HomeMy WebLinkAboutStaff Report 3622
City of Palo Alto (ID # 3622)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 4/15/2013
City of Palo Alto Page 1
Council Priority: Environmental Sustainability
Summary Title: Contract with OPower for Home Utility Reports
Title: Recommendation that City Council Approve a Contract with Opower
for the Provision of Home Utility Reports to Residents Comparing Energy and
Water Use
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommends that Council approve, and authorize the City Manager or his designee to
execute, the attached contract with Opower, Inc. (Attachment A) in the amount of $200,000
per year for a two year program (total over two years is $400,000) to provide Home Utility
Reports to residents that will compare energy and water use between the recipient and a
representative group of similar homes.
Executive Summary
To achieve the City’s long-term energy and water efficiency goals, many types of programs are
needed including information-based behavior modification programs that compare residents’
energy and water use to their neighbors.
Over the last two years, the Home Energy Reports delivered by Opower have resulted in
measurably reduced consumption of both electricity and natural gas for residents. That
contract ends in May 2013. In an effort to expand the current report format with higher value,
more integrated information and education for residents, staff sought vendors to deliver an
education/behavior program to save water, in addition to energy.
Opower partnered with Water Smart, a company currently providing consumption-based
informational reports to several water utilities, and proposed a two-step solution integrating
City of Palo Alto Page 2
the educational material for residents. Two other proposals were received, but neither met the
program requirements. The program included in the contract has been analyzed and is cost-
effective for saving energy and water. Staff recommends that Council approve this contract for
two years, at a cost of $200,000 per year.
Background
In June 2011, the Council adopted the 2010 Urban Water Management Plan (Staff Report
1688), which included water savings goals. In December 2012, the Council adopted aggressive
10-year electric and gas efficiency goals (Staff Report 3358).
Project Description
In order to achieve the long-term goals for electric and natural gas efficiency savings, the City of
Palo Alto Utilities (CPAU) developed a wide range of both in-house and contractor administered
programs. These programs are designed to have a wide portfolio of services for all types of
customers in as many cost-effective areas as possible. Three years ago, it became clear that a
new type of program to provide residents information on their energy use would help to
achieve higher efficiency goals. Programs would expand from the traditional lighting and
appliance replacements, which are primarily focused on home owners, to a broad range of
behaviors and sustainability activities that could be used by all residents.
On April 12, 2010 (CMR 191:10), a Home Energy Report (HER) program, funded by the Energy
Efficiency Community Block Grant through the American Recovery and Relief Act (ARRA) was
approved by City Council at a cost of $574,083 for project development and report delivery.
The program included 10 bi-monthly reports to residents that were designed to be provided by
mail, and by email when the customer provided that information. The vendor, Opower, Inc.,
provided a service to many utilities around the country that used utility usage information and
publicly available databases to compare residential electric and natural gas usage with 100
closely-situated, similarly sized homes that had the same heating type. Excluded from the
program for the first year was a control group of 1,000 residential customers, customers with
solar electric systems installed, residents who had only been in their dwellings for a short time,
residents with only one service (either electric or gas, but not both), and low income customers.
The energy usage of the control group was compared with that of participating residents. The
differences in the different consumption patterns were statistically analyzed, and savings were
verified by a third-party consultant to be 1.46% of residential electric use and 2% of natural gas
use. In addition to the verified energy savings, customer involvement in the program was high,
with only about 1% of the participants asking to be removed from the program. Hundreds of
other customers contacted CPAU to ask about the program and to request additional
information on efficient energy use.
City of Palo Alto Page 3
Due to the success of the program, the Council approved the First Amendment to the contract
in December 2011 (Staff Report 2215). This amendment authorized six additional reports over
an additional year at an additional cost of $250,000. In March 2012 Council approved the
Second Amendment to the contract (Staff Report 2514). At no cost, residents who wished to
compare their historic energy data with “friends” on Facebook were able to request that their
energy data be downloaded to their personal Facebook page. Participants are able to view
their own energy use and see aggregate comparisons and compare to Facebook “friends” who
are also participating in the HERs program, whether or not those friends are in Palo Alto.
In order to achieve the updated long-term energy efficiency goals, a residential behavioral-
based program was included in the portfolio of program offerings. The natural gas utility, in
particular, depends in a large part on residential behavioral changes to achieve these efficiency
goals.
Request for Proposals (RFP) Process
An RFP for a Home Energy Use Behavior Modification Program was released on November 21,
2012, with a closing date of December 18, 2012. The RFP requested behavior modification
programs for residents, preferably addressing electricity, natural gas and water reduction
strategies. Of the four proposals received, the two, from Opower, Inc. and Water Smart, were
superior to the others. The vendors proposed to jointly provide energy and water information
at an annual cost lower than under the previous contract, which provided solely energy
information.
Scope of Work and Timeline of the Proposed Contract
The program will continue to deliver an opt-out behavior modification program to enhance
energy efficiency from residential customers in Palo Alto. The program provides residents with
a letter (or email, depending on personal preference) that compares energy usage and provides
normative information on how others with similarly sized and heated homes use utilities. The
program has provided cost-effective electric and gas savings. In addition, innovative
neighborhood comparisons, promotional information and social media integration have proven
effective at reducing energy use among residential programs.
The program will add water savings to the reports in two phases. During the first year in the
first phase of the program, residents will receive quarterly mailed or emailed energy
comparisons followed by a water comparison the following month. The Opower and Water
Smart efforts on reporting and the customer dashboard on the web portal will be coordinated
over the first year to allow a more integrated view of utility consumption. In addition, Opower
and Water Smart will work with City staff to develop innovative ways to move as many
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residents as possible from paper to emailed reports, while providing more targeted tips and
recommendations to recipients of the reports. At the start of phase 2 of year two, residents
will receive a complete Home Utility Usage Report (energy and water). For email recipients,
information can be updated monthly, as meters are read.
Opower and Water Smart will continue to work with staff and third-party program evaluators
to ensure that energy and water savings are appropriately tracked and reported. This will assist
greatly in meeting energy efficiency targets and water use reductions by 2020, as required by
state law and local Council policies.
Resource Impacts
Funds for this program are included in the FY 2013 Demand Side Management budgets in the
electric, natural gas and water operating funds.
Policy Impacts
The recommendation is consistent with Council policy and supports the electric and natural gas
efficiency goals approved by City Council in December 2012, as well as the water consumption
targets set in the Urban Water Management Plan, adopted in June 2011.
Environmental Review
Authorization of the contract with Opower, Inc. does not meet the definition of a project
pursuant to Section 21065 of the California Environmental Quality Act (CEQA), thus, no
environmental review is required.
Attachments:
Attachment A: Contract and Attachments with Opower (PDF)
Opower Draft – 03.29.2013
CONFIDENTIAL
Professional Services
Rev. Nov. 1, 2011
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CITY OF PALO ALTO CONTRACT NO. C13148185
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND OPOWER, INC.
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of , 2013, (“Agreement”) by
and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”),
and OPOWER, INC., a Delaware corporation, located at 1515 N. Courthouse Road, 8th Floor,
Arlington, VA 22201 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to provide a home reporting platform for residential customers to identify
energy and water savings (“Project”) and desires to engage a consultant to design, implement and
maintain a program in connection with the Project, as described in a Scope of Work (“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 in
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 September 1, 2015
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. Subject to delays arising out of an act or omission of CITY or any
other circumstance outside of the reasonable control of CONSULTANT, CONSULTANT shall
complete the Services within the term of this Agreement and in accordance with the schedule set
forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times
for performance are not specified in this Agreement shall be commenced and completed by
Professional Services
Rev. Nov. 1, 2011
2
C13148185
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”, including both payment
for professional services and reimbursable expenses, shall not exceed [four hundred thousand]
Dollars ($[400,000]) and is set forth in Exhibit “C”.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed
without the prior written authorization of CITY. Additional Services shall mean any work that is
determined by CITY to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services described in Exhibit “A” and is described in a mutually-agreed
amendment or Scope of Work executed by CONSULTANT and CITY (each, together with Exhibit
“A”, a “Scope of Work”).
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit invoices to
the CITY describing the services performed and the applicable charges (including any reimbursable
expenses), based upon the CONSULTANT’s payment schedule attached to Exhibit “C”). 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 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.
SECTION 7. COMPLIANCE WITH LAWS. Except to the extent that CITY bears responsibility
for compliance with applicable law, delivering notices and obtaining consents as specified in Exhibit
E, 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.
Professional Services
Rev. Nov. 1, 2011
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C13148185
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and
all errors, omissions, or ambiguities in the work product submitted to CITY that constitute a material
failure of CONSULTANT to comply with this Agreement, provided CITY gives notice to
CONSULTANT. If, with respect to construction projects, CONSULTANT has prepared plans and
specifications or other design documents to construct the Project, CONSULTANT shall be obligated
to correct any and all errors, omissions or ambiguities discovered prior to and during the course of
construction of the Project. This obligation shall remain in effect during the term of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%)
of the CITY’s stated construction budget, CONSULTANT shall make recommendations to the CITY
for aligning the PROJECT design with the budget, incorporate CITY approved recommendations,
and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement CONSULTANT, and any person employed 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 the 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, except to a purchaser of
substantially all of CONSULTANT’s assets or shares or a successor by merger that commits to
CITY in writing to be bound by the terms of this Agreement (an “Acquisition Event”). However, in
the event that CONSULTANT assigns or transfers this Agreement following or in connection with
an Acquisition Event, CITY shall have the right to terminate this Agreement upon five business days
written notice to CONSULTANT. 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.
Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the
Services. The subconsultants authorized by CITY to perform work on this Project are those used by
consultant in its normal course of business, including, but not limited to, those performing printing,
mailing, data storage and other data services, as well as WaterSmart Software.
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 of subconsultants. 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, or with 30 days prior written notice to, the city manager or his designee.
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SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign the individual(s) designated
in the Scope of Work to have supervisory responsibility for the performance, progress, and execution of the
Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause
the 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 from CITY premises 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.
The City’s project manager is Joyce Kinnear, Utilities Department, Marketing Division, 250 Hamilton
Avenue, Palo Alto, CA 94303, Telephone (650)329-2652. The project manager will be CONSULTANT’s
point of contact with respect to performance, progress and execution of the Services. The CITY may
designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Refer to Exhibit "E", which is incorporated by
reference herein and forms a part of this Agreement, for complete terms and conditions of OPOWER
Licensing Agreement.
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, except to the extent
CONSULTANT is bound by legal obligation to delete such records (including under Section 19.3 of this
Agreement) at an earlier time.
SECTION 16. INDEMNITY; LIABILITY.
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
attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in
any manner related to third party claims arising from the breach by CONSULTANT, its officers, employees,
agents or contractors, of CONSULTANT’s obligations under this Agreement.
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.
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.
16.4 EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN THIS
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AGREEMENT, THE SERVICES, THE CONSULTANT CONTENT, THE THIRD PARTY CONTENT
(AS SUCH TERMS ARE DEFINED IN EXHIBIT “E”) AND ALL OTHER DATA, MATERIALS, OR
INFORMATION PROVIDED BY CONSULTANT ARE PROVIDED “AS IS,” AND CONSULTANT
DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS OR IMPLIED.
16.5 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
REGARDLESS OF THE NATURE OF THE CLAIM. THE CUMULATIVE LIABILITY OF ONE PARTY
TO THE OTHER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT WILL
NOT EXCEED THE FEES PAID TO OPOWER BY CITY DURING THE 12-MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS
INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS
AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
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 or greater insurance coverage levels.
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 reasonable approval of CITY’s Risk
Manager in customary form (provided that the form of insurance certificate provided to CITY prior to the
date hereof is deemed approved) 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
Purchasing Manager during the entire term of this Agreement.
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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, but subject to Section 16, 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.
19.1. The City Manager may terminate this Agreement, with cause, upon notice to
CONSULTANT if CONSULTANT has breached a material obligation of this Agreement and has failed to
cure such breach within thirty (30) days of receipt from CITY of written notice of such breach. 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. The City Manager will notify CONSULTANT of any
such non-appropriation of funds as soon as reasonably practicable. Upon the effectiveness of either mode of
termination, 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 material
failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City
Manager immediately any and all CONSULTANT Utility Usage Reports (as defined in Exhibit “E”) printed
but not mailed prior to termination, and delete all CITY Data (as defined in Exhibit “E”), given to
CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become
the property of CITY, subject to Exhibit “E”.
19.4. Upon such 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 termination; provided, however, if this Agreement is terminated on
account of a default by CONSULTANT (pursuant to Section 19.1), CITY will be obligated to compensate
CONSULTANT only for that portion of CONSULTANT’s services which conform to the requirements of
this Agreement.. 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:
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To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no
interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in
any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will
not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no
person who has or will 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 the 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 the 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:
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All printed materials provided by Consultant to City generated from a personal computer and
printer including but not limited to, proposals, quotes, invoices, reports, and public education
materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer
content paper, unless otherwise approved by the 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.
Goods purchased by Consultant on behalf of the City shall be purchased in accordance with
the 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 Office.
Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the
City, for reuse or recycling. Consultant shall provide documentation from the facility
accepting the pallets to verify that pallets are not being disposed.
This Section 23 shall not apply to printed material required to be delivered to CITY utility
customers as part of the Services.
SECTION 24. NON-APPROPRIATION
24.1. 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 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. 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.
25.3. 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.
25.4. This document represents the entire and integrated agreement between the parties and
supersedes all prior negotiations, representations, and contracts, either written or oral. This document may
be amended only by a written instrument, which is signed by the parties.
25.5. 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.
25.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement
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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.
25.7. 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.
25.8 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 as promptly as practicable 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.
25.9 Except with respect to payment obligations hereunder, if a party is prevented or
delayed in performance of its obligations hereunder as a result of circumstances beyond such party’s
reasonable control, including, by way of example, Internet access outside of CONSULTANT’S control, war,
terror, riot, fires, floods, epidemics, failure of public utilities or public transportation systems, or acts or
omissions of governmental bodies, such failure or delay will not be deemed to constitute a breach of this
Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as
soon as reasonably practicable after the termination of the relevant circumstances causing such failure or
delay, provided that if such party is prevented or delayed from performing for more than 90 days, the other
Party may terminate this Agreement upon 30 days’ written notice. CONSULTANT shall be excused from
any delay in performing or failure to perform any of its obligations under this Agreement as a result of the
acts or omissions of CITY or other parties outside of CONSULTANT’s control.
25.10 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.
25.11 This Agreement may be signed in multiple counterparts, which shall, when executed by
all the parties, constitute a single binding agreement
10
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
Senior Asst. City Attorney
OPOWER, INC.
By:___________________________
Name:_________________________
Title:________________________
Attachments:
EXHIBIT “A”: SCOPE OF WORK
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “D”: INSURANCE REQUIREMENTS
EXHIBIT “E”: OPOWER SOFTWARE AS-A-SERVICE TERMS
EXHIBIT “F”: CPAU SOFTWARE AS A SERVICE SECURITY AND PRIVACY TERMS AND
CONDITIONS
11
Attachment A
Statement of Work
This Statement of Work (“Statement of Work”) is entered into pursuant to and forms a part of the Agreement, is effective
as of the date of the Agreement and shall continue in effect until [___________] unless terminated earlier in accordance
with the Agreement. Capitalized terms used but not defined in this Statement of Work have the meanings assigned thereto
in the Agreement.
The fees associated with the services provided in this Statement of Work are set forth in Attachment A-2, and shall be
payable in accordance with the Agreement.
ABOUT OPOWER’S SERVICES
Opower offers a Software-as-a-Service (SaaS) platform with the following characteristics:
Ready-made content: Opower’s services and platform are ready-made and built upon standard templates enabling
efficient Program implementation. The templates cannot be altered unless this Statement of Work (or another Statement
of Work executed by the parties) expressly provides for customization. Customizations outside the scope of this
Statement of Work or changes to this Statement of Work must be approved by Utility and Opower in an executed Change
Order or similar amendment and may require additional fees.
Ongoing enhancement: Opower continually seeks to improve its platform and services by leveraging its insight and
experience working with over 70 Utility partners. Opower may suggest new approaches to further Utility Program
objectives and implement enhancements to its SaaS platform over-time.
The services to be provided under this Statement of Work are described in detail below. For purposes of this document
only, “Program” shall mean the services to be provided by Opower pursuant to this Statement of Work.
BEHAVIORAL ENERGY SAVINGS PROGRAM
Opower and Utility will work together to continue a behavioral energy savings Program, in the same manner and
according to the same specifications that were followed (except as expressly stated herein) under Contract (C10134341),
dated as of May 3, 2010, between Utility and Opower, that targets up to 20,000 Utility electric and gas customers to
receive access to Opower Energy Reports and access to the Opower Website Portal (“Designated Customers”).
In addition to the behavioral energy savings program, Opower will work with a third-party contractor to provide water
reporting services to up to 20,000 Utility customers. The services to be provided are described in section 5 and
Attachment A-2 of this SOW.
The behavioral energy savings Program is described herein as the “HER Program” and the water reporting services
program is described herein as the “WaterSmart Program.” The provisions set forth in Sections 1 to 4 and Exhibit A-1 of
this SOW relate solely to the HER Program.
12
Program Offerings
The HER Program includes Opower’s:
Printed Home Energy Reports (HER)
Email Home Energy Reports
Customer Web Portal
Customer Service Application
Social Application
See the Product Glossary, Attachment A-1, for more information on the above HER Program offerings.
HER Program Scope
The following table summarizes the number of Designated Customers to be targeted during the HER Program.
Customer Channel Number of Designated Customers*
HER Program Year 1** HER Program Year 2
Customer Web Portal Up to 20,000 Designated
Customers
Up to 20,000 Designated
Customers
Home Energy Report
(Print)
Up to 20,000 @ 4 reports per
Designated Customer
Up to 20,000 @ 4 reports per
Designated Customer
Home Energy Reports
(EMAIL)
Up to ~5,000 customers @ 12
emails per Designated
Customer
Up to ~5,000 customers @ 12
emails per Designated
Customer
Social Energy
Application All Utility customers (opt-in) All Utility customers (opt-in)
CSR Application All Utility CSRs All Utility CSRs
*Note: The actual number of Designated Customers may be affected by attrition, opt-outs, customer eligibility and data
availability. Otherwise, the number of Designated Customers targeted to receive Home Energy Reports or access to the
Website Portal as set forth in the table above and the pricing there of set forth in Exhibit A-2 may be modified only
pursuant to an amendment to this Statement of Work or a new change order signed by Utility and Opower.
** Program Year 1 is estimated to commence in July 2013, with timing of refill work (described in Section 4) to be agreed
with Utility following contract signature, however the timing of the refill work shall not affect the associated payment
schedule.
13
HER PROGRAM IMPLEMENTATION
Data will be provided to Opower in the same manner and according to the same specifications that were followed under
the Contract (C10134341), dated as of May 3, 2010, between Utility and Opower. Opower's data transfer specifications
(titled "Opower Data Transfer Standards" have been provided to CPAU prior to the date hereof). In addition, the
following provisions shall apply:
Web Portal Support: Opower supports the current major release, plus the previous major release, for the Internet
Explorer, Firefox, Chrome and Safari browsers. The Web Portal, Customer Service Interface and other web sites
maintained by Opower may not perform properly in other web browsers and older releases of supported web browsers.
Opower will implement a Utility promotional module on up to 2 Home Energy Reports per customer per year. This
type of module can be used for targeted marketing of EE, Demand Response and other Utility programs, including new
rate pricing plans. Opower will work with Utility to determine module content. Opower will design and Utility will
approve module content. The module gives Utility the ability to run one program promotion module in any of the
"swappable" Home Energy Report slots. Only one promotion per Home Energy Report can be run at any one time.
HER PROGRAM RESULTS & EVALUATION
Opower will deliver HER Program results to Utility on a quarterly basis.
Reporting will include:
Each quarter, Program information delivered via email or the internet containing:
Subscription metrics, including:
Number of Designated Customers in the program
Number and rate of opt-outs
Energy savings (percent and absolute) by month and quarter. The first results will not be available until
after 3 full months of Home Energy Report generation has occurred.
Website usage statistics, including:
number of visitors, page-views and accounts created
average time on site
number of tip actions and commitments made
In addition to standard reporting, Opower will also provide results on "smart metrics" (e.g., Neighbor
comparison status, Neighbor rank quintile) as they become available.
HER PROGRAM REFILL SCHEDULE
Opower anticipates refilling the current Program to meet the targeted 20,000 Designated Customers. This will take 9
weeks to deploy, with timing to be agreed between Utility and Opower upon contract signature. The total time required to
deploy the refill will depend on whether additional time is required for Utility to complete additional tasks (such as
independent user acceptance testing), and whether more than one approval party is required. Opower will work closely
with Utility to establish firm dates to replace approximations by the time of the refill kickoff.
14
Refill assumptions
In addition to any assumptions noted above, the program refill activities and schedule assume:
New Designated Customers’ initial Home Energy Report will include an accompanying Welcome Insert
As of the program refill kickoff, Utility will assign technologically-qualified professionals with knowledge of
Utility’s billing and other related systems to conduct the work required in support of the Program.
WATERSMART IMPLEMENTATION
Working with its subcontractor, WaterSmart Software, Inc. (“WaterSmart”), Opower will provide water reporting services
in the form of the WaterSmart Platform to up to 20,000 residential customers. Details regarding such services are set out
in Exhibit A-2. Utility acknowledges and agrees that the WaterSmart Program and the HER Program are separate and
distinct (including but not limited to: website, paper reports and email communications) and do not link in any meaningful
way. Accordingly, the platforms are not integrated into one another, and there is no assurance each of the platforms’ user
experience, log-in and access protocols, deployment and support methodologies or similar matters will be similar or
integrated. In addition, Opower will lead co-ordination with WaterSmart so that the timing of communications sent for
each Program is optimized.
ADDITIONAL OBLIGATIONS
Utility will provide to Opower all documentation and data reasonably requested by Opower to allow Opower to perform
the services specified in this Statement of Work.
Utility is responsible for obtaining such consents from its customers as may be required by applicable laws, rules and
regulations or Utility’s policies for Opower to contact Utility’s customers through each communication channel specified
in this Statement of Work (e.g., direct mail, email and outbound telephone calls). Utility’s inability to obtain such
consents may delay the Program or limit the availability of such communication channels.
Opower will be excused from any delay in performing or failure to perform any of its obligations under this Statement of
Work as a result of the acts or omissions of Utility or any governmental authority, including changes in applicable laws,
rules or regulations.
15
SOW Exhibit A-1
OPOWER PRODUCT GLOSSARY
This glossary provides a high-level description of the Opower platform. It indicates features that require AMI
and rate data. There may be additional third-party and historical data requirements for some features. Consult the
more detailed Opower “Technical Briefs” to learn more, in particular:
Opower Web Portal Technical Brief
Opower Reports Technical Brief
Web Portal
The Opower Web Portal allows customers to explore their energy usage in detail and receive energy efficiency
information. A normative comparison provides a comparison between the customer, their efficient neighbors and
all of their neighbors. A customer can set a commitment to reduce their consumption, see comparisons between
their bills and explore an interactive time series data display of their billing periods that fall into the last 12
months. A library of energy recommendations and an Energy Questionnaire (audit) help customers learn how to
reduce their energy consumption.
Customer Service Interface
The Customer Service Interface (CSI) provides Customer Service Representatives (CSRs) with information to
address customer requests regarding the Opower platform. The CSI is available with standalone account
management, or CSRs can use their existing utility credential to log into the application via a SAML Single Sign
On implementation, if available.
Printed Home Energy Reports
Printed reports are paper reports sent to a customer’s home via the mail. They include a normative comparison
that compares a customer to all neighbors and efficient neighbors. Configurable introductory and promotional
modules may also be included.
Email Reports
Email reports are designed specifically to engage recipients via the email channel. They include a normative
comparison that compares a customer to all neighbors and efficient neighbors. Configurable introductory and
promotional modules may also be included.
16
SOW Exhibit A-2
WaterSmart Program
Executive Summary
WaterSmart Software’s (“WaterSmart”) mission is to help water utilities make it easier for their residential
customers to conserve water. WaterSmart will deploy the WaterSmart to Utility in the manner described in this
Exhibit A-3.
In support of the WaterSmart Program, WaterSmart will employ water use reports (the “Home Water Report”
or “Report”) and Web-based applications. WaterSmart will launch Web-based applications that Customers and
Utility staff can access at their convenience, referred to respectively as “WaterInsight Portal” and “Water
Efficiency Dashboard” Web applications. The aforementioned Reports and Web-based services may present
customer-specific water use data and comparisons and customized water saving recommendations.
WaterSmart will send print Home Water Reports to up to 20,000 enrolled accounts. Each account will receive up
to four (4) Home Water Reports per year, for a total of up to 80,000 Reports annually. WaterSmart will deliver
Home Water Reports via email to accounts that register on the WaterInsight Portal.
The Program’s goals are to reduce annual water usage and increase customer engagement.
1. Scope of Work
Utility will designate a single point of contact to oversee the completion of the tasks assigned to Utility and
approve all materials. Utility’s contact will work with the assigned WaterSmart project manager to ensure the
successful implementation of this program.
1.1 — Participant Selection
WaterSmart will randomly select an initial set of up to 20,000 participants to be enrolled in the Program. The
initial participants will receive Home Water Report(s) and WaterInsight Portal access. Additionally, WaterSmart
will select a randomized control group consistent with the minimum control group size required to measure
program results. This group will not receive any communications from WaterSmart, including Home Water
Reports or access to the WaterInsight Portal.
All enrolled households initially will be sent print Home Water Reports by mail. WaterSmart will begin to send
email Home Water Reports as accounts register online at WaterSmart’s WaterInsight Portal with valid email
addresses.
1.2 — Participant Exclusions
WaterSmart expects to exclude certain households from the initial set of accounts, including based on the
following criteria:
17
Zero Reads — residences with more than one meter read of 0 gallons over the last 2 years
Suspect Data — accounts that have at least one data point over the last 2 years that is considered to be so
inaccurate or abnormal as to preclude its inclusion in the study.
Incomplete or No Data — residences that have incomplete or no meter read records over the last 2 years
Non Resident Homeowners — residences whose billing and service addresses do not match, frequently
indicating non-resident homeowners and rent-occupied properties where there is less of an incentive for
implementing water efficiency measures
Inactive Accounts — accounts with no active water service connection
2. Program Implementation
2.1 — Print Home Water Reports
WaterSmart will produce and print customized Home Water Reports to separately mail to each Customer.
Initially, WaterSmart will send print Reports to up to 20,000 single-family accounts for a total of up to four (4)
Reports per household per year. WaterSmart will send up to 80,000 total print Home Water Reports per year.
Each of the print Reports will contain the design and content as outlined in Appendix A.
2.2 — Email Home Water Reports
WaterSmart will send email Home Water Reports to households as they register on the WaterInsight Portal. Each
email Home Water Report will contain the design and content as outlined in Appendix B.
2.3 — Customer Service Support
Utility shall have the primary responsibility for providing customer service to its Customers. WaterSmart will
provide a list of Frequently Asked Questions to both enrolled Customers and Utility staff to facilitate this process.
WaterSmart also provides the Customer Support section within the Water Efficiency Dashboard, which is
designed to help customer service representatives respond to Customers.
WaterSmart will provide service and support to Utility’s staff regarding their technical questions about
WaterSmart’s WaterInsight Portal and Water Efficiency Dashboard Web applications and Home Water Reports
between the hours of 8 a.m. and 5 p.m. PST, +415-789-6061 on Monday thru Friday, excluding federal holidays.
Utility may direct all technical questions during and outside of business hours to
support@watersmartsoftware.com. For issues arising after hours, WaterSmart will address those questions the
following business day. For clarity, this does not include questions related to hardware, software, third party
services, or other technical questions beyond the specific scope of the WaterInsight Portal Web application,
Water Efficiency Dashboard or Home Water Reports.
WaterSmart’s project manager will work with Utility’s primary contact to assist in addressing additional customer
issues. All inquiries from Utility customers outside the scope indicated above, including without limitation
questions about water data, will be directed to Utility.
18
2.4 — Marketing and Advertising
Utility agrees to promote registration for the WaterInsight Portal through its communication tools, including but
not limited to, an introductory letter promoting the WaterSmart Program, its website, bills, bill inserts and
newsletters.
Utility agrees to allow WaterSmart to use Utility’s name in promotional materials including, but not limited to, a
name and logo listing on the corporate website of WaterSmart and in press releases and in conversations with the
public, investors, partners and media.
3. Format and Design of Web-Based Applications and Reports
3.1 — Design
All of the customer-facing materials that WaterSmart develops for Utility, including the print and email Home
Water Reports and the WaterInsight Portal, are based on existing WaterSmart product templates. These materials
will be white-labeled with Utility’s name and logo. Content and design of all materials are subject to change over
time, as WaterSmart incorporates new features.
The format, design and content of print and email Home Water Reports will be based on existing WaterSmart
documents, current versions of which are shown in Appendices B1 and B2, respectively.
The WaterInsight Portal Web application design will be based on WaterSmart’s existing portal, a current version
of which is shown in Appendix B3.
The Water Efficiency Dashboard design will be based on WaterSmart’s existing online utility dashboard, a
current version of which is shown in Appendix B4.
Every page on the WaterInsight Portal will include a link to WaterSmart’s privacy policy and terms and
conditions. Such files will be located on the Utility’s WaterInsight Portal server.
The utility-facing Water Efficiency Dashboard features WaterSmart branding. Dashboard pages may include a
credit to WaterSmart (including the WaterSmart logo), a link to the WaterSmart Web site, and a link to
WaterSmart’s privacy policy and terms and conditions.
3.2 — Customization of Home Water Reports & Web Applications
WaterSmart provides a SaaS (Software-as-a-Service) solution. The Home Water Reports provided by
WaterSmart, in coordination with Utility, shall contain features such as illustrated in Appendix B1.
Product content may be customized to the extent permissible by the SaaS platform, at Utility’s option, at the start
of the program. Utility has some flexibility to add or substitute content, as applicable to the then current design
of the Home Water Report, which will be outlined during the implementation phase – such as availability and/or
value of the Utility’s incentive/rebate programs.
19
The WaterSmart project manager will assist Utility in customizing this content at the start of the Program. The
first year’s Home Water Reports will be generated from the initially approved content. No additional approvals
will be required over the course of the year. If reports are halted for any reason, permission from Utility and
Opower will be needed to re-start sending.
4. Web Applications
4.1 — WaterInsight Portal and Water Efficiency Dashboard
WaterSmart will launch the WaterInsight Portal and Water Efficiency Dashboard Web applications prior to the
delivery of the first Home Water Reports. WaterSmart will update the Web applications on a monthly basis,
contingent upon Utility’s delivery of the required data files for each billing period.
4.2 — WaterInsight Portal url
The WaterInsight Portal Web application provided by WaterSmart shall be accessible to all enrolled accounts.
The WaterInsight Portal Web application initially shall be assigned the following URL address:
http://[CityofPaloAltoUtilities].watersmartsoftware.com
Any additional URLs as mutually agreed upon by both parties also may be implemented. Additional costs may
be incurred if WaterSmart is requested to register a new domain name.
4.2 — Water Efficiency Dashboard
The Water Efficiency Dashboard Web application, provided by WaterSmart and viewable only by Utility staff,
shall contain content such as illustrated in Appendix B4.
5. Data Specifications, Procurement, Security and Transfer Protocols
5.1 — Data Specifications & Transfer Protocols
WaterSmart will work with Utility to provide file specifications that maximize the ease of data extraction on
Utility’s behalf and optimize the process of data integration on WaterSmart’s behalf.
In general, the Utility will provide two files, one that describes residences and accounts (“the Residence File”)
and another that details consumption history and billing amounts (the “Consumption File”).
In the Residence File, WaterSmart will request such fields as, but not limited to:
Account Number
Account Sequence Number
Property APN, where available
20
Meter Size
Service Address
Billing Address
Customer Name
Customer Email, where available
In the Consumption File, WaterSmart will request, for at least the last two years, but ideally for five to ten years
in the past, such fields as, but not limited to:
Account Number
Account Sequence Number
Meter I.D. (serial number)
Current Meter Read
Previous Meter Read
Days in Billing Cycle
Consumption
Bill and water allocation details as mutually agreed
The above list of fields is intended to serve as an example. During the project kickoff process, WaterSmart and
Utility will work together to discuss the ramifications of the presence or absence of data in the feeds.
WaterSmart will provide Utility with a private, password-protected FTP destination for regular delivery of the
data. This FTP site will be hosted on WaterSmart’s server infrastructure.
The data transfer process for the WaterSmart Program is separate and distinct from the data transfer process for
the HER Program. Data for the WaterSmart Program will be sent directly to WaterSmart via WaterSmart’s
standard methods as described herein.
6. Implementation Meetings
At the start of the Program, WaterSmart will conduct an in-person initial implementation meeting with Utility.
The standard training will orient Utility staff involved in the Program with the Reports and Web Applications.
WaterSmart suggests Utility include a representative from each functional group that will be involved with the
implementation of the program. Additional training may be available subject to the mutual agreement of the
parties and may require additional compensation.
Prior to launch, WaterSmart recommends weekly phone calls or in-person meetings to review progress and open
items.
Following initial implementation, WaterSmart will meet with Utility to report on program results alongside
Opower according to the schedule described above in Appendix A: Section 3: “HER Program Results and
Evaluation.”
21
7. Project Management
In order to ensure adherence to the agreed-upon schedule and budget WaterSmart will designate an individual to
serve as a Project Manager, who will, among other responsibilities:
Organize initial project kickoff meeting
Monitor the status of all deliverables
Provide regular project status report updates
Prepare meeting agendas (including input from Utility)
Monitor engagement rates and message effectiveness
Communicate project feature requests to WaterSmart team
WaterSmart Project Team
Project Management: Peter Yolles
IT and Analytics Program Management: Doug Flanzer
Engagement Manager: Ora Chaiken
Program Reporting
WaterSmart will co-ordinate with Opower to present results on a quarterly basis, as part of Opower’s Program
results reporting. WaterSmart’s reporting metrics will be defined through the implementation phase.
22
Exhibit B
Schedule
Implementation Schedule
WaterSmart proposes the following indicative schedule to complete all work required to launch the Program.
The dates listed below represent the number of weeks from the date of a signed Professional Services Agreement
between WaterSmart and Utility.
Description Dates
Step 1: Finalize our Partnership
Identify staff involved & clarify roles
Schedule weekly status calls
Complete Pre-Launch Questionnaire
Weeks 1 - 4
Step 2: Share Your Data
Export water consumption & residence data to WaterSmart
Export program participation data to WaterSmart
Export existing rebate/incentive program information
Finalize the participation & control groups
Weeks 3-9
Step 3: Approve the Content
Approve written copy of water-saving recommendations
Approve any Utility-specific or special promotions
Approve the welcome letter (if selected)
Approve the Customer Insight Survey (if selected)
Approve the envelope messaging and email subject lines
Weeks 3-9
Step 4: Implementation
Implement Product
Quality Assurance and Testing
Weeks 10-14
Step 5: Train Your Team
WaterSmart will train your customer service representatives
WaterSmart will prepare Utility staff to answer frequently asked
questions about the Program
WaterSmart will teach your conservation team to use the Water
Efficiency Dashboard
Weeks 14-16
The following appendices are provided as illustrative examples.
23
Appendix B-1 — Print Home Water Report
24
Appendix B-2 — Email Home Water Report
25
26
Appendix B-3 — WaterInsight Portal
27
Appendix B-4 — Water Efficiency Dashboard
Professional Services
Rev Nov. 1, 2011
18
C13148185
Exhibit C
Compensation
Utility shall pay Opower $77,560 upon execution of this Order Form. Opower will invoice Utility for such
amount upon execution of this Order Form. Thereafter, Opower will invoice Utility for each payment set forth
in the table below at least 30 days prior to each Payment Due Date set forth in the table below, and Utility will
pay each such invoice on or before the applicable Payment Due Date. Total contract is not to exceed $400,000
for two years.
Payment notes:
Print Management, Printing & Mailing: Fee calculation for Print Management, Printing & Mailing is based upon one-page double-sided 8.5” by 11” Home Energy Reports delivered via USPS standard mail at applicable freight and postage prices. Opower may increase the fees by not more than an amount equal to any rate increase attributable to a change of mail classification by USPS and/or the percentage increase of the USPS rate at the applicable mail classification. Additional services may be subject to additional Fees as quoted by Opower. All Fees are non-refundable except as expressly provided herein.
Program Year 1 Payment due dates:Contract
Signature
Program
Launch
Launch +
3 mos
Launch +
6 mos
Launch +
9 mos
Year 1
Total
Set up & Configuration $25,000
Program License & Fees $42,200
Print & Mail Fees $12,200 $12,200 $12,200 $12,200
Total $67,200 $12,200 $12,200 $12,200 $12,200 $116,000
Program Year 2 Payment due dates:Launch +
12 mos
Launch +
15 mos
Launch +
18 mos
Launch +
21 mos
Year 2
Total
Set up & Configuration $0
Program License & Fees $79,560
Print & Mail Fees $12,200 $12,200 $12,200 $12,200
Total $91,760 $12,200 $12,200 $12,200 $128,360
$244,360
Program Year 1 Payment due dates:Contract
Signature
Program
Launch
Launch +
3 mos
Launch +
6 mos
Launch +
9 mos
Year 1
Total
Set up & Configuration $10,360
Data Processing $2,000 $2,000 $2,000 $2,000
Print & Mail Fees $17,910 $15,910 $15,910 $15,910
Total $10,360 $19,910 $17,910 $17,910 $17,910 $84,000
Program Year 2 Payment due dates:Launch +
12 mos
Launch +
15 mos
Launch +
18 mos
Launch +
21 mos
Year 2
Total
Set up & Configuration $0
Data Processing $2,000 $2,000 $2,000 $2,000
Print & Mail Fees $15,910 $15,910 $15,910 $15,910
Total $17,910 $17,910 $17,910 $17,910 $71,640
$155,640
Grand Total:
Grand Total:
Opower Program Payment Table
WaterSmart Program Payment Table
Professional Services
Rev Nov. 1, 2011
19
C13148185
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:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, 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
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.
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.
Professional Services
Rev Nov. 1, 2011
20
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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, CONSULTANT OR THE ISSUING COMPANY
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 CONTRACTOR SHALL PROVIDE CITY AT LEAST A FIVE (5) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
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EXHIBIT “E”
OPOWER LICENSING AGREEMENT AND SOFTWARE-AS-A-SERVICE TERMS
1. DEFINITIONS. Certain capitalized terms used in Exhibit, not
otherwise defined in the Agreement, shall have the meanings set forth
below.
1.1 “Administrative User” means an employee or contractor of CITY
to whom CITY has assigned a unique identification number for access
to the CONSULTANT Customer Service Application and the
CONSULTANT Website Portals for CITY’s own use as specified in a
Scope of Work.
1.2 “Brand” means any trademarks, service marks, trade names,
domain names, logos, business names, product names and slogans,
and all registrations and applications for registration thereof owned by
or licensed to a Party or to which the Party has rights.
1.3 “Customer” means any current or former CITY utility customer.
1.4 “CITY Data” means any data or information supplied by CITY to
CONSULTANT under this Agreement, including Personal Information
provided by CITY to CONSULTANT. CITY Data excludes
CONSULTANT Content and Third Party Content.
1.5 “CONSULTANT Analytics” means any data or information
collected or processed by CONSULTANT under this Agreement and
the results and data from any analysis, calculations, or processing
thereof, which shall in no event include Personal Information.
1.6 “CONSULTANT Content” means (i) all content, including any text,
copy, images, graphics, designs, photos, video, sound, works of
authorship, data, statistics, analyses, forecasts, and any similar
information that is either owned, developed or licensed by
CONSULTANT and that CONSULTANT makes available through the
Services and (ii) CONSULTANT Analytics.
1.7 “CONSULTANT Customer Service Application” means the
online portal(s) provided by CONSULTANT or its subcontractor
enabling customer service staff to access the CONSULTANT Utility
Usage Reports and other features and functions of the Services.
1.8 “CONSULTANT Program Report” means the evaluations of the
CONSULTANT Utility Usage Reporting Systems as further defined in
the Scope of Work.
1.9 “CONSULTANT Utility Usage Report” means the paper and
emailed reports prepared by CONSULTANT (with respect to energy
usage) and CONSULTANT’s subcontractor (with respect to water
usage) and sent to Customers, as further defined in the Scope of Work.
1.10 “CONSULTANT Utility Usage Reporting Systems” means (i)
CONSULTANT Utility Usage Reports; (ii) the CONSULTANT Website
Portal; and (iii) the CONSULTANT Customer Service Application.
1.11 “CONSULTANT Intellectual Property” means: (i) any proprietary
work; (ii) any system owned, licensed, or developed by CONSULTANT,
including CONSULTANT Content; (iii) any analysis, compilation,
aggregation, derivative work or work of authorship created by
CONSULTANT; (iv) data independently developed or created by
CONSULTANT; and (v) data entered by Customers via the
CONSULTANT Website Portal, so long as such data does not include
Personal Information.
1.12 “CONSULTANT Terms of Use” means any applicable
CONSULTANT terms of service (including the CONSULTANT privacy
policy) for the Customer Service Application or the CONSULTANT
Website Portal, which CONSULTANT may amend from time to time.
1.13 “CONSULTANT Website Portals” means web-based features
created and maintained by CONSULTANT (with respect to energy
usage) and CONSULTANT’s subcontractor (with respect to water
usage) to provide Customers with information about their utility usage.
1.14 “Designated Customers” means the group of Customers that,
pursuant to a Scope of Work, is targeted to receive the CONSULTANT
Utility Usage Reports or access to the CONSULTANT Website Portals.
1.15 “Third Party Content” means all content received by
CONSULTANT from a third party (other than CITY) or made available
by a third party (other than CITY) through the Services, including any
text, images, graphics, designs, photos, video, sound, works of
authorship, data, statistics, analyses, forecasts and similar information.
2. SCOPE OF WORK; ACCESS AND USE
2.1 Access to CONSULTANT Website Portals. Subject to the terms
and conditions of this Agreement, CONSULTANT hereby grants to
CITY a non-exclusive, non-transferable right to permit access to the
CONSULTANT Website Portals for the number of Designated
Customers specified in the Scope of Work. CONSULTANT may deny
access to any Designated Customers who have not agreed to comply
with or violate the CONSULTANT Terms of Use.
2.2 Access to CONSULTANT Customer Service Application. Subject
to the terms and conditions of this Agreement and subject to the Scope
of Work, CONSULTANT hereby grants to CITY a non-exclusive, non-
sublicensable, non-transferable right to access the features and
functions of the CONSULTANT Customer Service Application during
the term specified in the applicable Scope of Work, solely for use by
Administrative Users for the purpose specified in the Scope of Work
and pursuant to reasonable access procedures to be specified by
CONSULTANT.
2.3 Access to CITY Data. Subject to the terms and conditions herein,
CITY grants CONSULTANT a worldwide, fully-paid non-exclusive, non-
transferable, royalty-free license to (i) use, reproduce, adapt, modify,
translate and distribute the CITY Data for the purpose of performing the
Services and CONSULTANT’s obligations under this Agreement,
including, without limitation, the creation of CONSULTANT Analytics (ii)
use individual Customer utility usage and similar data in the CITY Data
(which, for the avoidance of doubt, shall not include any Personal
Information) during the Term and for a period of three years thereafter.
CONSULTANT and CITY shall comply with the requirements set out in
Exhibit “F” to the Agreement.
2.4 Brand Licenses. The Parties shall cooperate with each other to
develop a mutually agreeable strategy for co-branding the
CONSULTANT Utility Usage Reports and the CONSULTANT Website
Portals. Notwithstanding the foregoing, (i) CITY grants to
CONSULTANT a non-exclusive, non-sublicenseable, non-transferable,
royalty-free, fully-paid license to use the CITY Brand during the Term in
accordance with such reasonable CITY branding guidelines as CITY may specify for the limited purposes of performing CONSULTANT’s
obligations under this Agreement, (ii) CONSULTANT may identify CITY
as an CONSULTANT customer and use the CITY Brand for marketing
and sales purposes, provided that such identification shall not state an
endorsement by CITY; and (iii) CONSULTANT may identify the
Services with the CONSULTANT Brand and “runs on Opower” or other
similar phrasing and include in CONSULTANT Content reasonable
indicia of its copyrights and other intellectual property rights therein.
Except as expressly permitted by this Agreement, each Party shall have
a written right of approval over the use of its Brand by the other Party,
not to be unreasonably withheld.
2.5 Usage Restrictions.
(i) CITY shall (a) not decompile, disassemble, reverse engineer or
otherwise attempt to obtain or perceive the source code from which any
software component of the Services is compiled or interpreted; (b) not
modify the Services, CONSULTANT Content, Third Party Content or the
CONSULTANT Utility Usage Reports, or create any derivative product
from any of the foregoing, except with the prior written consent of
CONSULTANT; (c) not assign, sublicense, sell, resell, lease, rent or
otherwise transfer or convey, or pledge as security or otherwise encumber, CITY’s rights under this Agreement; and (d) ensure that its
use of the Services complies with all applicable laws, statutes and
regulations. CITY shall use the Services and all CITY Data solely in
compliance with all applicable laws, regulations or rules, including the
CONSULTANT Terms of Use.
(ii) CITY shall be responsible for the security of its Administrative Users’
accounts and passwords, and shall notify CONSULTANT immediately
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of any unauthorized use of any password or account or any other
known or suspected breach of security. CITY shall be responsible for
the acts or omissions of its Administrative Users in connection with the
use of, and access to, the CONSULTANT Customer Service
Application, and any such act or omission which would constitute a
breach of this Agreement if undertaken by CITY, shall be deemed to be
a breach by CITY hereunder.
2.6 Retained Rights; Ownership.
(i) Subject to the rights granted in this Agreement, CITY retains all right,
title and interest in and to the CITY Brand and CITY Data, and
CONSULTANT acknowledges that it neither owns nor acquires and
hereby disclaims any rights in and to the CITY Brand or CITY Data not
expressly granted by this Agreement.
(ii) Subject to the rights granted in this Agreement and except to the
extent set forth in Section 2.6(iii), (a) CONSULTANT retains all right,
title and interest in and to the Services, the CONSULTANT Content and
the CONSULTANT Intellectual Property, and (b) CITY acknowledges
that it neither owns nor acquires and hereby disclaims any rights in and
to the foregoing not expressly granted by this Agreement.
(iii) CITY owns (a) the CONSULTANT Program Reports; and (b) each
tangible CONSULTANT Utility Usage Report created as part of these
Services, including any sample reports, and all right, title and interest
therein, provided that CONSULTANT retains ownership in the: (I)
design, look, and feel; (II) graphical elements; (III) content other than
the CITY Data; and (IV) any intellectual property therein. Each of (I),
(II), (III) and (IV) are CONSULTANT Intellectual Property.
Notwithstanding the foregoing, nothing in this section shall prevent
CONSULTANT from using the CONSULTANT Program Reports for
internal business purposes.
2.7 Suggestions. CITY hereby grants to CONSULTANT a royalty-free,
worldwide, irrevocable, perpetual license to use and incorporate into
the Services any suggestions, enhancement requests,
recommendations or other feedback provided by CITY or Customers
relating to the operation of the Services.
3. UTILITY OBLIGATIONS.
3.1 CITY Data. CITY shall provide the CITY Data to CONSULTANT in
the format and at the times specified in the Scope of Work. Unless such
breach results from Consultant’s negligence, CONSULTANT shall not
be liable for, (i) ensuring that CITY has obtained all consents and given
all notices required under applicable law, rules, regulations and CITY
policies to authorize the communication with its Customers and use of
CITY Data contemplated by this Agreement and (ii) any breach of this
Agreement resulting from the CITY Data, including the delivery,
accuracy, completeness and consistency thereof. CITY shall make
available in a timely manner at no charge to CONSULTANT all content,
graphic files, CITY Brand information and other information and
resources of CITY reasonably required by CONSULTANT for the
performance of its obligations under this Agreement.
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EXHIBIT “F”
SOFTWARE AS A SERVICE SECURITY AND PRIVACY
TERMS AND CONDITIONS
This Exhibit is a part of the City of Palo Alto’s Professional Services Agreement or any other contract
entered into by and between the City of Palo Alto (the “City”) and Opower, Inc. (the “Consultant”)
for the provision of Software as a Service services to the City (the “Agreement”).
In order to assure the privacy and security of the personal information of the City’s customers
and people who do business with the City, including, without limitation, vendors, utility
customers, library patrons and other individuals and businesses, who are required to share
such information with the City, as a condition of receiving services from the City or selling
goods and services to the City, including, without limitation, the Software as a Service services
provider (the “Consultant”) and its subcontractors, if any, including, without limitation, any
Information Technology (“IT”) infrastructure services provider, shall design, install, provide,
and maintain a secure IT environment, in the manner described below, while it renders and
performs the Services and furnishes goods, if any, described in the Statement of Work (Exhibit
A to the Professional Services Agreement), to the extent any scope of work implicates the
confidentiality and privacy of the personal information of the City’s customers. The Consultant
shall fulfill the data and information security requirements (the “Requirements”) set forth in
Part A below.
A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are
provided to the City, including connection to the City's IT systems; (b) the Consultant’s
operations and maintenance processes needed to support the environment, including disaster
recovery and business continuity planning; and (c) the IT infrastructure performance
monitoring services to ensure a secure and reliable environment and service availability to the
City. “IT infrastructure” refers to the integrated framework, including, without limitation, data
centers, computers, and database management devices, upon which digital networks operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot
fulfill the Requirements, the Consultant shall promptly inform the City of its determination and
submit, in writing, one or more alternate countermeasure options to the Requirements (the
“Alternate Requirements” as set forth in Part B), which may be accepted or rejected in the
reasonable satisfaction of the Information Security Manager (the “ISM”).
Part A. Requirements:
The Consultant shall at all times during the term of any contract between the City and the
Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security
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liaison to the City with respect to the Services to be performed under this Agreement.
(b) Provide a full and complete response to the City’s Supplier Security and Privacy
Assessment Questionnaire (the “Questionnaire”) to the ISM, and also report any major
non-conformance to the Requirements, as and when requested. The response shall
include a detailed implementation plan of required countermeasures, which the City
requires the Consultant to adopt as countermeasures in the performance of the
Services. In addition, upon request by the City (but not more frequent than as of the
annual anniversary date of this Agreement) the Consultant shall report to the City any
major changes to the IT infrastructure described in the system description included in
Consultant’s Independent Audit Report (as defined below in clause (o)) by making such
Independent Audit Report (including the system description therein) available to the
City in a manner permitted under AICPA guidelines.
(c) Have adopted and implemented information security and privacy policies based on
a. American Institute of Certified Public Accountants (AICPA) Service Organization
Control 2 (SOC 2) principles of security and confidentiality (the “SOC2
Principles”)
(http://www.aicpa.org/InterestAreas/InformationTechnology/Resources/Trus
tServices/Pages/Trust%20Services%20Principles—An%20Overview.aspx) or
b. NIST Management Framework Special Publication 800-53
(csrc.nist.gov/publications/nistpubs/) and NISTIR, 7628 Guidelines to
SmartGrid cybersecurity
(http://www.smartgrid.gov/sites/default/files/doc/files/NISTIR_7628_Guideli
nes_for_Smart_Grid_Cyber_Security_Vol_3_201001.pdf).
(d) Conduct routine data and information security compliance training of its personnel that
is appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including
software versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for
performing professional and criminal background checks of its employees that (1)
would permit verification of employees’ personal identity and employment status, and
(2) would enable the immediate denial of access to the City's confidential data and
information by any of its employees who no longer would require access to that
information or who are terminated.
(g) Upon request by the City (but not more frequent than as of the annual anniversary date
of this Agreement), provide a list of IT infrastructure components included in the
system description in Consultant’s Independent Audit Report by making such
Independent Audit Report (including the system description therein) available to the
City in a manner permitted under AICPA guidelines in order to verify whether the
Consultant has met or has failed to meet any objective terms and conditions of this
Agreement.
(h) Implement access accountability (identification and authentication) architecture and
support role-base access control (“RBAC”) and segregation of duties (“SoD”)
mechanisms for all personnel, systems and software used to provide the Services.
“RBAC” refers to a computer systems security approach to restricting access only to
authorized users. “SoD” is an approach that would require more than one individual to
complete a security task in order to promote the detection and prevention of fraud and
errors.
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(i) Assist the City in undertaking annually an assessment to reasonably assure that it has
implemented measures in accordance with industry best practices applicable to secure
coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity and availability of the City's information.
(k) Deploy and maintain such IT system upgrades, patches and configurations (including
emergency security patches) conforming to current patch and/or release levels as may
be appropriate based on its risk assessment of the vulnerability within twenty four (24)
hours of such assessment.
(l) Provide for the timely detection of, response to, and the reporting of security incidents,
including on-going incident monitoring with logging.
(m) Notify the City within twenty four (24) hours of detecting and validating a
security incident that results in the unauthorized access to or the misuse of the City's
confidential data and information.
(n) Inform the City that any third party service provider(s) who receive personally
identifiable information of the Cirt meet(s) all of the Requirements.
(o) Either
a. obtain a Service Organization Control 2 (SOC 2) type 2 report under Attestation
Standard 101 (AT 101) related to the American Institute of Certified Public
Accountants (AICPA) Trust Services Principles of confidentiality and security
issued by an independent auditor of national reputation or another report
under a standard recognized under industry standards as functionally
equivalent (“Independent Audit Report”); or
b. perform security self-audits on a regular basis and not less frequently than on a
quarterly basis, and provide the required summary reports of those self-audits
to the ISM on request and not more frequent than as of the annual anniversary
date of this Agreement or any other date agreed to by the Parties.
(p) As required under Section 15 of the Agreement, 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, except to the extent Consultant is bound by legal
obligation (including under the Agreement) to delete such records at an earlier time by
the Agreement. Cooperate with the City to ensure that to the extent required by
applicable laws, rules and regulations, the Confidential Information will be accessible
only by the Consultant and any authorized third party service provider’s personnel.
(q) Perform regular, reliable secured backups of all data needed to maximize availability of
the Services.
(r) Maintain records relating to the Services for a period of three (3) years after the
expiration or earlier termination of this Agreement in accordance with section (p).
Such records shall be made available for review by ISM under the audit provision set
forth in section (p).
(s) Maintain the Confidential Information in accordance with applicable federal, state and
local data and information privacy laws, rules and regulations.
(t) Encrypt the Confidential Information in transit and use secure file transfer protocols
while delivering the same by electronic means to the City and or any authorized
recipient.
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(u) Unless otherwise addressed in the Agreement, shall not hold the City liable for any
indirect or punitive damages that Contractor incurs including, without limitation,
damages for loss of use, data or profits, arising out of the City’s IT environment,
including, without limitation, IT infrastructure communications.
Consultant’s obligations in this Exhibit F will be performed in accordance with SOC2
Principles.