Loading...
HomeMy WebLinkAboutStaff Report 7888 City of Palo Alto (ID # 7888) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/19/2017 City of Palo Alto Page 1 Summary Title: TruePoint Contract Title: Approval of Contract Number C17167812 With Truepoint Solutions, LLC for a Three Year Contract, $400,000 Annually With a Not-to-Exceed Amount of $1,200,000 to Provide Services in Scripting, Reporting, and Other Technical Support of the City's Development Permitting System, Accela, for Development Services and Planning and Community Environment From: City Manager Lead Department: Development Services Department Recommendation Staff recommends that Council approve and authorize the City Manager to execute Contract C17167812 with TruePoint Solutions, LLC (TruePoint) for a three year term, with a not to exceed amount of $400,000 annually ($1,200,000 total) for technical support on operations and maintenance on the City’s permitting system, Accela. Executive Summary Development Services is requesting this contract to provide continued technical support with operations and maintenance on the City’s permitting system, Accela, in alignment with the Blueprint Initiative. The Development Services portion of the contract with TruePoint is for $250,000 per year for three years and will be offset with a 1.8% technology surcharge if approved by Council in the FY 2018 Municipal Fee schedule. TruePoint will provide scripting, report writing, utilization of enhanced features from Accela, continued development of new mobile apps for customers and staff, and creation of dashboards to measure performance, permit activity and staff workloads. The Planning and Community Environment (PCE) portion of the contract is for $150,000 per year for three years. This contract will provide the capabilities for the calculation, invoicing, and payment of new or updated impact fees utilizing Accela, inclusion of the Code Enforcement 311 system in Accela, programming of Long Range Planning projects for increased tracking and City of Palo Alto Page 2 reporting capabilities, inclusion of transportation projects, and the creation and updates of planning and transportation dashboards. Accela enhancements and support will be needed for both departments well into the future. Development Services and PCE needs are addressed in one contract since both departments use Accela on a daily basis for all permitting transactions. The needs of the PCE and Development Services Departments have been consolidated into one contract. The two departments have different needs from the software and as such have allocated a portion of the support contract to address said needs. Although Development Services will manage the overall contract, each department will have the freedom to use their portion of the one contract as they see fit to achieve their department goals. If necessary, any amendments to said contract will be brought forward to City Council by Development Services. Background On September 6, 2011 (Staff Report 2021), the Council approved staff recommendations to implement the City of Palo Alto Development Center Blueprint project to streamline and modernize the City’s building permit process, focusing on improving customer satisfaction and inter-departmental efficiency. As part of this effort, staff focused on the implementation and transition to a coordinated permit system design. Accela provides the City with capabilities to track, schedule, and bill building permits and planning activities. In 2013, the City released a Request for Proposals (RFP) for technology support of the Accela system under the Blueprint project, sending copies of the RFP to at least seven firms. TruePoint was the only company to respond and was awarded an $85,000 contract. In June 2013 (Staff Report 3775), the contract was amended, adding $72,800 to deploy Accela mobile applications. In October 2013 (Staff Report 4056) Amendment 2 was approved to extend the contract three years and to provide $495,000 in additional funding for deployment and transition support for Accela Citizen Access and future Blueprint enhancement. In October 2015 (Staff Report 6079), Council approved Amendment 3 to add $290,000 for support of new Development Services initiatives and expansion of projects to other City departments, such as expanding the number of online permits offered, updating fee calculators in Accela, automating expired permit notifications, enhancing scheduling capabilities, automating the Use & Occupancy process, and developing an online plan review system allowing paperless submittal and review. Together, these enhancements give users and/or City staff more flexibility and easier access to schedule, submit, view, pay, or obtain status of permits, and on-site assistance and support for upgrading Accela to a newer version. In 2015, PCE established a TruePoint contract to add the calculation, invoicing, and payment of City of Palo Alto Page 3 impact fees into Accela. This process provides for more consistent record keeping and an easily auditable record of impact fees assessed and paid. Thanks to these enhancements, record keeping, internal operations, and customer service have improved dramatically. Some examples of these outcomes include the improvement of one- time reviews by over 20% since 2012. Applicants are now able to schedule inspections online whereas in the past they needed to wait on the phone. Inspectors are all equipped with mobile devices that allow for real-time reporting of inspections. The status of existing planning and building entitlement/permits as well as the record of past entitlements/permits are all available on-line. Discussion Accela is the City’s permitting system for planning and development activities. Development Services and PCE utilize Accela on a daily basis for intake, billing, tracking, reporting, online applications for some activities, provision of up-to-date website information to the public, and to provide project information access to staff in the field. Continued support is needed to provide a conduit between Accela and the City to further enhance knowledge, utilization, and capabilities of the Accela product, as well as offer support for new features, scripting, configuration, and reporting. The City released the Request For Proposal on March 27, 2017 with a three week bid submittal period, closing on April 17, 2017. Three bids were received and reviewed by staff from both Development Services and PCE. TruePoint was selected with the highest ranking on the evaluation criteria. Staff is requesting Council to authorize a contract with TruePoint to provide additional support necessary over the next three years. The requested contract will provide Development Services up to $750,000 of support and will provide PCE up to $450,000 of support over the next three years. For both departments, this contract will support the rollout of new features in Accela as they arise, provide quick and easy adjustment of the Accela permitting system for program changes and new initiatives, support and integrate customer “apps” for mobile accessibility, and allow the departments to improve the tracking and reporting of metrics. Past contract constraints have made it challenging for PCE to fully utilize this contractor. Under this contract, PCE hopes to have broad access to the expertise to leverage the full functionality of Accela as a powerful planning, monitoring, and customer service tool. PCE will pursue incorporation and tracking of the Code Enforcement 311 system, inclusion of long range planning projects for tracking and reporting, inclusion of transportation projects, and the creation and updates of planning and transportation dashboards. Development Services will use this contract to support partnering department City of Palo Alto Page 4 that use the system for permitting, support improvements already in place, as well as new initives in the area of reporting, permitting, plan checking, and inspection services for both internal coordination and customer services. The City is not bound to fully utilize the contract and use of the contract will be based upon program need and Council-approved budget. Resource Impact $100,000 for the PCE portion of this contract was included in the Fiscal Year 2017 Information Technology Adopted Operating Budget to add a code enforcement 311 component, long range planning projects, and reporting and performance measurement enhancements in Accela. PCE’s use of this contract beyond that amount will be contingent on approval of adequate funding in the Fiscal Year 2018 and Fiscal Year 2019 budgets. Development Services has proposed a new technology surcharge as part of the Fiscal Year 2018 Municipal Fee Schedule. This new surcharge will cover the costs of Development Services portion of the contract, contingent upon approval of the Municipal Fee Schedule by Council. PCE is examining the possibility of a similar fee or surcharge to cover the cost of this contract in future years. Attachments: C17167812 TRUEPOINT CONTRACT (PDF) CITY OF PALO ALTO CONTRACT NO. C17167812 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND TRUEPOINT SOLUTIONS FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2017, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TRUEPOINT SOLUTIONS, a California limited liability company, located at 3262 Penryn Road, Suite 100-B, Loomis, California, 95650, and Telephone (916) 259-1293 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide specialized services to manage and mentor five primary divisions (Public Works, Utilities, Planning, Building and Fire) who use the Accela product. (“Project”) and desires to engage a consultant to provide training, co-develop Management Reports and make modifications to the Accela Platform to improve efficiency and operations in connection with the Project (“Services”). B. CONSULTANT 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, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2020 unless terminated earlier pursuant to Section 19 of this Agreement. 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 DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 2 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 CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed One Million Two Hundred Thousand Dollars ($1,200,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit “C-1”, 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 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). 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 shall 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. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed 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 sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, 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 circumstances. DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 3 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance 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 perform Services 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. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. 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%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to 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 by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. 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 nor the performance 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. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. 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. CONSULTANT shall be fully responsible to CITY for 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. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Keith Hobday as the project manager to have supervisory responsibility for the performance, progress, and execution of the Services and Deborah Herman & Joe Cipriano as the project support to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 4 substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director 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 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 Project or a threat to the safety of persons or property. CITY’s project managers are Peter Pirnejad, Development Center, 285 Hamilton Avenue, Palo Alto, CA 94303, Telephone (650) 329-3249 and Sherry Nikzat, Planning & Community Environment, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650)329-2359. The project managers 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. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’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 “Indemnified 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 costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance 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. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 5 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 any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. 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. 18.2. 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. 18.3. 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 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 within two (2) business days of the 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. 18.4. 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. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 6 19.1. 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 ten (10) 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 Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance 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 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, CONSULTANT will be paid for the 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 termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’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 his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 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 hereunder 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 DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 7 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 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. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial 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 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national 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 AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be 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 comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT 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 Division’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 pallets to verify that pallets are not being disposed. DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 8 SECTION 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 it may be 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 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. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. 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. 27.3. 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. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 9 This document may be amended only by a written instrument, which is signed by the parties. 27.5. 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. 27.6. If a court of competent jurisdiction finds 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. 27.7. 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 incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information 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 without City’s express written consent. 27.10 All unchecked boxes do not apply to this agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 10 CONTRACT No. C17167812 SIGNATURE PAGE 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 APPROVED AS TO FORM: TRUEPOINT SOLUTIONS Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: INFORMATION PRIVACY POLICY EXHIBIT “F”: SOFTWARE AS A SERVICE (SAAS) SECURITY AND PRIVACY TERMS & CONDITIONS DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Keith Hobday Parter Don Hunsinger Partner Professional Services Rev. April 27, 2016 11 EXHIBIT “A” SCOPE OF SERVICES Development Services (Task 1) Background The City is transitioning from Accela Vantage 360 software to the most up to date version of the software. The City shall contract with CONSULTANT to provide specialized services to manager and mentor fiver primary divisions (Public Works, Utilities, Planning, Building and Fire) who use the Accela product. CONSULTANT shall be the conduit between the software vendor (Accela) and City subject matter experts (SME’s) from each division to further enhance their knowledge and utilization of the Accela product, provide training, co-develop Management Reports and make modifications to the Accela Platform to improve efficiency and operations to outside programs such as apps utilized by Development Services. Services CONSULTANT shall work closely with designated Palo Alto staff to identify the best approach and needs of the individual “Super Users” from each division. The effort will primarily be accomplished onsite every other week for 2 days and remotely on the opposite week as needed, with the flexibility to provide more resources when deemed appropriate by the City. CONSULTANT’S resources shall be available to provide additional support when needed. CONSULTANT shall introduce new features and functionality as it becomes available using the most up to date software and provide expert support to the operational needs of the City’s end users with all of the City’s Accela products. CONSULTANT’S staff shall assist the City with: Day to Day Mentoring and Guidance System maintenance Support on Accela Mobile Office (includes AMO, iPad App, iPhone App or Android App) o Work with each group to define and deploy the “best fit” mobile APP o Provide basic training on the Accela Mobile Apps o Create custom reports or email notifications from mobile devices On-site assistance and support for Super Users (2 day every other week includes) o Configuration changes and enhancements as recommended by CONSULTANT Custom Quick Query creation o Custom portlet and console configuration o Workflow enhancements DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 12 o Fee updates as needed o Ad Hoc report creation o Crystal report creation o Training as needed on all aspects of Accela Automation o Support the City with any questions or new initiatives that come up o Support CITY with Accela upgrades and new features o Coordination between Accela and City staff o Advice on streamlining efforts and activities within the Accela product o Support in existing products such as DSD Dashboard, Mobile App, Green Halo Integration, GIS integration, Civic Insight Integration, Open Counter Integration, Buildingeye Integration, IVR integration, and others as they come online. Remote assistance and support for Super Users (From PW, PCE, Utilities, Fire, and Building(10 hours per week) o Same tasks as above remotely Other Misc. Activities o Have Fire inspector schedule and complete inspections in Accela o Work with Fire to implement Occupancy reoccurring inspections (based on what other agencies are successful with) o Work with Public Works to create an Urban Forestry Record in Accela o Work with Selectron to fix the problem with Permit Numbers getting out of sync between Accela and Selectron o Work with Project Manager to support the City of Palo Alto “Open Data” and Accela’s Civic Cloud initiative CONSULTANT shall provide the following; Respond to inquiries within 24 hours Support via phone if needed Provide a monthly progress report that addresses services provided and reports created in support of the City’s effort to launch 9.0 or most current version of Accela and create management reports Provide the City an approximation of the number of hours it will take to create a report and attempt to stay within that estimate prior to the creation of a report. Meet with City Project Manager monthly for an hour or less to address the CONSULTANT’S progress and performance. Planning & Community Environment Department (Task 2) The Planning and Community Environment Department of the City of Palo Alto uses Accela as its activity and permit tracking software. Accela also serves as the Point of Sale (POS) for Planning and Development Services fee collection. The department has several goals to make Accela more useful: updating impact fees and fee calculations in Accela to include recently DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 13 adopted changes to Housing Impact fees so the system can calculate the fees for collection at the location and time when other fees are collected; fully incorporating Code Enforcement 311 into Accela; tracking long range planning projects in Accela, and; creation of special reports, dashboards, etc. to support the changing needs of the department. CONSULTANT will utilize its Accela system knowledge and experience with the Palo Alto Accela environment to lead this effort. CONSULTANT shall submit Invoices for PCE via email to PCEContracts@Cityofpaloalto.org. Services A. CONSULTANT shall replace existing housing impact fees programmed in Accela with updated housing fees categories and rates and add Citywide Transportation Impact fees to Accela if requested by CITY. CONSULTANT shall include newly programmed fees in reports, receipts, etc. CONSULTANT will program Accela such that Accela will calculate the correct fees, generate and retain a copy of estimates and final invoices similar to other impact fees. B. CONSULTANT will work with City to ensure correct and proper annual updates to fees in Accela. Fees will be updated annually as required by municipal code. C. CONSULTANT shall work with CITY to incorporate 311 Code Enforcement requests into Accela. This is expected to include, but is not limited to: •creating input process •creating tracking process •retaining documents and information •creating reporting process for Long Range Planning projects D. CONSULTANT shall work with CITY to program into Accela the tracking and reporting of long range planning projects. This is expected to include, but is not limited to: creating input process creating tracking process retaining documents and information creating reporting process for Long Range Planning projects. E. CONSULTANT shall add and maintain features to Accela to keep track of Transportation Demand Management (TDM) plans for the City of Palo Alto’s Planning and Community Development Department, Transportation Division. The system will be used to track and monitor any TDM plans that have been submitted to the City of Palo Alto for approval. Once directed by CITY, functions of the added features may include, but are not limited to: Uploading TDM plan documents to be stored as part of a parcel’s records, similar to the existing features of Accela that allow for uploading of site-specific plan review or building permit documents. These documents will include the TDM plan, monitoring reports, and signed agreements. Setting Due Date reminders when monitoring reports for properties with TDM plans need to be submitted to the City. These reminders should inform the individual DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 14 property owners and Transportation Division staff assigned to the project that an annual or five-year report is due. A checkbox for Planners to mark whether a TDM Plan has or has not been submitted. A checkbox for Planners to mark whether a TDM Plan has or has not been approved. A checkbox for Planners to mark whether a Monitoring Report has been submitted. A dropdown menu that allows users to select the status of the TDM plan: No Comments Received, Not Required, Routed, Under Review, Recommend Approve with no Conditions (Rec App no Conditions), Recommend Approve with Conditions (Rec App with Con), Recommend Not Approved (Rec Not Approved) A dropdown menu that allows users to select the status of the Monitoring Report: No Comments Received, Not Required, Routed, Under Review, Recommend Approve with no Conditions (Rec App no Conditions), Recommend Approve with Conditions (Rec App with Con), Recommend Not Approved (Rec Not Approved) A text box for planners to include comments Check boxes to identify whether TDM Plan is submitted voluntarily or as a Condition of Approval Provide fields for planners to manually fill in or generate general transportation- related information including: Number of parking spaces (vehicle and bike) provided, broken down by long and short term % of parking reduction requested with area showing number required and number provided Proximity to transit: < 1/2 mile, > 1/2 mile Types of transit within 1/2 mile Single-occupancy vehicle trip reduction goal Non-single occupancy vehicle mode share goal F. CONSULTANT will establish a process agreed to by CITY, for the testing and implementation of all changes prior to formal rollout. Testing may or may not be by CITY staff working closely with CONSULTANT. DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 15 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. Milestones Completion No. of Days/Weeks From NTP 1.Task 1 TBD Development Center 2.Task 2 TBD Planning & Community Environment DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES 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. 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. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 17 EXHIBIT “C-1” SCHEDULE OF RATES Labor Categories (e.g., Consultant, Sr. Consultant, etc.) Hourly Rate Implementation Consultant $145.00 CONSULTANT’S standard blended rate of $145 per hour for all resources. Based on a three-year agreement. CONSULTANT proposes the following budget for suggested tasks over the agreement term. The number of hours and total cost can be adjusted to fit the budgetary constraints of the City. Task 1 - Development Services Hours Rate Total Year one dedicated Resource 1,500 $145 $217,500.00 Year two dedicated Resource 1,500 $145 $217,500.00 Year three dedicated Resource 1,500 $145 $217,500.00 Additional resource support on current tasks or proposed innovations 1,200 $145 $174,000.00 Task 2 - Planning and Community Environment Department Planning Project 660 $145 $95,700.00 Travel Budget 3 year project travel budget $8,500.00 Additional Services Total 6,360 $930,700.00 DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 18 EXHIBIT “D” 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, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRE D 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, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES 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. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR 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. DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Professional Services Rev. April 27, 2016 19 B. CROSS LIABILITY 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 AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 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 DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Info Release and Release Date Document Cl orma Version: e: assification: atioon P 1st 31 Ne Priva Release, Ver January, 201 eed to Know acy rsion 2.2 13 Pollicy EXHIBIT "E" DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Information P Version 2.2 CONTEN DOCUMENT CHANGE RE APPROVAL . DISTRIBUTIO 1.OBJE A) INTEN B) SCOP C) CONS D) EXCE E) MUNIC 2.RESP A) RESP B)RESP C)RESP D) RESP E) RESP 3.PRIVA A) OVER B) PERSO C) METH D) UTILIT E) PUBLI F) ACCE G) SECU H) DATA I) SOFTW J) FAIR A 4.CONT Privacy Policy TS CONTROLS... ECORD .......... ..................... ON ................ ECTIVE ........... NT .................. E .................. SEQUENCES.... PTIONS.......... CIPAL ORDINAN PONSIBILITIES ONSIBILITY OF ONSIBILITY OF ONSIBILITY OF ONSIBILITY OF ONSIBILITY OF ACY POLICY .. RVIEW ............ ONAL INFORMA ODS OF COLLE TIES SERVICE . C DISCLOSUR SS TO PERSON RITY, CONFIDE RETENTION / I WARE AS A SE AND ACCURAT TACTS ........... y ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... NCE ............... OF CITY STAF CIO AND ISM INFORMATION USERS ......... F INFORMATION F AUTHORIZATI ..................... ..................... ATION AND CH ECTION OF PER ..................... E ................... NAL INFORMAT ENTIALITY AND INFORMATION RVICE (SAAS) E CREDIT TRA ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... F ................... M .................... N SECURITY ST ..................... N TECHNOLOGY ON COORDINA ..................... ..................... OICE .............. RSONAL INFOR ..................... ..................... TION ............... NON-DISCLOS RETENTION ... ) OVERSIGHT .. ANSACTION ACT ..................... ...................... ...................... ...................... ...................... ...................... ...................... ...................... ...................... ...................... ...................... ...................... ...................... TEERING COMM ...................... Y (IT) MANAGE ATION ............. ...................... ...................... ...................... RMATION ......... ...................... ...................... ...................... SURE ............. ...................... ...................... T OF 2003 (FA ...................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... MITTEE .......... ..................... ERS ............... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ACT) ............. ..................... In Informa ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... City of nformation Te ation Security Pa 31 Janua ...................... ...................... ...................... ...................... ...................... ..................... ..................... ..................... ..................... ..................... ...................... ..................... ..................... ..................... ..................... ..................... ...................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ..................... ...................... Palo Alto chnology Services age 1 of 8 ary, 2013 ............ 2  ............ 2  ............ 2  ............ 2  ............ 3  ............ 3  ............ 3  ............ 3  ............ 3 ............ 4  ............ 4  ............ 4 ............ 4 ............ 4  ............ 5 ............ 5 ............ 5  ............ 5  ............ 5  ............ 5  ............ 6  ............ 6  ............ 6  ............ 6  ............ 7  ............ 7  ............ 7  ............ 8  DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Information P Version 2.2 DOCUME CHANGE APPROVA DISTRIBU Privacy Policy ENT CONT Documen Location Documen Documen Contributo E RECORD Date 12-Jul-12 26-Sep-12 09-Nov-12 19-Nov-12 22-Nov-12 26-Nov-12 6-Dec-12 14-Jan-13 31-Jan-13 VAL Date 06-Dec-12 06-Dec-12 06-Dec-12 14-Jan-13 14-Jan-13 UTION Name City of Pa Providers y TROLS nt Title nt Author nt Manager ors D Author Raj Pat 2 Raj Pat 2 Raj Pat 2 Raj Pat 2 Raj Pat 2 Raj Pat Raj Pat 3 Raj Pat 3 Raj Pat Name 2 Raj Pate 2 Jonatha 2 Tom Auz 3 Grant Ko 3 Informat Steering alo Alto Emplo , Residents a Informatio City of Pa Raj Patel Raj Patel Jonathan Joe Black r Versi tel 0.01 tel 1.0 tel 1.5 tel 1.6 tel 1.7 tel 1.8 tel 1.92 tel 2.0 tel 2.2 el n Reichental zenne olling tion Security g Committee oyees, Servic and Businesse on Privacy Po alo Alto Webs Reichental, kwell, Grant K on Chang First d First d Update Additio Revise Revise Reiche Revise Jonath Revise Grant Revise from In Comm Role Informa Manag Techno CIO; In Techno Assista Utilities Senior Attorne Office Sponso Lo ce es Cit Sh olicy ite and Share Shiva Swam Kolling ge Reference draft develope draft released ed first draft f onal updates ed table of co ed followed b ental and Tom ed according han Reichenta ed according Kolling ed according nformation Se mittee ation Security ger; Informatio ology Departm nformation ology Departm ant Director, s Department r Assistant Cit ey; City Attorn or ocation ty of Palo Alto harePoint In Informa ePoint minathan, Tom e ed for review for review as identified ontent y review from m Auzenne to comments al to comments to recommen ecurity Steeri Com y on ment Appr ment Appr t Appr ty ney’s Appr Appr o Website an City of nformation Te ation Security Pa 31 Janua m Auzenne, m Jonathan s from s from ndations ng mments roved roved roved roved roved d Palo Alto chnology Services age 2 of 8 ary, 2013 DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Information P Version 2.2 1. O The C Palo provi appro finan busin local indus 1798 some busin Califo to en Prote busin provi “Pers “Info in thi A)I The C perso of me perso the C and s polic Infor The g all us secu and s comp B)S The requ inform confo C)C The C their Privacy Policy Objective City of Palo A Alto. In prom isions of the C opriate meas ncial) informat ness as a loca authorities a stry best prac 8.24, 1798.79 e of these pro ness in a man ornia laws. Th nsure the ong ected Critical ness with the ide services. sonally Identif rmation”) are s Policy by re INTENT City, acting in ons who do b eans, includin ons accessing City’s staff and security of the ies, rules, reg mation is coll goals and obj sers having a rity of databa security of the pliance with le SCOPE Policy will gu ired to protec mation data a orm their perf CONSEQUENCE City’s employ work implicat y e Alto (the “City” moting the qua California Pub ures to safeg tion of person al governmen nd reflected i ctices, includin .8(b), 1798.80 ovisions do no nner which pr he objective o oing protectio Infrastructure City and rece The terms “P fiable Informa defined in the eference. n its governme business with ng, without lim g the City’s w d/or authorize e Information gulations and ected, stored jectives of the ccess to the C ase informatio e Information egal and regu ide the City’s ct the confiden are intended t formances to ES yees shall com tes access to ”) strives to p ality of life of t blic Records A uard the secu ns, collected in nt agency. Th n federal and ng, without lim 0(e), 1798.81 ot apply to loc omotes the p of this Policy i on of the Pers e Informationa eiving service Personal Infor ation” and “Pe e California C ental and pro or receive se mitation, from website, and p ed third-party collected by procedures, and utilized i e Policy are: ( City’s applica on assets own provided to t ulatory require staff and, ind ntiality and pr to be covered the Policy sh mply with the the Informati romote and s these persons Act, California urity and priva n the ordinary ese measure d California law mitation, the p .5, 1798.82(e cal governme rivacy of pers is to describe sonal Informa and Personal es from the Ci rmation,” “Pro ersonally Iden Civil Code sec prietary capa ervices from th persons appl persons who a contractors. T the City. The and industry in compliance (a) a safe, pro tions and dat ned by, or ent he City’s staff ements. directly, third p ivacy of the In d by the Policy ould they enj Policy in the ion referred to sustain a supe s, it is the pol a Governmen acy of the per y course and es are genera ws, the City’s provisions of C e), 1798.83(e nt agencies li sonal informa e the City’s da ation, Persona ly Identifying ity or a third p otected Critica ntifying Inform ctions, referre acities, collect he City. The I lying to receiv access other The City is co City acknow best practice e with applica oductive, and tabases; (b) th trusted to, the ff and third pa party contract nformation of y and which w oy conditiona execution of o in this Polic In Informa erior quality o icy of the City nt Code §§ 62 rsonal (includ scope of con lly observed b s rules and re California Civ e)(7), and 179 ike the City, t ation, as reflec ata security go ally Identifiabl Information o party under co al Infrastructu mation” (collec ed to above, a ts the Informa Information is ve services p information p ommitted to p ledges federa es are dedicat able laws. inoffensive w he appropriat e City; (c) the arty contractor tors, which ar f the persons will be advised al access to th their official d cy. A failure to City of nformation Te ation Security Pa 31 Janua of life for perso y, consistent w 250 – 6270, to ding, without l nducting the C by federal, sta gulations, an vil Code §§ 17 98.92(c). Thou the City will co cted in federa oals and obje le Information of persons do ontract to the ure Informatio ctively, the and are incorp ation pertainin s collected by rovided by th portals mainta protecting the al and Califor ted to ensurin work environm te maintenanc controlled ac rs; and (d) fai re by contract whose perso d by City staf hat informatio duties to the e o comply may Palo Alto chnology Services age 3 of 8 ary, 2013 ons in with the o take imitation, City’s ate and d 798.3(a), ugh onduct al and ectives, n, oing City to on”, porated ng to a variety e City, ained by privacy nia laws, ng the ment for ce and ccess ithful t onal ff to on. extent y result in DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Information P Version 2.2 empl D)E In the Polic exce “ISM as m acco form stora will c the re and h by th E)M This 2. RE A)R The C coord The C party perfo The and t in de respo incid depa Non- inclu B)R The draw for a initia plann addre Privacy Policy loyment and/o EXCEPTIONS e event that a cy, the employ ption request ”). The empl may be reques ordance with g by the City A age, access, r consult with th equest, the e his or her sup he CIO, acting MUNICIPAL OR Policy will su SPONSIB RESPONSIBILIT CIO, acting b dinate the imp City’s employ y contractors ormance of th ISM will be re the effectiven etailed, audita onsible for the ents that aris artment-specif -Disclosure A ding, without RESPONSIBILIT Information S wn from the va ll information tives and acti ning processe essed at the a y or legal conse a City employ yee may requ t will be review oyee, with the sted by the IS guidelines app Attorney. The P retention, usa he CIO to app xception requ pervisor. The g by the ISM. RDINANCE persede any BILITIES O TY OF CIO AND y the ISM, wi plementation yees, in partic under contrac eir job respon esponsible for ness of the Po ble technical e City’s IT env e in regard to fic policies an greements (N limitation, loc TY OF INFORMA Security Steer arious City de security effor ivities. The IS es to ensure t appropriate C equences. ee cannot ful est an excep wed and adm e approval of M. The ISM w proved by the Policy’s guide age, and prote prove or deny uest dispositio approval of a City policy, ru OF CITY S D ISM ll establish an of information cular, software ct to the City t nsibilities. r: (a) develop olicy; (c) the d requirements vironments; ( o potential vio nd procedures NDAs) signed cal or ‘cloud-b ATION SECURI ring Committe partments, w rts, including SSC will provid that informatio City departme ly comply with tion by subm ministered by t his or her su will conduct a e City’s Chief elines will incl ection of the I the exception on will be com ny request m ule, regulation STAFF n information n security me e application to provide ser ing and upda development o s, which will b d) assisting th lations of the s which fall un by third party based’ softwa TY STEERING ee (the “ISSC will provide the key informatio de input to th on security ris nt level. h one or more itting Security the City’s Info pervisor, will a risk assessm Information O lude at a mini nformation id n request. Af mmunicated, i may be subjec n or procedur security man easures by the users and da rvices, shall b ating the Polic of privacy sta be designed a he City’s staff Policy; (e) re nder the purv y contractors are services to COMMITTEE ”), which is co e primary dire on security an e information sks are adequ In Informa e element(s) y Exception R ormation Secu provide any a ment of the re Officer (“CIO” imum: purpos dentified in the fter due cons in writing, to t ct to counterm re regarding i nagement fram e City’s gove atabase users by guided by cy, (b) enforci andards that w and maintaine ff in evaluating eviewing and view of this Po , which will pr o the City. omprised of t ection, prioritiz nd privacy ris n security and uately consid City of nformation Te ation Security Pa 31 Janua described in Request.The urity Manager additional info quested exce ) and approve se, source, co e request. The ideration is gi the City emplo measures esta nformation pr mework to init rnment. s, and, indirec this Policy in ng complianc will manifest t ed by the pers g security and approving olicy; and (f) r rovide service he City’s emp zation and ap sks, programs privacy strat ered, assess Palo Alto chnology Services age 4 of 8 ary, 2013 this r (the ormation eption in ed as to ollection, e ISM iven to oyee ablished rivacy. tiate and ctly, third the ce with he Policy sons d privacy reviewing es, ployees, pproval s, tegic ed and DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Information P Version 2.2 C)R All au proce D)R The C City’s comp intern E)R The (NDA the S exec contr objec by th occu The C appro 3. PR A)O The Infor by, o contr activ other The t other desig inform comp main confi third B)P Exce doing perso as a Privacy Policy RESPONSIBILIT uthorized use esses and tec RESPONSIBILIT City’s IT Man s networks, w pliance with th nal reporting RESPONSIBILIT ISM will ensu A), whenever Software as a cuted prior to t ractors. The C ctives, policie he ISM at plan rred. CIO, acting b opriate, comm IVACY PO OVERVIEW Policy applies mation of per or entrusted to ractors under ities include, r networks, sy term “informa r related orga gned, implem mation assets promise, and ntain informati dentiality, inte parties. PERSONAL INF ept as permitte g business wi on has conse local governm y TY OF USERS ers of the Info chnologies wi TY OF INFORMA agers, who a will be respons he City’s infor of events that TY OF AUTHOR ure that the Ci access to the Service (Saa the sharing of City’s approac s, processes nned intervals y the ISM, wi mencing from OLICY s to activities rsons doing b o, the City and contract to th without limita ystems, or de ation assets” a anizations whi ented, and m s. The City’s s inappropriate ion managem egrity, and av FORMATION AN ed or provide ith the City, o ented to the C ment agency rmation will b ithin the scop ATION TECHNO re responsibl sible for confi rmation secur t may have co RIZATION COOR ity’s employee e Information aS) Security a f the Informat ch to managin , and procedu s, or wheneve ll review and the date of it that involve t usiness with t d will be mad he City to pro ation, accessin evices. also includes ile those asse maintained to e staff will act to e disclosure o ment systems, vailability of its ND CHOICE d by applicab r receiving se City’s sharing o with third par be responsible e of responsi OLOGY (IT) MA e for internal, guring, maint rity and privac ompromised RDINATION es secure the will be grante and Privacy T tion of person ng information ures for inform er significant c recommend ts adoption. he use of the the City or re e available to vide Software ng the Interne the personal ets are under ensure that o o protect its in or alteration. T networks an s information ble laws, the C ervices from th of such inform rties under co e for complyin ibility of each ANAGERS , external, dir taining and se cy policies. T network, syst e execution of ed to third par Terms and Co ns covered by n security and mation securit changes to se changes to th e City’s inform ceiving servic o the City’s em e as a Service et, using e-ma information o the City’s con nly authorize nformation as The City will p nd processes assets to the City will not sh he City, in vio mation during ontract to the C In Informa ng with inform user. rect and indire ecuring the C hey are also tem or data s f Non-Disclos rty contractor onditions. An y this Policy w d its impleme ty) will be rev ecurity implem he Policy ann mation assets, ces from the C mployees and e consulting s ail, accessing of the City’s e ntrol. Securit d persons wil ssets from the plan, design, in order to as e City’s emplo hare the Infor olation of this the conduct City to provid City of nformation Te ation Security Pa 31 Janua mation privacy ect connection City’s IT netwo responsible fo ecurity. sure Agreeme rs, in conjunct NDA must be with third party entation (i.e. viewed indepe mentation hav nually, or as namely, the City, which ar d third party services. The g the City’s int employees an ty measures w ll enjoy acces eft, damage, l implement an ssure the app oyees and aut rmation of any Policy, unles of the City’s b e services. Palo Alto chnology Services age 5 of 8 ary, 2013 y ns to the orks in or timely ents tion with e y endently ve re owned se tranet or nd any will be ss to the oss, nd ropriate thorized y person ss that business DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Information P Version 2.2 C)M The C colle busin may and w forma The C site m City w the In the b Inter the u comp their on hi sites D)U In the Depa custo Utiliti apply other with Busin have mont resid and/o the s Busin cove Infor E)P The could unles F)A The C acce affec Privacy Policy METHODS OF C City may gath ction of such ness as a loca be gathered with other tec ation in order City’s staff wi may use “coo will note that nternet Protoc browser softw net address o user’s comput promise the u computers by is or her com . UTILITIES SERV e provision of artment (“CPA omers. To the ies Rules and y; provided, h rwise directed other City dep nesses and re e secure acce thly utility usa dents with non or billing data standard mon nesses and re red by the sa mation under PUBLIC DISCLO Information th d be incorpora ss such inform ACCESS TO PE City will take ss to that per cted persons w y COLLECTION O her the Inform information is al governmen at service win chnologies, wh r to secure the ll inform the p kies” to custo a cookie cont col address o ware and oper of the website ter by using th user’s privacy y using any o puter, it will n VICE f utility service AU”) will colle e extent the m d Regulations however, any d or approved partments ex esidents with ss through a age and billing n-standard or a provided to t thly billing. esidents with ame privacy p r applicable fe OSURE hat is collecte ated in a publ mation is exem ERSONAL INFO reasonable s rson’s Informa who can revie OF PERSONAL mation from a s both necess nt agency in it ndows and co herever the C e City’s servic persons whos omize the brow tains unique i of the compute ating systems e from which t he City’s web or security. U of the widely a ot prevent or es to persons ect the Informa management or other ordi such Rules a d by the Coun cept as may b standard utili CPAU websi g data. In add experimenta them through such non-sta rotections an ederal and Ca ed by the City lic record that mpt from disc ORMATION teps to verify ation. Each C ew and updat INFORMATION variety of sou sary and appr ts governmen ontact centers City may intera ces. se Information wsing experie information th er used to ac s used, the da the user linke site do not c Users can refu available meth prohibit the u s located withi ation in order of that inform nances, rules and Regulatio ncil. This inclu be required b ity meters and te to their Info dition to their r l electric, wat non-City elec andard or exp d personal in alifornia laws. in the ordina t may be subj closure to the a person’s id City departmen te that informa urces and res ropriate in ord ntal and propr s as well as a act with perso n are covered ence with the hat a web site ccess the City ate and time ed to the City’s contain the Inf use the cooki hods. If the us user from gain in Palo Alto, t r to initiate an mation is not s s, regulations ns must conf udes the shar by law. d/or having n ormation, incl regular month ter or natural ctronic portal perimental me nformation exc ry course and ject to inspec public by Ca dentity before nt that collect ation at reaso In Informa sources, prov der for the Cit rietary capaci at web sites, b ons who need d by this Polic e City of Palo A e can use to tr y’s web sites, a user access s web sites. C formation, and ies or delete t ser chooses n ning access t the City of Pa d manage uti specifically ad or procedure form to this Po ring of CPAU- on-metered m luding, withou hly utilities bil gas meters m s at different etering will ha change rules d scope of co ction and copy alifornia law. e the City will g ts Information onable times. City of nformation Te ation Security Pa 31 Janua ided that the ty to conduct ties. That inf by mobile app d to share suc cy that the Cit Alto web site rack, among o the identificat sed the site, a Cookies creat d thus do not the cookie file not to accept to or using the alo Alto Utilitie ility services t ddressed in th es, this Policy olicy, unless -collected Info monthly servic ut limitation, th ling, business may have thei intervals than ave their Inform applicable to onducting its b ying by the pu grant anyone n will afford ac Palo Alto chnology Services age 6 of 8 ary, 2013 formation plications, ch ty’s web . The others, tion of and the ted on t es from a cookie e City’s es to he y will ormation ces will heir ses and ir usage n with mation o business ublic, e online ccess to DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Information P Version 2.2 G)S Exce perso partie reaso perso The C Infor insta such If the occu breac date( and t H)D The C perio destr I)S The C servi In ord those the S provi servi confi Thes whic servi inclu moni term comp Prior servi even requ prom J)F CPA mana Privacy Policy SECURITY, CO ept as otherwi ons covered b es without the onable contro ons covered b City may auth mation of per nces, the City Information o e City become rred, with res ch in accorda (s) of the know the proposed DATA RETENTI City will store od is establish ruction. SOFTWARE AS City may eng ces, common der to assure e who receive SaaS services ider, shall des ces and/or fu dentiality and se requiremen h the services ces provider’ ding disaster itoring service “IT infrastruc puters, and da r to entering in ces provider nt that the Saa irements duri mptly inform th FAIR AND ACC U will require age utility ser y NFIDENTIALITY ise provided b by this Policy e express writ ols that are de by this Policy horize the City rsons who do y will require only in further es aware of a spect to the In ance with app wn or suspec action to be ION / INFORMA e and secure a hed by law, fo A SERVICE (S age third part nly known as the privacy a ed services fro s provider and sign, install, p urnishes good d privacy of th nts include inf s are provided s operations recovery and es to ensure a cture” refers to atabase man nto an agreem to complete a aS services p ng the course he ISM. URATE CREDIT utility custom rvices to them Y AND NON-DIS by applicable as confidenti tten consent o esigned to pro . y’s employee business with the City’s em rance of City- breach, or ha nformation of licable laws. cted breach, t taken or the r ATION RETENTI all Information or seven (7) ye SAAS) OVERSI ty contractors Software-as- and security o om the City, a d its subcontr provide, and m ds to the City, he Information formation sec d to the City, and maintena d business co a secure and o the integrate agement dev ment to provid and submit an provider reaso e of providing T TRANSACTIO mers to provid m. SCLOSURE law or this Po ial and will no of the person otect the conf and or third p h the City or r ployee and/o -related busin as reasonable a person, the The notice of he nature of t responsive ac ION n for a period ears, and the GHT s and vendors a-Service (Sa of the Informa as a condition ractors, if any maintain a sec to the extent n. curity directive including con ance process ontinuity plann reliable envir ed framework vices, upon wh de services to n Information onably determ services, the ON ACT OF 200 de their Inform olicy, the City ot disclose it, n affected. The fidentiality and party contrac receive servic or the third pa ness and in ac e grounds to e City will notif f breach will in the Informatio ction taken by d of time as m ereafter such i s to provide s aaS). ation of those n of selling go y, including an cure IT enviro t any scope of es pertaining nnection to th es needed to ning; and (c) t ronment and k, including, w hich digital ne o the City, the Security and mines that it ca e City will requ 03 mation in orde In Informa y will treat the or permit it to e City will dev d security of t ctors to acces ces from the C rty contractor ccordance wit believe that a fy the affecte nclude the da on that is the y the City. may be require information w software appli who do busin oods and/or s ny IT infrastru onment, while f work or serv to: (a) the IT e City's IT sy o support the the IT infrastr service availa without limitat etworks opera e City’s staff w Privacy Que annot fulfill th uire the SaaS er for the City City of nformation Te ation Security Pa 31 Janua e Information o o be disclosed velop and ma the Informatio s and/or use City. In those rs to agree to th the Policy. a security bre d person of s ate(s) or estim subject of the ed by law, or i will be schedu cation and da ness with the ervices to the cture service e it performs s vices implicat infrastructure stems; (b) the IT environme ructure perfor ability to the C tion, data cen ate. will require the estionnaire. In e information S services pro to initiate and Palo Alto chnology Services age 7 of 8 ary, 2013 of d, to third aintain on of the use ach has such mated e breach, if no led for atabase City and e City, s such tes the e, by e SaaS ent, rmance City. The ters, e SaaS n the n security ovider to d DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 Information P Version 2.2 Fede 108- credi and i preve CPA when chan Ther § 179 4. CO Info Chie Utili City Privacy Policy eral regulation 159), includin itor” which pro implement pro ent, respond U procedures never significa nges to CPAU e are Californ 98.92. ONTACTS rmation Secu ef Information ties Departm y Attorney’s O y ns, implement ng the Red Fla ovides service ocedures for and mitigate s for potential ant changes t U identity theft nia laws which urity Manager n Officer: Rei ent: Auzenne Office: Kolling, ting the Fair a ag Rules, req es in advance an identity th potential iden identity theft to security im t procedures, h are applicab r: Patel, Raj < chental, Jona e, Tom <Tom Grant <Gran and Accurate quire that CPA e of payment eft program fo ntity theft of its will be review plementation or as approp ble to identity Raj.Patel@C athan <Jonath m.Auzenne@C nt.Kolling@Ci Credit Trans AU, as a “cov and which ca for new and e s customers’ wed independ n have occurre priate, so as to y theft; they ar CityofPaloAlto han.Reichent CityofPaloAlto tyofPaloAlto.o In Informa sactions Act o ered financia an affect cons existing accou Information. dently by the ed. The ISM w o conform to re set forth in .org> tal@CityofPal o.org org> City of nformation Te ation Security Pa 31 Janua of 2003 (Publi l institution or sumer credit, unts to detect, ISM annually will recomme this Policy. California Ci loAlto.org> Palo Alto chnology Services age 8 of 8 ary, 2013 c Law r develop , y or nd vil Code DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 f This Exhibit sh into by and be for the provisio In order to  people who patrons and City, as a c including, w subcontract services pro below, whi Statement o privacy of t information A “secure IT the City, in maintenanc continuity p and reliable integrated  managemen In the event the Require writing, on Requiremen satisfaction  Part A.   The Consult (a) Appo SO all be made a  etween the City on of Software assure the  o do business d other indiv condition of  without limit tors, if any, i ovider, shal le it render of Work, Ex he personal n security req T environme ncluding co ce processes planning; and e environm framework, nt devices, u t that, after  ements, the  e or more  nts” as set  of the Infor Requirem tant shall at  oint or desig OFTWARE  T part of the City y of Palo Alto (t e as a Service to privacy and  s with the C viduals and  receiving s tation, the S including, w l design, ins rs and perfo xhibit B, to   information quirements  ent” include onnection to s needed to s d (c) the IT i ent and se , including, upon which d the Effectiv Consultant  alternate  forth in Pa mation Secu ments:  all times dur gnate an em AS A SERV TERMS AN y of Palo Alto’s the “City”) an o the City (the  security of  ity, including businesses, services from Software as  without limita stall, provid orms the Se the extent  n of the City (the “Requir es: (a) the IT o the City' support the  nfrastructur rvice availa  without l digital netwo ve Date, the  shall promp countermea art B), whic urity Manage ring the term mployee, pre EXHIBIT "F" VICE SECU ND COND s Professional S “Agreement”) the person g, without li who are re m the City  a Service se ation, any In de, and mai ervices and  any scope o y’s custome rements”) se T infrastructu s IT system environmen re performa bility to th imitation, d orks operate Consultant ptly inform t asure optio ch may be  er (the “ISM m of any con eferably an  Doc URITY AND DITIONS  Services Agree d TRUEPOINT SOLUTIONS _____________________ ).  al informati mitation, ve equired to sh or selling g ervices prov nformation T ntain a sec furnishes g of work imp rs. The Cons et forth in Pa ure, by whic ms; (b) the nt, including nce monitor e City.  “IT data cente e.  reasonably  he City of it ns to the  accepted o ”).   ntract betwe executive o ument Versi D PRIVACY  ement or any o ___________ on of the C endors, utilit hare such in goods and s vider (the “C Technology  ure IT envir goods, if an plicates the  sultant shall art A below. ch the Servi e Consultan g disaster rec ring services T infrastruct rs, comput determines  ts determina Requiremen or rejected  een the City  fficer, as th City of Information on: V2.5 [11/ Doc: Info Pa   ther contract e _ (the “Cons City’s custom ty customers nformation w ervices to t Consultant”) (“IT”) infras ronment, de y, described confidentia l fulfill the d   ces are prov t’s operatio covery and b s to ensure a ture” refers ers, and d that it cann ation and su nts (the “A in the rea and the Con e security li Palo Alto n Security /01/2012] oSec 110 age 1 of 3 entered  ultant”)  mers and  s, library  with the  the City,  ) and its  tructure  escribed  d in the  ality and  data and  vided to  ons and  business  a secure  s to the  database  not fulfill  ubmit, in  Alternate  asonable  nsultant:  aison to  DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 the C (b) Prov Que to t impl adop anni majo (c) Have docu Man http http (d) Cond appr (e) Deve vers (f) Deve perf perm enab of it term (g)  Prov met  (h) Impl role‐ pers syste that  the d (i) Assis Serv impl and  (j) Prov conf (k) Depl patc secu (l) Prov inclu (m)  Not unau City with res vide a full an stionnaire (t the Require ementation pt as counte versary dat or changes t e adopted  umented, ar nagement Sy ://www.iso. ://www.iso. duct routine ropriate to t elop and m ions and pat elop an in orming prof mit verificati ble the imm ts employee minated.  vide a list of or has failed ement acce ‐base acces onnel, syste ems security would requ detection an st the City i vices’ enviro emented m secure IT ar vide and m fidentiality, i loy and mai h and/or rel urity patches vide for the uding on‐goi ify the City uthorized ac spect to the  nd complete the “Questio ements, as   plan of req ermeasures  e of this Ag o the IT infra and imple re accessible ystems (ISMS org/iso/hom org/iso/iso_ e data and  heir role.  aintain deta tch levels.   dependently fessional an ion of empl ediate denia es who no  f IT infrastru d to meet an ess accounta s control (“ ems and sof y approach t uire more th nd preventio n undertaki onment des easures in a chitecture.  aintain sec ntegrity and ntain IT sys lease levels  s must be ins  timely det ng incident  y within on ccess to or th Services to b e response t onnaire”) to and when  uired count in the perfo greement th astructure. emented in e to the City S) Standards me/store/cat _catalogue/c information ailed docum y verifiable nd criminal  loyees’ pers al of access  longer wo ucture comp ny objective  ability (ident “RBAC”) an ftware used  to restricting an one indiv on of fraud a ng annually  sign and de accordance w ure intersys d availability tem upgrad by not later  stalled withi tection of, r monitoring w e (1) hour  he misuse of be performe to the City’s o the ISM, an requested. termeasures ormance of t he Consultan nformation  y and confo s. See the fo talogue_tc/c catalogue_tc n security co mentation of e process,  background sonal identit to the City' uld require  ponents in o terms and c tification and d segregatio to provide  g access only vidual to co nd errors.   an assessm eployment  with industry stem comm y of the City's des, patches  than one (1 n 24 hours a response to with logging of detectin f the City's c Doc ed under thi s Supplier Se nd also repo . The respo s, which the  the Services nt shall rep security an orm to ISO 2 llowing:  catalogue_d c/catalogue_ ompliance t f the IT infr consistent  d checks of  ty and emp s confidenti  access to  order to ver conditions. d authentica on of dutie the Services y to authoriz mplete a se ment to assu are known y best pract munication  s informatio  and config 1) week afte after its date o, and the r g.   ng a securit onfidential d ument Versi s Agreemen ecurity and  ort any majo onse shall  City require s.  In additio ort to the C nd privacy  27001/2 – In detail.htm?cs _detail.htm? raining of it rastructure,  with indus its employ ployment sta ial data and  that inform rify whether ation) archit es (“SoD”) m s. “RBAC” re zed users. “S ecurity task i ure that: (1)   to the Ci ices applicab paths that  on.  urations con r its date of  e of release.  reporting of ty incident  data and inf City of Information on: V2.5 [11/ Doc: Info Pa t.   Privacy Asse or non‐confo include a  es the Consu on, as of the City, in writ policies t nformation  snumber=42 ?csnumber= ts personne including s stry standa yees that (1 atus, and (2 information mation or w  the Consult tecture and  mechanisms efers to a co SoD” is an a in order to p all element ity, and (2) ble to secure would ens nforming to release. Em   f security in that results ormation.  Palo Alto n Security /01/2012] oSec 110 age 2 of 3 essment  ormance  detailed  ultant to  e annual  ting, any  hat are  Security  2103  =50297  l that is  software  rds, for  1) would  2) would  n by any  who are  tant has  support  s for all  omputer  pproach  promote  ts of the  ) it has  e coding  sure the   current  mergency  ncidents,  s in the  DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24 (n) Infor (o) Perfo basis anni (p) Acco perf third Cons prac dete (q) Coop regu auth (r) Perfo Serv (s) Main earli thirt all of (t) Main data (u) Encr and  (v) Unle indir use,  inclu   Part B.       rm the City t orm securit s, and provid versary date ommodate,  ormance of  d party serv sultant’s an ctices, syste ection and re perate with  ulations, the horized third orm regular vices.  ntain record er terminat ty (30) days  f those reco ntain the Co a and inform rypt the Con or any autho ess otherwis rect or puni data or pro uding, witho Alternate that any thir y self‐audits de the requi e or any othe as practica random site vice provide nd its third  ms configu esponse.  the City to   Confidentia d party servic r, reliable se ds relating to tion of this A after the eff rds relating  onfidential I ation privac fidential Inf orized recipi se addressed tive damage ofits, arising ut limitation e Requireme rd party serv s on a regu ired summar er date agre ble, and up e security au r(s), as app party serv rations, acc ensure that al Informati ce provider’s ecured back o the Service Agreement  fective date  to the perfo nformation  cy laws, rules ormation be ient.  d in the Agr es whatsoev g out of or i n, IT infrastru ents:  vice provider lar basis an ry reports of eed to by the pon reason udits at the C licable. The vice provide cess authen t to the ext on will be a s personnel. ups of all da es for a perio and in a m of expiratio ormance of t in accordan s and regula efore deliver reement, sh ver includin n any way c ucture comm Doc r(s) meet(s)  nd not less f f those self‐ e Parties.   able prior  Consultant’s   scope of t er(s)’ aware ntication an tent required accessible o .  ata needed  od of three  utually agre on or earlier  the Services  nce with app tions.   ring the sam hall not hold g, without  connected w munications ument Versi all of the Re frequently t audits to the notice by t site(s), inclu these audits eness of se nd authoriza d by applica only by the  to maximiz (3) years aft eeable stora termination shall be pro plicable fede me by electro d the City li limitation, d with the Cit .  City of Information on: V2.5 [11/ Doc: Info Pa equirements than on a q e ISM on the the City, th uding the sit s will extend ecurity polic ation, and  able laws, ru Consultant  ze availabilit ter the expir ge medium n of this Agre ovided to the eral, state a onic mail to  able for any damages for ty’s IT enviro Palo Alto n Security /01/2012] oSec 110 age 3 of 3 s.  quarterly  e annual  he City’s  te(s) of a  d to the  cies and  incident  ules and  and any  ty of the  ration or  . Within  eement,  e ISM.  and local  the City  y direct,  r loss of  onment,  DocuSign Envelope ID: FF2182AA-C426-419D-BDE5-9AA78A023E24