4N N/A 5 44 44 KWH
Electric E4N N/A 5 44 44 KVARh
1 Electric E4N KWH-E4N
E4 Medium Comm Elec
Ser Kwh_RCVD 44 5 44 44 KWH_RCVD
2 Electric E4N KVR-E4N
E4 Medium Comm Elec
Ser Kvarh_RCVD 44 5 44 44 KVarh_RCVD
3 Electric E4N KW-E4N
E4 Medium Comm Elec
Ser KW_RCVD 44 5 44 44
N/A Calculated by MDM:
Rolling Demand
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 209
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 66
4 Electric E4N KWH-E4N
E4 Medium Comm Elec
Ser Kwh_Delivered 44 5 44 44 KWH
5 Electric E4N KVR-E4N
E4 Medium Comm Elec
Ser Kvarh_Delivered 44 5 44 44 KVARh
6 Electric E4N KW-E4N
E4 Medium Comm Elec
Ser KW_Delivered 44 5 44 44
N/A Calculated by MDM:
Rolling Demand
1 Electric E4N2 EXP-E4N2 E4 NEM2 KWH Exported 1 5 1 1 KWH_RCVD
2 Electric E4N2 KW-E4N2 E4 NEM2 KW Exported 1 5 1 1
N/A Calculated by MDM
based on KWH_RCVD
3 Electric E4N2 KWH-E4N2
E4 NEM2 KWH
Consumed 1 5 1 1 KWH
4 Electric E4N2 KW-E4N2 E4 NEM2 KW Consumed 1 5 1 1
N/A Calculated by MDM
based on KWH
E4N2T N/A 0 5 KWH_RCVD
E4N2T N/A 0 5 KWH
E4N2T N/A 0 5 KVARH
1 Electric E4N2T
KW_M-
E4N2T
E4N2T Mid Peak Ele
TOU KW Received 5 0 5
N/A Calculated by MDM:
Rolling Demand – Mid Peak
2 Electric E4N2T
KW_O-
E4N2T
E4N2T Off Peak Ele TOU
KW Received 5 0 5
N/A Calculated by MDM:
Rolling Demand – Off Peak
3 Electric E4N2T
KW_P-
E4N2T
E4N2T On Peak Ele
TOU KW Received 5 0 5
N/A Calculated by MDM:
Rolling Demand – On Peak
4 Electric E4N2T
KWH_M-
E4N2T
E4N2T Mid Peak Ele
TOU Kwh Received
5
0 5
N/A Calculated by MDM
based on Mid Peak
KWH_RCVD
5 Electric E4N2T
KWH_O-
E4N2T
E4N2T Off Peak Ele TOU
Kwh Received
5
0 5
N/A Calculated by MDM
based on Off Peak
KWH_RCVD
6 Electric E4N2T
KWH_P-
E4N2T
E4N2T On Peak Ele
TOU Kwh Received
5
0 5
N/A Calculated by MDM
based on On Peak
KWH_RCVD
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 210
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 67
7 Electric E4N2T
KW_M-
E4N2T
E4N2T Mid Peak Ele
TOU KW Delivered 5 0 5
N/A Calculated by MDM:
Rolling Demand – Mid Peak
8 Electric E4N2T
KW_O-
E4N2T
E4N2T Off Peak Ele TOU
KW Delivered 5 0 5
N/A Calculated by MDM:
Rolling Demand – Off Peak
9 Electric E4N2T
KW_P-
E4N2T
E4N2T On Peak Ele
TOU KW Delivered 5 0 5
N/A Calculated by MDM:
Rolling Demand – On Peak
10 Electric E4N2T
KWH_M-
E4N2T
E4N2T Mid Peak Ele
TOU Kwh Delivered 5 0 5
N/A Calculated by MDM
based on Mid Peak KWH
11 Electric E4N2T
KWH_O-
E4N2T
E4N2T Off Peak Ele TOU
Kwh Delivered 5 0 5
N/A Calculated by MDM
based on Off Peak KWH
12 Electric E4N2T
KWH_P-
E4N2T
E4N2T On Peak Ele
TOU Kwh Delivered 5 0 5
N/A Calculated by MDM
based on On Peak KWH
13 Electric E4N2T
KVARH_M-
E4N2T
E4N2T Mid Peak Ele
TOU KVARh 5 0 5
N/A Calculated by MDM
based on Mid Peak KVARh
14 Electric E4N2T
KVARH_O-
E4N2T
E4N2T Off Peak Ele TOU
KVARh 5 0 5
N/A Calculated by MDM
based on Off Peak KVARh
15 Electric E4N2T
KVARH_P-
E4N2T
E4N2T On Peak Ele
TOU KVARh 5 0 5
N/A Calculated by MDM
based on On Peak KVARh
1 Electric E7 KVARH-E7
E7 Large Comm Elec Ser
Kvarh 62 5 62 62 KVARh
2 Electric E7 KW-E7
E7 Large Comm Elec Ser
KW 62 5 62 62
N/A Calculated by MDM
based on KWH
3 Electric E7 KWH-E7
E7 Large Comm Elec Ser
Kwh 62 5 62 62 KWH
1 Electric E7N KVR-E7N
E7 NEM1 Large Comm
Elec Ser Kvarh Received 8 5 8 15 KVARh_RCVD
2 Electric E7N KW-E7N
E7 NEM1 Large Comm
Elec Ser KW Received 8 5 8 15
N/A Calculated by MDM
based on KWH_RCVD
3 Electric E7N KWH-E7N
E7 NEM1 Large Comm
Elec Ser Kwh Received 8 5 8 15 KWH_RCVD
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 211
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 68
4 Electric E7N
KAVRH-
E7N
E7 NEM1 Large Comm
Elec Ser Kvarh
Delivered 8
5
8 15 KVARh
5 Electric E7N KW-E7N
E7 NEM1 Large Comm
Elec Ser KW Delivered 8 5 8 15
N/A Calculated by MDM
based on KWH
6 Electric E7N KWH-E7N
E7 NEM1 Large Comm
Elec Ser Kwh Delivered 8 5 8 15 KWH
1 Electric E7N2
KVARH-
E7N2
E7 NEM2 Large Comm
Elec Ser Kvarh Received 5 0 0 KVARh_RCVD
2 Electric E7N2 KW-E7N2
E7 NEM2 Large Comm
Elec Ser KW Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
3 Electric E7N2 KWH-E7N2
E7 NEM2 Large Comm
Elec Ser Kwh Received 5 0 0 KWH_RCVD
4 Electric E7N2
KVARH-
E7N2
E7 NEM2 Large Comm
Elec Ser Kvarh
Delivered
5
0 0 KVARh
5 Electric E7N2 KW-E7N2
E7 NEM2 Large Comm
Elec Ser KW Delivered 5 0 0
N/A Calculated by MDM
based on KWH
6 Electric E7N2 KWH-E7N2
E7 NEM2 Large Comm
Elec Ser Kwh Delivered 5 0 0 KWH
E7T N/A 2 5 KWH
E7T N/A 2 5 KVARh
1 Electric E7T KW_M-E7
E7T Mid Peak Ele TOU
KW 2 5 2 5
N/A Calculated by MDM:
Rolling Demand – Mid Peak
2 Electric E7T KW_O-E7
E7T Off Peak Ele TOU
KW 2 5 2 5
N/A Calculated by MDM:
Rolling Demand – Off Peak
3 Electric E7T KW_P-E7
E7T On Peak Ele TOU
KW 2 5 2 5
N/A Calculated by MDM:
Rolling Demand – On Peak
4 Electric E7T
KWH_M-
E7
E7T Mid Peak Ele TOU
Kwh 2 5 2 5
N/A Calculated by MDM
based on KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 212
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 69
5 Electric E7T KWH_O-E7
E7T Off Peak Ele TOU
Kwh 2 5 2 5
N/A Calculated by MDM
based on KWH
6 Electric E7T KWH_P-E7
E7T On Peak Ele TOU
Kwh 2 5 2 5
N/A Calculated by MDM
based on KWH
7 Electric E7T
KVARh_M-
E7T
E7T Mid Peak Ele TOU
KVARh 0 5 2 5
N/A Calculated by MDM
based on KVARh
8 Electric E7T
KVARh_O-
E7T
E7T Off Peak Ele TOU
KVARh 0 5 2 5
N/A Calculated by MDM
based on KVARh
9 Electric E7T
KVARh_P-
E7T
E7T On Peak Ele TOU
KVARh 0 5 2 5
N/A Calculated by MDM
based on KVARh
1 Electric E7T (PF) KW_M-E7
E7T Mid Peak Ele TOU
KW
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
2 Electric E7T (PF) KW_O-E7
E7T Off Peak Ele TOU
KW
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
3 Electric E7T (PF) KW_P-E7
E7T On Peak Ele TOU
KW
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
4 Electric E7T (PF)
KWH_M-
E7
E7T Mid Peak Ele TOU
Kwh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
5 Electric E7T (PF) KWH_O-E7
E7T Off Peak Ele TOU
Kwh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
6 Electric E7T (PF) KWH_P-E7
E7T On Peak Ele TOU
Kwh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
7 Electric E7T (PF)
KVARH_M-
E7
E7T Mid Peak Ele TOU
KVARh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 213
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 70
8 Electric E7T (PF)
KVARH_O-
E7
E7T Off Peak Ele TOU
KVARh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
9 Electric E7T (PF)
KVARH_P-
E7
E7T On Peak Ele TOU
KVARh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
Electric E7N2T N/A KWH_RCVD
Electric E7N2T N/A KWH
Electric E7N2T N/A KVarh
1 Electric E7N2T
KW_M-
E7N2T
E7N2T Mid Peak Ele
TOU KW Received 5 0 0
N/A Calculated by MDM:
Rolling Demand – Mid Peak
2 Electric E7N2T
KW_O-
E7N2T
E7N2T Off Peak Ele TOU
KW Received 5 0 0
N/A Calculated by MDM:
Rolling Demand – Off Peak
3 Electric E7N2T
KW_P-
E7N2T
E7N2T On Peak Ele
TOU KW Received 5 0 0
N/A Calculated by MDM:
Rolling Demand – On Peak
4 Electric E7N2T
KWH_M-
E7N2T
E7N2T Mid Peak Ele
TOU Kwh Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
5 Electric E7N2T
KWH_O-
7N2T
E7N2T Off Peak Ele TOU
Kwh Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
6 Electric E7N2T
KWH_P-
E7N2T
E7N2T On Peak Ele
TOU Kwh Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
7 Electric E7N2T
KW_M-
E7N2T
E7N2T Mid Peak Ele
TOU KW Delivered 5 0 0
N/A Calculated by MDM:
Rolling Demand – Mid Peak
8 Electric E7N2T
KW_O-
E7N2T
E7N2T Off Peak Ele TOU
KW Delivered 5 0 0
N/A Calculated by MDM:
Rolling Demand – Off Peak
9 Electric E7N2T
KW_P-
E7N2T
E7N2T On Peak Ele
TOU KW Delivered 5 0 0
N/A Calculated by MDM:
Rolling Demand – On Peak
10 Electric E7N2T
KWH_M-
E7N2T
E7N2T Mid Peak Ele
TOU Kwh Delivered 5 0 0
N/A Calculated by MDM
based on KWH
11 Electric E7N2T
KWH_O-
E7N2T
E7N2T Off Peak Ele TOU
Kwh Delivered 5 0 0
N/A Calculated by MDM
based on KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
6.a
Packet Pg. 214
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 71
12 Electric E7N2T
KWH_P-
E7N2T
E7N2T On Peak Ele
TOU Kwh Delivered 5 0 0
N/A Calculated by MDM
based on KWH
13 Electric E7N2T
KVARH_M-
E7N2T
E7N2T Mid Peak Ele
TOU KVarh Delivered 5 0 0
N/A Calculated by MDM
based on KVARh
14 Electric E7N2T
KVARH_O-
E7N2T
E7N2T Off Peak Ele TOU
KVarh Delivered 5 0 0
N/A Calculated by MDM
based on KVARh
15 Electric E7N2T
KVARH_P-
E7N2T
E7N2T On Peak Ele
TOU KVarh Delivered 5 0 0
N/A Calculated by MDM
based on KVARh
N/A
Voltage (not for the
purpose of billing) 300 VOL
1 Gas
G1
Residential THERMS Therms 21872 60 21872 21872 CCF
1 Gas
G2
Commerical THERMS Therms 2286 60 2286 2286 CCF
1 Gas
G3
Industrial THERMS Therms 34 60 34 34 CCF
1 Water
W1
Register CCF Water Consumption 20356 60 20356 20356 CCF
1 Water
W2
Register CCF W2 HI 300 60 300 300 CCF
2 Water
W2
Register CCF W2 LO 300 60 300 300 CCF
1 Water
W3
Register CCF W3 HI 3 60 3 3 CCF
2 Water
W3
Register CCF W3 LO 3 60 3 3 CCF
3 Water
W3
Register CCF W3 FIRE 3 60 3 3 CCF
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 215
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 72
Total
79,165
83,414
128,044
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 216
Schedule “D”
Support Services
SmartWorks Support Services
The Schedule D describes the Support Services included in this Subscription Agreement and more specifically, a
listing of ticket priorities, an outline of SmartWorks’ escalation procedures and related details. For the purposes
of this Schedule D, “SmartWorks Services” means the Services and the Software Services.
SmartWorks reserves the right to make modifications to this document as required.
Last Updated: July 21, 2020
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 217
Contents
Standard Support and Maintenance Services – Guidelines ...........................
Customer Responsibilities ..............................................................................
Solution Updates ............................................................................................
Billable Support Services ................................................................................
Test Databases and Environments .................................................................
Operations ......................................................................................................
Hours ..............................................................................................................
Holiday Schedule ………… …………………………………………………………………………………………………………………………
Ticket Process .................................................................................................
Ticket Priorities ...............................................................................................
Response Times ..............................................................................................
Escalation Process ..........................................................................................
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Packet Pg. 218
STANDARD SUPPORT AND MAINTENANCE SERVICES – GUIDELINES
The support services listed below (“Support Services”) are included in the SmartWorks Services.
•Support for the SmartWorks Services as provided by the SmartWorks professional services group includes:
The SmartWorks Services and all default functionality
The SmartWorks Services side of the interfaces with other third party systems, as implemented by our
professional services consultants
Customized rules developed by professional services staff. Rules developed or modified by the
Customer are not supported through the standard Support Services.
The integrity of the data within the SmartWorks Services, to the extent that the SmartWorks Services
has manipulated it. The SmartWorks Services is not responsible for the completeness or accuracy of the
data originating in third party systems (e.g. AMI, CIS, etc.)
Advice on VEE parameter settings and processes, however the VEE settings themselves are the
responsibility of the Customer
•SmartWorks will create and install software updates (release notes will be available upon request and on the
Customer Hub) that may include:
Defect corrections (as warranted)
-Planned enhancements
-State (Provincial) and/or Federal mandated changes (charges may exist depending on scope)
-From time to time, we will provide software upgrades (note that there may be charges in
implementation depending on the scope of services)
•SmartWorks will troubleshoot customer issues and provide recommendations for resolution
•SmartWorks will deploy performance monitoring tools
•SmartWorks will provide remote training on subjects of limited scope. As a rule of thumb, a subject of
limited scope can be addressed in about 15 minutes over the phone. If a customer makes numerous
training requests in a short period of time, we may deem the training requests to be of a broad nature.
•HealthWatch - Online Diagnostics
HealthWatch rules will collect data and alert Support Services when specific thresholds have been met
(e.g. disk space limit reached, no interval data for two days, etc.)
SmartWorks will proactively monitor your solution to identify small issues before they become big
problems using our HealthWatch tool. Depending on the nature of the issue, we may either alert you or
attempt to address the issue ourselves.
If customer decides to opt-out of HealthWatch, charges may apply.
•Customer Care Program. On a periodic basis, SmartWorks will share useful information regarding the use of
your SmartWorks Services modules through one or more of the following methods:
Support Bulletins
Communication on new products and services
On-site visits (as required)
Webinars
Surveys
Knowledge Base
•If requested, provide an Outstanding Tickets Report with conference call
•Ability to attend the annual customer conference (attendance fees apply)
•Opportunity to participate in BETA programs at our discretion
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• SmartWorks shall provide an online ticketing system with the following features:
Ability to log and close tickets
Ability to view and update tickets
Ability to update contact information
Access to published documentation
Access to support knowledge base
Ability to report on metrics
• 800 Toll Free Telephone Support
Out-of-Scope Services, as defined and set out in Exhibit I are not included in the Support Services. Additional
fees shall apply to Out-of-Scope services.
Customer Responsibilities
In order to effectively provide our support services, the Customer is responsible for the following items:
• Customer shall notify SmartWorks of suspected defects in the Services. Customer shall provide, upon
SmartWorks request, additional data deemed necessary or desirable by SmartWorks to reproduce the
environment in which such defect occurred.
• Customer shall ensure that its personnel are, at relevant stages of the project, educated and trained in the
proper use of Services in accordance with applicable SmartWorks manuals and instructions. If Customer’s
personnel are not properly trained as mutually determined by SmartWorks and Customer, Customer agrees
that such personnel will be trained by SmartWorks or Customer within fifteen (15) days of determination. If
Customer desires SmartWorks to perform the required training then SmartWorks shall be compensated in
accordance with this Agreement.
• Customer shall establish proper backup procedures necessary to replace critical Customer data in the event
of loss or damage to such data from any cause. Customer shall provide SmartWorks with access to qualified
functional or technical personnel to aid in diagnosis and to assist in repair of the Software in the event of
error, defect or malfunction.
• Customer shall have the sole responsibility for:
The performance of any tests it deems necessary prior to the use of the Services.
Assuring proper Customer computer system installation, configuration, verification, audit controls and
operating methods.
Implementing proper procedures to assure security and accuracy of input and output and restart and
recovery in the event of malfunction.
Timely upgrade and keeping current all third party license releases and/or Third Party Components to
meet the requirements of the SmartWorks Services.
• Customer is responsible for the data quality, completeness, and availability from 3rd party applications on
which SmartWorks product relies.
• Customer shall be responsible for rules created and/or edited by Customer staff.
• Customer shall be solely responsible for all VEE parameters settings, the regular monitoring of validation failures, and
the rectification of any validation failures.
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SOLUTION UPDATES
SmartWorks will make software updates relevant to the Services available from time to time. When an update
is available, SmartWorks will make an announcement to its customers.
BILLABLE SUPPORT SERVICES
The services listed below are services that are out of scope of your Support Services and are therefore
considered billable services.
• Provision of remote or on-site training on subjects of broad scope
• New interfaces or connections to non-SmartWorks (or third party) applications
• Creation of test instances
• Custom modifications (e.g. rules, reports, new data, etc.)
• Data conversions and global modification to setup table data
• Database maintenance, repairs and optimization, refreshes, backups, restores
• Extended Hardware and Operating System support
• Upgrades and support of third party software (e.g. database software, OS, web server, etc.)
• Installations and/or re-installations of software solution
• Support for rules, reports, database procedures, or screens developed by, or modified by, the Customer
• Cleansing or re-processing of data originating from a third party system (e.g. AMI, CIS, etc.)
Note: If customer purchases a billable service with a maintenance fee such as the ones listed above, the
Customer is responsible for supporting these items.
Test Databases and Environments
SmartWorks support customers in the maintenance of independent test environments for testing purposes.
This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios
without risking any potentially unwanted changes to the live environment. The creation of test databases and
Environments is a billable service; quotations and incremental maintenance rates will be provided on request.
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OPERATIONS
Hours
Our standard Support Services hours are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding
designated statutory holidays. Weekend assistance is available, but must be scheduled in advance, and in most
cases is billable.
Holiday Schedule
Below is a listing of statutory holidays. Please note that Support Services will be closed on designated days as
outlined below.
New Year’s Eve Early Closure (noon EST)
New Year’s Day Closed
President’s Day (USA) /Family Day (Canada) Closed
Victoria Day (Canada) Closed
Labor Day Closed
Canada Day (Canada) Closed
Thanksgiving Day (Canada) Closed
Christmas Eve Early Closure (noon EST)
Christmas Day Closed
Boxing Day (Canada) Closed
Ticket Process
All issues or questions reported to support are tracked via a TeamSupport Customer Hub ticket. SmartWorks
Support Services analysts cannot provide assistance unless a support ticket is logged. The use of a TeamSupport
ticket allows us to track the resolution of your issues. In addition it allows measurement of activities for proper
forecasting of staffing requirements. SmartWorks’ current process for logging tickets includes the following:
TeamSupport Customer Hub (via website), email, phone and fax.
• Ticket must contain at a minimum: Customer name, contact person, module and/or menu selection, nature
of issue, detailed description of question or issue and any other pertinent information.
• SmartWorks’ Support Services or Support Services analysts will provide with a ticket id to track issue and
Customer ticket will be logged into SmartWorks’ support tracking database.
• Ticket will be stored in a queue and the first available support representative will be assigned to deal with
Customer’s issue.
• As assigned support representative investigates issue, Customer will be notified of status updates, actions
and a resolution plan via the support ticketing system. If additional information is required, Customer will
be contacted by the assigned support representative to supply the information required.
• All correspondence and actions associated with Customer ticket will be tracked against ticket ID in
SmartWorks’ support database. At any time, Customer may log onto our website to see status of ticket.
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• Once issue has been resolved, the ticket will be set to a “Resolved” status. Customer will then have time to
evaluate the resolution and provide feedback. Once Customer is satisfied that the issue has been
addressed, Customer will then close the ticket. SmartWorks will endeavour to provide w adequate time to
evaluate the resolution. However, SmartWorks will close a ticket if no feedback is received within 24
hours. Customer will always be notified of a pending or actual ticket closure. Customer will have the option
of re-opening the ticket if needed.
• Once ticket has been closed, Customer will receive an automated notification by email. This email will
contain the entire event history of the ticket from the time it was created and leading up to the resolution of
the ticket. Customer has option of viewing both open and closed tickets, via SmartWorks’ website.
• If issue requires escalation to a development resource or programmer for resolution, issue will be forwarded
to SmartWorks development team. Ticket will remain open until development team provides a response. If
a development item opens, Customer will be provided with a development tracking number upon request.
Issues escalated to development will be scheduled for resolution and may not be resolved immediately
depending on the nature and complexity of the issue. If an issue is determined to be an enhancement or
feature, Support Services personnel will log a ticket in SmartWorks’ product management queue and will
notify Customer when a release has been made available.
• Customer may contact the support department for a status update on development issues.
Ticket Priorities
SmartWorks Support Services is based on three ticket priorities: 1(high/critical), 2(medium), and 3(low). The
criteria used to establish a ticket priority are as follows:
Priority Level Description
1 • System Down (Software Application, Hardware, Operating System, Database)
• Program errors without workarounds
• Incorrect calculation errors impacting one-third of records
• Error messages preventing data integration and update
• Performance issues of severe nature impacting critical processes
• Security Issues
Note: in most cases issues affecting a test environment only will not be
considered a priority of 1
2 • System errors that have workarounds
• Calculation errors impacting less than one-third of records
• Reports calculation issues
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific)
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3 • Training questions, how to, or implementation of new processes
• Aesthetic issues
• Issues where a workaround is available for a large majority of cases
• Recommendations for enhancements on system changes
• Questions on documentation
• Test environment issues or questions
Response Times
Response times will vary and are dependent on the priority of the ticket. SmartWorks will make its best efforts
to ensure that incoming tickets are dealt with in the order that they are received, however, tickets will be
escalated based on the urgency of the issue reported. If a support ticket is logged during standard operating
hours, SmartWorks response times are as follows:
Priority Initial Response Time* R&D Response Time from Escalation Update Frequency
1 Within 4 hours Same day Every 2 business days
2 Within 8 hours Within one week Every 5 business days
3 Within 24 hours Within 3 weeks Every 10 business
days
*During Business Hours
Example:
- Priority 1 Support Ticket received Monday January 2 at 10 am >> Support Analyst responds Monday January 2 by noon >>
Support Analyst sends update Monday January 2.
- Priority 1 Support Ticket received Monday January 2 at 9 PM >> Support Analyst responds Tuesday January 3 by noon >>
Support Analyst sends update Tuesday January 3.
Escalation Process
SmartWorks will endeavour to provide a satisfying and positive Support Services experience. However, if at any
time Customer is not completely satisfied with the resolution of an issue, Customer is encouraged to escalate
within Support Services, as follows:
Level 1: Customer ticket’s assigned Support Services Analyst
Level 2: Team Lead, Support Services
Level 3: Manager, Support Services
Level 4: Executive Vice President, SmartWorks
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EXHIBIT I
OUT-OF-SCOPE SUPPORT SERVICES
“Out-Of-Scope Services” means the following services, which shall be more particularly described in and
delivered pursuant to a Change Order:
• Troubleshooting and analysis that ought to have been performed by Customer through reference to
documentation (Support Resources).
• Services associated with configuring, testing and deploying an update or upgrade in any of Customer’s
systems.
• Services related to Third Party IaaS/PaaS integration performed at the Customer’s site.
• Any other excluded Support Services as SmartWorks may determine from time to time.
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Schedule “E”
Security
1. Harris shall store and process Data in accordance with industry standard practices.
2. Response to Legal Orders, Demands or Requests for Data.
a. Where permitted by law SmartWorks shall:
i. Promptly notify the Customer of any subpoenas, warrants, or other legal orders, demands or
requests received by SmartWorks seeking Data;
ii. Consult with the Customer regarding its response;
iii. Cooperate with the Customer’s reasonable requests, at Customer’s expense, in connection
with efforts by the Customer to intervene and quash or modify the legal order, demand or
request; and
iv. Upon the Customer’s request, provide the Customer with a copy of its response.
b. If the Customer receives a subpoena, warrant, or other legal order, demand (“requests”) or request
seeking Data maintained by SmartWorks, Customer will promptly provide a copy of the request to
SmartWorks. SmartWorks will, where permitted by law, promptly supply Customer with copies of
records or information required for the Customer to respond, and will cooperate with Customer’s
reasonable requests, and at Customer’s expense, in connection with its response.
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Schedule “F”
Third Party Software
(To be completed, if required)
Not Applicable
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EXHIBIT “G”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES
WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE
OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL
INJURY, BROAD FORM PROPERTY DAMAGE
BLANKET CONTRACTUAL,
PRODUCTS/COMPLETED OPERATIONS AND FIRE
LEGAL LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$2,000,000
$2,000,000
$2,000,000
YES TECHNOLOGY ERRORS AND OMISSIONS
LIABILITY COVERAGE. THE POLICY SHALL AT A
MINIMUM COVER PROFESSIONAL MISCONDUCT
OR LACK OF REQUISITE SKILL FOR THE
PERFORMANCE OF SERVICES DEFINED IN THE
CONTRACT AND SHALL ALSO PROVIDE
COVERAGE FOR THE FOLLOWING RISKS:
(i)NETWORK SECURITY LIABILITYARISING
FROM UNAUTHORIZED ACCESS TO, USE OF, OR
TAMPERING WITH COMPUTERS OR COMPUTER
SYSTEMS, INCLUDING HACKERS, EXTORTION,
AND
(ii)LIABILITY ARISING FROM
INTRODUCTION OF ANY FORM OF MALICIOUS
SOFTWARE INCLUDING COMPUTER VIRUSES
INTO, OR OTHERWISE CAUSING DAMAGE TO
THE CITY’S OR THIRD PERSON’S COMPUTER,
COMPUTER SYSTEM, NETWORK, OR SIMILAR
COMPUTER RELATED PROPERTY AND THE DATA,
SOFTWARE AND PROGRAMS THEREON.
CONTRACTOR SHALL MAINTAIN IN FORCE
DURING THE FULL LIFE OF THE CONTRACT.
THE POLICY SHALL PROVIDE COVERAGE FOR
BREACH RESPONSE COSTS AS WELL AS
REGULATORY FINES AND PENALTIES AS WELL AS
CREDIT MONITORING EXPENSES WITH LIMITS
SUFFICIENT TO RESPOND TO THESE
OBLIGATIONS.
ALL DAMAGES $2,000,000 $2,000,000
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YES
CYBER AND PRIVACY INSURANCE.
SUCH INSURANCE SHALL INCLUDE COVERAGE
FOR LIABILITY ARISING FROM COVERAGE IN AN
AMOUNT SUFFICIENT TO COVER THE FULL
REPLACEMENT VALUE OF DAMAGE TO,
ALTERATION OF, LOSS OF, THEFT,
DISSEMINATION OR DESTRUCTION OF
ELECTRONIC DATA AND/OR USE OF
CONFIDENTIAL INFORMATION, “PROPERTY” OF
THE CITY OF PALO ALTO THAT WILL BE IN THE
CARE, CUSTODY, OR CONTROL OF VENDOR,
INFORMATION INCLUDING BUT NOT LIMITED
TO, BANK AND CREDIT CARD ACCOUNT
INFORMATION OR PERSONAL INFORMATION,
SUCH AS NAME, ADDRESS, SOCIAL SECURITY
NUMBERS, PROTECTED HEALTH INFORMATION
OR OTHER PERSONAL IDENTIFICATION
INFORMATION, STORED OR TRAMSITTED IN
ELECTRONIC FORM, SUBJECT TO TERMS,
CONDITIONS, LIMITATIONS AND EXCLUSIONS
OF POLICY
ALL DAMAGES $2,000,000 $2,000,000
YES
AUTOMOBILE LIABILITY, ALL OWNED THIRD PARTY LIABILITY-ANY
AUTO
PERSONAL INJURY
PROTECTION AUTO SUBJECT
TO NO FAULT
AUTO MEDICAL PAYMENTS
OWNED PRIVATE PASSENGER
AUTOS
UNINSURED/UNDERINSURED
MOTORIST COVERAGE
PHYSICAL DAMAGE COLLISION
AND COMPREHENSIVE
$1,000,000
STATUTORY
$5,000
$1,000,000
STATUTORY
$5,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS
AND OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES
LY CONTRACTOR AND ITS
NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS,
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, 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 CONTRACTOR 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 OR GRANTING ADDITIONAL INSURED STATUS BY POLICY ENDORSEMENT.
I.INSURANCE COVERAGE MUST INCLUDE:
A.A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY, AS APPLICABLE.
II.CONTRACTOR 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.
B.CROSS LIABILITY
YES
ACTUAL VALUE ACTUAL VALUE
$1,000,000 $1,000,000
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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 WRITTEN NOTICE OF
CANCELLATION AS SOON AS REASONABLY PRACTICABLE .
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.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES 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
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City of Palo Alto
Information Security
Document Version: V2.5 [11/01/2012]
Doc: InfoSec 110
Page 1 of 2
SCHEDULE H
VENDOR CYBERSECURITY TERMS AND CONDITIONS
(AKA: SAAS SECURITY AND PRIVACY TERMS AND CONDITIONS)
This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered
into by and between the City of Palo Alto (the “City”) and N. Harris Computer Corporation (DBA SmartWorks) (the
“Consultant”) for the provision of Software as a Service services to the City (the “Agreement”).
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 businesses, 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 the 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
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City of Palo Alto
Information Security
Document Version: V2.5 [11/01/2012]
Doc: InfoSec 110
Page 2 of 2
City with respect to the Services to be performed under this Agreement.
(b) Have adopted and implemented information security and privacy policies that are documented,
are accessible to the City and comply with industry standards. Third party audit reports based
on industry standards (SOC 2 or ISO 27001 or equivalent) will be made available annually, on
request.
(c) Conduct routine data and information security compliance training of its personnel that is
appropriate to their role.
(d) Develop and maintain detailed documentation of the IT infrastructure, including software
versions and patch levels.
(e) 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 longer would require access to that information or who are terminated.
(f) Implement access accountability (identification and authentication) architecture and support
role-based access control (“RBAC”) and segregation of duties (“SoD”) mechanisms, as
applicable. “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.
(g) 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.
(h) Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity, and availability of the City's information.
(i) Deploy and maintain IT system upgrades, patches and configurations conforming to current
patch and/or release levels within a reasonable time.
(j) Provide for the timely detection of, response to, and the reporting of security incidents,
including on-going incident monitoring with logging.
(k) Notify the City as soon as reasonably practicable of detecting a security incident that results in
the unauthorized access to or the misuse of the City's confidential data and information.
(l) Perform security self-audits on a regular basis.
(m) Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, the Confidential Information will be accessible only by the Consultant and any
authorized third party service provider’s personnel.
(n) Perform regular, reliable secured backups of all data needed to maximize availability of the
Services.
(o) Maintain the Confidential Information in accordance with applicable federal, state and local
data and information privacy laws, rules, and regulations.
(p) Encrypt the Confidential Information before delivering the same by electronic mail to the City
and or any authorized recipient.
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Certificate Of Completion
Envelope Id: 767E277F989A4AEC840182DB2A4E2400 Status: Completed
Subject: Please DocuSign: 184319 Harris contract complete.pdf
Source Envelope:
Document Pages: 118 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Annmarie Romero
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
annmarie.romero@cityofpaloalto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
1/31/2022 2:23:54 PM
Holder: Annmarie Romero
annmarie.romero@cityofpaloalto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Jeff Bender
JBender@harriscomputer.com
Chief Executive Officer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.116.125.43
Sent: 1/31/2022 2:32:39 PM
Viewed: 2/1/2022 5:21:10 AM
Signed: 2/1/2022 5:22:36 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Richardson
trichardson@harriscomputer.com
CFO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.114.126.107
Sent: 2/1/2022 5:22:45 AM
Resent: 2/1/2022 1:20:49 PM
Viewed: 2/1/2022 1:29:11 PM
Signed: 2/1/2022 1:30:41 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
Dave Yuan
Dave.Yuan@CityofPaloAlto.org
Utilities Strategic Business Manager
Dave Yuan
Security Level: Email, Account Authentication
(None)
Sent: 2/1/2022 1:30:50 PM
Viewed: 2/1/2022 3:28:06 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Carbon Copy Events Status Timestamp
Tabatha Boatwright
Tabatha.Boatwright@CityofPaloAlto.org
Utilities Administrative Assistant
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 2/1/2022 1:30:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Curtis Craig
CCraig@harriscomputer.com
Security Level: Email, Account Authentication
(None)
Sent: 2/1/2022 1:30:51 PM
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 1/31/2022 2:32:39 PM
Certified Delivered Security Checked 2/1/2022 1:29:11 PM
Signing Complete Security Checked 2/1/2022 1:30:41 PM
Completed Security Checked 2/1/2022 1:30:51 PM
Payment Events Status Timestamps
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City of Palo Alto (ID # 14016)
City Council Staff Report
Report Type: Action Items Meeting Date: 2/14/2022
City of Palo Alto Page 1
Summary Title: SECOND READING: Renter Relocation Assistance Ordinance
Title: SECOND READING: Adoption of an Ordinance Amending Palo Alto
Municipal Code Section 9.68 (Relocation Assistance for No -Fault Evictions) by
Reducing the Threshold for Applicability from 50 Units to 10 Units or a Lower
Threshold. Environmental Assessment: Exempt pursuant to CEQA Guidelines
Section 15061(b)(3). (FIRST READING: January 31, 2022 PASSED: 5 -1-1, Tanaka
no, Stone abstain)
From: City Manager
Lead Department: City Clerk
This was heard by the City Council on January 31, 2022 for a first reading and was approved 5-1-
1, Council Member Tanaka voting no, and Council Member Stone abstaining. No changes were
made to the Ordinance; it is now before you for a second reading.
Attachments:
Attachment7.a: Attachment A: Ordinance Amending Ch 9.68 of PAMC to Extend
Relocation Assistance Requirements (PDF)
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Ordinance No. _____
Ordinance of the Council of the City of Palo Alto Amending Chapter 9.68
(Rental Housing Stabilization) of Title 9 (Public Peace, Morals, and Safety) of
the Palo Alto Municipal Code to Extend Relocation Assistant Requirements
The Council of the City of Palo Alto ORDAINS as follows:
SECTION 1. Findings and Declarations. The City Council finds and declares as follows:
A. Renters occupy 45% of the housing units in Palo Alto and 37% are rent burdened,
particularly those households in which the household would be considered low income
under Santa Clara County’s area median income.
B. Tenants evicted in Palo Alto are forced to incur substantial costs related to new housing
including, but not limited to, move-in costs, moving costs, new utility hook-ups,
payments for temporary housing, and lost work time seeking housing.
C. Move-in costs commonly include first and last month's rent plus a security deposit equal
to one month's rent, leading to total relocation expenses in excess of three months'
rent.
D. Tenants who do not have adequate funds to move and who are forced to move
pursuant to no-fault eviction notice face displacement and great hardship
E. The impacts of these no-fault evictions are particularly significant on low-income,
elderly, and disabled tenants, and tenants with minor children, justifying an additional
payment for households with these tenants.
F. On November 29, 2021, the City Council held a public meeting to discuss a variety of
renter protection measures and directed staff to lower the number of units in the
previous tenant relocation assistance ordinance from properties with 50 units or more to
properties with ten units or more.
G. On January 26, 2022, the Planning and Transportation Commission considered the
ordinance and recommended adoption to the City Council.
SECTION 2. Section 9.68.035 (Relocation Assistance for No Fault Eviction) of Chapter
9.68 (Rental Housing Stabilization) of Title 9 (Public Peace, Morals and Safety) of the Palo Alto
Municipal Code is amended as follows (strikethrough text is deleted, underlined text is added):
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9.68.035 Relocation Assistance for No Fault Eviction.
a) This section shall be applicable only to structures or lots containing 50 10 or more rental
units.
b) For the purposes of this section, a "no-fault eviction" means an action by a landlord to
recover possession of a rental unit for any reason other than the following:
1. The tenant has failed to pay rent to which the landlord is legally entitled.
2. The tenant has violated a lawful obligation or covenant of the tenancy.
3. The tenant has refused the landlord reasonable access to the unit for the purposes
of making repairs or improvements, for any reasonable purpose as permitted by
law, or for the purpose of showing the rental unit to any prospective purchaser or
tenant.
4. The tenant is permitting a nuisance to exist in, or is causing damage to, the rental
unit.
5. The tenant is using or permitting a rental unit to be used for any illegal purpose.
6. The landlord seeks in good faith to recover possession of the rental unit in order
to comply with regulations relating to the qualifications of tenancy established by
a governmental entity, where the tenant is no longer qualified.
No fault evictions shall include, without limitation, actions in which the landlord
seeks in good faith to recover possession of the rental unit:
7. To demolish or otherwise permanently withdraw the rental unit from offer for
rent or lease pursuant to California Government Code sections 7060-7060.7.
8. To perform work on the building or buildings housing the rental unit that will
render the rentable unit uninhabitable;
9. For use and occupancy by the landlord or the landlord's spouse, grandparents,
brother, sister, father-in-law, mother-in-law, son-in-law, daughter-in-law,
children, or parents provided the landlord is a natural person.
10. For no specified cause.
c) Whenever a landlord seeks a no-fault eviction, as defined in this section, other than
temporary displacement of 31 days or fewer, the landlord shall provide a relocation
assistance payment as follows:
1. Unit Type Amount
0 bedrooms $7,000
1 bedroom $9,000
2 bedrooms $13,000
3 or more bedrooms $17,000
If the rental unit is occupied by two or more tenants, the landlord shall provide
each tenant with a proportional share of the required payment. One half of the
payment shall be paid at the time that the landlord provides notice of its intent to
seek no-fault eviction; the remainder of the payment shall be paid to each tenant
when that tenant vacates the unit.
2. Notwithstanding subsection (d c)(1), each rental unit that, at the time the landlord
provides notice of its intent to seek no-fault eviction, is occupied by a low-income
household as defined in Chapter 16.65, a tenant who is 60 years of age or older, a
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0160065_20220120_ay16 3
tenant who is disabled within the meaning of Government Code section 12955.3,
or a tenant who is a minor, shall be entitled to a single additional relocation
payment of $3,000. This amount shall be divided equally among the qualifying (i.e.
low-income, elderly, disabled, or minor) tenants. In order to receive this additional
payment a qualifying tenant must provide written notice to the landlord of his or
her eligibility along with supporting evidence within 15 days of receiving the
landlord's notice. The entirety of this additional payment shall be paid within 15
days of the tenant's written notice to the landlord.
d) Prior to or at the same time that the landlord provides notice of its intent to seek no-fault
eviction, the landlord shall serve on the tenant a written notice describing the rights
described in this section. The failure to provide this notice shall not operate as a
substantive defense to an eviction pursuant to California Government Code sections
7060-7060.7.
e) Commencing July 1, 2019, the relocation payments specified in this section shall increase
annually at the rate of increase in the "rent of primary residence" expenditure category
of the Consumer Price Index (CPI) for all urban consumers in the San Francisco-Oakland-
San Jose Region for the preceding calendar year. Current rates shall be published on the
city's website.
f) A landlord may request a waiver or adjustment of the relocation assistance payment
required by this section only upon a showing that strict application of its requirements
would effectuate an unconstitutional taking of property or otherwise have an
unconstitutional application to the property. Requests for waiver or adjustment must be
submitted in writing to the director of planning and development services together with
supporting documentation at least 90 days before the proposed termination of tenancy.
Requests shall be acted on by the city council.
g) The director of planning and development services may issue regulations implementing
this section.
SECTION 3. If any section, subsection, clause or phrase of this Ordinance is for any
reason held to be invalid, such decision shall not affect the validity of the remaining portion or
sections of the Ordinance. The Council hereby declares that it should have adopted the
Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the
fact that any one or more sections, subsections, sentences, clauses or phrases be declared
invalid.
SECTION 4. The Council finds that this project is exempt from the provisions of the
California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA
Guidelines, because it can be seen with certainty that there is no possibility that the ordinance
will have a significant effect on the environment.
SECTION 5. This ordinance shall be effective on the thirty-first day following its
adoption. It is the intent of the City Council that this ordinance shall apply to any no-fault eviction
that is not yet completed on the effective date of the ordinance. In the event this ordinance
becomes effective after an initial notice of no-fault eviction is sent, the landlord shall provide a
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written notice of rights, pursuant to PAMC Section 9.68.035, subdivision (d), as soon as
practicable. The notice required from a tenant to the landlord pursuant to PAMC Section
9.68.035, subdivision (c)(2) shall be due no sooner than fifteen days following the landlord’s
notice of rights.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
____________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________
Assistant City Attorney City Manager
____________________________
Director of Planning and
Development Services
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City of Palo Alto (ID # 13842)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Title: Discuss and Provide Direction to Staff on: (1) Continuing the Cubberley
Concept Plan; (2) the Temporary Relocation of Palo Verde and Hoover
Elementary Schools to Cubberley; and (3) Potential Opportunity to Acquire
Additional Land at Cubberley (6:00 - 8:00 PM)
From: City Manager
Lead Department: Community Services
Recommendation
Staff recommends that the Council provide direction to Staff on advancement of the
Cubberley Concept Plan and provide feedback on the temporary relocation of Palo
Verde and Hoover Elementary Schools to Cubberley and potential opportunity to acquire
additional land at Cubberley.
Background
This report provides information on several projects related to the Cubberley
Community Center. These projects include: the Cubberley Concept Plan, temporary
relocation of Palo Verde and Hoover Elementary Schools to Cubberley, and potential
opportunity to acquire additional land at Cubberley.
The City of Palo Alto (City) began leasing the Cubberley site from the Palo Alto Unified
School District (PAUSD) on January 1, 1990. The Lease provided City use of the 35 -acre
former Cubberley High School site, which closed as a school in 1979. The Lease
included a covenant that PAUSD would not develop or sell five neighborhood
elementary school sites that were closed due to declining enrollment in exchange for
annual payments from the City to PAUSD. In the Lease, PAUSD also agreed to lease
space at 11 elementary school sites to the City for City-operated extended day care.
The original Lease was for 15 years, ending on December 31, 2004. The Lease included
a provision that the City could extend the term of the Lease an additional ten years,
and two additional five-year extensions could be allowed upon mutual agreement of the
City and PAUSD. The City exercised its option to extend the Lease for an additional ten
years, which extended the lease through 2014.
There were two amendments during the original Lease term. In 1998, the Lease was
amended to remove one school site and add two new school sites to the Covenant Not
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City of Palo Alto Page 2
to Develop. In 2002, the City and the District entered into a Lease Amendment and
Land Exchange Agreement whereby the City conveyed to the District the Terman site
and in exchange received 8 acres of the Cubberley site (Cubberley Conveyance
Property). As a result, the amount of the Cubberley site leased to the City was reduced
to 27 acres. A third amendment to the Lease expired on December 31, 2019. In this
amendment, the Covenant Not to Develop was eliminated from the Lease and instead a
requirement was added that the City establish a restricted Property Infrastructure Fund
for repairing, renovating, or improving the leased portion of Cubberley and the
Cubberley Conveyance Property. The Lease requires that the City deposit $1,864,248
into the fund annually. Also, the third amendment includes a condition that the City and
District jointly develop a master plan for the Cubberley site by December 31, 2019, the
termination date of the Lease. Due to the negative impacts to the City’s budget from
the events surrounding COVID-19, a new lease for Cubberley was negotiated to reduce
the City’s use of the premises and the corresponding cost. The lease was approved by
Council on June 23, 2020.
To address the lease requirement that a master plan be developed for the Cubberley
site, funding in the amount of $771,692 for the Cubberley Concept Plan was included in
Capital Improvement Project CB-16001 (Cubberley Community Center Master Plan). The
City and PAUSD shared the cost for the Cubberley Master Plan and the CEQA
consultant. The City managed two Professional Service Agreements with consultants to
assist in the effort. A Consultant contract for development of the Concept Plan was
approved with a not to exceed amount of $565,972, and a Consultant contract and
amendment for development of the CEQA document was approved with a not to exceed
amount of $170,497. The City’s portion for the CEQA consultant exceeded that of
PAUSD’s portion due to a term in the Cost Share Agreement that the total contract
amount not to exceed $100,000.
The City operated the entire 35-acre site as the Cubberley Community Center until the
leased area was reduced in 2020. The City continues to provide below market space to
organizations and artists who then offer programs and services to the community in the
facilities owned by the City and in the gym, Pavilion, theatre and athletic fields, which
are owned by PAUSD. Space is either leased to long term tenants and artists, or rented
to other organizations (classrooms, a theatre, gyms and fields) on an hourly basis.
Discussion
Cubberley Concept Plan
Recognizing that the Cubberley buildings are coming to the end of their useful life, the
City of Palo Alto and Palo Alto Unified School District (PAUSD) jointly developed a
concept plan for future development of the Cubberley Community Center site, with
collaborative participation from the community. The community co-design effort began
in October 2018 and included four iterative community meetings in which community
members worked together to identify needs, propose opportunities, discuss options,
and guide the master planning process towards solutions for the Palo Alto community.
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At each meeting, participants engaged in interactive activities designed to gather
pertinent information and perspectives on key project decisions. All project information
and deliverables, including meeting materials and summaries are available on the
project website at https://www.pausd.org/about-us/committees-task-forces/cubberley-
master-plan.
The Cubberley Concept Plan was completed in November 2019 and the final step is to
complete the environmental assessment as required by the California Environmental
Quality Act (CEQA). In June 2019, Rincon Consultants was hired to complete the CEQA
review and documentation. During the review, the law changed with respect to how
traffic impacts are to be assessed and in June, 2021 Council approved a contract
amendment with Rincon to re-assess traffic impacts using the new requirement of
determining vehicle miles traveled (VMT). The CEQA review is not complete and limited
staff resources have resulted in further delays. A decision should be made whether to
continue moving forward and completing the CEQA document and ultimately, adopting
the Concept Plan considering that much of what was identified during the co-design
process is no longer applicable with respect to future activities on PAUSD’s portion of
Cubberley. PAUSD has shifted its priorities to focus on a future alternative high school
and will not be pursuing teacher housing or relocation of PAUSD Administrative Offices.
Since many of the spaces planned are identified as “shared use spaces” in the Concept
Plan, this would likely impact plans for development of the City’s portion of Cubberley.
Staff is requesting feedback and direction from Council on whether to continue this
effort.
Temporary relocation of Palo Verde and Hoover Elementary Schools
In the next three academic school years (2022-23, 2023-34, and 2024-25) significant
school construction projects will occur at two Elementary Schools which will require a
relocation of student education from the Palo Verde School in 2022-23 and the Hoover
Elementary School in 2023-24 and 2024-25 to Cubberley grounds, specifically the
Greendell School campus. The relocation will not impact City-owned or leased sections
of Cubberley, but students, staff and their families will utilize common areas of
Cubberley as defined in the lease agreement between the City of Palo Alto and PAUSD.
The lease agreement defines common areas as including, but not limited to parking,
walkways, restrooms, and other portions of the Property which are non -exclusive. No
adjustments to the lease will be made in association with the relocation.
Since October 2021, City of Palo Alto staff have been actively engaging with PAUSD
staff to address logistical questions in preparation for the relocation. Per the School
District, Palo Alto Unified has also engaged in 23 school community, general
community, and public Board meetings thus far and continues to meet with different
constituent groups. The School District has also met with various Palo Alto staff
departments over half a dozen times, and Palo Alto City staff continue to collaborate
with the School District.
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Beginning at the start of the 2022-23 School Year in August 2022, students from Palo
Verde Elementary will occupy the Greendell School located adjacent to the Cubberl ey
Community Center. The existing Greendell structures will house classrooms for students
in Grades K-3 and portable structures located in the Greendell parking lot will house
classrooms for students in grades 4-5. PAUSD will install technology upgrades in all the
temporary classrooms at Greendell this spring including large touc h panel displays and
voice uplift systems (microphones and speakers) for every classroom. The plans for the
temporary upper campus were submitted to the Division of State Architect (DSA) and
will be approved soon. The portables will contain six classrooms for 4th and 5th grade
students, a bathroom building, and two additional buildings with one for administrative
needs and the other for music/ art. PAUSD will also hire a logistics company to manage
the teacher/ campus move in summer 2022. Attachment A depicts the locations of
existing Greendell structures and portables that will be installed.
The majority of the Greendell temp portables will come from the Hoover site. Teachers
were already moved out of those portables over winter break, and the portables w ill be
moved to Greendell during spring break. In addition to the portable placement,
adjacent parking lot areas will be reconstructed to provide safe pedestrian parking and
access. The school District is also working with the City of Palo Alto Utilities to install a
new electrical service at the site to serve the portable village.
The Adult Education program currently located at the Greendell School will re -locate to
the Cubberley I building, which is owned by PAUSD. In 2022-23 afterschool programs
for Palo Verde students will utilize one or more PAUSD rooms in Cubberley; the exact
locations of the afterschool programs are currently being determined in coordination
with the Palo Alto Fire Department and the non-profit afterschool providers. PAUSD has
met with the Palo Alto Fire Department to discuss potential fire alarm and signage
needs for the temporary before and after school care programs.
Traffic circulation patterns and student safety is a paramount concern for the redesign.
As such, PAUSD hired Transportation consultant Fehr and Peers. The City has worked
with Fehr and Peers on the Waverley bike path and the Cubberley Community Center
Concept Plan. PAUSD has met with City Transportation staff multiple times and
presented and sought feedback at the October, November, December and January City
School Traffic Safety Committee Meetings and with the City’s Pedestrian and Bicycle
Advisory Committee. Many conceptual iterations centered on exploring feedback
concerns and suggestions from previous meetings. PAUSD is continuing to work on
refining plans and scenarios for bike/ pedestrian/ car parking and drop off at the site.
Potential fire lane and drop off scenarios are being discussed with the Palo Alto Fire
Department.
PAUSD is planning a bike audit of the route from Palo Verde to Greendell to explore
additional mitigation measures that may be necessary along the city streets so that
PAUSD can coordinate and get approval from the Office of Transportation to implement
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further improvements. PAUSD is also a planning a bike rodeo in the spring to support
the 4th grade students that missed the traditional bike safety training last year due to
COVID and will hold multiple rolling bike to school trainings in the fall to teach children
safety, specifically along the path the Greendell campus.
The City of Palo Alto will continue to collaborate closely with PAUSD on the relocation
preparation through regular emails with project updates to all Departments involved in
the relocation, as well as project-specific meetings with Transportation, Fire, Police, and
Community Services Department.
Land acquisition opportunity
At PAUSD’s October 19, 2021 Board of Education meeting, a discussion of Cubberley
included a staff recommendation that 20 acres of the 27 acre site owned by PAUSD be
preserved for an innovative alternative high school for 1,000 students if enrollment
grows at an unknown point in the future (staff presentation and Board discussion can
be viewed here). The recommendation recognized that the City may have an interest in
the remaining seven acres by including this statement, “Work with City for ways to
increase their ownership of the Cubberley site in a fiscally responsible way.” This could
potentially be acquired through a land swap of another City-owned property or through
a land purchase. While the Board of Education did not take an action on this item, the
Board expressed general support for the staff recommendation. Neither a formal
proposal nor a timeline have been discussed, but it is anticipated that significant staff
resources would be needed to advance this forward. If a land swap were preferred,
surplus land would need to be identified. Through initial discussion of a land swap
involving the Ventura Community Center property, it is clear that such a transaction
would be complex and involve multiple community interests.
Timeline
Cubberley Concept Plan
A draft CEQA document was expected to be completed by the end of the calendar year
2021, however; due to limited staff resources the document is not complete. If Council
chooses to finalize the CEQA document, it would likely be completed by Fall 2022.
Temporary relocation of Palo Verde and Hoover Elementary Schools
Palo Verde will move to Cubberley in Summer of 2022 for the 2022 -2023 academic
year. Hoover Elementary School will occupy the Cubberley grounds during the 2023-24
and 2024-25 academic years. PAUSD plans to move most of the portables to Greendell
during PAUSD Spring Break. Two remaining portables will move in June after school
finishes because they are coming from another site and are occupied until the sc hool
year ends. PAUSD is currently working out the sequence of events for the prep work in
the existing Greendell structure and hopes to start that in March. The physical move of
teachers will happen over the summer.
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Resource Impact
Cubberley Concept Plan
There are adequate funds remaining in the contract budget to complete the CEQA
study.
Temporary relocation of Palo Verde and Hoover Elementary Schools
Coordination with PAUSD on the relocation has resulted in a use of City staff resources
from multiple departments. Because the relocation will not impact City owned or leased
sections of Cubberley, no adjustments to the amount paid by the City to PAUSD as
identified in the lease agreement will be made in association with the relocation.
Policy Implications
Cubberley Concept Plan
If Council chooses not to complete the CEQA document, the Concept Plan could not be
formally adopted.
Stakeholder Engagement
Cubberley Concept Plan
Significant community engagement was part of the Cubberley Co-design process. A
public comment period is part of the CEQA process.
Temporary relocation of Palo Verde and Hoover Elementary Schools
As discussed above, PAUSD continues to engage with City staff on the logistics of the
campus moves. Per the School District, they have also engaged the school community,
general community, and presented to the Board of Education.
Environmental Review
As discussed above, the Cubberley Concept Plan is currently undergoing CEQA review.
Should environmental review be required under CEQA for any aspect of the temporary
school relocations or land acquisition, staff will return to Council as necessary.
Attachments:
• Attachment8.a: Greendell Temp Campus Site map
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SCALE:
10'
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(E) CHOKE POINT
38' WIDE, 2-WAY
FIRE ENGINE
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(E) CHOKE POINT
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ADMIN 6A 7 8 9 10
FIRE HOSE PULL
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11(K)
36
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P1
12(K)
13(K)
14(1)
P2 (1)
P9 (3)
P8 (3)
P7 (3)
P6 (2)
P5 (2)
P4 (2)
P3 (1)
P10LIBOFFICE
READING
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27
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17 18
28
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32
BREAK RM.
TOILET
OFFICE
PSYCH
18 ................. HOOVER/PALO VERDE PORTABLE #
P11P12
P19(4)
P16(4)
P14ART P13MUS
P15(4)
P17(5)
P18(5)
P20(5)
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City of Palo Alto (ID # 13952)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Title: Provide Direction to Staff on Negotiations with Pets in Need for
Operations and Capital Improvements at the City's Animal Shelter (8:00 -
10:00 PM)
From: City Manager
Lead Department: Community Services
Recommendation
Staff recommends that Council discuss and provide feedback to staff on negotiating
with Pets in Need for continued operations and potential new capital projects at the
Animal Shelter.
Executive Summary
The City of Palo Alto (City) and Pets in Need (PIN) have had a public/private
partnership agreement for operation of the Palo Alto Animal Shelter since 2019. PIN
provides animal shelter and medical services while the City’s Animal Control Division of
the Police Department provides animal control services to Palo Alto, Los Altos and Los
Altos Hills. A summary of the Agreement terms is provided below. In November 2021
PIN provided the City written notification of early termination of the Agreement with a
timeframe of one year. PIN cited construction delays as the reason for the early
termination. The Agreement requires the City to complete $3.4 million in capital
projects including a renovated medical suite, a new modular office building, minor
renovations to the existing kennels, and a new kennel house consisting of 16 new
kennels. The City has completed all projects with the exception of construction of the
new kennel building and has spent $1.8 million to date.
The City and PIN both have an interest in continuing the partnership and negotiating a
new or amended Agreement and have been in communications for several weeks on
how this might be accomplished. PIN has indicated that construction of a new and re-
designed kennel building as well as a renovated cat/small animal area is a top priority
to be able to move forward with the Agreement. The City will need assurances that
the shelter and medical clinic are open and available to the public during agreed upon
times, and that animal care and welfare is of the highest quality. The additional capital
projects identified by PIN would increase the capital improvement costs significantly
beyond the $3.4 million included in the Agreement. Staff’s very preliminary estimate is
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an additional $3 - $4 million above what has already been committed. There is no
identified funding for these additional costs. Staff is seeking feedback from Council on
future operations of the Animal Shelter and negotiations with Pets in Need.
Background
California requires that cities and counties provide animal control and sheltering
services for the purpose of ensuring the safety of people and animals, providing for the
proper care, and sheltering of abandoned or neglected domestic animals, licensing
domestic animals and providing humane disposal of animals when necessary. There are
several ways local jurisdictions meet these requirements; some agencies manage their
own animal shelters and animal control services, while others partner with other
agencies to take advantage of economies of scale and to reduce costs. Historically, Palo
Alto has maintained its own shelter and provided animal services to other neighboring
cities. Since 2019, Palo Alto has provided animal control and sheltering services for Palo
Alto and two partner cities, Los Altos and Los Altos Hills through a public/private
partnership with Pets in Need. Animal Control continues to be provided by the Palo Alto
Police Department’s Animal Control Officers (ACOs).
City Council approved a Professional Services Agreement (Agreement) with the non-
profit Pets in Need on November 26, 2018 (Staff Report ID #9822) to operate the
Animal Shelter. The term and compensation of the Agreement (Attachment A) are:
• Five year term commencing January 17, 2019
• Compensation to be paid to PIN for performance of the Scope of Services in a
not to exceed amount $3,440,626.10 over the five-year term
• A Contingency Fund of $200,000
• A Compensation for Renovation Delays Fund of $60,000
• Completion by City of capital improvement projects not to exceed $3.4 million
Key responsiblities of Pets in Need include:
• Animal Shelter Services including sheltering stray, abandoned, and owner
surrendered animals
• Medical Services including veterinarian services to shelter animals, vaccination
clinics, micro-chipping, and a low cost spay and neuter clinic
• Operating schedules for shelter services, emergency veterinary services, and
public hours and access (minimum of 6 days/40 hours per week)
• Impoundment and transfer of wildlife
• Records management and reporting
• Services to Los Altos and Los Altos Hills
Key responsiblities of the City include:
• Provide an adequate and safe facility
• Provide ACOs and their services including processing of citations
• Payment of facility utilities charges
• Provide or pay for animal shelter management sofware (Chameleon)
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• Fund and complete capital improvement projects in an amount not to exceed
$3.4 million
The November 26, 2018 staff report included a cost comparison of operating the Animal
Shelter in-house versus contracting with PIN for the first year of the contract (FY2020).
For FY2020, the in-house scenario resulted in total costs to the City of $1.47 million and
the PIN contract resulted in total costs to the City of $1.07 million. These totals do not
include Animal Control expenses or costs associated with the capital improvements.
The Agreement between the City and PIN included significant improvements to the
shelter facility to be funded and completed by the City. At the time the Agreement was
approved, the improvements totaled approximately $3.4 million and included
remodeling and expanding the medical suite, installing a modular office/classroom
building, minor improvements to the exisiting dog kennel building, and installing a new
kennel building with approximately 16 new dog kennels. Additional compensation was
added to the Agreement in the event that shelter renovation projects were delayed. The
compensation amount is up to $5,000 per month for up to 12 consecutive months.
Status of these capital improvements including updated costs, funds spent to date and
schedule for full completion is provided below.
Medical Suite
The Agreement stipulated a completion date for renovations of the medical suite by
November 14, 2019. The budgeted amount for this project was $800,000. The medical
suite was completed in September 2020 and actual costs were $875,000.
Modular Office/Classroom
A modular building for PIN to use as office space and a classroom was to be installed by
July 28, 2019. Until its completion, a temporary construction -type trailer was to be
installed. The budgeted amount for this project was $500,000. The modular building
was completed in March 2020 and actual costs were $611,000.
Installation of New Dog Kennels
Construction of a new kennel building with 16 new kennels was to be completed by July
30, 2020 with a budgeted amount of $2.1 million. In February 2019, City Council
approved and authorized the City Manager to execute a contract with Swatt Miers
Architects, Inc. (SMA) for design services in an amount not-to-exceed $397,725 (Staff
Report ID #10057). The contract with SMA provides design services for the new one-
level dog kennel building and the upgrades to the existing medical suite at the animal
shelter (as described above). The architectural review process and round 1 of the
building permit review of the new kennel building design have been completed.
However, the most recent cost estimate for construction of the new kennel building
resulted in a total estimated project cost of $2.44 million. Considering the actual costs
of the Medical Suite and Modular Office/Classroom building projects, proceeding with
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construction of the new dog kennel building would have caused the total capital
investment of $3.4 million described in the agreement to be exceeded by approximately
$650,000.
Due to this funding gap and the timeline for completing construction of the new kennel
building, PIN had requested that the City prioritize using available funding to provide
upgrades to the existing kennel building that improve the day -to-day conditions for the
animals. The upgrades include acoustics, mechanical system, epoxy floor and paint, and
replacing the existing kennel caging system. These more extensive improvements were
in addition to minor improvements made to the existing kennels in early 2019.
Amendment No. 1 to the SMA contract was approved by Council on June 21, 2021 for
an additional $89,000 to include the design costs for the upgrades to the existing
kennel building and required code upgrades associated with permitting the new and
existing kennel buildings (Staff Report ID #12164). The design work was completed
and staff was prepared to go to Council in November 2021 to recommend an exemption
from competitive solicitation for the purchase of new kennels, but the item did not
move forward and the project was put on hold following receipt of PIN’s notification of
termination.
While not required by the agreement between the City and PIN, these more extensive
improvements fall within the categories of improvement described in the agreement for
the existing dog kennels, and do not require an amendment to the agreement. Approval
of this contract amendment did not eliminate the requirement to provide a new kennel
building. However, the agreement does not require the City to pay more tha n $3.4
million of the Animal Shelter capital projects. City staff and PIN had agreed to begin
discussions about how to bridge the funding gap for the new kennel building.
To date, expenditures of approximately $240,000 have been spent on the new kennel
building design and $89,000 have been spent on design for the renovation of the
existing kennels.
Compensation for Renovation Delays
The City has paid Pets in Need the full amount of $60,000 for renovation delays.
Discussion
On November 15, 2021, Pets in Need (PIN) provided formal notification to the City that
it would exercise its right to terminate the Agreement without cause in 12 months time
as allowed in Section 19.2 of the Agreement. PIN stated delays in completing the
capital improvement projects as the reason for terminating the Agreement. Since that
time a new Interim Exectuive Director, Valerie McCarthy, was named following the
resignation of the former Executive Director, Al Mollica. Ms. McCarthy has put significant
effort into understanding the operations of the Animal Shelter, familiarizing herself with
the facility and getting to know City staff.
City and PIN staff have been in conversations on how best to operate the Animal
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Shelter for the remaining term of the Agreement and are exploring how we might
continue the partnership beyond the termination date. Both the City and PIN have
identified areas of concern that need to be addressed to successfully move forward
beyond the 12-month termination period.
• The most significant issues for PIN are expediting the construction of new
upgraded dog kennels and expanding other areas of the shelter.
• The City would like a commitment that the public has access to animal shelter
services as stated in the current Agreement (6 days/40hours per week
minimum), and that a low cost spay and neuter clinic and vaccination clinic be
available to the public for a minimum number of days/hours per week.
• Both PIN and City staff recognize that the relationship between the two
organizations should be built on collaboration and partnership and have already
made significant progress in this area.
• Other topics such as transportation of wildlife, developing a plan for handling
feral cats, and exploring alternate animal management software are also being
discussed.
The capital improvements now being proposed by PIN are substantially greater in size
and scope than previously agreed to in the Agreement or those currently under design
by Swatt Miers. As mentioned previously, the current Agreement required capital
improvements to include a renovated medical suite, installation of a modular office
building, and a new kennel building (16 kennels) with a maximum City contribution of
$3.4 million.
PIN has indicated that a new Agreement would need to include demolition of the
existing kennel building and construction of a new kennel building with 24 new kennels,
including 4 isolation kennels. A new or renovated cat/small animal area with specific
size and amenity requirements including outdoor areas for adoptable and quarantined
cats would also be a condition of a new Agreement. The additional costs to design and
build these new capital projects would likely be the City’s responsibility; however, those
negotiations have not yet started. Staff’s very preliminary estimate of the costs is $3-4
million above the $3.4 million that has already been committed. Since the Animal
Shelter is located in a flood zone, staff will need to ensure that any renovations do not
cost more than or equal to 50% of the depreciated value of the structure, as this could
trigger FEMA requirements to raise the entire facility by approximately three feet. It is
staff’s understanding that the PIN Board is supportive of rescinding its termination letter
if the City commits to these capital improvements; however, there is currently no
funding source identified for the additional $3-4 million costs involved.
Timeline
The current Agreement will expire November 15, 2022, which is 12 months since the
City received formal notification of early termination. In parallel with the City Council’s
discussion of this topic, the PIN Board is expected to discuss the Agreement during the
week of February 7. Staff will issue a supplemental report later that week to provide
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updated information. Based on feedback received from Council on this item, staff will
return with further analysis of the preferred path forward, including additional costs and
schedule. With the potential termination of the Agreement in November, staff
anticipates needing a decision to proceed with development of alternatives by the end
of March.
Resource Impact
There are several ways that the City could operate the animal shelter in the future. The
City could: 1) re-negotiate the Agreement with Pets in Need; 2) bring operations back
to an in-house model; 3) contract the services to an outside sheltering service such as
the Silicon Valley Animal Control Authority (SVACA); or 4) issue a Request for Proposals
for a new provider to operate the Palo Alto Animal Shelter. As mentioned previously,
the FY2020 costs to operate the Animal Shelter in-house were estimated at $1.47
million and costs to the City for PIN to operate the Animal Shelter were $1.07 million
(excluding Animal Control and capital improvement costs.)
Signficant staff resources will be needed regardless of the path forward. Since there is
an existing agreement in place with PIN and initial discussions on new terms have been
initiated, one would assume a new Agreement could be finalized prior to the
termination date of November 15, 2022. In the current Agreement, the City is
committed to $3.4 million in capital improvements to the Animal Shelter. To date, $1.8
million has been spent on new kennel design, installation of the modular building, and
renovation of the medical suite.
If a new or amended Agreement with PIN were to include terms that require additional
capital improvements, additional funds will need to be added to the Animal Shelter
Renovation Capital Improvement Project (PE-19002) for FY23. Expanding the scope of
the capital improvements at the shelter would likely increase the capital budget by $3 to
$4 million in design and construction costs. A more detailed cost analysis will be
conducted based on the next steps identified by Council.
Policy Implications
Comprehensive Plan Policy C-3.2 - Reinvest in aging facilities to improve their
usefulness and appearance. Avoid deferred maintenance of City infrastructure.
Stakeholder Engagement
Staff from the Community Services, Public Works, and Police Departments have been
working closely with PIN Interim Executive Director and PIN staff to ensure Animal
Shelter operations continue through the remainder of the Agreement term, and to
discuss the possibility of negotiating a new Agreement with modified terms acceptable
to both parties. If a different path is pursued, Staff would evaluate the level of
stakeholder engagement needed to ensure the best option for the City and partner
agencies.
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Environmental Review
This discussion and direction are not a “project” within the meaning of CEQA. Should
any future action involving the Animal Shelter require environmental review or approval
by Council, staff will return at the appropriate time.
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City of Palo Alto (ID # 13799)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Title: Surplus Property Donated to Nonprofit Organizations
From: City Manager
Lead Department: Administrative Services
Recommendation
This is an informational report and no Council action is required.
Discussion
Section 2.31.010 of the Palo Alto Municipal Code allows for the donation of unusable or
obsolete City property and equipment to nonprofit or other organizations and to provide a
report on such donations, as follows:
(b) Property with No Commercial Value. The city manager may authorize the
abandonment, destruction or donation to public bodies, charitable, civic or nonprofit
organizations, of city property which has no commercial value or of which the estimated
cost of continued care, handling, maintenance or storage would exceed the estimated
proceeds of sale. Such determination shall be made in writing and countersigned by the
director of administrative services.
(c) Donations to Nonprofit Support Organizations. Notwithstanding any other
provisions of this chapter, the city manager may adopt policies and procedures
authorizing the donation of surplus property that is no longer suitable for use by the city
to nonprofit organizations that are formed for the purpose of supporting city programs.
The city's donation of surplus property shall be contingent on a written agreement that
any profits from the sale of such items shall be used for the purchase of equipment,
books or capital expenses related to the program supported by the nonprofit
organization.
(d) Annual Report to Council. The city manager shall identify all property donated to
nonprofit agencies pursuant to subsection (b) or (c) above. In January of each year, the
city manager shall provide a report to the city council that includes an inventory of the
items donated by the city and all contributions made to the city from nonprofit
organizations that have received surplus city property.
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Resource Impact
The donated items are accomplished with existing staff in city departments. No other resource
impacts are identified with this report.
Stakeholder Engagement
The Administrative Services Department collaborated with City departments to prepare the
donation information contained in this report.
Donated Item Receiving Organization
Municipal
Code
Reference
Estimated
Value
Panelized Animal
Enclosures (sides and top)
Literacyworks, Santa Rosa, CA 2.31.010 (b) No est.
resale value
Clean Green Energy
Machines (3)
Adventure! Children's Museum
Santa Cruz Discovery Children’s
Museum
2.31.010 (b) No est.
resale value
JMZ Custom Children's
interactive exhibits (4)
Adventure! Children's Museum
San Francisco Zoological Society
Santa Cruz Discovery Children’s
Museum
2.31.010 (b) No est.
resale value
Total CY 2021 $0
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City of Palo Alto (ID # 14028)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Title: Independent Police Auditor's (IPA) Report of Review of Investigations
Completed Between 7/1/20 to 11/1/21 and the Police Department's Use of
Force Report for December 2020 -December 2021
From: City Manager
Lead Department: Police
Independent Police Auditor's Report on Investigations Completed:
7/1/20 to 11/1/21
Since 2006, Palo Alto has utilized an independent police auditor (IPA) to conduct secondary
review of defined investigations of uniformed Police Department personnel and provide related
services. Since the inception of the independent police auditing program, the City has
contracted with the Office of Independent Review (OIR Group), to provide these services.
Prior to this report, the most recent IPA report was published was on August 30, 2021 as
Informational Item AA2 (starts on packet page 145) at the following link:
https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-
minutes/city-council-agendas-minutes/2021/08-august/20210830/20210830pccsm-amended-
for-print-linked.pdf.
For an overview of the history of the expanded scope of the IPA work, please visit the City’s
Race and Equity webpage at: www.cityofpaloalto.org/raceandequity.
POLICE DEPARTMENT'S USE OF FORCE REPORT FOR DECEMBER 2020 -DECEMBER 2021
The City Council also voted in November 2020 for staff to include use of force information with
the IPA report submitted to the City Council. This information is being reported on an annual
basis. The current report (Attachment B) starts after the November 2020 City Council direction
and goes through the end of calendar year 2021. Staff shared similar information during the
2020 Racial Equity ad hoc meetings through Transmittal #3 online at:
https://www.cityofpaloalto.org/files/assets/public/city-manager/communications-office/race-
equity/race-and-equity-data-transmittal-3-august-26-2020.pdf?t=51654.01.
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PROCESS TO FILE A COMPLAINT TO THE IPA
The public can find more information about filing a complaint through the link here:
https://www.cityofpaloalto.org/Departments/Police/Accountability/Employee-Complaint
Complaints may also be directed to the Independent Police Auditor as follows:
Contact: Mr. Mike Gennaco
Phone: (323) 412-0334
Email: Michael.gennaco@oirgroup.com
Or mail to: OIR Group
1443 E. Washington Blvd., #234
Pasadena, CA 91104
Attachments:
• Attachment11.a: Attachment A: Independent Police Auditor Report Jul. 2020-Nov.
2021
• Attachment11.b: Attachment B: 2021 Annual Use of Force Report
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INDEPENDENT POLICE AUDITORS’ REPORT:
Review of Investigations Completed: 7/1/20 to 11/1/21
Presented to the Honorable City Council
City of Palo Alto
February 2022
Prepared by: Michael Gennaco and Stephen Connolly
Independent Police Auditors for
the City of Palo Alto
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Introduction
This report is both the latest in a long series and the product of a new paradigm. OIR Group has
served as the Independent Police Auditor for the City of Palo Alto since 2007. Public reporting has
been a cornerstone of our responsibilities in the City since the beginning of that relationship, and
the idea has been a straightforward one: we would utilize our access to confidential investigation
files and records to review completed cases across certain key categories, and would share our
assessment of the effectiveness of the Palo Alto Police Department (“PAPD”) handling of the
underlying issues and allegations in each matter.
The involved categories included complaint investigations, other Internal Affairs reviews, Taser
deployments, and other critical incidents.1 The reports were designed to cover six months’ worth of
material at a time and to be released on a twice-yearly basis. And the process was meant not only
to provide transparency as to how the system worked (or, at times, fell short of working) but also
insight into the types of incidents that led to complaints and investigations in the first place. It was
also a forum for us – as longtime practitioners in the field of oversight – to offer recommendations
that would ideally strengthen the rigor of the PAPD internal review systems.
That pattern continued without significant disruption for several years. Then, in 2019, we
experienced a pause as we worked with the City to sort through an ambiguous issue within our
scope of work: namely, whether internal personnel complaints about other PAPD employees
which were investigated and resolved by the City’s Human Resources Department were within our
intended purview. As that question was being clarified, we developed a backlog of completed
cases that we have been working to clear; accordingly, this report covers cases completed by
PAPD between July 1, 2020 and November 1, 2021.
More significantly, the City joined jurisdictions across the country in re-evaluating its approach to
police accountability in the aftermath of the George Floyd murder and subsequent movement for
change. We met with the City Council in September of 2020 to talk about our role in the context
of the City’s larger Racial Equity initiatives, and we responded to their questions about possible
adjustments to our scope of work.
Our new contract, which was finalized earlier this year, retains the elements of our previous model
and includes important additional opportunities to monitor the Department and inform the public.
Perhaps most significantly, we have a new window into uses of force and the process by which
PAPD investigates and evaluates them for compliance with policy. We have also clarified our
1 PAPD has had one officer-involved shooting during our tenure as IPA; it occurred on December 25, 2015,
and we provided a detailed assessment into the Department’s administrative review into the case.
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commitment to engage publicly with the Council on a regular basis, and we have a newly
established ability to engage in special audit projects at the Council’s request.
The seventeen cases covered in this report fall into several categories. There are two Taser
deployments and five other “force reviews” (including two canine bites) that we assess. There are
four Internal Affairs cases into allegations of misconduct that were initiated by the Department.
Four complaints from the public that are discussed here were handled as “supervisor inquiry
investigations” – a review and resolution that are based on initially available evidence that is
sufficient to reach the appropriate outcome. Two other public complaints required additional
investigation and therefore fall into their own category. Lastly, an encounter that drew some social
media attention at the outset of the pandemic was resolved informally; we discuss that case and our
reaction to the Department’s approach.
As in the past, our overall sense was that the dispositions reached by the Department were
reasonable and supported by the evidence. Its investigations are generally robust and undertaken
in earnest, and they often benefit from an extensive amount of recorded evidence that captures the
conduct at issue. The agency’s long-standing adoption of body-worn cameras, in conjunction with
its previously established in-car camera video system, has elevated PAPD into the top tier of
California agencies in this regard.
It was also consistent with our prior experience to note areas of concern and even disagreement
with specific elements of the conduct being scrutinized, or specific aspects of the investigative
process and its effectiveness. We discuss these below – and generally accompany such
observations with suggestions on how to improve Department operations going forward. While
law enforcement transparency and accountability have been prioritized more than ever, we have
always thought that our reports are most valuable when they also contribute to constructive change.
Whether that happens or not is very much a function of the Department’s receptivity and
engagement. Accordingly, we are happy to acknowledge that Department’s leadership has been
consistent in honoring – or going beyond – its obligations when it comes to interacting with us.
They take initiative in outreach, ensure that our access to necessary materials is unfettered,
welcome questions and input, share their own views with candor, and remain receptive to criticism
and ideas for reform.
At a time when law enforcement nationally has struggled with new expectations and a perceived
loss of support, and when the Department has dealt with high profile incidents of its own, PAPD’s
collaborative relationship to oversight is especially noteworthy. Our hope is that this public report
and the discussions it engenders will contribute to an ongoing process of improvement and
adaptation.
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Misconduct Investigations
Case 1: Allegation of Harassment
Factual Overview
The complainant alleged that an officer’s decision to run the license plate of his parked vehicle for
possible violations was an improper act of targeting him for being “residentially challenged.” The
officer at issue was one of four who responded to an unrelated call for service at an address near
the street where this individual had his S.U.V. They were assisting with the removal of an
unauthorized guest at a residential center. As other officers detained the guest on the sidewalk, the
subject of the complaint walked over and got on the radio to run a check of the complainant’s
license plate number with dispatch.
This agitated the man, who was standing by his vehicle at the time – and who had apparently
commented at the cadre of officers as they passed him while escorting their detainee away from the
center, attracting their attention. He became angry that his car (among several parked on the block)
was being singled out for the officer’s scrutiny. He confronted the officer, spoke to him somewhat
aggressively on a couple of occasions, and took the officer’s business card with the expressed
intention of complaining about him.
The vehicle’s registration was apparently current, and there were no other issues; accordingly, no
enforcement action was taken against the complainant, and the four officers left together soon
thereafter.
A supervisor interviewed the man when he came to police headquarters to file his complaint. The
supervisor then watched the body-worn camera recording of the incident. The supervisor
determined that the officer had acted in a manner consistent with Department policy by initiating
his investigation into the license plate status. Officers, of course, have the discretion to conduct
such inquiries as part of their authorized, expected patrol functions. Accordingly, the review was
closed with a finding of “Exonerated,” and the complainant was notified accordingly.
Outcome and Analysis
We found this case disappointing in terms of both the subject officer’s actions and the adequacy of
the supervisor’s review. It was clear from the body-worn camera recording that the complainant’s
own anger reflected poorly on him. But the relatively restrained nature of the officer’s responses
was undermined at times by his condescension and dismissive attitude, which at one point further –
and unhelpfully – extended the man’s last attempt at confrontation. More importantly, the
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complainant appeared to have a point – namely, that the officer’s “investigation” did seem to single
him out in a questionable fashion.
Perhaps as a reaction to the man’s earlier comments, the subject had said to a partner officer, “I’m
going to go run his S.U.V. next, see if I can get false tags or something,” and walked half a block
to engage with the man and his vehicle at the outset of the encounter.2 Though nothing came of it
in terms of citations or other enforcement actions, it nonetheless came across as the sort of
officious exercise of authority that contributes to negative stereotypes about the police. Nor did the
earlier minutes of body-camera recording (prior to his encounter with the complainant) reflect the
highest standards of professionalism, marked as they were by multiple instances of casual profanity
(though not directed at members of the public) and sardonic commentary.3
None of this, however, was discernible from the single-page review produced by the initial
reviewing supervisor, or the half-page endorsement of it by another supervisor that effectively
closed the case. Instead, the supervisor’s memo focused on the complainant’s poor behavior, on
the authority that officers have under law and policy, and on the recorded concerns that had been
expressed by a bystander as to the bothersome nature of long-term parking activity on the block –
including by the complainant. It is telling, though, that the conversation with the bystander
happened after the fractious encounter with the complainant, even though it is highlighted as a
seeming justification for the “investigation” that had already occurred.
This strikes us as a lost opportunity. Statistically, Palo Alto generates very few public complaints.
But even if there were more (thereby creating resource challenges and stronger arguments in favor
of “bottom line” efficiency), we would still advocate a rigorous approach that treats the complaints
not only as a forum for accountability but also as a chance to provide feedback and improve
performance. That rigor did not happen here – even though we are hard pressed to believe that this
is how PAPD’s leadership wishes its officers to approach their patrol responsibilities.
RECOMMENDATION ONE: PAPD should go beyond a “letter of the law”
assessment when evaluating an allegation that an officer used his discretion in a
retaliatory or otherwise improper fashion.
We were also provided with the letter that PAPD is required under state law to provide to the
complainant advising of the results of the investigation. As with prior letters we have reviewed,
this letter consists of four “boilerplate” sentences that does not provide any detail about how or
why the Department reached the conclusion it did. As we have said previously, PAPD’s failure to
2 “Go do it,” the other officer replied. “He’s fun.”
3 We recognize that officers are entitled to have a personality, and that few of us would welcome outside
scrutiny of the informal remarks we make to colleagues in a casual workplace context. However, the officer
presumably knew he was recording himself. At the very least, a reminder about the potential discoverability
of all such materials seems warranted.
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provide additional information about what was done to investigate the complainant’s allegations
and the reasons for its conclusion is a missed opportunity to “show its work” and demonstrated that
the allegations were seriously considered. In fairness, though, we note that the command staff has
expressed its acknowledgement of that point and the closing letter in this matter preceded our
initial recommendation. More importantly, PAPD has shifted its approach in more recent
communications, and provided us with examples of a more effective model. We appreciate that the
Department considered and adopted our recommendation and commend PAPD for this increase in
transparency.
Case 2: Allegation of Failure to Act
Factual Overview
This case involved a complainant’s allegation that a PAPD supervisor had failed to take
appropriate action regarding the enforcement of a Criminal Protective Order (“CPO”) against his
former spouse. The specific issue related to email correspondence that the ex-wife’s attorney had
sent to the complainant’s attorney in the context of their ongoing legal disputes. The email
concerned challenges to the legitimacy of medical claims being asserted by the complainant.
The complainant’s contention was that this correspondence, which he provided to the PAPD
supervisor, amounted to harassment that violated the terms of the CPO. Accordingly, when the
supervisor declined to take enforcement action based on his own interpretation of the email in
relation to the CPO’s terms, the complainant contacted PAPD to register his concerns.
A Department manager completed the review as a “Supervisory Inquiry Investigation,” and based
his findings and conclusions on a series of documents related to the case.
Outcome and Analysis
The manager handling the “Inquiry Investigation” determined that the supervisor had properly
assessed the underlying situation. The correspondence at issue was between attorneys of record in
the litigation between the former spouses. The reviewer determined that the content served a
legitimate purpose, was from one lawyer to another, and did not otherwise fall within the
restrictions of the CPO – a copy of which the manager had obtained and reviewed.
Accordingly, the Department found that the supervisor’s original decision had been legitimate and
that no misconduct had occurred.
We concur with this assessment. The handling manager performed the review with appropriate
due diligence and thoughtfulness, and the accompanying memo is well-written and persuasive.
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This case lent itself well to the parameters of the Inquiry Investigation, since the complainant’s
assertions revolved wholly around documents that were sufficiently available and clear. In short, a
full-scale investigation (including interviews) was not needed to conclude that the complaint
lacked substantive legitimacy.
Case 3: Allegations of Investigative Misconduct
Factual Overview
This case involved a series of claims that were made by an incarcerated individual who was
challenging the legitimacy of his conviction on arson charges. He believed that the handling
PAPD detectives who investigated his case and participated in the prosecution against him relied
on several willful misrepresentations or other acts of misconduct in order to wrongfully incriminate
him. His original complaint letter raised several specific issues and allegations, and offered to
provide court records and other documentation in support of his claims.
The complainant originally reached out to our office in the belief that the Independent Police
Auditor would facilitate the review of his complaint. We in turn directed his concerns to PAPD for
proper handling. There was some initial reticence about delving administratively into issues that
were the potential subject of a criminal appeal, but eventually the Department agreed that – apart
from the complainant’s motivations and whatever other implications might arise from further
inquiry – the allegations of misconduct against PAPD personnel merited formal attention. A
supervisor took responsibility for conducting an assessment of the claims in relation to the
extensive evidence and court history that the case had produced.
The underlying arson fire occurred several years ago, at the home of the complainant’s former
employer. The complainant had been terminated from his job several weeks before the incident,
and there was considerable physical and circumstantial evidence connecting him to the arson
crime. He was charged within days of the incident, and convicted in a jury trial that occurred
approximately a year and a half later. He was sentenced to several years in prison, and filed an
appeal of his conviction on different grounds – some of which overlapped with the misconduct
assertions in his complaint to PAPD.4
The complainant’s letter that ultimately led to the PAPD review consisted of six handwritten pages
that detailed several different claims. The allegations vary in length, clarity, and complexity but
revolve around assertions that officers acted “unethically and maliciously” in their efforts first to
4 The appeal proved to be partially successful in a ruling that was announced in 2020. But the court’s basis
for remanding the case was not related to the allegations of investigative misconduct that drove the
complaint.
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secure a search warrant and then to present the extensive evidence that was discovered either at the
scene or when the search warrant was approved by a magistrate.
Outcome and Analysis
After some initial breakdowns in communication that arose in part from the complainant’s separate
but overlapping outreach to both PAPD and the Independent Police Auditor, and some initial
reluctance to “re-litigate” matters that had presumably been addressed at trial and were the subject
of further court proceedings, PAPD agreed to review the complaint and take further action as
needed. We supported this decision. While recognizing the unique circumstances from which the
complaint emerged, we took the position that the assertions of officer misconduct were worthy of
administrative attention apart from any implications in the courts. Accordingly, we appreciated the
thoughtful consideration that the complaint was ultimately given.
The PAPD reviewer eventually produced a memorandum that addressed each of the claims in turn
– and found no legitimacy to any of them. Some of the allegations were easily refuted. For
example, the complainant argued that the affidavit in support of the search warrant had included
multiple unjustified assertions about his mental state; however, unlike the complainant’s
characterization of the relevant language, the detective who wrote the affidavit was not opining
himself but instead conveying the third-party observations of others and the deductions drawn from
prior police contacts. He also cites discrepancies between language in the affidavit and the signed
search warrant – an observation that is accurate but, per the supervisor’s review, neither unusual
nor substantively significant.
Claims regarding falsification of evidence at the scene of the crime are somewhat more detailed
and convoluted, but the supervisor’s memo refutes each one convincingly. In short, the memo
addresses seven separate allegations of supposed misconduct and explains the misunderstandings,
suppositions, or flawed assumptions upon which they rely. The supervisor concluded that none of
the claims warranted further investigation, and recommended that the matter be closed as
“Unfounded.” We were provided with a large amount of the relevant reports and documentation in
addition to the memo itself. We concurred with the Department’s findings and conclusions.
Unfortunately, the Department took several months to finalize its review after the completion of
the initial investigator’s work. We received a helpful initial briefing from the reviewing supervisor
himself, but did not get a copy of the memo or the supporting documentation until considerably
later, with no explanation as to why. Our understanding is that the materials were simply waiting
for evaluation and approval at the next rank level, and this simply did not happen in a timely
fashion.
This is regrettable in terms of best practices and operational efficiency – to say nothing of the
understandable confusion about the delay that was expressed by the complainant in his
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correspondence with our Office. The Department has acknowledged that this was far from optimal
– while reminding us of a number of other priorities that were taking precedence throughout the
agency during the months that the completed investigation sat idle, such as the special challenges
of the pandemic5, the demands placed on PAPD to engage with the new narrative on public safety
following the George Floyd murder, and the strains placed on smaller Departments. With due
respect for the competing demands on executive time and attention, we nonetheless urge PAPD to
make a commitment to the prompt resolution of all administrative matters – particularly when the
investigation itself is complete and awaiting managerial review.
RECOMMENDATION TWO: PAPD should address allegations of officer
misconduct in straightforward and timely ways, apart from concerns about parallel
proceedings that may involve some of the same concerns.
RECOMMENDATION THREE: PAPD should prioritize the timely resolution of
cases, and should hold managers accountable as needed to ensure that this occurs.
Case 4: Allegation of Officer’s Failure to Address Concerns of
Complainant and Concerns About Subsequent Investigation
Factual Overview
This allegation involved an individual who requested a patrol officer to intercede when he reported
a man behaving in a concerning manner. The complaining party said that he had seen a male
subject speaking to a female in a manner the complainant felt was inappropriate. As the
complainant spoke to the officer, the male appeared. The officer spoke to the male briefly.
Because no apparent crime had been committed, the officer did not pursue the matter.
Subsequently, the complainant alleged that the investigator assigned to the complaint did not fully
or timely investigate the concerns he had raised.
Outcome and Analysis
IPA’s independent review of the body camera footage determined that the officer responded
appropriately and there was no legal basis for any further detention of the male. IPA also reviewed
the work done by the investigator assigned to the matter and found that his investigation was both
timely and thorough.
5 With particular regard to the challenges of the pandemic, the Governor granted an extension to law
enforcement entities to complete internal investigations beyond the normal one year period.
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Case 5: Allegation of Inadequate “Missing Cell Phone”
Investigation
Factual Overview
The complainant in this case reported that she had left her cell phone at the library. When she
returned the next day, the phone was missing. The complainant reported the matter to library staff,
but a search was not able to locate the phone. The complainant reported the missing phone to
PAPD, and an officer contacted library supervision, made inquiry about the missing phone, and
prepared a police report.
The complainant then lodged a complaint against PAPD alleging that its investigation into the
missing phone was inadequate. The complainant believed, for example, that it was incumbent
upon PAPD to interview all library employees about the missing phone – a step that had not been
taken.
PAPD concluded that the inquiry into this matter met Department and industry standards and that it
was not a violation of policy to conduct the missing phone investigation as extensively as
requested by the complainant.
Outcome and Analysis
IPA has reviewed the allegation and underlying materials and concurs with PAPD’s
determination that there were no violations of policy or performance issues.
Case 6: Allegation of False Arrest, Illegal Search and Racial
Profiling
Factual Overview
The complainant alleged that during their investigation of a traffic accident, PAPD officers falsely
arrested him, illegally searched him, and subjected him to racial profiling.
The underlying incident was initiated when PAPD responded to a two car non-injury collision.
During the subsequent investigation, responding officers suspected that one of the drivers (the
eventual complainant) was under the influence of marijuana. Indicia of that suspicion was an
unsteady gait, the detected odor of marijuana emanating from the driver’s person, and eventually
an admission from the driver that he had smoked marijuana. As a result, the driver was given a
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series of field sobriety tests that he was not able to successfully perform, and he was then arrested
for driving under the influence of marijuana.
As a result of the detection of marijuana odor from the vehicle, officers conducted a search prior to
it being towed away, and did in fact discover marijuana. The driver was transported to jail, but
booking was refused by jail authorities as a result of a high blood pressure reading. As a result,
PAPD offered to transport the driver to a hospital for medical attention or to cite and release him.
Per the driver’s request, he was then cited and released.
The District Attorney declined to pursue any charges against the driver, citing the failure of PAPD
to obtain a blood draw from the driver.
Outcome and Analysis
PAPD conducted an investigation into the allegations raised by the complainant. Several attempts
to reach the complainant for an interview were not successful. Nonetheless, PAPD continued to
conduct a thorough investigation, including a review of body-worn camera6 and in-car video
evidence of the responding officer. The analysis was thorough and concluded that the arresting
officer did not violate policy, and that the allegations of false arrest, illegal search, and racial
profiling were not substantiated. The investigative report noted that the recorded evidence was
consistent with the information in the responding officer’s arrest report and that there was
sufficient cause to search the vehicle. The investigative report found a lack of evidence that the
detention and arrest were racially motivated, noting that officers were “responding” to a traffic
collision (as opposed to initiating the stop), and that both drivers were asked if they had been
drinking or under the influence of a drug.
PAPD did recommend that both responding officers be verbally counseled on their failure to obtain
a blood draw from the driver, which had resulted in the District Attorney’s decision not to
prosecute.7
IPA concurs with PAPD’s findings that the allegations were not substantiated by the evidence. It
also appreciated PAPD’s recommendation that the officers be verbally counseled as a learning
6 The report noted that after the arresting officer put on a traffic vest, it blocked any further video recording
of the incident, although the audio continued to record.
7The body-worn camera recording depicts a conversation between the newer officer and a more
tenured officer, in which the newer officer asked if they should call for a blood technician to
respond to the station. The senior officer stated that they would take care of that issue upon
arrival at the station; however, there is no indicia that any further arrangements were made to
obtain a warrant or arrange for a blood draw. The paperwork supporting the arrest notes that
the driver refused a blood draw, with no further information being provided.
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opportunity for the future. If the District Attorney is not filing certain kinds of cases without a
blood draw, in-service officers should be aware of that practice. To be sure, all PAPD officers
would benefit from the apparent need to obtain a blood draw in order to support a viable
prosecution. However, there is no evidence in the file to indicate that the verbal counseling
occurred.8
The fact that the arresting officer’s body-worn camera was blocked when he donned the traffic vest
was identified during PAPD’s investigation, but there was no apparent follow up on this issue. In
order to further guide officers on where to place a body-worn camera when donning a traffic vest,
the investigation should have determined how the equipment could still fully function while
wearing the safety equipment. With that knowledge, PAPD could then have advised the involved
officer and the Department of the appropriate “fix” to this important and recurring equipment
issue.
RECOMMENDATION FOUR: PAPD should advise its members of the
apparent need to obtain a blood draw in order to support a successful
prosecution and consider changing policy to require it in cases involving
suspected driving while intoxicated (marijuana or other drugs).
RECOMMENDATION FIVE: PAPD should ensure, through documentation,
that any recommended verbal counseling does in fact occur.
RECOMMENDATION SIX: PAPD should determine how a body-worn
camera should be placed that would still successfully video events when
wearing a traffic vest and import that knowledge to the involved officer and
the Department as a whole.
Case 7: Investigation into Improper Database Access and
Allegations of Off-Duty Misconduct
Factual Overview
This case was generated internally, when a dispatcher became aware that an unauthorized name
had been entered into the Department’s criminal records database via an in-car computer terminal.
At the time, the patrol officer who was assigned to the relevant car was working a normal shift and
8 We have been advised that recently PAPD has developed a case disposition form that will document that
any time that verbal counseling has occurred.
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accompanied by a female ride-along (with whom he also was in a dating relationship9) and whose
name had been the subject of the possibly inappropriate query.
While conducting an initial investigation in the database entry, a supervisor reviewed recordings
made by the officer on his body-worn camera at around the relevant time. In doing so, he
overheard a recorded conversation in which the officer apparently alluded to a recent recreational
use of illegal drugs. This caused the Department to put the officer on administrative leave during
the pendency of a now-expanded misconduct review.
The Department interviewed several people as witnesses, including the dispatcher who identified
the issue, the officer’s direct supervisors, and a friend of the officer who had attended the gathering
where illegal drug use had occurred. The officer himself was also interviewed about the various
issues.
Outcome and Analysis
The case presented several issues, including the circumstances under which the woman’s name had
been entered into the database, whether the officer had properly notified supervisors and
maintained appropriate control of the woman’s actions in her capacity as a ride-along, whether the
officer had knowingly been in a social context where illegal drugs were being used, and – most
significantly – whether he himself had used illegal drugs in this and/or other contexts.
As for the drug use in question, the Department (after consultation with both the City Attorney’s
Office and City Human Resources) decided not to administer a physical test of the officer.10 This
meant that the issue on possible drug use turned on different people’s testimony about the event –
in addition, of course, to the statements made by the officer on the recording as he chatted with his
ride-along about the conversation with another officer in which the drug use had been mentioned.11
Based on the representations of the woman, the other friend, and the officer himself – all of whom
acknowledged that drug use had occurred at the party, but who steadfastly denied that he had
participated as anything other than an observer, the Department determined that it could not prove
9 We recognize that the existence of a personal relationship does not inherently make applicable ride-along
pairings a bad idea. But we encourage PAPD to consider the issue and reinforce the importance of
professionalism in that distinctive context, particularly when a dating relationship is part of the dynamic.
10 One factor was the reality that even if the alleged use had occurred, enough time had passed that the
drug’s presence would no longer be detectable.
11 It is unclear as to why the officer would have had his camera activated at that point in the ride along.
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that the officer had engaged in illegal drug use.12 His attendance at that party and tacit endorsement
of other people’s illegal activities did, however, constitute a separate policy violation that was
found to be sustained.
As for the inappropriate entry in the Department computer system, the officer’s girlfriend accepted
responsibility for being the one to physically make the entry. The officer, for his part, claimed to
have no knowledge of how the entry came to be made – though he accepted responsibility for her
having done so by apparently failing to provide sufficient monitoring. This too was a violation of
policy that contributed to the disciplinary consequence the officer ultimately received.
Having reviewed the investigation, we find the Department’s different conclusions to be
reasonable. However, and especially given the seriousness of the allegations and the discrepancies
in certain of the parties’ respective stories, it is unfortunate that the investigation itself was not
more rigorous, effective, and convincing.
For example, the investigator’s interview of the officer to whom the subject officer had originally
made his supposedly “joking” reference to illegal drug use was notably short and unsatisfying.
The substantive part of the interview lasted approximately three minutes, with the inquiry largely
truncated by the officer’s assertion that he did not remember such a conversation (which had
occurred, if at all, a month earlier). This is, of course, not the same thing as denying that it ever
occurred – a distinction that the interview did not pursue.
More pointedly, we found the subject officer’s own testimony to strain credulity in several self-
serving ways.13 But the supervisor who conducted the investigation seemed to accept these at face
value rather than probing for explanations – especially in light of the other evidence that was at
least partly conflicting.14
Part of the issue may have been that most of the key interviews – including the subject interview –
were conducted only by the supervisor who handled the case. It is common investigative practice
(both in criminal cases and in our experience of internal affairs best practice) to have two people
12 In his interview, he explained that his conversational claim to the contrary had merely been an effort to
impress his girlfriend, and not a reflection of his actual behavior. The recorded exchange is ambiguous
enough to lend itself to this interpretation, particularly since it gets cuts off by radio traffic and interceding
events.
13 This included his professing to having no independent recollection of the incriminating conversation with
his girlfriend that was recorded on his body camera, and his surmising that he must have been out of the car
when the inappropriate entry of his girlfriend’s name occurred.
14 For example, the officer’s girlfriend recalled his sitting right next to her when she was using the illegal
drugs at the gathering in question, whereas he described himself as moving from room to room and
distanced from the activity itself.
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assigned as questioners. This is for the simple reason that the presence of a “backup” listener and
participant increases the likelihood that all relevant ground will be covered and that appropriate
follow-up questions will get asked.
We acknowledge that the evidence for the allegation of drug use was insufficient, and recognize
that there was value to the accountability that did emerge from the case and the other sustained
policy violations. Nonetheless, in light of the shortcomings we noted above, we encourage the
Department to consider standardizing the staffing of administrative interviews with two
investigators to help promote appropriately robust reviews.
RECOMMENDATION SEVEN: The Department should assign two investigators
to key interviews in its internal affairs cases, and at a minimum should ensure such
staffing for the interview of the subject employee.
Case 8: Complaint about Rudeness/Interference with First
Amendment Activity
Factual Overview
This case arose in the early weeks of the COVID-19 pandemic. It involved a male subject who
approached a PAPD traffic stop on foot and began to record it. The PAPD supervisor who had
initiated the stop called for backup out of concern that the individual, who was standing nearby and
uncooperative with requests to move, presented a potential officer safety issue. Three additional
officers responded and interacted with the man over the course of approximately fifteen minutes.
Ultimately, the traffic citation was issued, and everyone left the scene.
The man who was recording on the sidewalk eventually posted a video of his encounter with the
officers. It attracted a number of views on social media, and some of the attention in that forum
centered on a moment when one of the officers (who was unmasked) coughed while standing near
the man. Though the officer did cover his mouth, the action provoked additional tension with the
subject and led to the officer making a glib reference to coronavirus that was highlighted on the
man’s resulting video version of the exchange.
The other officer took the lead on the last few minutes of monitoring this individual, who remained
verbally antagonistic. This second officer used a derogatory profanity to characterize the man
toward the end of the encounter. Meanwhile, each of the involved officers was also filming the
incident with their respective body-worn cameras. The second officer’s recording depicts the man
lowering his own mask and coughing repeatedly in her direction at one point in the incident.
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The man’s subsequently released video shows most but not all of the various exchanges. The
Department became aware of the video via the internet soon after it appeared – approximately
three weeks prior to the subject’s emailed complaints, which separately named both the coughing
officer and the officer who had used profanity. The complaint alleged various elements of
misconduct, including interference with the man’s First Amendment rights, his potential exposure
to COVID-19, and different instances of discourtesy.
Outcome and Analysis
The Chief chose to take action after being notified of the relevant social media posting – and
before the man’s complaints were received by the Department.15 The Chief reviewed not only the
relevant social media posting, but the body camera recordings of the involved officers, which
offered a more complete version of the events. He determined that the officers’ actions did not rise
to the level of a policy violation that required formal investigation or disciplinary consequences.
Instead, he met with each officer and provided verbal counseling as to the conduct at issue and the
need to meet the Department’s expectations for professionalism.
By the time the complaint was received, then, the matter had been addressed internally to the
Chief’s satisfaction, and he did not feel the need to revisit it. Accordingly, the complaint was
lodged for tracking and retention purposes, and no further action was taken.
We have reviewed the body-worn camera recordings (as well as the video posted by the
complainant) and have a clear sense of what occurred. Although we were not privy to the
substance of the Chief’s relevant interactions with the named officers, we consider the approach
that was taken to be a reasonable one.
Much of the conflict revolved around the man’s assertions that his right to stand on a “public
sidewalk” and make a recording was being improperly impinged upon by the officers’ directing
him to move back. For their part, the officers were careful to distinguish between the man’s right
to record (which they repeatedly acknowledged) and authority of the officer who was handling the
original traffic stop and was entitled to have the man move a safe distance away so as not to create
a distraction that interfered with her investigation. Unfortunately, the explanation was not always
as clear as it might have been,16 and the officers gradually allowed their exasperation with the
15 Different third parties had also contacted the Independent Police Auditor to inform us of the issue after
viewing the video on social media.
16 It is also difficult to know how much of the man’s professed lack of understanding was more tactical in
nature, given his apparent animosity and desire to provoke. In fact, the man has produced and posted a
number of videos of himself engaging in contentious interactions with law enforcement in several different
jurisdictions.
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man’s recalcitrance and contentious, disrespectful manner to influence aspects of the exchange for
the worse.
While the officer’s cough was apparently unintentional, his subsequent sarcastic reference to
maybe carrying the virus was obviously a poor choice – especially in the highly charged and
uncertain atmosphere of the pandemic’s earliest weeks. Similarly, the other officer’s use of
profanity betrayed her (understandable) annoyance in a way that not only fell below Department
expectations, but also played into the man’s apparent eagerness to antagonize.
None of this is optimal. At the same time, in the overall context of the encounter and in light of the
brief, passing nature of the respective lapses, it was reasonable for the Department to address the
concerns in a relatively low-level manner. Not every performance issue – even those that are
arguably or technically in violation of policy – need result in formal discipline in order for the
goals of correction and future improvement to be achieved.
Case 9: Complaint about Ineffective Response to a Medical
Emergency and Alleged Disclosure of Confidential Information
Factual Overview
This case involved the response to call for service involving an adult woman who was
experiencing a medical emergency outside her home in a residential neighborhood. Encountering a
young neighbor in her distressed condition, she was able to walk and speak, but had difficulty
completing thoughts and expressing the type of help that she needed. The young man called 911 as
well as enlisting the aid of his father.
During the communication with the Palo Alto Public Safety Dispatcher, ambiguity as to the cause
and nature of the woman’s ailment led to the Dispatcher’s decision to notify the Police Department
in addition to the Fire Department and Medic units that she initially summoned. This led to a delay
of several minutes as the Fire and Medic personnel staged a short distance away and waited for
PAPD to arrive and clear the situation as safe. PAPD personnel (an officer and a supervisor)
eventually made initial contact, with the goal of determining whether the woman was having a
mental health episode and potentially posed a danger to herself or others.
Thirteen minutes after their own arrival on scene (and shortly after the PAPD personnel had done
their initial assessment), the medics contacted the woman and began treating her. (She was
eventually taken to the hospital and admitted with a serious medical condition.) Meanwhile, the
PAPD officer who was handling the call made a search of the woman’s home in an effort to locate
possible evidence that would account for her incapacity and potentially assist with treatment.
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Within a few weeks, the woman and her husband had initiated an inquiry with various city officials
as to what had occurred and why.17 There was a focus on several different issues, including the
delay in allowing the on-scene medical professionals to begin their work, and the propriety of the
officer’s search of the woman’s home and belongings. An additional question arose regarding the
officer’s later sharing of information about the call with her own spouse, who was acquainted with
the woman; the allegation was that confidentiality protocols had been breached by whatever
disclosures had occurred. Lastly, the absence of a body-worn camera recording from the
supervisor was investigated for possible violation of PAPD’s activation policies.
Because the incident had involved multiple entities within Palo Alto, the City ultimately decided to
hire an independent investigator to assess the possible culpability of implicated personnel. There
were three identified subjects: the PAPD officer, the supervisor who had also been at the scene
from the outset of the response, and the dispatcher who had handled the original 911 call from the
neighbor of the ailing woman.
Outcome and Analysis
Dispatcher
Much of the accountability assessment centered on the thirteen-minute gap between when the Fire
Department units first arrived on scene and when they initiated treatment of the woman. It is of
course preferable to address a medical emergency sooner rather than later. However, the woman’s
very serious physical distress was manifesting itself in ambiguous ways. She was conscious but
agitated, and had difficulty articulating complete thoughts. The young neighbor bystander who first
sought to assist her was unsure of her status, and his answers to the dispatcher who handled his 911
call led the dispatcher to request a police response to ensure that the situation was safe for medical
personnel. This decision, in turn, led to much of the ensuing time lag: both officers arrived after
the Fire Department units were in place and then took several minutes to question the woman
before summoning Fire personnel forward.
For purposes of the investigation, the dispatcher’s performance (as captured in a recording that was
transcribed) was analyzed by multiple subject-matter experts in relation to both policy and to
“Universal Standards” for Emergency Medical Dispatch. The ultimate finding was that the
dispatcher had deviated from protocol by asking the caller a “freelance” question about the
woman’s condition, and then failing to return to the standardized checklist in a way that may have
better clarified the situation. At the same time, the choice to involve the police and initially
“stage” the Fire Department for safety reasons was found to be reasonable based on the
17 She also corresponded by email and phone with our Office as she was initially exploring her options and
seeking a response to her different concerns. We clarified our role in the process and did not hear from her
subsequently.
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dispatcher’s developing sense of the call – even though the foundation for that sense was at least
partially flawed.
Officer
As for the PAPD personnel, the investigator determined that neither the officer nor the supervisor
had violated policy in their decision-making or actions in responding to the call for service.
Overall, these outcomes seemed reasonable from our assessment of the investigation.
The officer’s five-minute wait for the supervisor obviously slowed her own response to the scene,
but it was in keeping with the supervisor’s direction (which was in itself based on standard officer
safety protocols of waiting for backup in certain contexts). The officer’s interactions with the
woman seemed well-intentioned, appropriate to the circumstances, and of limited duration.
Similarly, her search of the woman’s home (which was recorded in full on the officer’s body-worn
camera and which was authorized on a phone call with the woman’s husband) seems to have been
undertaken in a good faith effort to gain insight into the woman’s condition.
The issue of a possibly inappropriate disclosure was also explored in the investigation. The officer
acknowledged sharing information about the service call – specifically and limited to the identity
of the woman and the fact she had been transported to the hospital – with her wife, who was
familiar with the woman from different contexts.18 However, the investigator found that these
details were not of a type or nature that PAPD confidentiality restrictions forbid.19
Though the investigator’s analysis makes sense in the context of the case and existing policy, the
situation and its aftermath raise the question of whether further consideration (or guidance)
regarding disclosure of sensitive information is warranted. While the facts and overlap of
relationships here were unusual, it is far from inconceivable that similar paradigms will arise in the
future. The difference between “can” and “should” seems to be one worth pursuing by Department
management.
Supervisor
The supervisor’s actions were also evaluated and found to be reasonable, for many of the same
reasons as those of the officer. Her choice to have the other officer wait so that they could
communicate at the scene and then respond together was considered appropriate to their (limited
knowledge) of the situation. If anything, the supervisor was intent on not having the Fire
Department cede responsibility for handling a case that was medical in nature, and ultimately
18 The wife’s subsequent communications about the matter with third parties also received public attention
in the aftermath of the incident.
19 Notably, the wife was not interviewed as a witness.
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sought to hasten the medics arrival by waving them forward and then getting on the radio when
they did not seem to react.
The independent investigator also reviewed the supervisor’s lack of a body-camera recording.
Apparently, the supervisor had inadvertently left the camera in its charging cradle within the police
vehicle upon arrival at the scene. By the time the supervisor realized her error, the thought was
that getting to the woman and beginning to engage was a higher priority than returning for the
camera. The investigator found “insufficient evidence” of a policy violation under these facts.
Because the other PAPD officer was properly equipped and had activated her camera (as the
supervisor confirmed), the investigator determined that key events were in fact being recorded and
that the supervisor’s breaking away from the scene to get her own camera would not have been
“reasonable.” Thus, per the investigator, she was not in violation of the PAPD policy that requires
officers to make all “reasonable” efforts to activate their camera system when responding to calls
for service.
This is perhaps the least convincing of the investigator’s conclusions. The supervisor’s mistake in
forgetting the camera initially may well have been an innocent one, and the decision to forego
retrieval of it made sense as well. But it was a mistake, and it compromised the totality of the
available evidence in a call that became the subject of some controversy. Moreover, her identity as
a supervisor raises expectations and makes accountability even more appropriate. In our view, a
better approach would have been to acknowledge the lapse as a violation, and consider mitigating
factors as needed with regard to any consequence.
Policy Change
Importantly, the incident itself also proved to be an occasion for a thorough revisiting of related
policies and practices. This systemic review resulted in concrete operational changes. These
included updates that refined expectations for the timelier delivery of medical aid in situations
where the police and fire department personnel are both responding. Notable shifts included the
direction for the police to employ lights and sirens in speeding their own arrival to such scenes, and
more overt references to prioritizing necessary medical care even when the subject is a candidate
for a possible mental health commitment.
To us, these steps appear to make practical sense. They also show a commendable ability to glean
lessons from experiences in the field, and to make adjustments in an effort to improve future
performance.
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Taser Deployments
Case 1: Non-contact Deployment during Foot Pursuit
Factual Overview
Officers responded to two calls that emerged in a short span of time and involved similar
allegations. Individual female victims described being approached by two subjects while walking
in a residential neighborhood. In both instances, the females were pushed and had their cell phones
physically wrested from them. This constituted a “strong arm robbery,” an obviously serious
offense. Responding officers soon located the subjects, who were both on bicycles, and attempted
to detain them. One subject fled on foot and was pursued by an officer who used his Taser in an
effort to facilitate the apprehension. The activation failed to connect, and the foot pursuit
continued.
Soon thereafter, the subject stopped and was taken into custody without further incident. He was
found in possession of the two phones that had been taken from the victims.
Outcome and Analysis
This use of force was reviewed by a supervisor, who interviewed the subject and assessed
recordings and reports from the involved officers. The recounting of the Taser deployment was
essentially consistent across the different individual versions. The subject acknowledged
recognizing that it was a police officer who was ordering him to stop, admitted to running away,
and repeatedly confirmed that he had not been struck by the darts or otherwise injured.
That said, a few additional factors needed to be weighed in terms of reaching the supervisor’s
ultimate conclusion (which was endorsed up the chain of command): that the use of the Taser had
been objectively reasonable and consistent with Department policy. We found the underlying
analysis at this initial level of review to be less than robust, as we discuss below.
The first issue was the fact that the subject was running away at the time the officer used the Taser.
Per PAPD policy, “Mere flight from a pursuing officer, without other known circumstances or
factors, is not good cause for the use of the [device] to apprehend an individual.” The resulting
question, then, was whether “other known circumstances or factors” warranted the exception here
to the normal limitation.
The officer himself cited various reasons why he believed that such justification occurred. These
included the physical nature of the crimes the subject was believed to have recently committed and
the fact that he was “grabbing at his pockets” as he ran – thereby raising the possibility of a
weapon. The supervisor seemed to accept this representation (and not illegitimately). But his
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memo in connection with the case did not even flag the flight issue as one worth citing and
explicating.20
The second issue was the lack of a warning. The Department’s “Conducted Energy Weapon”
policy stipulates that a verbal warning should precede activation of the device unless it “would
otherwise endanger the safety of officers or when it is not practicable due to the circumstances.”21
The officer in this case did not issue a warning, which he attributed in his report to the fact of their
running, and that the “incident was evolving.”
Again, it was disappointing that the supervisor again did not make an overt, specific analysis of
this element as part of his overall assessment of the Taser use. Nor did the subsequent memo
produced by a higher ranking officer close this gap.
An issue that the second-level reviewer did address (though the original supervisor had not) was
the subject’s status as a juvenile. The relevant PAPD policy regarding “Targeting Considerations”
cautions that “obvious juveniles” are among the groups for whom use of the Taser should
“generally be avoided.” The supervising reviewer correctly noted that the size and appearance of
the subject (6 feet tall, 205 pounds) moved him beyond the realm of an “obvious” juvenile.
Nonetheless, the supervisor’s memo should have flagged the subject’s actual age (16) and
considered it as part of the analysis.
The initial reviewer did identify and contend with an additional concern in the case: namely, the
fact that the officer wore a jacket over his body camera in a way that obscured the key parts of the
encounter (and meant that there was no visual evidence of the actual Taser discharge). This
obvious shortcoming seems to have been appropriately addressed in direct communications with
the officer, as documented in the memo.22
Lastly, the memo features an extended discussion of a profanity used by the partner officer in the
seconds before the subject surrendered and was handcuffed. Specifically, the approaching officer
(after a tiring foot pursuit of some 150 yards) yelled for the subject to “get on the fucking ground.”
To his credit, the supervisor identifies the issue in his write-up and engages in a thoughtful analysis
of it. He ultimately determined that this statement fell within the “deliberate verbal tactic”
20 Interestingly, the manager who reviewed the first supervisor’s work and prepared his own memo added a
reference to the “densely populated” neighborhood where the pursuit occurred, “where it has been
historically difficult to apprehend suspects.” This potential rationale would have been more compelling if
the officer himself had articulated it. We write elsewhere in this report about the importance of supervisors
refraining from adding their own after-the-fact supports for officer actions in the review context.
21 Interestingly, the subject made reference to this expectation when he was interviewed by the supervisor
about the force deployment; he wondered why no warning had occurred and shared his impression that the
officer was “supposed to” issue one.
22Conversely, another case discussed in this report involved the donning of a safety vest by an officer that
prevented a video account of the incident, but there was no such proof of direct intervention. (See
Misconduct Case 6, above.)
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exception to the usual Department prohibition against profane language. We concur. However, in
our own review of that officer’s body-worn camera recording, we noted additional instances of
subsequent profanity that seemed more gratuitous in nature. More importantly, they were omitted
from the supervisor’s memo, which went so far as to (incorrectly) say that the “obscene language
ceased when the suspect was taken into custody.”
We have discussed profanity concerns in multiple prior reports, and need not belabor them here.
The supervisor’s attention to the topic as part of his review is a form of progress, and we think the
framework for analysis is a sensible one. At the same time, effectiveness in the setting and
upholding of any expectations depends on consistency and rigor, and these latter qualities were
missing from that part of the discussion in this case.
Case 2: Arrest of Carjacking Suspect
Factual Overview
A PAPD supervisor responded to a call for service involving a carjacking in progress. When the
supervisor arrived, he observed an individual sitting in the driver’s seat of a vehicle and was
advised by the victim that he was the subject who was attempting to steal her car. The supervisor
ordered the subject to get on the ground; instead of complying, the man told the supervisor to
“back the fuck up.” At that time, according to the supervisor, the subject made an abrupt move in
his direction. The supervisor, who had already unholstered his Taser, deployed it and struck the
subject, causing him to fall to the ground. The supervisor then took the man into custody.
The subject was transported to a local hospital for treatment, cleared for booking, and booked for
carjacking and resisting arrest.
Outcome and Analysis
The supervisor who reviewed the force incident determined that the use of force was within PAPD
policy. Below, we discuss our own impressions in two categories: procedural issues in the
investigation, and substantive questions about potential inconsistencies in reporting.
1. Procedural Shortcomings
Attempted Interview of Subject
The reviewing supervisor traveled to the jail in an effort to interview the subject. According to the
reviewing supervisor’s report, the subject was falling in and out of sleep and did not respond to
questions asked of him. As a result, the reviewing supervisor ended his efforts to interview the
subject.
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The reviewing supervisor’s report regarding the physical and/or mental state of the subject
suggests that his then-condition may have precluded his ability to respond to the questions being
posed. In such cases, which presumably arise with some regularity, we recommend that the
reviewing supervisor revisit the subject when practicable to again attempt the interview under
better conditions.
RECOMMENDATION EIGHT: PAPD should revise its force review
protocols to instruct supervisors that when an initial attempt at a subject
interview is not productive as a result of an observed physical or mental
condition, the reviewer should attempt to re-interview the subject at a later,
more favorable time, or document why such an attempt was not made.
Delay in Supervisory Review of Recording
According to the reviewing supervisor’s report, fifteen days after the incident he reviewed the
footage from the supervisor’s body-worn camera. In our view, a lapse of more than two weeks
between the date of the incident and a review of body-worn camera evidence is problematic, since
it inherently slows the identification of potential issues warranting further exploration. No
explanation was documented for the delay; it is important that the reviewer examine any body-
worn camera video much closer in time to the incident.23
RECOMMENDATION NINE: PAPD should develop protocols to ensure
that body-worn camera evidence of any reportable force be reviewed by the
supervisor assigned the force review close in time to the date of the incident.
2. Substantive Review of Evidence as to Deployment
In our own review of the available evidence here, we found inconsistencies that we believe
warranted further attention. Specifically, we found that the video recording did not clearly
corroborate some aspects of either the involved supervisor’s version or the reviewer’s recounting
of it. And we noted that the report of the additional officer on scene included an observation worth
exploring further.
The reviewing supervisor wrote that he spoke with the supervisor who deployed the Taser.
According to that report, the supervisor stated that after he arrived on scene, obtained information
from the victim, and observed the subject seated in the vehicle, he called for back up and ordered
the subject to get out of the vehicle and on the ground. The subject responded by telling the
supervisor “to back the fuck up,” at which time the supervisor deployed his Taser and again
23 We were advised that a supervisor did review the body worn camera footage within 48 hours of the
incident, but this was not the supervisor assigned to conduct the force review.
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ordered the subject to get out of the vehicle and on the ground. According to the supervisor, the
subject exited the vehicle and took an “aggressive stance,” lunging toward the officer with his left
shoulder. The supervisor said that he believed the subject was maneuvering to assault him and
therefore deployed his Taser.
In a supplemental police report, the supervisor who deployed the Taser wrote that after he arrived
on scene, he told the subject to get on the ground. The report indicated that the subject quickly
looked at the supervisor while “aggressively and threateningly” pointing his finger at the
supervisor and yelling: “back the fuck up”. The supervisor wrote that he then unholstered his
Taser, pointed it at the subject and repeatedly told the subject to get on the ground.
The supervisor wrote that the subject then paused a moment before suddenly and quickly stepping
fully out of the vehicle and towards the officer in an “aggressive” manner. The supervisor wrote
that he believed that the subject was moving to assault the officer. The supervisor wrote that he
believed that if he attempted to go hands on, the subject would fight him or resist arrest, which
would have likely caused injuries to the officer, the subject, and responding officers. The
supervisor wrote that the subject provided no indication or statement that he was going to
peacefully comply with his commands.
The supervisor reported that as the subject stepped out of the vehicle and quickly turned his head to
his left, the officer immediately activated his Taser, once, striking what appeared to be the
subject’s stomach and leg. The supervisor stated that the subject appeared to feel the effect of the
Taser application and collapsed to the ground. The supervisor advised that he did not provide a
verbal warning of his intended use of the Taser before activation because the subject could clearly
see that the officer was pointing the Taser at him and because the situation was unfolding quickly.
The supervisor indicated that he could observe the red laser dots on the subject’s body.
In contrast to the rationale offered by the supervisor, a responding PAPD officer who observed the
Taser deployment and was tasked with writing the main police report wrote that once the subject
exited the vehicle, he made an attempt to flee on foot, but police prevented his escape by using a
Taser to incapacitate him.
The force memo prepared by the reviewer also and separately summarizes what occurred and
includes the reviewer’s description of the video evidence and what it shows. For instance, the
supervisor reported that the footage begins with the involved supervisor arriving on scene and
asking “what’s going on,” to which a woman depicted in the video replied: “some guy tried to steal
my fucking car.” The supervisor reported that the video shows that the man in the car steps out
and remains within the driver’s side door area and appears agitated as he motions about “wildly.”
The reviewing supervisor reports that the footage captures the supervisor asking for emergency
backup and telling the subject: “Hey sir, get on the ground”. The supervisor review reports that the
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subject looks back to the supervisor, waves his hand at him, and says “back the fuck up.” The
supervisor indicates that the subject does not comply with officer commands and still has one leg
inside the driver compartment of the vehicle. According to the report, the footage shows the
supervisor deploying his Taser and while pointing it at the subject continues to order him to get on
the ground. The report states that the footage shows that the subject again responds to the
supervisor to “back the fuck up” and then makes a quick turning movement toward the supervisor.
The reviewing supervisor describes the footage as showing the subject turning and pulling his leg
out while lunging outward from the driver side of the car. Finally, the reviewing supervisor notes
that the video shows the supervisor deploying the Taser which causes the subject to immediately
fall to the ground.
Based on his assessment of the evidence, the reviewing supervisor determined that the use of the
Taser was within policy. He noted the PAPD policy requiring verbal warning of the intended use
of the Taser but found that it was a “rapidly evolving event” that required immediate police
intervention; additionally, because the involved officer was by himself, there was no need to warn
other officers of the Taser activation.
The reviewing supervisor further concluded that since after the subject exited the vehicle and took
an “aggressive stance, lunging toward him with his left shoulder,” the supervisor reasonably
believed that the subject was maneuvering to assault him, which provided a sufficient threat to
justify the deployment of the Taser.
OIR Group Analysis
Current Taser policy requires a verbal warning of its intended use unless it would otherwise
endanger the safety of officers or when it is not practicable due to the circumstances. The current
policy also states that “mere flight from a pursuing officer, without other known circumstances or
factors, is not good cause for the use of the [Taser] to apprehend an individual”.24
IPA’s review of the body-worn camera of the supervisor who deployed the Taser depicts the
officer arriving on scene, asking “what’s going on”, and being advised by the victim that the
subject was trying to steal the victim’s car. The video recording further depicts the supervisor
telling the subject to get on the ground and unholstering and pointing his Taser at the subject. The
video recording also depicts the subject telling the supervisor to “back the fuck up.”
The video shows the subject gesticulating and pointing but neither the supervisor who used force
nor the video shows the subject motioning about “wildly” as written by the reviewing supervisor.
There also appears as if there would have been time to issue a verbal warning to the subject before
24 The relevant passage of the current PAPD policy had a “typo” with a critical word missing. The typo has
subsequently been corrected.
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deployment of the Taser. And significantly, the video shows the subject stepping out of the car
and taking a step or two towards the back of the car as if he is moving to flee as opposed to moving
aggressively towards the supervisor.
The potential discrepancy between what the video shows and the arguably varying accounts from
the involved supervisor and witness officer suggests that this matter should have been elevated to a
formal internal affairs investigation. That process provides for formal interviews of witness
officers and the involved supervisor who deployed the Taser. A more formal investigation would
provide an opportunity to fully flesh out any discrepancies from PAPD personnel and potential
variances from what the video appears to portray. In turn, PAPD would have had a more complete
basis to determine whether the supervisor violated policy in failing to provide verbal warnings or
deploying the Taser on a subject whose actions may not have met the threshold of provocation.
While PAPD might have well determined after a formal investigation that the Taser use was
consistent with policy and Departmental expectations, this matter would have benefitted from a
more formal investigation to flesh out the incident.
RECOMMENDATION TEN: PAPD should ensure that in force cases for
which there is a seeming discrepancy in the evidence (as in gaps between
officer versions, or between reports and body-worn camera footage), the
review is elevated to a formal internal affairs investigation.
Other Force Cases
Case 1: K-9 Deployment in Back Yard
Police in a neighboring jurisdiction were responding to a kidnapping call with a suspect at large
and called PAPD for assistance from the K-9 unit to assist in locating the individual. PAPD
deployed a K-9 police officer, who met with the neighboring agency’s scene supervisor and then
deployed his dog to track in the area where the suspect had last been seen. Prior to this, the K-9
officer made repeated announcements of his intent to deploy the dog.
Eventually, the K-9 officer began to conduct yard to yard searches. The first yard search was of a
residence that was under construction and not inhabited. The K-9 and the handler were able to
make entry with the dog off leash; once inside the fence the handler made announcements. No one
was located in this yard.
The second house was dark and there were no signs of people awake in the house. There was no
effort to contact anyone in the house. The K9 officer made entry into the rear yard, again with the
Factual Overview
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dog off leash, and then made announcements. The yard search was conducted but nothing was
found.
Prior to entering the residence in question, the K-9 officer and his cover team (another PAPD
officer and a K-9 officer from a neighboring agency) observed people in the front rooms of this
residence. The PAPD officer assigned to provide cover to the K-9 officer went to the door and
spoke to a resident. The information provided to the K-9 handler by the cover officer prior to his
entry into the back yard was that the residents had not heard anything, that nobody was in the
backyard, and that the officers could go into the yard and search.
The officer and the K-9 then went into a back yard with the K-9 off leash, at which time the officer
observed an individual in a small structure whom he believed was the suspect. The officer wrote in
his report that he observed the individual fighting with the dog (kicking him, choking him, and
hitting him repeatedly on the face) and then ordered the dog to bite. The individual was bitten on
the leg by the K-9. The officer said he kept the dog on the bite until the cover officers could
successfully take the individual into custody, a duration he estimated as approximately 40 seconds.
After the individual was handcuffed, officers examined the man’s wallet and it was determined that
he was not the suspect, but rather a relative of the location’s residents. The man was taken out of
handcuffs and medical attention was promptly provided to him.
Prior to entering the back yard, the K-9 officer had not provided announcements warning of the
deployment of the K-9. The officer explained it was his intent to do so once he had entered the
yard, but because the individual ended up being situated so close to the entry area, he was not able
to do so.
The K-9 handler spoke with the victim at the scene, while he was in the ambulance and awaiting
transport to the hospital. In later reviewing a recording of this interview, the investigator noted that
he was able to discern that English did not appear to be the victim’s primary language; he also
noted that understanding the man’s speech was difficult at times.
The K-9 officer asked the victim why he did not come out when he had made the earlier
announcements, and the victim replied that he had not heard them because he was sleeping. The
K-9 officer asked why he did not show his hands, why he choked the dog, and why he tried to run.
The victim responded that he did not know what was happening to him and was trying to get the
dog off of him. The victim said he did not try to run. The officer asked why the family did not
know he was in the back yard; the victim said he had left to get something to drink and had not told
them he was back.
A PAPD supervisor also interviewed the victim in the emergency room of the hospital. The victim
said he did not hear the officers make any announcement. He further said that he did not know
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what was going on and that he was trying to stop the dog by pushing him away. The victim denied
trying to choke the dog.
PAPD Findings:
PAPD conducted an internal investigation and determined that the deployment of the K-9 was
consistent with current training and policy. However, to the Department’s credit, the review did
identify policy issues worthy of potential revision.
First, a PAPD reviewer recommended that policy be revised to clearly state that the deployment of
a canine was a use of force, with the potential for serious injury, and is accordingly governed by
the Department’s overall use of force policy. This recommendation was in fact adopted, and the
canine policy was revised.
The reviewer further recommended that the “serious offense” language in current policy that was
intended to describe the types of matters for which a K-9 deployment was authorized be replaced
by “crime of violence” or “violent felony” in order to provide more clarity on the types of offenses
that would warrant the use of a K-9. The reviewer specifically noted that the policy did not define
what constituted a “serious offense” whereas “crimes of violence” or “violent felonies” are defined
in state law. Again, this recommendation was accepted, and the policy was revised to authorize K-
9 deployment for any “violent felony as defined by PC 667.5 or misdemeanor involving the
possession or use of a deadly weapon.”
The reviewer recommended that additional language should be added to current policy clarifying
that the mere presence of a police canine can be an effective tool for facilitating a peaceful
surrender and that an announcement should be made prior to entry or deployment to provide a
meaningful opportunity for peaceful surrender to occur. Again, this language was adopted and
codified into the Department’s canine policy.
The reviewer further proposed changing the policy to permit the absence of an announcement only
when specific and articulable facts exist to indicate that making the announcement would increase
the risk of injury to officers or the public, and eliminating current language which excuses the
absence of an announcement when there is an increased risk of escape. This recommendation was
accepted and PAPD’s canine policy was revised accordingly.
The reviewer noted that the investigation had revealed that the K-9 officer had been trained to
make entry to an enclosed yard and reach a position of safety where he could assess the terrain
prior to making the announcement. The reviewer recommended reconsideration of the use of this
tactic. The reviewer opined that had the handler made an announcement prior to opening the gate
(or even after opening the gate but before making entry), it was possible the individual would have
made his presence known and avoided the bite.
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Analysis
Interviews Not Conducted
In reviewing the investigation, the IPA determined that the victim and an officer
witness to the incident were not formally interviewed as part of the internal affairs
investigation.
With regard to the victim of the dog bite, the internal investigator reported that he
decided not to interview him because he was represented by an attorney and had filed
a claim with the City. The fact that an individual has representation does mean that
any outreach to him should go through his attorney, and it is possible that cooperation
will not be forthcoming. Still, in such situations a police agency should still make all
reasonable efforts to obtain an account of the event from the victim of a K-9
deployment. While an attorney may decide that it is in the best interests of his client
not to sit for an administrative interview, we also have experience to the contrary. It
was disappointing that PAPD used the victim’s represented status as a reason to forego
any outreach.
RECOMMENDATION ELEVEN: PAPD should revise its protocols to
ensure that PAPD personnel assigned to administrative investigations attempt
to interview all civilian victims and witnesses, even when they are represented
by counsel.
Additionally, the investigative report indicated that another agency’s K9 handler was
present during the deployment of PAPD’s K9 but was not interviewed. While there is
body-worn camera footage of the deployment, the video does not capture events
preceding the incident, and the night-time and confined conditions of the deployment
provided a less than optimal video/audio account. The K9 handler wrote a report that
was obtained by PAPD, but a written report is a poor substitute for a thorough
interview.
RECOMMENDATION TWELVE: PAPD should advise those assigned to
conduct internal investigations that witness officers to any force incident
should be interviewed if possible, even if they are employed by another police
agency.
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Body-Worn Camera Evidence
The other agency officer wrote in his report that he had activated his body-worn
camera prior to the incident. However, there is no evidence that PAPD attempted to
retrieve the body-worn recording of that event from the other agency. Obtaining that
recording would have provided an additional vantage point from which to evaluate the
incident.
RECOMMENDATION THIRTEEN: During internal investigations into uses
of force, PAPD should retrieve and review any body-worn cameras of other
agency witness officers.
Additional Issues Identified by PAPD during the Review Process
1. Failure to Attempt to Contact Residents Before Conducting Yard Search
As detailed above, the investigation revealed that prior to the entry in question, the K-
9 officer had made at least one other backyard entry with the police dog off leash and
without contacting the residents. Current PAPD policy has no requirement that
residents be contacted prior to entering into a yard and deploying a K-9.
A failure to even attempt to contact residents prior to deploying a K-9 in their back
yard could easily lead to the sort of harmful outcome that occurred later in this
incident. While the report was that the relevant residence was dark, a knock on the
door and advisements should nonetheless have been undertaken prior to entering the
back yard of a residence with a K-9 off leash.
2. Conversation Between Resident and PAPD Cover Officer
The internal investigator reviewed the recorded conversation between the PAPD cover
officer and the resident who answered the front door. According to the investigative
report, while the officer inquired about possible pets or pools in the back yard, he did
not ask if there were any people there. Nor did the cover officer indicate to the
resident that the officers intended to search the back yard with a police dog.
While the failure of the PAPD cover officer to specifically ask whether there were any
people in the yard to be searched and to expressly advise of the Department’s intent to
deploy a K-9 was identified during the Department’s investigation, there was no
recommendation in the review documents on how to ensure that future deployments
avoid similar pitfalls. We were advised, however, that a training memorandum was
issued subsequent to this incident and were provided a copy of that memo. The
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memorandum indicates that a policy modification will be made consistent with the
instruction in the training memorandum and urge PAPD to revise its policy
accordingly25
RECOMMENDATION FOURTEEN: Per its stated intent, PAPD should
modify its policy requiring officers to contact residents of yards prior to
searching, ensuring that specific questions are asked about potential
individuals in the back yard, the Department’s intent to deploy a K-9, an
advisement to residents to stay inside during the search, and a follow up
contact when the search has been completed.
3. Failure to Provide Warnings Before Entry into the Back Yard
PAPD’s then-policy regarding warnings read in pertinent part:
318.5.2 WARNINGS AND ANNOUNCEMENTS
Unless it would increase the risk of injury or escape, a clearly audible warning
announcing that a canine will be used if the suspect does not surrender should
be made prior to releasing a canine.
In this case, the handler asserted that by waiting to make announcements until they
breached the yard, it avoided officers getting “ambushed” or the suspect escaping, and
that they were better positioned inside the yard to ascertain the intent of the suspect.
The investigation also corroborated the K-9 handler’s statement that this approach had
been regularly approved and trained as a technique by PAPD’s K-9 program.
The internal investigator recognized that this tactic is problematic if the person sought
is within a few feet of the entry point, as in this case, and could lend itself to the
unfortunate result that occurred here. However, based on the plain language of the
policy and the training provided at the time of the incident, he found that the handler’s
actions were consistent with policy.
As noted above, the reviewer of this investigation recommended that the tactic of
having an off-leash K-9 enter the back yard prior to warnings should be reconsidered.
And the canine policy was revised consistent with the recommendation:
A clearly audible warning to announce that a canine will be released if the
person does not surrender shall be made prior to each entry, deployment, or
25 The Department should also consider in the policy modification an instruction to residents to stay inside
during the pendency of the dog search, and a provision for subsequent contact to advise of when the search
has been completed.
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release of the canine. When a search involves entering multiple distinct
properties, a warning should precede each such entry.
4. Deployment of K-9
PAPD determined that because the handler believed that the individual in the back
yard was a person wanted for kidnaping, the situation met the criteria for deployment.
PAPD concluded that the handler perceived that the man’s attempts to fend off the dog
was violent resistance and the command given to the K-9 was appropriate under the
circumstances believed by the officer.
The investigator noted that the officer gave repeated bite commands, somewhere in
excess of 35 times. However, the investigator noted that the repeated commands were
an instruction to hold the bite, not to release the bite and continue to bite repeatedly.
PAPD found that after the cover officers had control of the man’s hands, the K-9
officer called the dog off the bite.
5. Failure to Identify Oneself During Arrest
A review of the body-worn camera of the dog deployment showed that none of the
three responding officers identified themselves as police to the man. As noted above,
the victim said that he was shocked and had no idea what was going on. However, the
investigator concluded that because the officers believed they were arresting an
individual who should have known that he was the subject of a police response, they
would not have had the mindset to advise him that they were police.
In this case, while it may have not been necessary under policy and law to identify
themselves as police officers, law enforcement is universally trained on the advantage
of doing so to eliminate any potential confusion as to their status. This provided a
learning opportunity to the responding officers that was not apparently pursued.
RECOMMENDATION FIFTEEN: The K-9 handler and PAPD cover officer
should be counseled on the importance of identifying themselves as police
officers during any attempts at apprehension.
6. On-Scene Interview of Victim by K-9 Handler
As detailed above, the K-9 handler interviewed the victim in the back of the medic
van. The internal investigator expressed concern with this conversation due to the
stance that the officer took, asking questions that were leading and accusatory. The
investigator noted that by this point, it was clear to the handler that the man was not
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the suspect, but that it was evident from the officer’s line of questioning that he was
nonetheless trying to shift blame to the victim for fighting with the police K-9.
The investigator concluded that the victim had no intention of harming the dog but
was merely defending himself from an unprovoked attack. The investigator concluded
that the K-9 handler’s attempt to shift blame to the victim was not appropriate.
Instead, the investigator opined that the officers should have acknowledged that an
error was made and that the wrong person was bit. As the investigator aptly summed
up: “We should not try to blame the innocent person, or their response, because of
very unfortunate circumstances that fell upon them.”
While the investigator should be credited with identifying this issue, the Department
did not appear to consider any remedial action designed to address the situation. One
reform worth considering is systemic: in order to create more neutrality to any post-
incident interview, it would be more appropriate in the future to have a supervisor
exclusively handle that task.26
Moreover, as for this specific case, the handler should be counseled on the
inappropriateness of his conversation with the victim who had been wrongly bit by his
police dog. While there is no documentation indicating that such counseling did
occur, we have been advised that the dog handler was so advised.
RECOMMENDATION SIXTEEN: PAPD should revise policy to ensure that
any post-incident interview of a person subjected to a K-9 deployment be
handled by a supervisor.
Case 2: K-9 Deployment on Fleeing Suspected Felon
PAPD received a report of a carjacking occurring in a neighboring jurisdiction. One of the
subjects was reportedly armed with a long gun. A PAPD K-9 officer was on patrol when he
observed a car traveling at a high rate of speed. The license number matched the stolen car. The
officer went in pursuit of the vehicle.
Eventually the vehicle came to a stop and five occupants ran from the car. The officer, his K-9,
and two backup PAPD officers all chased after the driver of the car. The police K-9 bit the driver
who had fled from the scene, and he was arrested. It was learned subsequently that the driver was
a minor. He was transported to a hospital for medical attention after sustaining puncture wounds
and bite marks to his left shoulder, left elbow, and left thigh. He was then booked into Juvenile
Hall.
26 And as detailed above, a supervisor did interview the victim at the hospital.
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The PAPD reviewer determined that the decision to pursue the car was within Department policy
and expectations. He also found that once the vehicle pursuit came to an end and the driver fled,
the decision to deploy the K-9 to effectuate the apprehension was also consistent with PAPD
policy.
Additionally, the reviewer considered the expectations of policy that warnings be given and
concluded that under the circumstances, the formal warnings normally provided would have been
ineffectual. However, the reviewer did recommend that K-9 handlers be advised that using a
shorter improvised verbal warning such as “Police Dog” should be considered. OIR Group agrees
with this recommendation. Such a warning would not slow down the deployment of the dog,
might cause the desired goal of self-surrender, and would provide potential warnings to uninvolved
individuals that an unleashed police dog was about to be deployed.
The reviewer also considered current policy’s restrictions regarding deployment of K-9 on
juveniles. He determined that based on the physical features of the driver, it would not have been
possible for the dog handler to know that he was a juvenile.
Finally, the reviewer noted that one of the backup officers was not wearing his body camera at the
time of the foot pursuit. The officer reported that his camera was being charged and under the
exigency of the situation, he had not remembered to retrieve it prior to going into foot pursuit. The
reviewer indicated that the officer’s oversight would be verbally addressed with him.
The review of this matter by PAPD was thorough and addressed both central and collateral issues
regarding the officer’s performance. One important internal recommendation was made to ensure
that some type of modified warning be provided when a dog is about to be released under exigent
circumstances would be helpful. There is no indication that this recommendation was
implemented. It should be.
RECOMMENDATION SEVENTEEN: PAPD should advise all members of
the K-9 program (including the involved officer in this incident) that even
when formal announcements are not practicable, officers should provide a
modified warning so that the subject and other potential uninvolved
individuals are advised of the impending intent to deploy the police dog.
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UOF Case 1: Knee Injury After Foot Pursuit, Takedown
Factual Overview
The subject in this incident injured her knee at some point in an encounter with a PAPD officer.
She was a shoplifting suspect who attempted to run away from the scene, ignoring the officer’s
commands to stop. He ran after her, caught her, and took her to the ground from behind after
grabbing her sweater and hair and pulling her down. She was then taken into custody without
further incident.
Two different supervisors came to the scene and were notably responsive to the issue of potential
knee pain. The subject herself did not seem to initially emphasize the issue, focused as she was on
whether she should have been arrested in the first place.27 Indeed, she did not mention it at all for
several minutes, and walked a considerable distance with no issues after her initial apprehension.
However, as time passed and it became clear that she was going to be faced with multiple charges,
she began to accentuate the knee problem as if in a reactive way.
In spite of some skepticism as the severity of the injury and the sincerity of the subject’s assertions,
the Department and facilitated her transport by medics to the emergency room for treatment.28
A different officer responded to the hospital to conduct further investigation. That officer
eventually cited and released her at the hospital for the crimes of petty theft and resisting arrest.
Force Review
The force review was conducted by one of the responding supervisors, who ended up having the
majority of the interactions with the subject. She was able to make her assessment about the force
based on several factors, including a statement from the subject, the involved officer’s written
report and body-worn camera recording, and witness testimony and other evidence as to the
underlying crime. This was a comprehensive basis for evaluation – with one minor exception.
This involved documentation of the woman’s injuries. The supervisor made the decision on scene
not to attempt photographs in light of the obstacle presented by the tights the subject was wearing.
27 She repeatedly asserted that the store Loss Prevention personnel had told her she could leave after she
returned several items she was apparently intending to steal.
28 This was the criterion that brought the case within our notification protocol with the Department.
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This seemed reasonable, but, as the force memo later explained, “volume and staffing needs” also
prevented any follow-up at the hospital as to photos or other information about her condition.29
The force itself was limited in its application: the officer’s grabbing and “takedown” of the woman
from behind lasted only a couple of seconds, and she did not offer any resistance after going to the
ground. The woman herself seemed unsure what had happened, and thought that she had tripped
either right before or right after coming into contact with the officer. Nor did she seemingly take
exception to his pulling on her long hair as part of his seizure of her – in fact, she did not allude to
that detail in her descriptions of what occurred. Again, the fact that he had taken her into custody
at all seemed much more of a preoccupation than the manner in which it happened, or the
legitimacy of the force that was used.
The supervisor determined that the use of force was justified and consistent with policy, and that
no further action was required. This analysis was endorsed by three other reviewers of higher rank.
We concur with the conclusion that this minor force event authorized to apprehend the subject and
consistent with Department policy. Although the officer neglected to identify himself as law
enforcement as he gave commands to the woman from behind (thus providing a window for her to
claim uncertainty about what was happening), he believed she had looked right at him as she
initially ran by and was undoubtedly aware of his status. He also seems to have been physically
controlled, and was quick to de-escalate when it became clear that no further force was necessary.
Apart from the claim of injury and the loose ends regarding any medical outcomes, the most
noteworthy aspect of the force deployment was the technique of grabbing the woman’s hair. This
was unorthodox – if effective – and it was interesting that the officer omitted this detail when
writing his supplemental report about the incident.30
While the reviewer’s analysis seemed reasonable on the whole, it also took pains to justify the
force through rationales that seemed unduly elaborate. This included reference not only to
potential traffic hazards and collisions had the foot pursuit continued, but also to the possibility of
the suspect retrieving a weapon from a parked vehicle, or an “ambush scenario” if accomplices
were nearby.
We question the value of – and need for – this emphasis on speculative dangers. Importantly, the
officer himself did not mention any of these factors in his own report; the use of force happened
29 The records in the case file also include a partially completed authorization for disclosure of medical
information. But it is not signed, and apparently was not pursued.
30 Notably, and to his credit, he did verbally relay it to responding supervisors, and explained it to the
handling medics so as to ensure that they would have an accurate sense of possible issues.
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quite quickly and as a reaction to the subject’s sudden appearance, and it seems unlikely that this
detailed calculus of potential threats occurred to him in the moment.
Here, the officer had every right to apprehend her, and did so in a way that involved proportional
force. Law enforcement’s credibility with the public depends in part on taking ownership of the
choices it makes, and that credibility is strained when the potential for harm is exaggerated in this
fashion.
RECOMMENDATION EIGHTEEN: PAPD should follow through where
possible on obtaining relevant photographs of injuries and medical records in
force cases resulting in hospital visits.
RECOMMENDATION NINETEEN: PAPD supervisors should refrain from going
beyond the involved officer’s own claims in justifying force through the listing of
possible threat-based rationales.
UOF Case 2: Leg Sweep and Take Down to Effect Arrest
Factual Overview:
Officers responded to the scene after getting a report of a transient individual pushing newspaper
racks in the middle of the street. The first officer to arrive found the male subject to be
immediately confrontational – including spitting at the officer as he sat in his patrol car. The
officer eventually got out of his car and tried to verbally engage with the man (who was in his
sixties and very slender) from a safe distance, but he remained agitated and antagonistic.
As the standoff continued, a second officer arrived in response to his colleague’s radio request for
emergency backup. He approached by car from behind the subject, took a moment to observe the
situation (including the subject’s aggressive stance), and decided that his best option was to
decisively move to grab the subject and take him to the ground with a leg sweep. He was able to
effectuate this tactic, and the first officer placed the subject into handcuffs.
Seeing a small amount of blood on the man’s head from where he may have impacted the ground
(as well as scrapes on his bare feet), the officers summoned medical aid to the scene. The man was
eventually transported to the hospital for treatment and placed on a psychiatric hold in light of his
aggressive behavior and his repeated outbursts.31
31 This was the criterion which brought the case within our notification protocol with the Department.
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Force Review
The primary memorandum regarding the use of force was prepared by a supervisor who had
responded to the scene. He followed the format/template established by the Department, which we
find to be thorough and very useful in the topics that it requires supervisors to address. One of
these, for example, relates to “De-Escalation” and requires a summary of the efforts that were
made (or an explanation as to why such attempts were not feasible).32
The supervisor showed patience and diligence in conducting an interview with the subject. He also
took photos, evaluated recorded evidence (including looking for possible surveillance cameras
from the nearby business), and did a methodical analysis of the relevant factors in reaching his
conclusion: namely, that the force was reasonable and justified.
Unfortunately, the overall body of evidence was lessened by the first officer’s initial failure to
activate his body-worn and in-car camera and audio systems. The supervisor (and the higher-
ranking manager who later reviewed the case) properly flagged this as a concern and designed an
intervention to remediate the issue.
We concur with the finding that the force was in policy.
UOF Case 3: Controlling Force and Use of Restraint System
Leading to Minor Injury
Factual Overview
Officers responded to a call for service arising from a confrontation in the street and the alleged
robbery by force of the victim’s personal property. Officers were able to locate, detain and
handcuff the alleged perpetrator, a male in his fifties. Because the victim was disabled and in a
wheelchair, officers decided to drive the subject the short distance necessary so that the victim
could provide a field identification. It was when officers tried to place the handcuffed subject in
the back of a patrol car that he began to resist energetically. The officers struggled unsuccessfully
to force him into the car, and eventually decided to change their plan. They seated the subject on a
curb and arranged for the victim to come to them. However, the subject’s ongoing lack of
cooperation, which included his getting up and attempting to walk away, made the officers decide
to deploy a restraint system that would greatly limit his ability to move.
32 Here, the supervisor credited the first officer’s efforts at verbal persuasion and non-confrontational
demeanor. The second officer made the conscious – and seemingly reasonable – choice to use the “element
of surprise” upon his own arrival in an effort to resolve the situation.
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Officers used further force to hold the subject’s head in an effort to overcome his movements
during the attempted identification; the man repeatedly turned his face away to thwart the victim’s
efforts at seeing him. The subject then began to complain of breathing issues and neck pain. This
prompted the on-scene PAPD supervisor to call for medics to respond.
The man was transported to the hospital to be evaluated.33 Several hours later, he was cleared for
release and booking into jail. A supervisor responded to the jail (where the subject was being
housed in a special unit for those experiencing mental health concerns) for an interview; he
described lingering neck stiffness as well as swollen, painful wrists.
Force Review
The memo that was prepared by the supervisor in this case was the product of a thorough
investigation and a thoughtful, detailed analysis. It included a lengthy interview with the subject,
whose version of events largely coincided with the officer reports and other evidence (though the
man took particular exception to the “twisting” of his head, to which he attributed his neck
discomfort).34
The various body-worn camera recordings created by the responding officers establish the
persistent lack of cooperation from the subject, beginning with when he was first contacted by an
officer and refused to stop for questioning. The force was controlled and entirely driven by the
man’s ongoing lack of cooperation, which took many forms. It included his going completely limp
and his twisting and kicking to prevent officers from placing him in the back seat of the vehicle.
For their part, the officers maintained their composure and made repeated efforts to verbally
persuade the man to stop resisting. To their credit, they also regrouped and made a new plan when
the struggle to force the man into the back of the patrol car began to exceed the value of
transporting him at that moment. The decision of on-scene supervisors to enlist the “WRAP”
restraint device in order to limit the man’s movements and lessen the amount of “hands-on”
physical control they needed to exert during the waiting periods before he was finally transported
to the hospital.
The memo that resulted from the supervisor’s review ran for several pages. It documented the
events in a thorough, objective fashion and analyzed the legitimacy of the officers’ actions across a
variety of factors. The force was found to be reasonable under the circumstances – an outcome
with which we concurred.
33 This was the criterion which brought the case within our notification protocol with the Department.
34 The supervisor also spoke with the subject about the issues he had raised with jail staff concerning
possible officer misconduct in deriding his sexuality or style of dress. The subject did not substantiate any
of these concerns with specific details of any kind, but the supervisor was conscientious in asking about
them.
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Conclusion
As we moved forward with the review process and drafting of this report, we have received
ongoing communications from PAPD management about new and developing matters, as well as
investigation materials from five cases that were completed in more recent months. We have
conducted our initial assessment of those investigations, and will feature them in our next public
report, which is scheduled to be released in August.
On the whole, the cases covered in this Report are illustrative in several ways. They show the
range of issues and allegations that generate concerns by the public and/or the Department as to
improper officer behavior. They offer insight into the process by which Taser deployments (long a
source of community concern in Palo Alto), dog bites, and lesser uses of force are scrutinized by
the agency – both for compliance with policy and (at times) thoughtful consideration of peripheral
issues. And they display the strengths, and occasional limitations with which PAPD evaluates
officer conduct and pursues appropriate remediation.
Our sense is that the Department’s leadership is attuned to the high expectations of its public as
well as the engagement of the City’s elected officials. The observations and recommendations in
this Report are meant to be useful in meeting those recommendations, and we look forward to
furthering our efforts in that regard as our enhanced role with the City continues.
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DATE: JANUARY 27, 2022
TO: HONORABLE CITY COUNCIL
FROM: CHIEF OF POLICE ROBERT JONSEN
SUBJECT: 2021 USE OF FORCE REPORT
Background:
In early June 2020, the Palo Alto City Council approved a Race and Equity Framework and action plan
and guided the Human Relations Commission to collaborate with the Police Department to lead a review
of the “8 Can’t Wait” campaign in relation to Palo Alto to proactively revise the Police Department’s use
of force policy and add a greater emphasis on de-escalation and crisis intervention techniques. As the
City’s race and equity work continued into the fall of 2020, a series of community engagement
opportunities and City Council ad hoc conversations concluded with the City Council adopting new
actions in November 2020 that increased transparency with the Police Policy Manual, expanded the
scope of administrative investigations reviewed by the Independent Police Auditor (IPA), and provided
direction to include use of force information with the IPA report submitted to the City Council.
This memorandum satisfies the City Council’s direction to provide an annual use of force summary
which encompasses all use of force incidents in which a “Supervisor’s Report on Use of Force” has been
completed by the Police Department. Most commonly, a Supervisor’s Report is completed when there is
a visible or apparent physical injury, the subject complains of pain, or the subject alleges they were
injured. This initial summary covers the period from the City Council’s direction on November 16, 2020,
through December 31, 2021. Subsequent reports will be published annually in January or February
covering the prior calendar year. The Police Policy Manual requires that all uses of force by Police
Department members “be documented promptly, completely, and accurately in an appropriate report.”
Such reports are required to be reviewed by a supervisor and approved in writing. In certain
circumstances, section §300.5.2 of the Police Policy Manual enumerates the circumstances where the
“Supervisor’s Report on Use of Force” also requires review up to and including the Office of the Chief.
Summary:
From November 16, 2020, until the end of 2021, PAPD officers used force requiring a “Supervisor’s
Report on Use of Force” pursuant to §300.5.2 a total of sixteen times. Of these sixteen incidents, officers
used no more than bodily force 1 on twelve subjects, a less lethal Sage round 2 on one subject, a Taser on
one subject, and a canine on two subjects. Eleven of the sixteen reports have been or will be sent to the
1 Bodily force includes control holds, takedowns, or other uses of the body that does not involve the use of a tool.
2 A Sage round is a 37 millimeter less-lethal foam rubber projectile.
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IPA for review and recommendations, as they meet the criteria for the IPA’s expanded scope of
administrative review established by the City Council in November 2020. The expanded criteria for IPA
review of use of force reports includes all administrative use of force reports where a baton, chemical
agent, Taser, less-lethal projectile, canine, or firearm is used, and all cases where the subject’s injuries
necessitate any treatment beyond minor medical treatment in the field. The remining five cases did not
meet the criteria set forth by the City Council. The current IPA report attached to this informational
memorandum reviewed seven of those eleven force cases. The remaining cases will be reviewed and
reported on in the next IPA report due to Council in August 2022.
During this same period, Palo Alto Police Officers responded to 42,405 calls for service; this equates to
officers using force on 0.03% of dispatched calls. A call for service is generated by a dispatcher in the
Computer Aided Dispatch (CAD) system as a result of a community member calling for assistance or an
officer initiating field activity, such as traffic stops, pedestrian stops, and/or directed patrol. Of the
sixteen incidents requiring a Supervisor’s Report, thirteen were associated with calls for service initiated
by a community member, and three involved officer-initiated pedestrian stops. None of the sixteen
incidents required the disclosure of police personnel records under the California Public Records Act
pursuant to Senate Bill (SB) 1421 or Assembly Bill (AB) 748. SB 1421 amended Penal Code section 832.7
to require the release of records relating to the discharge of a firearm at a person, officer use of force
incidents resulting in death or great bodily injury, sexual assault, and acts of dishonesty. AB 748 requires
law enforcement agencies to disclose video and audio recordings of “critical incidents” involving the
discharge of a firearm at a person, or an incident in which the use of force resulted in death or great
bodily injury.
Enhanced Transparency, De-Escalation, and Training Initiatives:
Building on the significant amount of work undertaken since the summer of 2020 to revise policy,
increase transparency and build greater trust with our community, the Police Department continues to
actively seek ways to improve policy, emphasize de-escalation alternatives, and expand use of force
training opportunities. In August 2021, the Department revised its canine policy to clearly state the
deployment of a canine was a use of force and is governed by the Police Department’s overall use of
force policy. The revised policy also provided for fewer circumstances when a canine can be deployed
for apprehension purposes and fewer circumstances when a canine could be deployed off-leash for any
purpose. It also clarified pre-deployment announcement procedures and officer actions prior to
searching with a canine.
Over the summer, the Police Department acquired a Virtual Reality (V/R) Force-Options Simulator via a
grant program administered by the California Commission on Peace Officer Standards and Training (CA
POST). This simulator allows personnel to participate in “real-life” training scenarios that focus on de-
escalation strategies including skilled communication, decision making under stress, conflict resolution,
and crisis intervention. Multiple officers have already participated in this V/R training simulator and the
Police Department will expand the use of it moving forward to incorporate all sworn personnel.
Additionally, the Police Department provided use of force and de-escalation training to all Police
Department members as part of its on-going Continuous Police Training (CPT) curriculum and added a
specific heading titled “De-escalation” to the “Supervisor’s Report on Use of Force.” This heading allows
the incident reviewer to specifically highlight any de-escalation tactics used or explain why the
circumstances and/or subject behavior did not allow the officer to use de-escalation.
Lastly, in November 2021, the Police Department launched its Psychiatric Emergency Response Team
(PERT), where a police officer is paired with a licensed mental health clinician from the Santa Clara
County Behavioral Health Services Department. The team’s primary objective is to provide rapid
intervention to a person in mental health crisis by de-escalating the situation and stabilizing it in the
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least restrictive way possible. The team then strives to connect that person to services and get them the
help they need. The team is making very meaningful connections with the community thus far.
Conclusion:
As we enter 2022, the Department will continue to evaluate its use of force policies, take advantage of
de-escalation training opportunities, and continue to connect with the Palo Alto community to
institutionalize sustainable, positive, and transformative positive law enforcement interactions with the
public. This summary report will be presented annually to cover one year of use of force data as done
with this summary memorandum. The Police Department’s initial Use of Force Analysis memorandum
included in the Race and Equity Ad Hoc Transmittal #3 in August 2020, can be viewed using the following
link: https://www.cityofpaloalto.org/files/assets/public/city-manager/communications-office/race-
equity/race-and-equity-data-transmittal-3-august-26-2020.pdf?t=51654.01
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Supplemental Report – Item 9
MEETING DATE: FEBRUARY 14, 2022
TO: HONORABLE CITY COUNCIL
FROM: ED SHIKADA, CITY MANAGER
SUBJECT: AGENDA ITEM NUMBER 9 - TITLE: PROVIDE DIRECTION TO STAFF ON
NEGOTIATIONS WITH PETS IN NEED FOR OPERATIONS AND CAPITAL
IMPROVEMENTS AT THE CITY’S ANIMAL SHELTER
This memo provides additional information on preliminary negotiating terms discussed by the
Pets in Need (PIN) Board and provides information on funding the additional capital
improvements identified by PIN as necessary for PIN to move forward with a long-term
agreement.
The PIN Board gave consent to their Interim Executive Director on February 9, 2022 to engage
in good faith negotiations with the City of Palo Alto for a new or amended agreement. PIN has
provided the following priority topics to be resolved before committing to a longer-term
agreement:
•Evaluation of animal shelter software – The current Agreement requires the use of the
software Chameleon, however; PIN has an interest in exploring other options and would
like the City’s flexibility in adjusting if both parties agree to transition to a new software
system. City staff are open to exploring another shelter software if it meets the needs of
the Animal Control Officers who utilize Chameleon daily.
•Feral cat plan – The current Agreement states that PIN cannot release feral cats within the
City of Palo Alto or any of its Partner Cities. PIN would like to establish a Trap-Neuter-
Release plan for feral cats in cooperation with the City. City staff are open to exploring this
topic with participation from community stakeholders.
•Additional capital improvements – PIN has new specifications for a kennel building that
would include demolition of the existing kennel building. The building would house 24 dog
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kennels, including 4 isolation kennels. PIN has also provided specifications for a new or
renovated cat and small animal area. The area would include rooms for ready to go,
quarantine and isolation animals, and would include both indoor and outdoor areas.
Staff does not have a clear scope of the additional capital improvement needs at the Animal
Shelter proposed by PIN at this time. The $3-4 million stated in the memorandum is only a
rough order-of-magnitude estimate, and the amount could increase or decrease as the scope of
the project becomes more defined. If the agreement between the City and PIN continues, Staff
anticipates working in partnership with PIN to determine the scope of the capital
improvements and will explore a cost sharing method between the two parties to fund the
project.
Several sources could be considered to fund the City’s portion, as listed below; however, there
would be tradeoffs to use these funds for improvements at the Animal Shelter.
•Infrastructure Reserve – Would require reprioritizing planned projects in the Capital
Improvement Fund to ensure the Fund remains solvent over the five-year Capital
Improvement Plan (CIP).
•Budget Stabilization Reserve – Would reduce the ability to fund service reinvestments
across General Fund departments.
•Unallocated Future Revenue Growth – Revenues in this category could include future TOT
earnings, above the amount reserved for Infrastructure Plan project debt repayment and
revenue from a potential local ballot measure in November 2022 (pending voter approval).
•Impact Fee Funds – Most Impact Fee Funds have been programmed to current capital
projects; however, deferral or cancellation of current projects or earmarking future fee
revenue where eligible could contribute to the project.
•Stanford University Medical Center - (SUMC) Funds – staff would need to further research
eligibility of these funds for investment in this project. The se funds are one-time in nature
so once they are used, they would no longer be available for any future needs.
PIN and City Staff are interested in demonstrating our commitment to negotiating new
agreement terms through a Memorandum of Understanding (MOU). If consistent with Council
direction, staff would bring an MOU to Council on Consent to demonstrate the City’s good faith
commitment to negotiating a new agreement.
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Schedule of Meetings
Published February 3, 2022
This is a courtesy notice only. Meeting dates, times, and locations are subject to change. Almost all Palo Alto
Council and some Standing Committee meetings are cablecast live on Channel 26. If there happens to be
concurrent meetings, one meeting will be broadcast on Channel 29.
Until further notice, all meetings will be held virtually.
SATURDAY, FEBRUARY 5
City Council Retreat, 9 a.m.
MONDAY, FEBRUARY 7
Sp. City Council Meeting, 5 p.m.
TUESDAY, FEBRUARY 8
Policy & Services Committee Meeting, 7 p.m.
WEDNESDAY, FEBRUARY 9
Planning & Transportation Commission Meeting, 6 p.m.
THURSDAY, FEBRUARY 10
Historic Resources Board Meeting, 8:30 a.m.
Human Relations Commissions Meeting, 6 p.m.
FRIDAY, FEBRUARY 11
Parks and Recreation Commissions Retreat, 10:30 a.m.
MONDAY, FEBRUARY 14
Sp. City Council Meeting, 5 p.m.
TUESDAY, FEBRUARY 15
Finance Committee Meeting, 7 p.m. (CANCELLED)
THURSDAY, FEBRUARY 17
City/School Liaison Committee Meeting, 8:30 a.m.
Architectural Review Board Meeting, 8:30 a.m.
Public Art Commission Meeting, 7 p.m.
MONDAY, FEBRUARY 21
City Council Meeting, 6 p.m. (CANCELLED DUE TO HOLIDAY)
TUESDAY, FEBRUARY 22
Parks and Recreation Commission Meeting, 7 p.m.
WEDNESDAY, FEBRUARY 23
Planning & Transportation Commission Meeting, 6 p.m.
THURSDAY, FEBRUARY 24
Historic Resources Board Meeting, 8:30 a.m.
MONDAY, FEBRUARY 28
Sp. City Council Meeting, 5 p.m.
TUESDAY, MARCH 1
Finance Committee Meeting, 7 p.m.
Persons with disabilities who require auxiliary aids or services in using City facilities or programs, or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may
contact: ADA Coordinator, City of Palo Alto, 650-329-2550 (voice) or 329-1199 (TDD), ada@cityofpaloalto.org. Listening assistive devices are available in the Council Chambers. Sign language interpreters will be
provided upon request with 72 hours advance notice. Please advise the City Clerk's Office (650-329-2571) of meetings or changes by 3:00 p.m. on Wednesdays for inclusion in the following week’s schedule.
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