HomeMy WebLinkAboutStaff Report 191-10j
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TO:
FROM:
DATE:
REPORT TYPE:
SUBJECT:
City of Palo Alto
City Manager's Report
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HONORABLE CITY COUNCIL . ..
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CITY MANAGER DEPARTMENT: UTILITIES
APRIL 12, 2010 CMR: 191:10
CONSENT
Approval of Utilities Public Benefit Three-Year Contract with OPOWER,
. Inc. in the Total Amount of $574,083, $213,000 of Which Comes From
Federal Stimulus Funds, for Administration and Delivery of Residential
Home Energy Reports
RECOMMENDATION
Staff recommends that City Council:
I. Approve and authorize the City Manager to execute the attached contract with OPOWER, Inc. for
administration and delivery of residential Home Energy Reports.
EXECUTIVE SUMMARY -
. TIle Energy Efficiency Community Block Grant (EECBG) program was created by Congress in 2007 and
was funded for the first time by the American Recovery and Reiief Act (ARRA) with an appropriation of
$3.2 billion. On March 26, 2009, the City of Palo Alto was determined to be eligible to receive up to
$663,000. The funds were received on October 27, 2009 for two demonstration projects as approved in
the EECBG application: the early replacement of High Pressure Sodium (BPS) siI'eet lights on selected
streets with Light Emitting Diode (LED) streetlights and the implementation of a Home Energy Report
for residential customers. The EECBG funds allocated to the LED Streetlight Project and the Home
Energy Report pi-oject are $450,000 and $213,000, respectively.
Under the Home Energy Report project, six quarterly Home Energy Reports will be sent to City of Palo
Alto Utilities residential customers. The first report will be sent with a letter introducing residential
customers to the project and offering them the chance to continue participating or to opt out. If residents
opt to participate, the Home Energy Reports they receive will compare their home energy usage to the .
average energy used. by a similar borne, and to the average energy used by the most efficient similarly
sized borne in a comparison group. Energy usage data. for individual bomes in the comparison gi'oup will
not be ·repOlted, to protect customer pl1vacy.
The first report and introductory letter will be sent to all residential customers, and futnre reports will only
be sent to customers who did not opt out. Report data will also be available on a website for customer
access via secure log-in. Water and greenhouse gas information are planned to be added at a futnre date.
The cost of the project is $574,083 for project development and then two years of report delivery
($74,083 setnp .and $250,000 per year). .
BACKGROUND
The Long-term Electric Acquisition Plan (LEAP) objectives and guidelines set the direction for planning
and managing the electric suppli portfolio, including the use of cost-effective efficiency as energy
. resources. Cowlcil approved tbe LEAP Objectives and Guidelines in 2001 and 2002 (CMR:425:01 and
CMR:398:02). Staff updates the Council on progress in implementing LEAP. The LEAP implementation
tasks were most recently updated in March 2007 (CMR: 158:07). In addition, 'the City's Ten-Year Energy
CMR: 191:10 Page 1 of4
I Efficiency Portfolio Plan, approved by Council in Apri12007 (CMR:2 I 6:07) identifies and sets high goals
for gas and electric conservation !Old efficiency programs. An update of this Plan will come to Council in
May 20 I 0 and also recommends large efficiency gains. .
Home Energy Reports are issued by a variel;y of utilities, lncbiding the Saer!ll11ento Municipal Utility
District (SMUD). These utilities have done comparative research on energy usage by customers who
receive or do not receive the reports and have documented that customers who receive the reports reduced
energy usage on average by about one to three percent. The Federal Government, including the President,
has also expressed interest in these reports .as ways of encouraging energy conservation and efficiency.
The Energy Efficiency Community Block Grant (EECBG) program, created by Congress in 2007 and
funded by the· American Recovery and Relief Act (ARRA) with an appropriation of $3.2 billion.,
administered by the U.S. Department of Energy (DOE), provides federal grants to units of local
.government, Indian tribes, states !Old territories to reduce energy use aud fossil fuel emissions, and for
improvements in energy efficiency. .
. On March 26, 2009, DOE allnounced 1I1e EECBG formnla grant allocations, and the City of Palo Alto
was detennined to be eligible to receive up to $663,000. The Cil;y of Palo Alto received ftmds on October
27, 2009 for two projects. The two demonstration prqjects approved in the EECEG application include
1I1e early replacement of High Pressure Sodium (lIPS) street lights on selected streets with Light Emitting .
Diode (LED) streetlights, and the implementation of a Home Energy Report for residential customers.
The EECBG funds allocated to the LED Streetlight Project and the Home Energy Report project are
$450,000 and $213,000 respectively,
DISCUSSION
In October 2009, the Cil;y issued a Request for Proposals (RFP) seeking responses from organizations
interested in providing the home energy reports. An evaluation committee of CPAU staff members
reviewed 1I1e firms' qualifications and submittals in response to 1I1e criteria identified in the RFP. The
committee evaluated the firms based on six main criteria consisting of qualil;y of service proposed, cost,
location of the vendor, qualifications of the consultant, experience, and the financial capabiJil;y of the
company to deliver 1I1e services requested in the Request for Proposal. Of the two responses received,
OPOWER's was ranked first primarily due to the company's extensive experience ill implementing Home
Energy Reports for utilities.
SummarY of Solicitation Process
Proposal DescriptionINumber Home Energy Report, RFP Number 134341
Proposed Length ofP'Qject I Up to 5 Years i
Number of Proposals 'Received: : Two
Company Name Location (City, Program Description Points Out of
State) SOOP .... il>l.
1. OPOWER ~~!!ll!0nLYA __ .. Produce I) quarterly Home Energy 402 I-,----~-.--... --.-.. ---
$574,083 for project Reports to residents comparing electric development and and natural gas usage with similar Comparable
Proposal Amount Submitted then two years of homes. Delivered by mail and on web· product
report delivery years site. Water and greenhouse gas to be delivered at
($74,083 setup and 20+ utilities
$250 000 per year) added at a future date.
2. Ennovatianz M~!!!!.tail} V~'!.'".g.!L Develop product to deliver 2 residential 238 . ._ .. _ .... _--_ .. __ ... __ ._.-... _. __ ._---
: reports on energy usage or 5 a borne No product yet
Proposal Amount Submitted $198,000 for one . energy/water audits and small developed and year : commercial benclunarking no experience • dlltll\)aselreports.
OPOWER was selected for this project due to expertise wi1l1 delivery of similar programs at a variety of
01l1er municipally and investor owned utilities, inCluding SMUD mentioned in the background.
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The project will be complete;i as follows:
Task 1: Deploy tachllicallnfrastructure
OPOWER will install and configure all necessary hardware, software and network infrastructure for the
delivary of the Home Energy Reports and OPOWER Custoiner Portal in conjunction with City of Palo
Alto's (CPA) IT Department. OPOWER will host servers on a secure site.
Task 2: Select pilot regions agd acquire 31'4 party data
OPOWER will perform historical energy usage, demographic and geographic research, in conjunction
with CPAU, to identity the regions of CPAU's territory best suited to deploy the pilot program. Zip
codes, city, and county boundaries will be considered so as to optimize data coverage and ensure speedy
deployment .. Data bases researched for this data will be from public sources such as census records.
Task 3: Design optimization, segmentation and targeting plan
OPOWER will work with CP AU to optimize targeting of rebates programs and energy water saving
recommendations. Key metrics, ·such as internal and external cost per acquisition, will be used to improve
this targeting effort where possible. OPOWER will use energy, housing, and demographic data and
available past utility program participation data. to design a multi-dimensional segmentation plan based
on:
o Energy consumption patterns (e.g. normalized high seasonal peak, high base load, etc.).
No individual customer information will be available Of identified. Customers will only
be able to eompare their own data against an average sample.
o Publicly available bousing data (e.g. age of house, size of house, value of home, type of
constructil)n, presence of a pool, preSence of a garage).
o Past program participation & rebate redemption (e.g. ENERGY STAR® rated appliarice
and other rebates; rate assistance programs, etc.), wben available; and
o Publicly available demographic data (e.g. renter vs. bomeowner, presence of children in
the household, indicators of interest in environmental issues, age of customer, duration of
residence, socioeconomic/income levels, as available).
Task 4: Integration of prggram rnaWtlng for Home Energy Reports and OPOWER Customer
Portal.
OPOWERwill work with CPAU to target rebates, programs, and recommendations in the Home Energy
Reports and through the OPOWER Consumer Portal. Updates to marketing materials will be
implemented as needed. Rebates recommendations will be targered to customers based· on individual
usage patterns. All residential customers will receive a first letter introducing them to the Program and
offering them the option to opt out of future reports. Customers must lpg-on to the portal to achieve the
benefits of this program. '
Task 5: Deploy OPOWIR CSRPortal
OPOWER will provide its customer web portal to support the Home Energy Reports and conduct on-site
trairdng of customer service staff on using this interface.
Task 6: Implement Aut9Jllllted Data Transfer
OPOWER and CPAU will jointly develop, implement, and finalize a protocol for regular, secure transfer
of data from CPAU to OPOWER in 'a mutually agreed upon format(s). OPOWER will maintain data
confidentiality and will use sample averages in comparison with individual customer billing histories, It .
is expected that transfers will come from the two CPAU billing Systems (Banner for inforination previous
to May 2009 and SAP for information from May 2009). Program participation rates will come from
Excel and Access databases.
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Task 7; Inte!!rate Utility data streams and Dlm.late Insight Engine
The Insight Engine is the back-end data services and anaIytics engine that powers OPOWER's customer
facing applications, including both the online and offline components of the Home Energy Reporting
System, for all OPOWER. clients. OPOWER will integrate data received from CPAU with third party data
and populate the Insight Engine.
RESOURCE IMPACT
The cost of the project is $574,083 for project development and then two Years of report delivery
($74,083 setup and $250,000 per year). $213,000 will be funded by the federal stimulus funds (ARRA)
and the remaining $361,083 will be funded by tbe Public Benefit program areas in both the Electric and
Gas Funds Alternate Resources Supply Funds. Contract funding for initial setup is includad in the FY
09110 Electric and Gas Fund budgets for Public Benefit Programs. Funds for subsequent years will be
subj eet to appropriation qf funds in subsequent budgets. Contract costs will" include program
development, implementation, and some energy incentives payments.
POLICY IMPLICATIONS
The proposed contracts support the Council-approved Gas Utility Long-Term Plan, the Ten-year Energy
Efficiency Portfolio Plan, the Long-term Electric Acquisition Plan, and Comprehensive Plan Goal N-9.
Implementation of efficiency programs support greenhouse gas reduction goals identified in the Palo Aho
Climate Protection Plan and in the California-Global Warming Solutions Act of 2006 (AD 32).
ENVIRONHENTALREVIEW
The provision of these services do not constitute a project pursuant to Section 21065 of the California
Public Resources Code, thus no environmental review under CEQA is required.
AlTACBMENT
A. Contract
PREPARED BY:
REVIEWED BY:
DEPARTMENT APPROVAL:
CITY MANAGER APPROVAL:
CMR: 191:10
~ \l • l\ ~OYCE KINNEAR r Utility Marketing Services Manager
TOM AUZENNE
Page 4 of 4
ATTACHMENT A
CITY OF PALO ALTO CONTRACT NO.: CI0134341
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
OPOWER, INC.
FOR PROFESSIONAL S.ERVICF13
. HOME ENERGY REPORTS
This AGREEMENT is entered into on this 3rd day of May, 2010, by and between the
CITY OF P ALO ALTO, a California chartered municipal corporation ("CITY"), and OPOWER,
INC., a Delaware corporation, located at 1515 North Courthouse Road, Suite 610, Arlington, VA
22201 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A· CITY intends to provide Home Utility Usage Reports for residential customers to identify
energy and water savings ("Project',) and desires to engage a consultant to configure, design and
implement a program in connection with the Project ("Services'').
B. CONSULT ANT has represented that it has the necessary .professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit "A", attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, tenns, and conditions, this
Agreement. the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in
Exlubit "A" in accordance with the tenns and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement Shall be from the date of its full execution through completion of the
services in accordance with the Schedule of Performance attached as Exhibit "B" unless temrinated .
earlier pursuant to Section 19 of this Agreement.
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Rev. September 2009
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of
Services under this Agreement. CONSULTANT shall complete the Services within the term of this
Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part
of this Agreement. Any Services for which times for performance are not specified in this Agreement
shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner
based upon the circumstances and direction communicated to the CONSULTANT. CITY's
agreement to extend the term or the schedule for performance shall not preclude recovery of damages
for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSUL rANT for performance of the Services described in Exhibit "A", including both payment
for professional services and reimbursable expenses, shall not exceed Five Hundred Seventy Four
Thousand Eighty Three Dollars ($574,083).
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 in Exhibit "An.
SECTION S. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY deacribing the services performed and the applicable charges (including an
identification of persOlUlel who performed the services, hours worked, hourlyrates, and reimbursable
expenses). based upon the CONSULTANT's billing rates (set forth in Exhibit "C"). If applicable, the
invoice shall also describe the percentage of completion of each task. The information in
CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT sha1l
send all invoices to the City's project manager at the address specified in Section 13 below. The City
will generally process and pay invoices within thirty (30) days of receipt Notwithstanding the
foregoing, half the annual license fees listed in Exhibit "C" shall be due and payable upon execution
of this Agreement.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. Ail of the Services shall be
perfonned by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents
that it possesses the professional and technical personnel necessary to perform the Services required
by this Agreement and that the personnel have sllfficient skill and expcrience to perform the Services
assigned to them. CONSULTANT represents that it, its employees and subconsultants, ifpernutted,
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 of the 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
cireumstences.
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SECTION 7. COMPLIANCE WITH LAWS. CONSULT ANT shall keep itselfinfonned of and
in compli\l.Dce with all federal, state and local laws, ordinances, regulations, and orders that may
affect in any manner the Project or the performance of the Services or those engaged to perfonn
Services under this Agreement. CONSutTANT shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the perfonnance of the Services,
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives
notice to CONSULTANT, If CONSULTANT has prepared plans and specifications or other design
documents to construct the Project, CONSULTANT shall be obligated to correct any and all crrors,
omissions or ambiguities discovered prior to and during the course of construction of the Project.
This obligation shall survive termination of the Agreement
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10"10)
. of the CITY's stated construetion budget, CONSULTANT shaJl make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Project budget, at no additional cost to CITY,
SECTION 10. INDEPENDENT CONTRACTOR It is understood and agreed that in performing
the Services under this Agreement CONSULTANT, and any person employed byor contracted with
CONSULTANT to furnish labor andlor materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY,
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations forthis Agreement CONSULTANT sha1l not assign or
transfer any interest in this Agreement nor theperfonnance of any of CONSULTANT's obligations
hereunder without the prior written consent of the city manager. Consent to one assignment will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void,
SECTION 12. SUBCOt'l'TRACTING.
Notwithstanding Section 11 above, CITY agrees that subcontractors, including third-party service
providers, may be used to complete the Services. The subcontractors initially authorized by CITY to
perform work on this Project are those used by CONSULTANT in its nonnal course of business,
including, but not limited to, those performing printing, mailing, dsta storage an~ other data services.
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULT ANT shall be fully responsible to CITY fur all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of
the city manager or his designee.
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SECTION 13. PROJECT MANAGEMENT. CONSULTANTwlllassignChrisPattonasthe
Client Solution Manager to have supervisory responsibility for the performance, progress, and
execution of the Services to represent CONSULTANT during the day-to-day work on the Proj ed. If
circumstances cause the substitution of the project director, project coordinator, or any other key
personnel for any reason: the appointment of a substitute proj ect <lirector and the assignment of any
key new or replacement personnel will be subject to the prior written approval of the CITY's proj ect
manager. CONSULTANT, at CITY's request, shall promptly removcpersonnel 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 Project or a threat to the safety of persons'or property.
The City's project manager is Joyce Kinnear, Utilities Department, Marketing Services Division, 250
Harniltnn Avenue, Palo Alto, CA 94303, Telephone: (650)329-2652. The project manager will be
CONSULT ANT's point of contact with respect to performance, progress and execution of the
Services. The CITY may designate an alternate project manager from time to time.
SECTIeN 14. OWNERSmp OF MATERIALS. Refer to Exhibit "En for complete terms and
conditions of OPOWER Licensing Agreement.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at anyreasonabletimcdoring
the term oftbis Agreement and for three (3) years thereafter, CONSULTM'T's records pertaining to
matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such
records for at least three (3) years after the expiration or earlier termination of this Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnifY, defend and hold harmless CITY, its Council members, officers, employees and agents
(each an "Jndennrified Party") from and against any and all demands, claims, or liability of any
nature, including death or injury to any person, property damage or any other loss, including all coats
and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements
("Claims") resulting from, arising out of orin any manner related to performance ornonperforrnance
by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless
of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithatanding the above, nothing in tbis Section 16 shall be construed to
require CONSULTANT to indemnity an Jndenmified party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT's services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of anyhreach or violation of any covenant,
term, condition or provi sion of this Agreement, or of the provisions of any ordinance or law, will not
be deemed In be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of
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any subsequent breach or violation of the same or of any other term, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
I S.l. 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 Exhibit ''D''.
CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an
additional insured under any general liability or automobile policy or policies.
IB.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rating Guide ratings of A-:Vn or higher which are licensed or authorized to
transact insurance business in thc State ofCalifomia. 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.
IB.3. 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 thirty (30) days' prior written notice of the cancellation. or mndification,
CONSULT ANT shall be responsible for ensUring that current certificates evidencing the insurance
are provided to CITY's Purchasing Manager during the entire term of this Agreement.
IB.4. The procUring of such required poliey or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions
of this Agreement Notwithstsnding the policy or policies of insurance, CONSULT ANT 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 teon has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The city manager may suspend the performance of the Services, in whole or in
part, or teoninate this Agreement, with or without cause, by giving ten (1 0) days prior written notice
thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its performance of
the Serviees by giving thirty (30) days prior written notice thereof to CITY, but only in thc event of a
substsntial failure of perforrnanee by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and other
data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to
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CONSULTANT or its contractors, if any, in connection with this Agreement Such materials will
become the property of CITY. .
19.4. Upon such suspension or termination by CITY, CONSULT ANT will be paid
forthe Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (i.e., 10 days after giving notice) of suspension or temrination; provided,
however, if this Agreement is suspended or tenninated on account of a default by CONSULTANT,
CITY will be obligated to compensate CONSULTANT only for that portion of CONSULT ANT's
services which are of direct and immediate benefit to CITY as such determination may be made by
the City Manager acting in the reasonable exercise of hislher discretion .
19.5: 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.
SECTION 20. NOTICES.
All notices herermder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY; Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants; contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will havc 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 Govermnent.Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT isa "Consultant" as
that term is defined by the Regulations of the Fair Political Practices Cormnission, CONSULTANT
shall be required and agrees to filc the appropriate fmancial disclosure documents required by the
Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
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2.30.510, CONSULTANT certifies that in the perfonnance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, natiornU origin. ancestry, sexual orientation, 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.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING. The City of Palo Alto
is a green business and works to purchase and provide products in an environmentally sustainable
manner. CONSULTANT will use production methods that reduce waste and enviromnentallytoxic
products, as well as have less packaging. CONSULTANT will adhere to the standard that printed
materials will be, at a minimmn, printed on 30% post consumer recycled paper with vegetable based
ink. The designer will check with the project manager to discuss the maximmn recycled content
paper available for each project. FSC (Forest Stewardship Council) certified paper that is "process
free" is preferred. CONSULTAt"\lT will use methods that reduce energy use and thus the carbon
footprint for the development, production and delivery of products. CONSULT ANT shall adhere to
. the City's Enviromnentally Preferred Purchasing policies as may be amended from time to time.
SECTION 24. MISCELLANEOUS PROVISIONS.
24.1. This Agreement will be governed by the laws of the State of California.
24.2 .. In the event that an action is brought, the parties agree that trial of such action
will be vested exclusively in the state courts of California in the County of Santa Clara, State of
California.
24.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties.
24.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrmnent, which is signed by the parties.
24.5. The covenants, terms, conditions and provisions of this Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
24.6. If a court of competent jurisdiction fmds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
24.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
duly executed amendment hereto are by such reference incorporsted in this Agreement and will be
deemed to be a part of this Agreement.
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24.8. This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code. This Agreement will tenninate without any penalty (a)
at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year,
or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the
fiscal year and funds for this Agreement are no longer available. This Section 24.8 shall take .
precedence in the event of a conflict with any other covenant, term, condition, or provision of this
Agreement.
24.9. The individuals executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
24.10 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal infonnation as defined in California Civil Code section 1798.81.5(d) about
a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the security
of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing
purposes beyond the scope of services attached in Exhibit "A" without City's express written
COllSent.
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
. representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
City Manager or Designee
APPROVED AS TO FORM:
~-..... ~--=--:------
Senior Ass!. City Attorney
Attschments:
EXHIBIT "A": .
EXHIBIT "B":
EXHffiIT "C":
EXHIBIT "D";
EXHffiIT"E":
SCOPE OF WORK.
SCHEDULE OF PERFORMANCE
COMPENSATION
INSURANCE REQUIREMENTS
LICENSE AGREEMENT
Ptofess'iooa! Services
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EXHIBIT "A"
SCOPE OF SERVICES
PHASE 1 A: INFRASTRUCTURE AND PRODUCT CUSTOMlZATlON
Task 1 i Deploy tecbnical infrastructure
OPOWER shall install and configure all necessary hardware, software and network infrastrUctnre
fur the delivery of the Home Energy Reports and OPOWER Customer Portal in conjunction with
City of Palo Alto's (CPA) IT Department. .
Task I Details:
In coordination with CPA's IT Department, OPOWER shall set up and configure the t!lChnical
infrastructure: '
• Requisition and conflgUre OPOWER servers.
• Install and configure required underlying software (e.g. database server, application server,
web server, etc)
• Install and configure multi-layered backup system
• ·Extend and secure networking topology.
Harden networked servers and implement operations processes and access controls
• All servers will hosted be on OPOWER's server network and no servers will be hosted on
CPA systems
Task 1 DeJiyerables:
• Fully deployed hardware and software infrastructure ready for program launch
Task 2: Select pilot regions and acquire 3'" party data
OPOWER shall pcrfonn historical energy usage, demographic and geographic research, in
co~unction with CPAU" to identify the regions ofCPAU's territory best suited to daploYthe
pilot program. Zip codes, city, and county boundaries will be considered so as to optimize data
coverage and ensure speedy deployment.
Task 2 Details:
OPOWER shall identify program regions:
• CP AU has approximately 25,000 Electric residential customers. The initial plan is for
approximately 25,000 customers to receive duel fuel (electricity and gas), paper Home
Energy Reports (HER) and the OPOWER Consumer Portal website. Control groups will
also be established for each type of customer, through a synthetic control group or other
standard M & V methodology. The final split will be agreed to based upon program goals
and by mutual consent.
• Analyze demographic, geographic, and local data coverage rates to select optimal regions fur
the program.
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• Acquire housing data from 3nl party providers and county assessor offices in pilot region
• Acquire demographic data from 3rd party providers for pilot region
• Extend geocoding licenses to selected areas
Task 2 Deliverables:
• Selected pilot regions with accompanying 3rd party data sample.
Task 3: Design optimization, segmentation and targeting IIlan.
OPOWER shall develop an analytically grounded segmentation plan to optimize targeting of
Utility programs and recommendations.
Task 3 Details:
OPOWER and CP AU shall:
• Compile available analysis of previous marketing campaigns used to market CPAU
rebates, programs and energy/water saving recommendations. Where possible, key
metrics, such as internal and external cost per acquisition, will be provided to better
inform targeting efforts.
OPOWER shall:
• Use energy, housing, and demographic data and available past program participation data
to design a multi-dimensional segmentation plan of Designated Customers based on:
o Energy consumption patterns (e.g. normalized high seasonal peak, high base load,
etc.)
o Housing data (e.g. age of house, size of house, value of home, type of
construction, presence of a pool, presence of a garage)
o Past program participation & rebate redemption (e.g. ENERGY STAR appliance
and other rebates; rate assistance programs, etc ), when available
o Demographic data (e.g. renter vs. homeowner, presence of children in the
household, indicators of interest in environmental issues, age of customer, duration
of residence, socioeconomic/income levels, as available)
• Identity high-potential prospects for program marketing by profiling historical
participants and available historical marketing campaign results.
Task 3 Dcliverables:
• Designated Customer segmentation and targeting plan summary.
Task 4: Integration of prow am marketing for Home Energy Reports and OPOWER
Customer Portal.
OPOWER shaH work with CPAU to target CPAU rebates, prognuns, and recommendations in
the Home Energy Reports and through the OPOWER Consumer Portal. Updates to these
marketing materials will be iroplemented as nccded.
Ta.k 4 Details:
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OPOWER and CPAU shall:
• Compile a comprehensive list of rebates, programs, and recommendations for inclusion in
the Home Energy Reports and the OPOWER Customer Portal.
OPOWER shall:
• Brand the Home Energy Reports and OPOWER Consumer Portal with the CP AU logo
according to CPAU's branding style guide.
• Integrate CPAU,s rebates, programs, and recommendations into OPOWER'g offer and tip
database fur presentation on the Home Energy Reports and OPOWER Consumer Portal.
• Update rebates, programs, and recommendations, as needed, by material changes in
program structure or availability of program funds.
Task 4 Deliverables:
• Sample Home Energy Re:t:iort branded with the CPAU logo, according to CPAU's style
guide.
• OPOWER Consumer Portal branded with the CP AU logo, according to CP AU's style
guide. CPAU marketing materials and efficiency programs integrated and formatted for
use in OPOWER's Action Steps database.
• Periodic updates of marketed CP AU efficiency programs and campaigns as required.
PHASE I D: PRODUCT INTEGRATION AND CUSTOMJZA110N
Tasks in Phase m will need to occur in parallel with Phase IA, as they often require greater time
for completion.
Task 5; DeplOY OPOWER CSR Portal
OPOWER shall provide its OPOWER CSR Portal to support the Home Energy Reporting
System, and conduct on-site training of customer service staff on using this interface.:
Task 5 Details:
OPOWER shall:
.Create and permission password-protected accounts for customer service representatives
and customer service managers. OPOWER shan not be providing customer sqvice
representatives for this program, as they will be provided by CP AU's Utility Marketing
Services and Customer Service Representative staff.
.Conduct eight-hours of on-site training session.
Task 5 Deliverables:
.Configured and deployed OPOWER CSR Portal
.Onsite training day (8 hours).
Task 6: Implement Automated Data Transfer
OPOWER and CPAU shall jointly develop, implement. and fmalize a protocol for regular, secure
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transfer of data from CPAU to OPOWER in a mutually agreed upon format(8). It is expected
that tdlllsfers will come from the two CP AU billing Systems (Banner for infurmation previous to
May 2009 and SAP for information from May 2009). In addition, program participation rates
will come from Excel and Access databases. .
Task 6 Details:
• Establish secure, firewalled connection (e.g., sftp, ssh) between OPOWER servers and CPAU
data center for secure transmission of data.
OPOWER and Utility shall jointly develop data transfer protocols:
• Develop the list of data elements owned by CP AU (e.g., electricity usage and billing data,
gas u,sage and billing data, energy efficiency program participation) and mutually agreed
upon data funnats for each to be used in the project implementation. Transfer protocols
will need to be developed for data coming from both the electricity and the gas
infonnation systems.
• Establish a process for the initial transfer of historical data from CPAU to OPOWER. The
expected data transfer will include 12+ months of energy usage data (back to January I,
2009, as available) and customer identifYing data (address, account #, etc) for the
customers from which Designated Customers, neighbors and control groups will be
developed. OPOWER shall follow CP AU's confidentiality requirements fur customer
data and will sign a non-disclosure form. OPOWER shall notify CP AU immediately if
any leak of customer data is suspected, so that all customers may be immediately
notified.
• Establish an ongoing process for energy usage updates for the selected groups of
Designated Customers and customers in the neighbor and control groups:
• Establish an ongoing process for notification of all new Customers and all Customers that
have ended their relationship with CP AU.
Task 6 Deliverables:
Task 6A Deliverables: Electricity deployment
• Establish secure, firewalled connection (e.g., sftp, ssh) between OPOWER servers and
City of Palo Alto data center for.secure transmission of electricity data, in coordination
with the CPA IT group.
• OPOWER receives initial historical energy data and other agreed upon data elements via
established, secure connection.
• OPOWER and Utility establish a sehedule for ongoing automated data update processes
. for new, continuing, and departing Customers.
Task 6B Deliverables: Gas deployment
• Establish secure, firewalled connection (e.g., sftp, 5sh) between OPOWER servers and
City of Palo Alto data center fur secure transmission of gas data, in coordination with the
CPAUIT group.
• OPOWER receives initial historical energy data and other agreed upon data elements via
established, secure connection.
OPOWER and Utility establish a schedule for ongoing automated data update processes
Prflfessional Sen-ices
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for new, continuing, and departing Customers.
Task 7: Intel!rate Utility data streams and populate Insight Engine
The Insight Engine is the back-encl clata services ancl analytics engine that powers OPOWER's
customer facing applications, including both the online and offline components of the Home
Energy Reporting System, for all OPOWER clients. OPOWER will integrate data received from
CP AU with third party data and populate the Insight Engine database by performing the
following steps.
Task 7 Details:
OPOWER shall:
• Define and author clata transform layer for initial and ongoing meter data from Utility.
• Parse and load initial account infurmation and meter read data, and additional data provided
by Utility in accorclance with Task 6.
• Parse and load available third-party clata (e.g. housing data, demographic clata) sourced by
OPOWER in Task 2.
• Match data, ensuring accurate combination of initial and ongoing Customer and 3r<l -party
clata through the unique customer identifier from your system, and for the 3r<l party data
through rigorous name and address matching to append those data to your customer data.
• Standardize all addresses to USPS standards for geo-coding and mailing purposes.
• Geo-code all addresses to establish longitude and latitude coordinates for each premise.
• Initiate 'ongoing normative calculations to determine and regularly update neighbor and
efficient neighbor calculations for each Customer.
Task 7 Deliverables:
Task 7 A Deliverables: Electricity deployment
• Insight Engine with loaded and matched historic and ongoing energy data, housing, and
demographic data for all Customers.
• Geo-codes and normative calculations for all Customers loaded in the Insight Engine.
Task 7B Deliverables: Gas deployment
• Insight Engine with loaded and matched historic and ongoing energy data, housing, and
demographic data for all Customers.
• Goo-codes and normative calculations for all Customers loaded in the Insight Engine.
Task 8: Final selection of Designated Customers
OPOWER shall analyze the integrated clata resulting from Task 7 ancl provicle statistics and
insights nccessary to enable the final selection of the test and control groups for the program.
Task 8 Details:
• Working in conjunction with CP AU, OPOWER may randomly partition the customers in
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the selected pilot regions into test and control, selecting an exact set of customers from
the pilot regions identified in Task 2. The final test group selection will comprise the
Designated Customers. A potential option fur control groups is tocornpare CPAU
customer data with thst of a synthetic control or other standerd M & V methodology.
• The selection of the Designated Customers must meet OPOWER's technical eligibility
requirements for available data and "neighbor" selection. Such eligibility requirements
shall be shared with and agreed to by CPAU in writing prior to implementation, via a data
requirements document.
Task S DeliYerables:
Task SA Deliverables: Electric deployment
• Final selection of Designated Customers and control group for the program implementation.
Task 8B Deliverables: Gas deployment
• Final selection of Designated Customers and control group for the program implementation.
PHASE II: IMPLEMENTATION
Task 9: Implement Home Energy Reports Program
OPOWER shall deliver the Home Energy Reports to CP AU Designated Customers through an
opt-out program. OPOWER shall make the OPOWER Customer Portal.3vailable to CPAU
Designated Customers.
Task9De~s:
.Designated Customers will receive oftline Home Energy Reports 10 reports, on average, for
an initial period 0[20 months, with 12-month extensions subject to mutual signed
agreement by Utility and OPOWER .
.Accompanying the first months' mailing will be an introductory insert explaining the nature
of the program, its duration, and the options for learning more or opting out.
-Home Energy Reports shall be delivered at an average frequency of no fewer than six
reports per Designated Customer per year .
• The OPOWER Customer Portal will be available to Designated Customers throughout the
initial term of the program.
CP AU customer service staff will be able to opt-out Designated Customers who call in and
request to no longer receive the Home Energy Reports:
,Optional: Only upon CP AU's review and approval, OPOWER may source and include 3rt!
party offers and coupons in the Home Energy Reports to increase their effectiveness and
ability to be acted upon.
Task 9 Deliverables:
• Deliveryofan average often (10) reports per year per Designated Customer fur 20 months.
Over the program duration, 250,000 paper reports will be delivered to CPAU Designated
Customers.
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Task 10: Deploy Home Energy Reporting Website
OPOWER shall make available the OPOWER Customer Portal to all Designated Customers.
Task 10 Details;
• OPOWER shall work with CPAU to "private-label" the website, branding it with CPAU's
logo, according to CPAU's style guide.
• OPOWER shall work closely with CPAU to set up a mutually agreed upon authentication
process to ailow Designated Customers access to their energy infonnation online. Such
authentication process will include a method to provide Designated Customers with secure
and easy access to their infonnation through the website.
• OPOWER shall host and maintain the website, which is integral to the Home Energy
Reporting System, which in tum is integrated with the Insight Engine, both also hosted and
maintained by OPOWER only after approval by CPA's IT group.
Task 10 DeliYerables:
• Contractor shall make available the OPOWER Customer Portal to all Designated
Customers for a period of twelve (12) months.
PHASE III: MEASUREMENT AND VERIFICATION
Task 11: Measnre and Report on Conservation. Efficiency and Program Participation
OPOWER shall provide annual reports, thirteen months from the date of the first mailing of
Home Energy Reports and every twelve months thereafter or until this Agreement is terminated
in electronic fonnat to verify program accomplishments (the "Program Reports").
Task 11 Details:
Program Reports shall include:
o Analysis of change in electric consumption among Designated Customers
compared to the established control group and to their historic consumption.
Analysis shall include breakdown of program impact by segments, subject to
sufficient data sets and mntual consent. Such segments may include analysis by:
• Heat type (electric or gas)
• Designated Customer investment likelihood (a combined measure of
wealth, home ownership, etc)
• Energy profile (high summer peak, low summer peak, etc)
• Year over year analysis of energy usage
o Final output includes overall analysis of savings impact of Reports and cost of
Reports to customer and to CP AU (per customer and total for time period).
OPOWER shall provide all assumptions and factors used in the calculation of
energy and cost savings for Utility internal verification purposes.
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o Response rates for trackable actions taken by Designated Customers and for
program participation rates for which data is provided to OPOWER, including
rebate redemptions and other efficiency and conservation programs tracked at the
household level. OPOWER shall measure the incremental response rates and
aggregate program participation attribution rates for Designated Customers
compared to the control group.
Task 11 Deliverable:
• Delivery of annual Program Reports
PHASE IV: OPTIMIZATION AND EXPANSION (Optional)
TIISk 12: Optimize expansion and selection of new Designated Customers based on
learnings from PHASES I -m.
At the end of the first year and any subsequent years as agreed to by Utility and OPOWER,
OPOWBR shall analyze the results from DELlVERABLES II and m and provide
recommendations about how to optimize the expansion of the Home Energy Reporting System
among CPAU's customers. Among these options will be the addition of water and greenhouse
g!!S emission data onto the reports, which will be priced separately at that time.
Task 12 Details:
• Working in conjunction with CPAU, OPOWER shall identify the priorities subject to
CPAU's approval, for expansion and select a set of households that is optimized to
increase the efficacy of the program and to increase and explore learnings from the
ongoing implementation.
• If desired by CPAU, OPOWER and CPAU will together select additional Designated
Customers or some other number of Designated Customers as determined by CP AU, and
an accompanying control group.
• Customers must meet OPOWBR's technieal eligibility requirements for available data
and neighbor selection, as provided to CPAU.
• The froquency of Home Energy Report delivery to different sub-segments of the
Designated Population as determined in Task 5 above shall be reconsidered and
optimized and this frequency shall be established by amendment to this Statement of
Work, with an accompanying amendment to the budget, lIS appropriate.
Task 12 Deliverables:
Selection of Designated Customers and control group for the program expansion.
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EXHIBIT "B"
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the project managers for CONSULTANT and CITY so
long as all work is completed within the term of the Agreement. CONSULTANT shall provide a
detailed schedule of work consistent with the schedule below within 2 weeks ofreceipt of the .
notice to proceed .
.,Mi .. · .. les""t""on"'e""s'---___ ~ ..... _~. _______ ...;C .. o!l!m!!,p""l""eti",' Omn
1. Finalize Look of HER's
2. OPOWER Portal Set-up
3. First Reports Sent
4. Second Reports Sent
5. Third Reports Sent
6. Fourth Reports Sent
7. Fifth Reports Sent
8. Sixth Reports Sent
9. Program Year Two; First Reports
to. Program Year Two; Second Reports
11. Program Year Two; Third Reports
12. Program Year Two; Fourth Reports
Estimated by July 1, 20to
Estimated July 1,2010; maybe later if
CP AU is late in delivering required data.
Within 60 days of Portal Set-up
Within 60 days of First Reports
Within 60 days of Second Reports
Within 60 days of Third Reports
Within 60 days of Fourth Reports
Within 60 days of Fifth Reports
Twelvc Montbs after First Reports (60 days
after Sixth Reports)
Within 60 Days of Second Year; First
. Reports
Witbin 60 Days of Second Year; Second
Reports
Within 60 Days of Second Year; Third
Reports
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EXHffiIT "C"
COMPENSATION
, The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions ofthis Agreement, and as set forth in the budget
schedule below. Compensation shall be calculated based on the not to exceed budget amount
for each task set forth below.
The compensation to be paid to CONSULTANT under this Agreement for all services
descnlled in ExhIllit "An ("Basic Services") and reimbursable expenses shall not exceed
$574,083. CONSULTANT agrees to complete all Basic Services;inc1uding reimbursable
expenses, within this amount. Any work performed or expenses incurred for which payment
would result in a total exceeding the rruiximmn amount of compensation set forthherein shall
be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
below. The 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, does not exceed $574,083.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Maximum Total Compensation $574,083
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 reiinbursed are: $10,000.
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subj eet 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 cellular phone, 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 $500.00 shall be approved in advance by the CITY's
project manager.
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1
j
ORDER # 1'--_---'
OPOWER
APPLICATION SERVICE AGREEMENT
ORDER
The following products are licensed under the tenus and conditions specified in the Application
Service Provider Agreement (the "Agreement'1 between OPOWER and CP AU dated
as well as the additional tenus and conditions set forth in this Order: ----
OPOWER Proprietary Home Energy Reporting System Suite Software:
: OPOWER Portal URL: www.citvofualoalto.orglenenMejlOrl (exact URL TBD)
..
4 Month Implementation
Access Term: 20 months of reporting and web access from: 7/1/10-2/30/12 (exact
datesTBD)
X Printed and Mailed Home Energy Reports
Included Features: X OPOWER Portal
X OPOWER eSR Portal
X Program Reports
I
I Training Time & Expenses 1 eight hour training day with OPOWER trainer and training
! Included: materials included
Fees and Payments:
1. Service Fees
Home
,
!
I
$75,000 set-up fee initial Upon
26,2010
of the Agreement, estimated April
25,000 Designated Customero.
license fee per Designated
Customer per year.
$62,500, half of which is due at Execution ofthe Agreement,
estimated April 26, 2010
$62,500 due at First Reports Sent (FRS), July 1, 2010
due
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-.. -.-.. --.----.-..... -.--------r (proratedfor-S·M;;;'ths ).--... --... --.-.-----.-.... -.-.----.---.]
_ .... __ ... _ .. __ .... _____ l __ . ___ .. _____ ._ .. _______ ._._._. __ . __ .
OPOWER Portal ... -----------------------.. -........ ------.---.--~-~.---.-~-... -----.--.---.---
$25,000 Set-up Fee Waived
$l.sOii;';"se-fee-per D~~ig;;t;d-----$37,500 due at FRS:-eiti;-;.t~d Jiily T; 2()10--·-·-·····----·---·-
Customer per year
$25,000 due beginning of Program Year 2, estimated July 1,2011 I (prorated for 8 Months)
'-............... --.---.-*" .. * •• ------~.--~---I.--.-------~--.-----.-.. -. ___ . ____ . __________ .... ~ ___ . ____ _
1. Service Fees
Service Fee Payment Terms
I Home Energy Reports
I ~~~~~:n~~~ ::r:~~d 1~~~R;POrts S~nt-(';FRS'1;----··-·-·------
$5.00 per Designated Customer I 0 40% of annual printing and mailing fees, $53,750,
Year I including an introductory mailer for first time
6 reports Per Household report reeipients, due when first reports sent
(estimated for July 1, 2010)'
Program Year 1: 2010: 7/1110 -6/30/2011:
Remaining balance of$75,OOO paid in 1/3 increments as
reports are mailed
o 1/3 due, $25,000 after first 3 months from start of
Program Year
o 113 due, $25,000 after first 6 months from start of
Program Year
o 113 due, $25,000 after first 9 months from start of
Program Year
... _. __ ... ___ . __ . __ ... _. __ . ____ ._ ..... _._L ___ ... ____ . ___ ._ .. __ ..... _____ ._. __ . __ . ____ ._1
Proteatdooai Services
Rev. September 2009
l\u'teJT,\SbaredIASDIPURCHISOUCITATIONSlCURRENT BUYER-CM FOIDERSIUTILITIES -CAROL YNNIRFP.1134341 Fkttle En_
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-----------------------------r=:--,---~_:---::-=_::~_::_--=:_:'=:-=---~_:::.~:-:=-:-:-::_'-----------, YEAR 2: 8 months of Reporting Program Year 2: 2011: 7/112011 -2/30/2012
$5.00 per Designated Customer ' 0 1/3 due, $29,167 after first 12 months from start of i
Year (prorated 8 mo.) Program
4 reports Per Household 0 l/3 due, $29,167 after first 15 months from start of
------------------,------
, Program
o 113 due, $29,167 after first 18 months from start of
Program
, §_tl!ff Training.!~!J.'y's a.!,~ Trav~L ___________ . ____ ~ _____________ , ______________ _
I $2,000 per day or portion there of Upon invoice, not prior to training.
L$5,OOO Travel Fees Years 1 & 2
.. ,...,...._~ _________ .. ____ •• ______ .• ___ ._-'-________ __ ••• __________________ -.l
* Fee Calculation is based upon delivery to each Designated Customer ten (10) Reports over the
20 month program each report being one-page double-sided 8.5" by 11" Home Energy Reports
per Program Year via USPS standard mail at current freight and postage prices. OPOWER may
increase the fees by not more, than an amount equal to the percentage increase of the USPS rate
for Standard Mail Regular -Letters AADC Local entry rate, as defined in the USPS Domestic
Mail Manual (current price is $0.256).
Additional Services may be subject to additional Fees as quoted by OPOWER.
All Fees are non-refundable except as expressly provided herein. Upon tennination, OPOWER
shall only refund the pro-rated portion of any Home Energy Report printing and mailing service
Fees paid for services not yet delivered as of the termination date. , All setup and license fees are
payable pursuant to Section 5 of the Agreement, and will be invoiced accordingly.
All invoices to be paid generally within 30 days of reCeipt ofinvoice.
ProfessIonal Services
Roy, Sop_her 2009
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Pt!lymlUlt SChedule (an JU'lynNlntlllre !lu5 Net 30 upon CPAU's receipt of1nvokt:l)-
1 year Pfoatilm. 25.000 Houlubokb; IteteIvlnI hpOftX, ZO mDIIlhuf repruu; 10 report. pl!l" haWlehokl for 5 Total of 250,000 rt;cUu
.. Tl1ls Paymont; Schlldulsls b.u.ed (Ill cootm.t sfgnabJre prior to 3/30/201D
"''''*Ptintlng and I'4alllnQ!( Fee Cetcuf~ 1$ baRd I,Jpon ilmjvmy to each Designated Customer of lUI average Df fourtetn (14) (lite' page dOlJble-stded
IJ.S~ by U' Home. Er,ergy Reports via USPS slandal'd mall, over 2(1 morrths of '''porting. at current freight and postage prices, The fees set forth fer
printing end mailing ahall b& In eff,act from the date of eontract signing liM ror a period of 12 months, Th.11!Iefte:r~ Poslttve: Energy may IllcresS. ttte fees
by not mg.re than an &1liO\l1'tt: equal to. the psroantage InCrease 1)1 Ute USPS rate for Standard Mall Regul~r -l.6ttill'i MDe looeal entty rttte, 85 defined In
thEI USPS Domestlt Mail Manual {OJrretttly $Q.2S6}.
Professional Services
Rev, September 2009
\1Cc-term-..hw'edIASDIPURCH\SOUCrr ATIONSICURRENT BUYER-CM FOlDBRSlt;TILITIES· CAROL YNNIRFP,1134341 Hane EnerllY
RJ>portsIFlNALCONTRACT,doc
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EXHIBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TOTllE CITY OF PALO ALTO (CITy),AT rnElR SOLEEXPENSE,SHALLFOR.'l'HETERMOFTllECONTRACT OBTAIN
AND MAlNTAlNINSURANCE IN THE AMOUNTS FOR THE COVERAGE SPEClFIEDBELOW, AFFORDED BY COMPANIES WITH AM
BEST'S KEY RATING OF A-:Vn, OR HIGHER, LICENSED OR AIJTHOIl.lZED TO TRANSACT INSURANCE BUSINESS IN THE
STATE OF CALIFORNIA.
AWARD IS CONTINGEI-;,. ON COMPUA.'1CE wrrn CITY'S INSURANCE REQUIREMENTS AS SPEClPllID BELOW:
MINIMUM LIMITS
RIlQUIRED TYPE OF COVERAGE I\EQDlREMENT EIlCH
: YES
i YES
,
: YES
YES
YES
YEs
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S lJAB[L[TY STATUTORY
BODlLYINIURY $1,000,000 $1,000,000
GllNllRAL IJABILITY, INCLUDING I
PERSONAL INI1JRY, BROAD FORM PROPERTY DAMAGE $IJ ooo,ooO $1,000,000
PROPERTY DAMAGE BLANKET
: BODILYINIURY &; PROPERTY DAMAOE CONTRACTUAL, AND FIRE LEGAL $1,000,000 : $1,000,000
LIABIIJTY : COMBINED.
BODILY INJURY $l.000~OOO SI,OOO,OOO -EACH PERSON $1,000,000 $1,000,000 -EACH OCCURRENCE $1,000,000 $1,000,000
AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNBD PROPERTY DAMAGE $1,000,000 $1,000,000
BODlI,Y INI1JRY AND PROPERTY $1,000,000 $\,000,000
DAMAGE COMIIlNED
PR.OFESSIONAL LIABILITY, INCLUDING,
ERRoRs AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGUGENT PIJIU'ORMANCE ALL DAMAGES $1,000000
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALLOBTAINANDMAINTAIN,INFULLFORCEANDEFFECTTHROUGHOUTTllEENTIRETERMOPANYRBSULTANfAGREEMENT,
THE INSURANCB COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CON'IRACTORAND ITS SUBCONSULTANTS, IF ANY, BUT
ALSO, wrrn THE EXCIlPTION OF WORKERS' COMPENSATION, EMPLOYER'S lJABILITY AND PROPESSIONALJNSURANCE,NAMING
AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPWYEES.
L INSURANCE COVERAGE MUST INCLUDE:
A A PROVISION FOR A WRlITEN THIRTY DAY ADVANCE NOTICE TO CTTY OF CHfu'lGE IN
COVERAGE OR OF COVERAGE CANCEI~ATION; AND
B. A CONTRACTUAL UABfLrfY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO lNDFJ,.INIFY CITY.
C. DEDUCTffiLE AMOUNTS IN EXCESS OF $100,000 REQUIRE CITY'S PRIOR AFPROV AL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
m. ENDORSEMENT PROVISIONS, WITH RESPECT TO TIlE INSURANCE AI1J'ORDED TO "ADDITIONAL
INSUREDS"
A PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF TIlE :-.lAMED INSURED, INSURANCE AS
AFFORDED BY TIilS POllCY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR TIlE BENEFIT OF TIlE ADDITIONAL INSUREDS.
B. CROSS I.!ABlLlTY
Professional Services
Rev, September 2nO!}
\\Cc-terralslmredIASDIPURCH\SOLlClT ATIONSICURRENT BUYER.-CM FOLDERSIUTILITIES -CAROL YNN\RFPs1134341 !fume Enugy
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TIlE NAMING OF MORE THAN ONE PERSON, FIRM. OR CORPORATION AS INSUREDS UNDER THE POLICY SllALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RlGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLElNSUREDS, SHALL NOT lNCREASB THB TOTAL LlABlLfIY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICB OF CANCELLATION
1. IF TIlE1'OLlCY IS CANCELED BEFORE ITS EXPIRATION DATEFORANYREASON OTIlBR
TIrAN THENON·PAYMENTOP PREMIUM, THE lSSUINO COMPANY SHALL PROVIDE CITY
AT LEAST A THIRTY (30) DAY WRITI'EN NOTICE BEFORE TIlE EFFECTIVE DATE 01' .
CANCELLATION.
2. IF TIlB POLICY lS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON·PAYMBNT
OFPRBMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TIIN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECIWE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO.
PURCHASING AND CONTRACT ADMlN.ISTRATION
ClTYO'PALOALTO
P.O. BOX 111:150
PALO ALTO, CA 94303
Professional Services
RoY. Seprember 2009
IICc-terr,\SharedlASll\PURCIl\SOIlCI:rATIONSICURRENT BUYllR-CM FOIDERSIUTILITlES· CAROLYNNIRFPsl134341 Home Energy
Reporl5\FINALCONTRACT,ooc
EXHmIT"E"
OPOWER UCENSTNG AGREEMENT
1. Definitions Related to Licensing Agreement
"Generalized Information" shall mean: (i) any data or information provided to OPOWER by the
Utility ooderthe terms ofthis Agreement; (li) any data orinfonnation collected and/or compiled by
OPOWER ooder the terms of this Agreement, and (ill) the results and data from any manipulation,
analysis, calculations, or processing of such data, including, without limitation, Utility Data, in
accordance with this Agreement, which in each of (i), (ii) and (iii) does not pennit the personal
identification of any Authorized User. All Generalizedli1fonnation shall be considered OPOWER's
Confidentialli1formation.
"Colltellf' shall mean any OPOWER Content, Third Party Content and/or Utility Data made
available to Utility and/or Authorized Users, as applicable, on or through the Services, in accordance
with this Agreement.
"Customer Service Application" shall mean the online portal provided by OPOWER enabling
Administrative Users, including Utility customer service staff to access the Home Energy Reports
and other features and functions of the Portal Services.
"Home Energy Report' shall mean the reports prepared by OPOWER and delivered to the
Designated Customers describing those customers' energy use, comparing such customers' energy
use to their neighbors and providing targeted energy efficiency offers and rebates.
"Home Energy Reporting System" shall mean the combined offline and online system by which
OPOWER delivers customized energy data and recommendations to Designated Customers,
including, but not limited to, the Home Energy Reports and the OPOWER Portal Website.
"OPOWER Contenf' shall mean any data, results, ideas, plans, sketches, texts, files,links, images,
photos, video, soood, inventions (whether or not patentable), notes, works of authorship, articles,
feedback, or other materials, including, without limitation, statistics, analyses and forecasts, and any
similar information that is either owned or licensed by OPOWER and that OPOWER makes
available through the Services, specifically including Third Party Content, and specifically excluding
Utility Data.
"OPOWER Illtellectual Property" shall mean: (i) any proprietary work; (ii) any system owned or
licensed by OPOWER outside the scope of this Agreement; (iii) any analysis, compilation,
aggregation, derivative work, or work of authorship created by OPOWER under the terms ofthis
Agreement, including Program Reports, Customer Service Application; (iv) data independently
developed or created by OPOWER for purposes of implementing, administering, improving, or
otherwise providing the OPOWER Portal Website; and (v) data entered by Customers via the
OPOWERPortal Website.
"OPOWER Portal Websitll" shall mean a website created and maintained by OPOWER to provide
Designated Customers with additional information about their energy usage. All Designated
Professional Services
Rev. September 2009
1\C .. '"",,\ShllredIASDIPURCH\~OLlCITA TlONSICUJlRENT BUYER-eM FOUlBRs\t'TILITlES • CAROL YNNIRFPs113434! II<rne Enugy
Repo!"ls\FINAL,CONTRACT,doc
Customers must agree to OPOWER's terms and conditions ofuse to access the OPOWER Portal
Website
"Services" shall mean the Portal Services and all other services requested pursuant to an Order.
Services may include any or all aspects of tile Home Energy Reporting System, tile Customer Service
Application and Program Reports.
"Utility Brand" shall mean anyone or more of the trademarks, service marks, trade names, domain
. names, logos, business and product names, slogans, and registrations and applications fur registration
thereof owned by the Utility as of the Effective Date.
"Utility Data" shall mean any data or information supplied by the Utility to OPOWER under this
Agreel)lent, including personally identifiable data; provided, however, that Utility Data shall
specifically exclude Aggregated Analytics, OPOWER Content and Third Party Content.
1.2. Retained Rights -Ownership.
(i) Subject to the rights granted in this Agreement, Utility retains all right, title and interest in and to
the Utility Brand and Utility Data, and OPOWER acknowledges that it neither owns nor acquires any
additional rights in and to the Utility Brand or Utility Data not expressly granted by this Agreement.
OPOWER further acknowledges that Utility retains the right to use the Utility Brand and Utility Data
fur any purpose in Utility's sole diacretion.
(ii) OPOWERretains all right, title and interest in and to the Services, Generalized Jnformation, the
OPOWER Retained Intellectoal Property, the OPOWER Content and the OPOWER Intellectual
Property. Utility acknowledges that it neither owns nor acquires any additional rights in and to the
furegoing not expressly granted by this Agreement. Utility further acknowledges that OPOWER
retains the right to use the furegoing for any purpose in OPOWER' 8 sole discretion.
(iii) Utility owns each tangible Home Energy Report created as part ofth6se Services, including any
sample reports, and all right, title and interest therein, provided that OPOWER retains ownership in
the: (a) design, look, and feel; (b) graphical elements; (c) content other than the Utility Data; and (d)
any intellectnal property therein.
(iv) Utility grants OPOWER a non-exclusive and on-transferable license to Utility Data, for the
provision of Services under this agreement.
2.3; Third Party Content. Utility acknowledges that Third Party Content maybe available through
the Services, and that use of such Third PartyContcnt may be suQject to additional terms and
conditions of the Third Party Providers ("Prtnlider Terms"). Utility shall comply with all
such Provider Terms and pass through any applicable Provider Terms to Authorized Users as
required by Third Party Providers. OPOWER makes no representations or warranties
regarding any Third Party Content found on or through the Services or that is otherwise
available using the Services.
Professional ServJces
Rev.SopkmOber2009
\\C"'e",\shacedlASDIl'URCH\SOLlCITATIONSICURRENT BUVEll-CM FOLDERS\uTlllTIES -CAROLYNNlRFPsll34341 Hun. Energy
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4. Usage Restrictions. (i) Utility not will assign, sublicense, sell, resell, lease, rent or otherwise
transfer or convey, or pledge as security or otherwise encumber, Utility's rights ~der this Section
(ii) Utility will ensure that its use of the Services, the Application Documentation Content, and all
Utility Data complies with all applicable laws, statutes, regulations or rules, including, without
limitation, the OPOWER Terms of Use. (iii) Utility shall notifY OPOWER immediately of any
nnanthorized use of any password or account, or any other kD.own or suspected breach of security.
(iv) Utility will only allow Administrative Users who have been assigned a unique user identification
to access the Customer Service Application.
5. Brand Licenses. The Parties will cooperate to develop a mutually agreeable strategy fur co
branding of the Home Energy Rep()rts and the OPOWER Portal Website. Subject to the terms
and conditions ofthia agreement, Utility grants to OPOWER a non-exclusive, non-transferable
right and license to use the Utility Brand during the Term in accordance with such reasonable
Utility branding guidelines as Utility may specifY for the limited purposes of performing
OPOWER's obligations under this Agreement. Notwithstanding the foregoing, (a) Utilityrnsy.
use the OPOWER Brand to identify and publicize the Services at trade shows and utility industry
events; (b) OPOWER may identify the Utility as an OPOWER customer and use the Utility
Brand in connection therewith, 'provided that such identification shall not state or imply an
endorsement by the Utility; (0) OPOWER may identify the Services with the OPOWER Brand
and ''runs on OPOWER" or other similar phrasing. Except as expressly permit'ted by this
Agreement, each Party shall have a written right of approval over the use of its Brand by the
other Party, not to be unreasonably withheld .
Professional Service;
Rev. Septemb" 2009
1\Cc-ren>\sharedIASD\PURcHISOLICITA TIONSICURRENT BUYER-CM POlDERS\UTILiTlES • CAROL YNNIRFP,\134341 Him. Energy
Rl:port,IFlNAL.CONTRACT<doc