HomeMy WebLinkAboutStaff Report 13680
ŝƚLJŽĨWĂůŽůƚŽ;/ηϭϯϲϴϬͿ
ŝƚLJŽƵŶĐŝů^ƚĂĨĨZĞƉŽƌƚ
DĞĞƚŝŶŐĂƚĞ͗ϭϮͬϭϯͬϮϬϮϭ
City of Palo Alto Page 1
dŝƚůĞ͗ƉƉƌŽǀĂůŽĨĂWƌŽĨĞƐƐŝŽŶĂů^ĞƌǀŝĐĞƐŐƌĞĞŵĞŶƚtŝƚŚ> ZĞƐƵůƚĨŽƌ
ĨĨŝĐŝĞŶĐLJĂŶĚ ůĞĐƚƌŝĨŝĐĂƚŝŽŶWƌŽŐƌĂŵ^ĞƌǀŝĐĞƐĨŽƌ^ŵĂůůƚŽDĞĚŝƵŵƵƐŝŶĞƐƐ
ĂŶĚŽŵŵĞƌĐŝĂůƵƐƚŽŵĞƌƐĨŽƌĂdŽƚĂůEŽƚͲƚŽͲ džĐĞĞĚŵŽƵŶƚΨϮ͕ϱϳϭ͕ϳϭϰĨŽƌ
ĂdŚƌĞĞͲzĞĂƌdĞƌŵdŚƌŽƵŐŚĞĐĞŵďĞƌϯϭ͕ϮϬϮϰ
&ƌŽŵ͗ŝƚLJDĂŶĂŐĞƌ
>ĞĂĚĞƉĂƌƚŵĞŶƚ͗hƚŝůŝƚŝĞƐ
ZĞĐŽŵŵĞŶĚĂƚŝŽŶ
Staff recommends the City Council approve and authorize the City Manager or their designee to
execute a professional services contract (C22177024A) with CLEAResult Consulting, Inc. (linked
document) for the administration of the Small Business Energy Advisor Program to deliver
energy and water efficiency services to small and medium business customers and the
Commercial Electrification Assistance Program to provide technical assistance to support
commercial building electrification in Palo Alto. The total not-to-exceed amount for the
contract covering both programs is $2,571,714 over a three-year term through December 31,
2024.
ĂĐŬŐƌŽƵŶĚ
Council has adopted several policies which support funding programs that maximize the
deployment of cost-effective, reliable and feasible energy efficiency (EE) within the City. Council
adopted the City’s first 10-year electric and gas EE goals in 2007, with a cumulative reduction
target of 3.5% electric and gas EE savings (35,000 MWh and 1,200,000 therms) between 2008
and 2017. Since then, Council adopted updates to the EE goals in 2010, 2013, 2017, and most
recently, in May 2021 (Staff Report ID # 12068) for the 10-year period between 2022 and 2031.
The cumulative electric savings target in the latest EE goals is 4.4% (or 37,940 MWh) of the
City’s projected electric usage in 2031. In order to achieve the aggressive EE goals, the City has
contracted with third-party EE service providers since 2006 to expand the reach of EE program
services for its customers.
On February 3, 2020, Council approved a contract with Lime Energy Services (“Lime Energy”) to
provide EE services to small and medium business (“SMB) customers.1 However, with COVID-19
restrictions in place since March 17, 2020, many businesses allowed only essential workers
1 Staff Report on Approval of Contract with Lime Energy Services, February 3, 2020.
8
Packet Pg. 73
City of Palo Alto Page 2
onsite. Lime Energy was unable to launch its program as planned. The contract between the
City and Lime Energy was amended on February 24, 2021 whereby the City will pay Lime Energy
for the installation of a cloud-based HVAC energy management system (EMS) and MERV 13 air
filters at small and medium businesses at no cost to the customer. The EMS ensures efficient
operation of the customer’s HVAC system, while the MERV 13 filters improve indoor air quality
through hourly air circulation. The HVAC program, currently marketed as the Business
Advantage Program, was launched in March 2021, and has been well received. The Lime Energy
contract will be amended to reflect a reduction in scope because they are unable to provide
other EE services to SMB customers in Palo Alto2. This will leave a gap in helping the SMB
customer segment achieve cost effective EE savings outside of HVAC control energy savings.
Staff believes there is cost-effective energy and water efficiency potential in the SMB customer
segment, and that it is important to provide comprehensive assistance to help small business
owners with efficiency project implementation because they typically have no dedicated facility
manager on their staff.
Along with its EE goals, Council has adopted the ambitious goal of reducing the community’s
GHG emissions to 80% below 1990 levels by 2030 (“80x30”)3. As of 2019, the community’s GHG
emissions are 38% below 1990 levels. At the April 19, 2021 Council meeting, staff presented a
set of draft goals and key actions as part of the Sustainability/Climate Action Plan Update to
meet the 80x30 goal. At that meeting, Council directed staff to develop a plan for earlier
adoption of commercial electrification retrofits.
ŝƐĐƵƐƐŝŽŶͬŝĚWƌŽĐĞƐƐ
In order to achieve the City’s aggressive EE and GHG emissions reduction goals, CPAU issued a
Request for Proposal (“RFP”) on November 25, 2020 for third-party program services through
PlanetBids. Proposers could respond to one or more of the following three program categories.
This item seeks authorization for approval of a contract to deliver program services outlined in
Category 1.
Category 1: Develop and administer performance-based energy efficiency, electrification, and/or
water efficiency programs for commercial and industrial (C&I) customers
Category 1 targets the nonresidential segment, with a focus on large C&I customers, to provide
energy efficiency, electrification, and/or water efficiency program services to the customers.
Historically, EE savings from large C&I customers represent the largest portion of EE savings
compared to other customers and are also more cost effective than the savings from residential
customers and hard-to-reach customers including small to medium businesses. Since this is a
performance-based program, the 3rd party program administrator will be compensated solely
based on achieved efficiency savings and/or electrification. Both equipment retrofit and new
construction projects are eligible efficiency projects under this program category.
2 Lime Energy downsized their operations in Northern California during COVID and did not have the resources to
deliver EE services in Palo Alto.
3 City of Palo Alto City Council Action Minutes, April 18, 2016.
8
Packet Pg. 74
City of Palo Alto Page 3
Category 2: Develop and administer a beneficial electrification technical assistance program for
small and medium commercial customers
Category 2 is an optional scope in the RFP and is intended to provide technical assistance to
small and medium commercial customers to pursue electrification projects to reduce natural
gas consumption in their buildings. Category 2 was modeled after the Building Electrification
Technical Assistance Program offered by Peninsula Clean Energy and Silicon Valley Clean
Energy, and was intended to support building owners with designing and implementing
electrification projects. Technical advisory service from subject matter experts would be
available on an as requested basis. The selected program administrator would be compensated
on a time and materials basis for its advisory services.
Category 3: Conduct Energy Studies for C&I customers
Category 3 is a solicitation for consultants who can provide engineering studies at large C&I
customer facilities. The consultant will work directly with the customer to determine the study
scope and compensation; CPAU will provide the names of prequalified consultants to
customers interested in undertaking energy studies. Examples of such studies may include
whole or partial building electrification feasibility and cost assessment, power factor correction
to the City’s 95% standard, energy storage assessment.
The number of proposals that responded to the various program categories are summarized in
Table 1.
dĂďůĞϭ͗^ƵŵŵĂƌLJŽĨ^ŽůŝĐŝƚĂƚŝŽŶWƌŽĐĞƐƐ
PROPOSAL DESCRIPTION/ NUMBER
IMPLEMENTATION OF 3RD PARTY ENERGY
AND WATER EFFICIENCY AND
ELECTRIFICATION PROGRAMS FOR
COMMERCIAL CUSTOMERS
RFP #177024
Proposed Program Length 36 months, with two possible 12-month
extensions
Number of Notices Sent to Vendors via City’s
Eprocurement System (Planetbids) 1,657
Number of Packages Downloaded by Vendors 46
Total Days to Respond to RFP 55
Number of Proposals Received for Category 1 4
Number of Proposals Received for Category 2 5
Number of Proposals Received for Category 3 5
8
Packet Pg. 75
City of Palo Alto Page 4
Staff received five proposals (though only four focused on Category 1). As a result of their
proposals in Category 3, all five proposers are qualified to conduct energy studies to large C&I
customers and will be provided to customers on an as-requested basis.
In reviewing proposals for Category 1, staff noted that some proposers have more experience
working primarily with large C&I customers, while other proposers have more direct experience
in SMB customer programs. Staff selected Enovity as the finalist for Category 1 to focus on
providing EE services to large C&I customers based on its competitive pricing and track record
with implementing EE programs in this sector. On August 30, 2021, Council approved the 3-year
Enovity contract for a not-to-exceed amount of $1,985,000 between FY 2022 and FY 20244, of
which $1,713,000 is budgeted for the achievement of 49,660 MWh in lifetime electric savings
and 416,000 therms in lifetime gas savings (Staff Report #13531).
For Category 2, as noted above, this category of the RFP sought optional proposals to develop
and administer a beneficial electrification technical assistance program for small and medium
commercial customers that would be time and materials based. After reviewing submittals and
upon further reflection, staff concluded that a better approach for this program would be to
base compensation on achieved electrification savings rather than time and materials, in order
to comply with the Council’s directive to accelerate commercial electrification retrofits.
Additionally, the limited available services under the Lime Energy contract contributed to a gap
in the CITY’s commitment to provide comprehensive EE services to SMB customers.
Accordingly, staff issued a follow-up request on July 21, 2021 to two of the Category 1 finalists
for: (i) a performance-based energy and water program serving SMB customers, and (ii) a
performance-based building electrification program for nonresidential customers, with a focus
on SMB customers. The proposers were asked to provide the proposed 3-year program goals
and budget in their proposals.
Based on this follow-up request, two proposals were received. One proposal was subsequently
rescinded by the proposer and the other, from CLEAResult, was reviewed by Utilities staff. Staff
conducted an interview and based on proposal content and criteria identified in the RFP,
determined that CLEAResult provided a cost effective and high-quality proposal. Staff
recommends the selection of CLEAResult based on their competitive pricing, comprehensive
solution to the target customer segment, knowledge of EE in the industry, and experience in
providing performance-based energy and water program services.
For SMB customers, CLEAResult proposed a Small Business Efficiency Advisory Program
(“SBEA”) that offers multi-measure, comprehensive water and energy efficiency advisory
services that includes:
• engaging SMB customers through marketing and direct outreach
• setting up a dedicated phone line for phone-based advising service
4 Staff Report on Approval of Professional Services Agreement with Enovity, Inc., August 30, 2021
8
Packet Pg. 76
City of Palo Alto Page 5
• performing a no-cost energy audit for interested customers to identify cost effective
efficiency measures (both onsite and virtual assessment options are available)
• providing an assessment report that highlights cost effective efficiency opportunities,
CPAU rebates and financing options
• supporting the customer with finding a contractor and advising throughout the project
implementation process
• processing the customer rebate application.
SBEA has a proposed 3-year program savings goal of 2,400,00 kWh, 30,000 therms and 1,500
CCF. If fully implemented, the SBEA program including customer rebates will cost $1,117,328,
with estimated savings of $1,336,650 based on the avoided electric, gas and water supply cost,
and therefore is cost effective.
For nonresidential electrification, CLEAResult proposed a Commercial Electrification Assistance
Program (“CEAP”). CEAP is designed to assist nonresidential customers with converting gas
equipment to efficient electric alternatives at their facilities. The program will target the
replacement of rooftop mixed-fuel packaged units and gas water heaters in nonresidential
buildings, and will also address gas equipment in commercial kitchens, pools and spas where
applicable. The program will cover the following services:
• engaging commercial building owners and property managers through marketing and
direct outreach
• performing an electrification assessment at customer site to inventory the physical
condition, age, and remaining lifespans of gas burning assets; identify electrification
opportunities; evaluate current electric capacity and potential upgrades to enable the
proposed electrification measures; recommend locations for new electrical equipment;
and summarize the available CPAU rebates and financing options.
• Providing project implementation support to the customer, including contractor bid
selection and permit application
The metric for electrification savings is net kWh savings, as calculated based the annual gas
savings converted to kWh, minus the annual net increase in electric use of proposed
equipment.
CEAP has a proposed 3-year program savings goal of 5,423,350 net kWh, with an estimated
GHG emissions reduction of 19,899 MT over the lifetime of the implemented electrification
measures. If fully implemented, the CEAP program will cost up to $1,454,386.
The proposed professional services contract with CLEAResult, which covers both programs, will
have a total not-to-exceed amount of $2,571,714 over a three-year term, with the possibility to
extend the term for two additional years.
ZĞƐŽƵƌĐĞ/ŵƉĂĐƚ
Spending authority to cover the first year of the CLEAResult contract, approximately $687,000,
is available in the FY 2022 Adopted Operating Budget. Funding comes from three budget
8
Packet Pg. 77
City of Palo Alto Page 6
sources: Electric Public Benefits, Gas Efficiency, and Water Efficiency. Electric Public Benefit
funds are collected via a state-mandated public benefit surcharge of 2.85% of the electric utility
revenue to fund any of these four program areas: (i) cost effective energy efficiency and energy
conservation programs, (ii) renewable energy resources and technologies, (iii) electricity-
related research, development, and demonstration projects (iv) low-income customer
assistance5. CPAU has spent an average of 1% of the natural gas utility’s revenues to fund gas
public benefit programs 6.
Specifically, the projected electric, gas and water efficiency savings for SBEA will be funded
using the Electric Public Benefit, the Gas Efficiency, and the Water Efficiency funds. Commercial
electrification is an emerging area and is therefore funded under the research, development,
and demonstration area of the Electric Public Benefit funds.
Contract year two and three are estimated to cost approximately $872,000 and $1.0 million,
respectively. Funding for contract years two and three is contingent upon Council’s approval of
the department’s budget through the annual budget process for each subsequent year.
WŽůŝĐLJ/ŵƉůŝĐĂƚŝŽŶƐ
The proposed contract supports the Council-approved Sustainability Plan, the Council-approved
Ten-year Energy Efficiency Targets, Comprehensive Plan Goals N4.2.1 (educate customers on
efficient water use), N7.4.2 (implement cost effective energy efficiency programs for all
customers) and N7.7.2 (explore the transition of existing buildings from gas to electric or solar
water and space heating). The contract also furthers the Utilities Strategic Plan Collaboration
priority (Strategy 1, increasing communication and engagement with the community).
^ƚĂŬĞŚŽůĚĞƌ ŶŐĂŐĞŵĞŶƚ
The City issued the Request for Proposal (RFP) on November 24, 2020, for third-party energy
and water efficiency and electrification program services for commercial and industrial
customers. Proposal submission deadline was on January 18, 2021.
ŶǀŝƌŽŶŵĞŶƚĂůZĞǀŝĞǁ
Approval of the third-party agreement proposed in this staff report does not meet the
definition of a project under the California Environmental Quality Act (CEQA), pursuant to the
California Public Resources Code Section 21065, because it is not an activity that will cause a
direct physical change in the environment.
ƚƚĂĐŚŵĞŶƚƐ͗
• ƚƚĂĐŚŵĞŶƚϴ͘Ă͗Attachment A: CLEAResult Consulting, Inc. Contract, C22177024A
5 California Public Utilities Code Section 385
6 AB 1002 (2000) established a surcharge on all natural gas consumption to fund public purpose programs;
however, this legislation exempts municipal gas utilities that offers in published tariffs home weatherization
services, rate assistance for low-income customers or other public purpose programs from collecting a public
benefit surcharge on gas consumption. This is codified in Section 898 of the Public Utilities Code.
8
Packet Pg. 78
Professional Services Rev. Dec.15, 2020 Page 1 of 57
CITY OF PALO ALTO CONTRACT NO. C22177024A AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND CLEARESULT CONSULTING, INC. This Agreement for Professional Services (this “Agreement”) is entered into as of the 15th day of November, 2021 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CLEAResult Consulting Inc., a Texas corporation,
located at 6504 Bridge Point Pkwy, Suite 425, Austin, Texas 78730 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to provide energy and water efficiency advisory services to the CITY’s small to medium business customers and also to provide building electrification technical assistance to nonresidential customers (the “Project”) and desires to engage a consultant to develop and
implement a Small Business Energy Advisor Program and Commercial Electrification Assistance Program in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess 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, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: 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 completion of the
Services in accordance with Exhibit B, entitled “SCHEDULE OF PERFORMANCE”, but in no
event later than December 31, 2024, unless terminated earlier pursuant to Section 19 (Termination) 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, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 79
Professional Services Rev. Dec.15, 2020 Page 2 of 57
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 shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Million Five Hundred Seventy One Thousand and Seven Hundred Fourteen Dollars ($2,571,714.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF
RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. 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, if
applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of 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 invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the
address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it,
its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature
that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
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, as amended from time to time. 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.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 80
Professional Services Rev. Dec.15, 2020 Page 3 of 57
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 the CITY’s stated construction budget by ten percent (10%) or more, 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. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be
deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its
employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. 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 approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without
effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 (Assignment) above, CITY
agrees that subcontractors may be used to complete the Services. Prior to utilizing any subcontractor to perform work associated with the Project, CONSULTANT shall provide the name of the
subcontractor/s to CITY’s Project Manager for preapproval. CITY shall hold final approval authority over subcontractors. CITY reserves the right to (i) request CONSULTANT conduct criminal background checks to CITY’s satisfaction on all CONSULTANT’s staff, subcontractors, or agents that may enter customer property, and (ii) require that any staff, subcontractor, or agent of CONSULTANT
that fails the background check shall not be permitted to enter any customer premises.
CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with
the prior written approval of the City Manager or designee.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 81
Professional Services Rev. Dec.15, 2020 Page 4 of 57
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Cameron Guy as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s
Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate
or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Christine Tam, City of Palo Alto Utilities Department, Resource Management Division, 250 Hamilton Avenue, Palo Alto, CA, 94301, Telephone: (650) 329-2289. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance,
progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, 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 product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual
property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product 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 Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by
this Agreement, including without limitation records demonstrating compliance with the
requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall 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 performance or
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 82
Professional Services Rev. Dec.15, 2020 Page 5 of 57
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 a Claim arising from the active
negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall
apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. 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, entitled “INSURANCE REQUIREMENTS”. 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. CONSULTANT shall provide the Purchasing Manager written notice of any 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.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 83
Professional Services Rev. Dec.15, 2020 Page 6 of 57
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the 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 provided in material conformity with this Agreement as such determination is 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, 17, 19.2, 19.3, 19.4, 20, 25,
27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made
in accordance with Section 17 (Waivers). 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: CLEAResult 100 SW Main Street, Suite 1500
Portland, OR 97204
Attn: Legal Department CONSULTANT shall provide written notice to CITY of any change of address.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 84
Professional Services Rev. Dec.15, 2020 Page 7 of 57
SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties 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, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
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, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements:
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 85
Professional Services Rev. Dec.15, 2020 Page 8 of 57
(a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or
greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. 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 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. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. 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. This Project is not subject to prevailing wages and related
requirements. CONSULTANT is not required to pay prevailing wages and meet related
requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1) is not a public works contract; (2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For
purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 86
Professional Services Rev. Dec.15, 2020 Page 9 of 57
Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the
performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to
perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it
was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 87
Professional Services Rev. Dec.15, 2020 Page 10 of 57
and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. 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.
29.3. 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.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 88
Professional Services Rev. Dec.15, 2020 Page 11 of 57
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: 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: CYBERSECURITY TERMS AND CONDITIONS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 89
Professional Services Rev. Dec.15, 2020 Page 12 of 57
CONTRACT No. C22177024A SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO ____________________________
City Manager Date: APPROVED AS TO FORM:
__________________________ City Attorney or designee Date:
CLEARESULT CONSULTING, INC. Officer 1 By:
Name: Title: Date: Officer 2 (Required for Corp. or LLC) By: Name: Title: Date:
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF
Senior Vice President
Andrea White
11/8/2021
Chief Legal Officer
11/8/2021
Joe Mattoon
8.a
Packet Pg. 90
Professional Services Rev. Dec.15, 2020 Page 13 of 57
EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”.
The City of Palo Alto (“CITY”) has adopted an aggressive greenhouse gas (“GHG”) emissions reduction goal of reducing emissions to 80% below 1990 levels by 2030; building electrification is a key strategy to meeting this goal. Natural gas use by nonresidential customers account for 55% of the City’s natural gas consumption, or around 18% of the City’s GHG emissions reductions as
of 2019. To meet its sustainability goals, the City is encouraging business customers and nonresidential building owners to pursue cost-effective energy efficiency and electrify their buildings to reduce the use of natural gas. CONSULTANT will leverage its technical expertise and local experience to deliver the following
programs within the City of Palo Alto: (i) Small Business Energy Advisor Program is a water and energy efficiency program targeting small to medium business customers, primarily in buildings under 50,000 sq.ft.(“SBEA”);
(ii) Commercial Electrification Assistance Program is a nonresidential building electrification program that provides technical assistance to help building owners convert gas equipment to efficient electric alternatives (“CEAP”). Each a (“Program”) and together (“Programs”).
City of Palo Alto Utilities (“CPAU”) will provide customer energy consumption data to CONSULTANT to analyze energy use and pre-screen eligible customers to receive services.
A. OVERVIEW OF SBEA Brief Program Description This Program is designed to assist small and medium business (“SMB”) customers with achieving cost effective energy efficiency (“EE”) and water savings at their facilities by offering turnkey,
multi-measure, comprehensive energy efficiency advising services. The Program will target water,
gas, and electric energy efficiency of both existing and new energy-consuming equipment at the customer sites. CONSULTANT will engage SMB customers through marketing and direct outreach to perform a
site assessment. The site assessment will identify energy efficiency measures (“EEM”) and
estimated project cost. CONSULTANT will support the customer with finding a contractor, advising throughout the process of implementing the EEM(s), verifying quality installation, and submitting the rebate application.
The Program’s target markets include private schools and nonprofits, retail/office spaces,
convenience/grocery store, restaurants, institutions, hotels, motels, and other small and medium commercial establishments, excluding the CITY’s designated Key Account Customers. CITY buildings are not covered by this Program.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 91
Professional Services Rev. Dec.15, 2020 Page 14 of 57
SBEA Target The program targets for the term of the Agreement are provided in Table A.1 Table A.1 - SBEA Targets
Term Year 1 Year 2 Year 3 Total
Gross kWh savings 600,000 800,000 1,000,000 2,400,000
Gross therm
savings 6,000 11,000 13,000 30,000
Water savings in centum cubic feet (“CCF”) 300 575 625 1,500
Eligible Measures
All measures listed in the CPAU rebate catalog for business customers are eligible under this Program. Custom EE measures, new prescriptive measures, and other emerging technologies need to be pre-approved by City Project Manager in advance of installation or inclusion in the Program
in order for CONSULTANT to receive compensation for such measures. CONSULTANT shall
provide the projected energy and water savings and supporting documentation for the savings estimates to CITY for measures not covered by the CPAU rebate catalog for business customers. Projected energy and water savings must be based on credible sources such as the California Technical Forum (“CalTF”) electronic Technical Reference Manual (“eTRM”), California Public
Utility Commission (“CPUC”) Database for Energy Efficiency Resources, approved workpapers,
etc. Program Staffing CONSULTANT agrees to staff the Program in accordance with the Staffing Plan set forth below
in Table A.2. CONSULTANT shall notify the CITY concerning proposed changes to the Staffing
Plan; all such changes require prior written consent of the CITY. CITY reserves the right to (i) request CONSULTANT conduct criminal background checks to CITY’s satisfaction on all CONSULTANT’s staff, contractors or agents that may enter customer
property, and (ii) require that any staff, contractor, or agent of CONSULTANT that fails the
background check shall not be permitted to enter any customer premises.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 92
Professional Services Rev. Dec.15, 2020 Page 15 of 57
Table A.2. SBEA Staff Contacts Name Title Phone Email
Joanne O’Neill
Sr. Program Director 415-965-3023 Joanne.Oneill@clearesult.com Develops strategies and tactics to deliver effective program performance by directing the work of employees assigned to the program from technical, marketing, operations, analytics, and administrative areas.
Ann Marie
Mastrippolito
Program Portfolio Manager 415-965-3004 AnnMarie.Mastrippolito@clearesult.com
Responsible for overseeing the portfolio of non-residential programs in
California and will instill best practices to enable the Program to be delivered within budget to meet Program goals.
Cameron Guy
Program Manager 415-963-9863 Cameron.Guy@clearesult.com
Serves as Program Manager and primary point of contact for the CITY. Verifies the Program is delivered within budget and is responsible for managing, training, and mentoring the implementation team.
Kelly Lewis
Program Specialist Kelly.Lewis@clearesult.com Supports the delivery of projects and programs by leading data management, metrics and reporting, team facilitation and coordination, and
process definition and improvement.
To Be Hired
Sr. Commercial Field Specialist
Performs site assessments of customer facilities and generates reports
detailing findings. Provides support for technical or measure specific questions.
To Be Hired
Account Manager Acts as consultative sales representative to customers’ organization to understand their business and energy objectives and guide them towards solutions. Supports custom project development, aiding the customer
through the process.
To Be Hired
Energy Advisor Provide phone and email-based customer support and advising. This
includes fielding customer inquiries, responding to requests and using
behavioral science tactics to drive program adoption.
King Lee Sr. Engineering Manager 415-965-3014
Verifies the Program achieves performance goals by developing strategies to improve our engineers’ services to consistently delivering high quality work on time and within budget. Manish Kumar Energy Engineer IV
Leads the development and delivery of energy efficiency programs by providing engineering calculations, building energy simulations, measurement and verification, and utility program technical design and
assistance.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 93
Professional Services Rev. Dec.15, 2020 Page 16 of 57
Erika Sheen
Energy Engineer II Erika.sheen@clearesult.com Supports the development and delivery of energy efficiency programs by providing engineering calculations, building energy simulations, measurement and verification, and utility program technical design and assistance.
Ashley Tackitt
Marketing Account Manager 503-688-1557 Ashley.Tackitt@clearesult.com
Develops marketing material that may include brochures, flyers, displays,
postcards, direct mail letters, bill inserts, and press releases.
Program Implementation & Delivery
Task A.1 PROGRAM KICK OFF
Task A.1.1 Program Kick-Off Meeting CONSULTANT will develop agenda for Program Kick Off Meeting and organize the
Kick-Off Meeting with CITY staff to review PROGRAM design and delivery, roles, timelines and priorities in the delivery of the PROGRAM. The meeting will also cover logistics, marketing, coordination, measurement and verification activities, establishing workflow systems, invoicing requirements, reports, and any remaining contractual questions. CONSULTANT and CITY will discuss new technologies as potential eligible
measures, where appropriate, refine timelines and identify additional CITY needs for the PROGRAM. CONSULTANT will identify customer data needs from CPAU to inform customer segment analyses and outreach. Task A.1.1 Deliverable: Meeting agenda and meeting minutes
Task A.1.2 Develop Program Plan In coordination with CPAU staff, CONSULTANT shall develop the following documents:
(a) Policies and Procedures Manual CONSULTANT shall develop, adhere to, and document its compliance with the Policies and Procedures Manual in the Program’s implementation, including the terms and conditions for customers participating in the Program, the process for customers participating in the program
and receiving incentive funds, customer complaint and resolution plan, the process for identifying, implementing, measuring and verifying energy efficiency measures, and the process for rebate application and processing. The Policies and Procedures Manual shall also include a Quality Assurance and Quality Control Plan.
Task A.1.2.a Deliverable: Program Policies and Procedures Manual (b) Marketing Plan CONSULTANT shall develop a Marketing Plan that outlines marketing activities to reach the
target customers. Marketing activities may include outbound call campaign, customer workshops, and webinars. The Marketing Plan will identify outreach activities, workshops,
locations, and frequency. CONSULTANT may enlist the assistance of local affinity groups, including the Palo Alto Chamber of Commerce, the Palo Alto Merchant Association and
various property management companies to better enable CONSULTANT to serve CPAU
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 94
Professional Services Rev. Dec.15, 2020 Page 17 of 57
customers. CONSULTANT shall track and capture data on how customers are finding out about the program.
Task A.1.2.b Deliverable: Program Marketing Plan Task A.1.3 Develop Program Documents
CONSULTANT shall develop documents necessary for Program implementation and
submit such to CPAU for approval before any distribution, circulation, or publication. CONSULTANT shall revise and produce new documents as needed to implement and promote the Program.
(a) Program Website Content
In collaboration with CITY staff, CONSULTANT will design and produce informational web content related to the Program, which the CITY will publish. CITY shall provide input on web content as requested by CONSULTANT and CITY maintains final rights approval. The Program website will include a customer sign-up web-to-lead HTML form.
Task A.1.3.a Deliverable: Program Website Content
(b) Customer Site Assessment Report Template CONSULTANT shall create a Customer Site Assessment Report Template that includes the necessary information for a customer to understand their energy and water usages and efficiency opportunities. In addition, it will include information on available rebates and
financing options available.
Projected. energy and water savings must be based on credible sources such as the Cal TF eTRM, CPUC Database for Energy Efficiency Resources, approved workpapers.
Task A.1.3.b Deliverable: Customer Site Assessment Report Template
(c) Program Participation Agreement CONSULTANT shall create a Program Participation Agreement that collects basic information from the customer, including facility contact information . The Program
Participation Agreement will also act as a Site Access Agreement for the Program.
Task A.1.3.c Deliverable: Program Participation Agreement (d) Incentive Release and Customer Feedback
CONSULTANT shall develop a Incentive Release template to facilitate the disbursement of the incentive to the customer or an assigned third-party, acknowledge receipt of the project, and obtain customer feedback including the Net Promotor Score value. The Incentive Release and Customer Feedback template shall be reviewed and approved by CPAU.
Task A.1.3.d Deliverable: Incentive Release and Customer Feedback Template (e) Program Invoice and Reporting Template
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 95
Professional Services Rev. Dec.15, 2020 Page 18 of 57
CONSULTANT shall create a standard Program report template to meet CPAU’s reporting requirements, including monthly invoice, quarterly Program report, annual Program report. CONSULTANT shall work with CITY to finalize Program performance metric to include in the Program reports. These metrics may include: number of customers participating in the Program, energy savings, completed customer projects, customer satisfaction/net
promoter score, customer contact information, summary of customer compliments and/or complaints, reasons for rejection of proposed installations by customer. CONSULTANT shall submit the Program invoice and reporting templates to CPAU for review and approval before use.
Task A.1.3.e Deliverable: Program Invoice and Reporting Templates, and inputting of data into CPAU’s assigned database Task A.1.4 Establish SBEA customer incentive levels
CONSULTANT shall propose SBEA customer incentives at the measure level, using the Business Customer Rebates as a starting point, and submit to CPAU for approval before program launch. CONSULTANT shall provide additional information such as incremental and total measure cost, and customer payback calculation as requested by CITY in order to review and approve the proposed incentives.
TASK A.2 – PROGRAM IMPLEMENTATION Task A.2.1 Rebate Administration
CONSULTANT will provide a portal for rebate application submission and administration. This portal will collect the necessary information from customers and/or contractors that have executed agreements to participate in the Program (“Trade Allies”) to verify customer and measure eligibility, the details of which will be described in the
Policies and Procedures Manual. CITY will provide CONSULTANT with customer
account data for the purposes of validating eligibility. This portal will track installations, rebate applications and other associated key metrics that will be included in reporting to the CITY.
CONSULTANT will manage the rebate application process, including application verification and issuance of rebate payments to customers or their delegates. After verification of an application, CONSULTANT will submit an incentive invoice to the CITY. After payment is received from the CITY, CONSULTANT will issue rebate to
participant. SBEA incentives will be set by the CONSULTANT with agreement from the
CITY. They will be based on the CPAU rebate catalog for business customers with higher incentive levels to address the unique barriers of the SMB segment. These incentive levels will be determined and submitted to CPAU in advance of Program launch.
Task A.2.1 Deliverable: Customer rebate application portal customized for SBEA
Task A.2.2 Recruit, Train and Manage Trade Allies CONSULTANT will recruit, train, and manage a network of Trade Allies who provide
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 96
Professional Services Rev. Dec.15, 2020 Page 19 of 57
energy efficiency services to SMB customers in the City of Palo Alto. The goal of this network is to verify there are qualified and trained contractors available and to reduce the participation barrier for customers associated with identifying installers to perform the work.
CONSULTANT shall provide in-person and/or online training on the Program process, eligibility requirements, incentives, and a high-level overview of typical measures and their applications to Trade Allies. A Program representative shall be available to assist Trade Allies on an on-going basis to answer any questions related to the Program.
Task A.2.3 Implement Marketing and Outreach Plan CONSULANT will conduct marketing, education, and outreach (“ME&O”) through a variety of channels, targeting property owners, property management companies and local businesses among others to generate leads for the Program.
(a) Marketing Materials In collaboration with CITY staff, CONSULTANT will develop marketing material that may include brochures, flyers, displays, postcards, direct mail letters, bill inserts, dynamic digital content such as videos and web content, and press releases. Determination of applicable materials will be made by the CONSULTANT as tools to
deliver on Program goals. CITY shall have final decision-making authority about if and when to print and mail marketing material. CITY maintains the right to control all materials being distributed by CONSULTANT while considering potential impacts to program goals. Customer mailing lists for direct mail pieces shall be determined by CITY; however, CONSULTANT may provide input, suggested mailing lists and
methodologies. If applicable, CONSULTANT and CITY shall design email marketing campaigns and email customer satisfaction surveys; CITY maintains final rights of approval. CITY shall be responsible for sending the email marketing information and tracking responses if they choose. CONSULTANT shall co-brand all marketing
material with CPAU’s logo in a prominent location and follow all CITY style, color
and branding guidelines. CONSULTANT shall not use CPAU’s logos or brand standards without the approval of CITY.
CONSULTANT shall submit to CITY all marketing materials, including press releases, brochures, social media posts and any other content mentioning the Program in any capacity for approval prior to publishing said Program materials. (b) Marketing, Education and Outreach Implementation CONSULTANT will begin an initial ME&O campaign to SMBs to drive awareness of the Program, establish relationships and discuss the services offered through the Program. This campaign includes:
• Outreach to SMBs through targeted direct marketing and phone campaigns.
• Recommend content to CITY to directly promote the Program through bill inserts, email communications, direct mail postcards and other relevant marketing channels.
• Assist CITY to launch Program webpages with web-to-lead forms for
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 97
Professional Services Rev. Dec.15, 2020 Page 20 of 57
customer sign- ups which are directly linked to CONSULTANT and CITY’s data management system.
• Provide CITY Account Management team with Program training. CONSULTANT will develop Program talking points for use by Key Account
Managers and other Program stakeholders. (c) Financing education and referrals CONSULTANT will provide customers with information about financing offerings that are available to help drive project adoption through Energy Advisor and Account
Management team. Task A.2.4 Program Enrollment and Support CONSULTANT will field customer inquiries, enroll them in the assessment program, and
support and encourage customers to complete energy and water efficiency improvements. • CONSULTANT will encourage and track progress of all interested participants. • Communicate Program details to customers and educate them on the process of obtaining an assessment and performing efficiency upgrades. • Schedule and conduct site visits to determine eligibility. Enroll sites that have
been screened and identified as eligible.
• Phone Advisory Service o The majority of customers participating in this Program do not have experience with energy efficiency. CITY expects that in most cases,
multiple touch points will be necessary for a successful installation.
o CONSULTANT will set up a dedicated phone line with a (650) area code for phone based advising. o Through phone-based services, CONSULTANT will provide proactive, individualized, and ongoing assistance with regards to energy and water
efficiency installations and when appropriate, educate customers about
potential other CITY programs and opportunities. Task A.2.5 Perform Energy & Water Efficiency Assessments and Measure Recommendations
The Program provides no-cost energy audits of SMBs and assistance in planning energy-
efficient upgrades. CONSULTANT will perform in-person or remote energy efficiency assessments. Customers will express their interest via the Energy Advisor, or other mutually agreed upon enrollment mechanisms, which will be transmitted to CONSULTANT for customer follow-up. Once scheduled, the CONSULTANT will verify
the customer understands the assessment process and safety procedures that will be
followed. Each assessment will include a site evaluation (in-person or virtual) and data collection along with energy education. CONSULTANT will provide an assessment report to the
customer and the CITY. The CONSULTANT will review the plan with the customer,
highlighting the top opportunities, rebates, and financing options.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 98
Professional Services Rev. Dec.15, 2020 Page 21 of 57
The audit report will include the following information:
• The name, address and contact info of the customer served and the business type
• The date of the energy audit
• A mechanical equipment inventory of the customer’s facility. Such equipment
shall include type and quantity of existing lighting fixtures; type, age and quantity
of heating and cooling equipment; type, age and quantity of water heating
equipment; and other energy consuming systems that have a potential for cost
effective retrofit or replacement
• The associated CFM, kWh, kW, and therms savings for the recommended measures
• Any associated rebate offerings and information on other rebate programs
Task A.2.6 Customer Project Implementation Support CONSULTANT will offer support to interested SMB customers after completion of the Site Assessment aimed at reducing barriers to implementation of eligible energy and water savings measures.
• Energy Advisor and/or Account Manager will provide customer with a list of
pre-screened Trade Allies capable of performing the services identified in the
site assessment and requested by the customer to drive energy and water
efficiency.
• CONSULTANT staff will remain available through the implementation
process to answer questions about project scope, review supplier-provided
bids, confirm eligibility of specific equipment and provide resources on
financing options.
Task A.2.7 Provide Pre- and Post-installation Quality Control CONSULTANT will complete on-going quality control (“QC”) activities as needed to verify that each project has been installed properly and documented accurately. The QC
process helps to verify that savings are accurately calculated to maintain high realization
rates. This includes:
• Pre- and post-installation field inspections as needed, based on sampling criteria defined in the Policies and Procedures Manual.
• Review of project documentation to verify customer installed measures meet
Program eligibility requirements.
• For custom projects, where applicable, verification of the energy baseline created to define the savings available from the proposed measure(s). This is
completed by confirmation of existing energy use patterns over a defined time
period, facility hours of operation and any weather/temperature impacts. Task A.2.8 Customer Rebate Application Support and Rebate Processing CONSULTANT will provide support to customer with rebate application using the portal
described in Task A.2.1. CONSULTANT will process the rebate application as defined in
the Policies and Procedures Manual with a turnaround time of no more than ten (10) business days from when a complete application is received.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 99
Professional Services Rev. Dec.15, 2020 Page 22 of 57
Task A.2.9 Customer Feedback and Issue Resolution CONSULTANT shall request customer feedback as described in A.1.3.(e). This will evaluate the energy and water efficiency assessment, the on-going support and rebate process associated with the SBEA Program. CONSULTANT shall provide monthly
customer feedback results to CITY in monthly invoicing and reporting. CONSULTANT will address and attempt to resolve all customer issues discovered through either survey feedback or other means of customer contact within five (5) business days. CONSULTANT will pursue continuous improvements to drive customer satisfaction.
Customer feedback issues will be tracked by CONSULTANT using the monthly reports, as well as a completed complaint form. CITY retains the right to separately survey Program participants. If any issues cannot be resolved to the satisfaction of the customer by CONSULTANT
within five business days, CONSULTANT shall immediately provide CITY with a detailed description of any such complaint which will include the name and contact information of the customer and any other information requested by CITY. TASK A.3 – INVOICING AND REPORTING Task A.3.1 Data Management CONSULTANT shall utilize its data management system to provide data tracking, analysis and reporting as well as actionable insights regarding real-time Program
performance. In addition to tracking Program progress, CONSULTANT shall track detailed customer information such as barriers and motivations as well as planned future upgrades to support on-going Program operations.
Task A.3.2 Reporting
CONSULTANT shall provide Program reports to CPAU that are consistent with the reporting templates. Additionally, CONSULTANT shall upload reports into CITY’s reporting database on a monthly basis in order to complete invoicing.
CONSULTANT shall respond to ad-hoc data requests by CITY to meet evaluation,
measurement, and verification (“EM&V”) and other regulatory requirements. Task A.3.3 Invoicing CONSULTANT shall invoice CITY on a monthly basis consistent with Section 5 of the
Agreement and in accordance to the more specific guidelines set forth in this Exhibit “A”
and in Exhibit “C”, “Compensation” through the CITY designated submission approach or system. TASK A.4 – PROGRAM CLOSE-OUT
Task A.4.1 Resolve Outstanding Jobs in Progress The CONSULTANT shall attempt to resolve all outstanding jobs in progress, as well as customer complaints.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 100
Professional Services Rev. Dec.15, 2020 Page 23 of 57
Task A.4.2 Final Program Report CONSULTANT will submit a final report which includes a narrative with an overview of the Program and spreadsheet detailing the budget and actual Program cost. The final report will include Program achievements, challenges, goals, and lessons learned.
CONSULTANT agrees to deliver the final report within 30 calendar days of the end of the Term as such date may be extended at the sole discretion of CITY. CONSULTANT shall maintain electronic copies of invoices for two years as required by the CITY.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 101
Professional Services Rev. Dec.15, 2020 Page 24 of 57
B. OVERVIEW OF CEAP
Brief Program Description This Program is designed to assist nonresidential customers, including City facilities and Palo Alto
Unified School District, with converting gas equipment to efficient electric alternatives at their
facilities. The Program services will cover education and marketing to building owners, property managers, facility managers, and other key personnel; technical assistance to support customers’ building electrification journey; and post-installation quality control. The Program will target the replacement of rooftop gas pack units and gas water heaters in nonresidential buildings and will
also address other gas equipment in commercial kitchens, pools and spas where applicable.
Program Target The Program targets for the term of the Agreement are provided in Table B.1 Electrification savings Calculations are detailed in section B.1.3.(c).
Table B.1 - Commercial Electrification Assistance Program Targets
Term Year 1 Year 2 Year 3 Total
Net kWh savings 966,064 1,992,127 2,465,159 5,423,350
The estimated lifetime avoided GHG emissions reduction for the electrification measures for this Program is 19,899 metric tons (MT).
Eligible Measures
All measures listed in the CPAU rebate catalog for business customers are eligible under this program. Custom electrification measures, new prescriptive measures, and other emerging technologies need to be pre-approved by City Project Manager in advance of installation or
inclusion in the Program in order for CONSULTANT to receive compensation for such measures.
CONSULTANT shall provide the projected electrification savings and supporting documentation for the savings estimates to CITY for measures not covered by the CPAU rebate catalog for business customers. Projected electrification savings must be based on credible sources such as the CalTF eTRM, CPUC Database for Energy Efficiency Resources, approved workpapers, etc.
CITY will ensure there are custom incentives and electrification measures rebates available to
nonresidential customers during the term of the Program.
Program Staffing CONSULTANT agrees to staff the Program in accordance with the Staffing Plan set forth below
in Table B.2. CONSULTANT shall notify the CITY concerning proposed changes to the Staffing
Plan; all such changes require prior written consent of the CITY.
CITY reserves the right to (i) request CONSULTANT conduct criminal background checks to CITY’s satisfaction on all CONSULTANT’s staff, contractors or agents that may enter customer
property, and (ii) require that any staff, contractor or agent of CONSULTANT that fails the
background check shall not be permitted to enter any customer premises.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 102
Professional Services Rev. Dec.15, 2020 Page 25 of 57
Without limiting Section 16 (Indemnity) of the Agreement, CONSULTANT agrees and understands it is responsible for all costs and damages associated with any theft, vandalism, damage or criminal acts involving or committed by CONSULTANT staff, subconsultants or agents involving a customer or customer premises.
Table B.2. Program Staff Contacts Name Title Phone Email
Joanne O’Neill
Sr. Program Director 415-965-3023 joanne.oneill@clearesult.com
Develops strategies and tactics to deliver effective Program performance by directing the work of employees assigned to the Program from
technical, marketing, operations, analytics, and administrative areas.
Ann Marie Mastrippolito
Program Portfolio
Manager
415-965-3004 AnnMarie.Mastrippolito@cleare
sult.com
Responsible for overseeing the portfolio of non-residential programs in California and will instill best practices to enable the Program to be delivered within budget to meet Program goals.
Cameron Guy
Program Manager 415-963-9863 cameron.guy@clearesult.com Serves as Program Manager and primary point of contact for the CITY. Verifies the Program is delivered within budget and is responsible for managing, training, and mentoring the implementation team.
Kelly Lewis
Program Specialist Kelly.Lewis@clearesult.com
Supports the delivery of projects and programs by leading data
management, metrics and reporting, team facilitation and coordination, and process definition and improvement.
Claudia Peck
Account Manager 415-963-9860 Claudia.Peck@clearesult.com
Acts as consultative sales representative to customers’ organization to understand their business and energy objectives and guide them towards solutions. Supports custom project development, aiding the customer through the process.
To Be Hired Sr. Commercial Field Specialist
Performs site assessments of customer facilities and generates reports detailing findings. Provides support for technical or measure specific questions.
To Be Hired Energy Advisor Provide phone and email-based customer support and advising. This includes fielding customer inquiries, responding to requests and using behavioral science tactics to drive Program adoption.
King Lee
Sr. Engineering Manager 415-965-3014 King.Lee@clearesult.com
Helps the Program achieves performance goals by developing strategies to
improve our engineers’ services to consistently delivering high quality
work on time and within budget.
Wes Bennion Energy Engineer Wes.bennion@clearesult.com
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 103
Professional Services Rev. Dec.15, 2020 Page 26 of 57
IV Supports the development and delivery of electrification Programs by providing engineering calculations, measurement and verification, and utility program technical design and assistance.
Jigar Bhatt
Energy Engineer II Jigar.bhatt2@clearesult.com
Supports the development and delivery of electrification Programs by
providing engineering calculations, measurement and verification, and
utility program technical design and assistance.
Ashley Tackitt
Marketing
Account Manager
503-688-1557 Ashley.Tackitt@clearesult.com
Develops marketing material that may include brochures, flyers, displays, postcards, direct mail letters, bill inserts, and press releases.
Program Implementation & Delivery Task B.1 PROGRAM KICK OFF
Task B.1.1 Program Kick-Off Meeting
CONSULTANT will develop agenda for Program Kick Off Meeting and organize the Kick-Off Meeting with CITY staff to review PROGRAM design and delivery, roles, timelines and priorities in the delivery of the PROGRAM. The meeting will also cover logistics, marketing, coordination, measurement and verification activities, establishing
workflow systems, invoicing requirements, reports, and any remaining contractual
questions. CONSULTANT will identify customer data needs from CPAU to inform customer segment analyses and outreach. Task B.1.1 Deliverable: Meeting agenda and meeting minutes
Task B.1.2 Develop Program Plan In coordination with CPAU staff, CONSULTANT shall develop the following documents:
(a) Policies and Procedures Manual
CONSULTANT shall develop, adhere to, and document its compliance with the Policies and Procedures Manual in the Program’s implementation, including the terms and conditions for customers participating in the Program, the process for customers participating in the Program, customer complaint and resolution plan, and the process for
identifying, implementing, measuring and verifying energy efficiency measures. The
Policies and Procedures Manual shall also include a Quality Assurance and Quality Control Plan. Task B.1.2.a Deliverable: Program Policies and Procedures Manual
(b) Marketing Plan CONSULTANT shall develop a Marketing Plan that outlines marketing activities to reach the target customers. Marketing activities may include: outbound call campaign, customer
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 104
Professional Services Rev. Dec.15, 2020 Page 27 of 57
workshops, and webinars. The Marketing Plan will identify outreach activities, workshops, locations and frequency. CONSULTANT may enlist the assistance of local affinity groups, including the Palo Alto Chamber of Commerce, the Palo Alto Merchant Association and various property management companies to better enable CONSULTANT to serve CPAU customers. CONSULTANT shall track and capture data on how customers are finding out
about the Program.
Task B.1.2.b Deliverable: Program Marketing Plan
Task B.1.3 Develop Program Documents CONSULTANT shall develop documents necessary for Program implementation and submit such documents to CPAU for approval before any distribution, circulation, or publication. CONSULTANT shall revise and produce new documents as needed to
implement and promote the Program effectively.
(a)Program Website ContentIn collaboration with CITY staff, CONSULTANT will design and produce informationalweb content related to Program which the CITY will publish. CITY shall provide input on
web content as requested by CONSULTANT and CITY maintains final rights approval.The Program website will include a customer sign-up web-to-lead HTML form.
Task B.1.3.a Deliverable: Program Website Content
(b) Customer Site Assessment Report TemplateCONSULTANT shall create a Customer Site Assessment Report Template that includesthe necessary information for a customer to understand their electrification opportunitiesand their current electric capacity. In addition, it will include information on availablerebates and financing options.
Electrification Assessments will include: • Inventory of physical conditions, effective age and estimated remaining lifespansof gas burning assets• Summary of annual natural gas consumption data provided by CITY, with
identification of the largest natural gas equipment or end use loads•Identification of energy efficient electric equipment as replacement for currentnatural gas equipment (each a “measure”), with comparison of the cost (initial andoperating) and energy consumption (natural gas and electric) of the electric vs gas
equipment, and emissions reductions for the replacement of each existing gas
equipment• Evaluation of the condition and capacity of the existing electrical systems andrecommend upgrades that may be necessary to enable the proposed measures• Recommended locations for new electrical equipment, noting any observed space
or structural constraints and possible remedies.
•Estimate of CPAU electrification incentives available for identified measures
Projected annual electrification savings shall be calculated for each measure based on the following formula:
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 105
Professional Services Rev. Dec.15, 2020 Page 28 of 57
ůĞĐƚƌŝĨŝĐĂƚŝŽŶƐĂǀŝŶŐƐ;ŶĞƚŬtŚͬLJƌͿсŶŶƵĂů'ĂƐƐĂǀŝŶŐƐ;ƚŚĞƌŵƐͬLJƌͿdžϮϵ͘ϯ
ŵŝŶƵƐŶŶƵĂůŶĞƚŝŶĐƌĞĂƐĞŝŶĞůĞĐƚƌŝĐƵƐĞŽĨƉƌŽƉŽƐĞĚĞƋƵŝƉŵĞŶƚ;ŬtŚͬLJƌͿ
ǁŚĞƌĞϮϵ͘ϯсĐŽŶǀĞƌƐŝŽŶĨĂĐƚŽƌĨƌŽŵƚŚĞƌŵƚŽŬtŚ
Task B.1.3.b Deliverable: Customer Site Assessment Report Template
(c) Program Participation AgreementCONSULTANT shall create a Program Participation Agreement that shall collect basic
information from the customer, including facility contact information. The ProgramParticipation Agreement will also act as a Site Access Agreement for the Program.
Task B.1.3.c Deliverable: Program Participation Agreement
(d) Customer Project Completion Sign-off and Customer FeedbackCONSULTANT shall develop a Customer Project Completion sign-off document after thecompleted installation of the electrification measure and a template for customer feedbackincluding how the customer heard about the program and the Net Promotor Score value. The
Customer Project Completion Sign-Off document and Customer Feedback template shall bothbe reviewed and approved by CPAU.
Task B.1.3.d Deliverable: Customer Project Completion Sign-off Form and Customer Feedback Template
(e) Program Invoice and Reporting TemplateCONSULTANT shall create a standard programing report template to meet CPAU’s reportingrequirements, including: monthly invoice, quarterly Program report, annual Program report.
CONSULTANT will work with CITY to finalize Program performance metric to include inthe Program reports. These metrics may include but are not limited to: number of customersparticipating in the Program, electrification savings, completed customer projects, customersatisfaction/net promoter score, customer contact information, summary of customercompliments and/or complaints, reasons for rejection of proposed installations by customer.
CONSULTANT shall submit the Program invoice and reporting templates to CPAU for reviewand approval before use.
Task B.1.3.e Deliverable: Program Invoice and Reporting Templates, and inputting of data
into CPAU’s database
TASK B.2 – PROGRAM IMPLEMENTATION
Task B.2.1 Implement Marketing and Outreach Plan To generate leads for the Program, CONSULANT will conduct ME&O through a variety of channels, targeting property owners, property management companies and local
businesses among others.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 106
Professional Services Rev. Dec.15, 2020 Page 29 of 57
(a)Key Account CoordinationCITY will provide CONSULTANT with list of Key Accounts. CONSULTANT willuse this data, combined with other CONSULTANT and CITY data sources, to createa targeted outreach list in coordination with CITY Key Account Managers.
(b)Marketing, Education and Outreach Materials
CONSULTANT and CITY will work together to develop up to 3 sector specificmarketing brochure(s) for use by CITY and CONSULTANT to promote Program.
CONSULTANT will submit to CITY all marketing materials; including websitecontent, press releases, brochures, social media posts and any other contentmentioning Program in any capacity for approval prior to publishing said Programmaterials.
In all communications, the Program will be represented as a CITY program, includinguse of the CITY approved logo. CITY at its discretion may provide a Program name.
In collaboration with CITY staff, CONSULTANT will develop marketing materialsthat may include brochures, flyers, displays, postcards, direct mail letters, bill inserts
and press releases. Determination of applicable materials will be made by theCONSULTANT as tools to deliver on Program goals. CITY shall have final decision-making authority about if and when to print and mail marketing material. CITYmaintains the right to control all materials being distributed by CONSULTANT whileconsidering potential impacts to Program goals. Customer mailing lists for direct mail
pieces shall be determined by CITY; however, CONSULTANT may provide input,suggested mailing lists and methodologies. If applicable, CONSULTANT and CITYshall design email marketing campaigns and email customer satisfaction surveys; CITYmaintains final rights of approval. CITY shall be responsible for sending theemail
marketing information and tracking responses if they choose. CONSULTANT shall
co-brand all marketing material with CPAU’s logo in a prominent location.
CONSULTANT shall not use CPAU’s logos or brand standards without the approvalof CITY.
Task B.1.3.a Deliverable: Program Marketing Materials
(c)Marketing, Education and Outreach Implementation
CONSULTANT will begin an initial ME&O campaign to potential organizations to
introduce the Program, establish relationships and discuss the services offeredthrough the Program. This campaign includes:
•Outreach to contacts provided by the CITY. CITY Key Account Managers
will lead introductions between Key Account and CONSULTANT including
Public Works staff and Palo Alto Unified School District.
•Outreach to local contractors to establish a pool of participating Trade Allies.
•Recommend content to CITY to directly promote the Program through bill
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 107
Professional Services Rev. Dec.15, 2020 Page 30 of 57
inserts, email communications, direct mail postcards and other relevant marketing channels.
•Assist CITY to launch Program webpages with web-to-lead forms forcustomer sign- ups which are directly linked to CONSULTANT and CITY’s
data management system.
•Provide CITY Account Management team with Program training.CONSULTANT will develop Program talking points for use by Key AccountManagers and other Program stakeholders.
(d)Financing education and referralsCONSULTANT will provide customers with information about financing offeringsthat are available to help drive project adoption through Energy Advisor and AccountManagement team.
Task B.2.2 Perform Electrification Assessments & Provide Recommendations Customer enrollment occurs when CONSULTANT gains the customer’s signature on the Program Participation Agreement between CONSULTANT and customer.
CONSULTANT will schedule and conduct site visits (or virtual visits if necessary or feasible) to perform the electrification assessment. In advance of the visit, the CITY will provide energy consumption data, distribution grid infrastructure capacity and other requested data sources to support CONSULTANT’s assessment. At this site visit,
CONSULTANT will collect all data necessary to develop the Customer Site Assessment
Report described in Task B.1.3.c.
Post visit, CONSULTANT will identify measures; conduct cost, energy and emission calculations; and then create a customized Customer Site Assessment Report.
CONSULTANT will endeavor to coordinate between CITY programs, such as the Electric
Vehicle Technical Assistance Program, to maximize benefit to customers. Such coordination may result in referrals to other programs or joint delivery of services, such as an electric vehicle charging site assessment delivered simultaneous to the electrification assessment.
CONSULTANT will deliver the complete Customer Site Assessment Report to CITY staff and then to the customer. CONSULTANT will also offer to all customers to review the report together in an online meeting to explain the findings, address any questions and begin planning implementation.
Task B.2.3 On-going Technical Assistance
Once a customer has decided to move forward with an electrification project, CONSULTANT will support the customer through project completion until project passes
final inspection. The support provided will be:
•Expert support for product selection and installation.
•A list of qualified, pre-screened contractors for electrification installations. A
trade ally/contractor list will be maintained by the CONSULTANT.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 108
Professional Services Rev. Dec.15, 2020 Page 31 of 57
•Assistance in reviewing and comparing bids from contractors.
•Guidance to customer or contractor applying for permit with the CITY’sDevelopment Center.
•Application assistance for CITY’s Electrification Rebates
CONSULTANT will provide post-installation guidance and support for customers; however, the customers are purchasing products, services, and warranties directly from
vendors and installers, therefore customers will be guided to contact their service provider
should there be maintenance, service, or warranty needs.
Task B.2.4 Customer Sign-off on Project, Feedback and Issue Resolution CONSULTANT shall request customer complete the Customer Sign-off on Project
Completion form upon the completed installation of the electrification measure.
CONSULTANT will also request customer provide feedback using the Customer Feedback form. This will evaluate the electrification assessment and the project support aspects of the CEAP. CONSULTANT shall provide customer feedback to CITY in monthly invoicing and reporting.
CONSULTANT will address and attempt to resolve all customer issues discovered through either survey feedback or other means of customer contact within five (5) business days. CONSULTANT will pursue continuous improvements to drive customer satisfaction. Customer feedback issues will be tracked by CONSULTANT using the monthly reports,
as well as a completed complaint form. CITY retains the right to separately survey Program
participants.
If any issues cannot be resolved to the satisfaction of the customer by CONSULTANT within five business days, CONSULTANT shall immediately provide CITY with a detailed description of any such complaint which will include the name and contact information of
the customer and any other information requested by CITY.
TASK B.3 – INVOICING AND REPORTING
Task B.3.1 Data Management CONSULTANT shall utilize its data management system to provide data tracking, analysis and reporting as well as actionable insights regarding real-time Program performance. In addition to tracking Program progress, CONSULTANT shall track detailed customer
information such as barriers and motivations as well as planned future upgrades to support
on-going Program operations.
Task B.3.2 Reporting CONSULTANT shall provide Program reports to CPAU that are consistent with the
reporting templates. Additionally, CONSULTANT shall upload reports into CITY’s
reporting database on a monthly basis in order to complete invoicing.
CONSULTANT shall respond to ad-hoc data requests by CITY to meet EM&V and other regulatory requirements.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 109
Professional Services Rev. Dec.15, 2020 Page 32 of 57
Task B.3.3 Invoicing CONSULTANT shall invoice CITY on a monthly basis consistent with Section 5 of the Agreement and in accordance to the more specific guidelines set forth in this Exhibit “A” and in Exhibit “C”, “Compensation”.
TASK B.4 – PROGRAM CLOSE-OUT
Task B.4.1 Resolve Outstanding Jobs in Progress The CONSULTANT shall attempt to resolve all outstanding jobs in progress, as well as
customer complaints.
Task B.4.2 Final Program Report CONSULTANT will submit a final report which includes a narrative with an overview of the Program and spreadsheet detailing the budget and actual Program cost. The final report
will include Program Achievements, challenges, goals, and lessons learned. CONSULTANT agrees to deliver the final report within 30 calendar days of the end of the Term as such date may be extended at the sole discretion of CITY.
CONSULTANT shall maintain electronic copies of invoices for two years as required by
the CITY.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 110
Professional Services Rev. Dec.15, 2020 Page 33 of 57
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 via email of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the contract execution. Table B.1 – Schedule of Performance for Small Business Energy Advisor Program
Task Timing (Due Date)
Task A.1 PROGRAM KICK OFF
Task A.1.1 Within 30 days after contract execution, and ongoing as needed
Task A.1.2 Within 60 days after contract execution
Task A.1.3 Within 90 days after contract execution
Task A.1.4 Within 90 days after contract execution
TASK A.2 – PROGRAM IMPLEMENTATION
Task A.2.1 Within 30 days after contract execution and ongoing as needed
Task A.2.2 Ongoing
Task A.2.3 Ongoing
Task A.2.4 Ongoing
Task A.2.5 Ongoing
Task A.2.6 Ongoing
Task A.2.7 Ongoing
Task A.2.8 Ongoing
Task A.2.9 Ongoing
TASK A.3 – INVOICING AND REPORTING
Task A.3.1 Ongoing
Task A.3.2 Ongoing
Task A.3.3 Ongoing
TASK A.4 – PROGRAM CLOSE-OUT
Task A.4.1 Within 30 days after contract expiration
Task A.4.2 Within 30 days after contract expiration
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 111
Professional Services Rev. Dec.15, 2020 Page 34 of 57
Table B.2 – Schedule of Performance for Commercial Electrification Assistance Program
Task Timing (Due Date)
Task B.1 PROGRAM KICK OFF
Task B.1.1 Within 30 days after contract execution, and ongoing as needed
Task B.1.2 Within 60 days after contract execution
Task B.1.3 Within 90 days after contract execution
TASK B.2 – PROGRAM IMPLEMENTATION
Task B.2.1 Ongoing
Task B.2.2 Ongoing
Task B.2.3 Ongoing
Task B.2.4 Ongoing
TASK B.3 – INVOICING AND REPORTING
Task B.3.1 Ongoing
Task B.3.2 Ongoing
Task B.3.3 Ongoing
TASK B.4 – PROGRAM CLOSE-OUT
Task B.4.1 Within 30 days after contract expiration
Task B.4.2 Within 30 days after contract expiration
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 112
Professional Services Rev. Dec.15, 2020 Page 35 of 57
EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth below, up
to the not to exceed budget amount for each Program. For SBEA, the compensation is comprised of start-up fee, site assessment fees, performance payments and customer incentive payments based on the reported energy and water savings. The not-to-exceed consultant payments over the 3 years are given as follows:
Program start-up fee $26,645 (2%) Site assessment fees $288,000 (26%) Performance payments $ 280,683 ( 25%) Customer incentive payments $522,000 (47%)
Total not-to-exceed SBEA payment to CONSULTANT over 3 years = $1,117,328 CITY shall pay the SBEA start-up fee based on completion of Task A.1.2 (Develop program plan), Task A.1.3 (Develop program documents), and Task A.1.4 (Establish SBEA customer incentive levels).
Site assessments are compensated at the rate of $1,000 for in-person assessment, and $600 for virtual assessment, payable upon the delivery of assessment report to CPAU Project Manager. Performance payments are compensated based on the rate schedule in Table C.1, payable upon the verification of installed measures.
Table C.1 Performance payment rate for Small Business Energy Advisor Description of Compensation Performance payment rate Behavioral, Retrocommisioning, and Operational (BRO)
electric savings
$0.117/kWh for 1st year
gross savings
Below-code electric savings for early replacement projects
$0.091/kWh for 1st year gross savings
Above-code energy savings for all retrofit efficiency
projects
$0.1092/kWh for 1st year
gross savings
Behavioral, Retrocommisioning, and Operational (BRO)
gas savings
$0.65/therm for 1st year
gross savings
Below-code gas savings for early replacement projects $0.4355/therm for 1st year gross savings Above-code gas savings for all retrofit efficiency projects
$0.5226/therm for 1st year
gross savings
Electric efficiency savings for new construction projects, minimum 5% savings above code requirements $0.091/kWh
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 113
Professional Services Rev. Dec.15, 2020 Page 36 of 57
Electric efficiency savings for new construction projects, minimum 15% savings above code requirements $0.1092/kWh
Water efficiency savings (retrofit measures) $1.95/CCF for 1st year gross savings
Electric savings tied to water efficiency measure $0.117/kWh for 1st year gross savings Gas savings tied to water efficiency measure $0.65/therm for 1st year gross savings
Payments for SBEA Site Assessments: CPAU will cease making SBEA site assessment payments if the difference between the cumulative site assessment fees and the cumulative Performance Payments exceeds 50% of the Performance portion of the total SBEA budget. CONSULTANT may submit previously completed SBEA site assessments for payment if SBEA delivers additional savings while still maintaining the above ratio.
CPAU may (but shall have no obligation to) modify this payment restriction to allow greater site assessment activity and fees relative to Performance Payments only upon the written approval by the CPAU Project Manager. CONSULTANT shall invoice CPAU for SBEA site assessment upon completion of the
audit report at each customer site. CONSULTANT shall invoice CPAU for the performance payment and customer incentive payment upon completion of post-installation QC and submission of rebate application to CPAU.
For CEAP, the compensation is comprised of start-up fee, site assessment fees, and performance payments based on the reported energy and water savings. The not-to-exceed consultant payments over the 3 years are given as follows:
Program start-up fee $30,000 (2%) Site assessment fees $638,000 (44%) Performance payments $786,386 (54%) Total not-to-exceed payment for CEAP over 3 years = $1,454,386
CTIY shall pay the CEAP start-up fee based on completion of Task B.1.2 (Develop program plan) and Task B.1.3 (Develop program documents). CEAP site assessments are compensated at the rate of $2,000 per project site, payable upon
the delivery of assessment report to CPAU Project Manager. Performance payments are compensated based on the rate schedule in Table C.2, payable upon the verification of installed measures. Table C.2 Performance payment rate for Commercial Electrification Assistance Program ĞƐĐƌŝƉƚŝŽŶŽĨŽŵƉĞŶƐĂƚŝŽŶWĞƌĨŽƌŵĂŶĐĞƉĂLJŵĞŶƚƌĂƚĞ
Electrification savings $0.145/kWh
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 114
Professional Services Rev. Dec.15, 2020 Page 37 of 57
Payments for CEAP Site Assessments: CPAU will cease making CEAP site assessment payments if the difference between the cumulative site assessment fees and the cumulative Performance Payments exceeds 50% of the Performance portion of the total CEAP
budget. CONSULTANT may submit previously completed CEAP site assessments for payment if CEAP delivers additional savings while still maintaining the above ratio. CPAU may (but shall have no obligation to) modify this payment restriction to allow greater site assessment activity and fees relative to Performance Payments only upon the written approval by the CPAU Project Manager.
CONSULTANT shall invoice CPAU for CEAP site assessment upon completion of the assessment report at each customer site. CONSULTANT shall invoice CPAU for the performance payment upon the completion of Customer Project Completion Sign-off. 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. There are no reimbursable expenses authorized in this Agreement.
ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written
authorization via email 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 expense, for such services based on the rates set forth in Table C.3. 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: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 115
Professional Services Rev. Dec.15, 2020 Page 38 of 57
EXHIBIT “C-1” SCHEDULE OF RATES Table C.3: Hourly Rates Position Hourly Rate Senior Program Director / Program Director $215 Program Portfolio Manager / Senior Program Manager $160 Program Manager $137 Senior Engineering Manager / Engineering Manager $172
Energy Engineer $160 Senior Marketing Account Manager / Marketing Account Manager $120
Senior Account Manager / Account Manager $119 Sr. Field Manager / Field Manager $172
Sr. Commercial Field Specialist / Commercial Field Specialist $134 Program Analyst / Operations Analyst $106 Operations Specialist / Operations Coordinator $93
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 116
Professional Services Rev. Dec.15, 2020 Page 39 of 57
EXHIBIT D INSURANCE REQUIREMENTS
CONSULTANTS 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 HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY 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: CONSULTANT, 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 CONSULTANT 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 CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FORCONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II.THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGEAT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
III.ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONALINSUREDS:
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 ORCONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THEADDITIONAL INSUREDS.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 117
Professional Services Rev. Dec.15, 2020 Page 40 of 57
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. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED 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: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 118
Professional Services Rev. Dec.15, 2020 Page 41 of 57
EXHIBIT E INFORMATION PRIVACY POLICY
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 119
Professional Services Rev. Dec.15, 2020 Page 42 of 57
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 120
Professional Services Rev. Dec.15, 2020 Page 43 of 57
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 121
Professional Services Rev. Dec.15, 2020 Page 44 of 57
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 122
Professional Services Rev. Dec.15, 2020 Page 45 of 57
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 123
Professional Services Rev. Dec.15, 2020 Page 46 of 57
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 124
Professional Services Rev. Dec.15, 2020 Page 47 of 57
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 125
Professional Services Rev. Dec.15, 2020 Page 48 of 57
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 126
Professional Services Rev. Dec.15, 2020 Page 49 of 57
EXHIBIT F CYBERSECURITY TERMS AND CONDITIONS
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 companies, who are required to share such information
with the City, as a condition of receiving services from the City or selling goods and services to
the City, including, without limitation, the Software as a Service services provider (the
"Consultant") and its subcontractors, if any, including, without limitation, any Information
Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a
secure IT environment, described below, while it renders and performs the Services and furnishes
goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work
implicates the confidentiality and privacy of the personal information of the City's customers. The
Consultant shall fulfill the data and information security requirements (the "Requirements") set
forth in Part A below.
A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided
to the City, including connection to the City's IT systems; (b) the Consultant's operations and
maintenance processes needed to support the environment, including disaster recovery and
business continuity planning; and (c) the IT infrastructure performance monitoring services to
ensure a secure and reliable environment and service availability to the City. "IT infrastructure"
refers to the integrated framework, including, without limitation, data centers, computers, and
database management devices, upon which digital networks operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot
fulfill the Requirements, the Consultant shall promptly inform the City of its determination and
submit, in writing, one or more alternate countermeasure options to the Requirements (the
"Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the
reasonable satisfaction of the Information Security Manager (the "ISM").
Part A. Requirements:
The Consultant shall at all times during the term of any contract between the City and the
Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison
to the City with respect to the Services to be performed under this Agreement.
(b) Comply with the City's Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are
documented, are accessible to the City, and conform to ISO 27001/2 – Information
Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103
http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=5029
7
(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
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 127
Professional Services Rev. Dec.15, 2020 Page 50 of 57
any of its employees who no longer would require access to that information or who are
terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant
has met or has failed to meet any objective terms and conditions.
(h) Implement access accountability (identification and authentication) architecture and
support role-based 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.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of
the Services' environment design and deployment are known to the City, and (2) it has
implemented measures in accordance with industry best practices applicable to secure
coding and secure IT architecture.
(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 IT system upgrades, patches and configurations conforming to
current patch and/or release levels by not later than one (1) week after its date of release.
Emergency security patches must be installed within 24 hours after its date of release.
(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 one (1) hour of detecting 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) meet(s) all of the Requirements.
(o) 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 the
annual anniversary date or any other date agreed to by the Parties.
(p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's
performance of random site security audits at the Consultant's site(s), including the site(s)
of a third-party service provider(s), as applicable. The scope of these audits will extend to
the Consultant's and its third-party service provider(s)' awareness of security policies and
practices, systems configurations, access authentication and authorization, and incident
detection and response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, and the Confidential Information will be accessible only by the Consultant and
any authorized third-party service provider's personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability
of the Services. Adequately encrypt the City of Palo Alto's data, during the operational
process, hosted at rest, and the backup stage at the Vendors' environment (including
Vendor's contracting organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration
or earlier termination of this Agreement and in a mutually agreeable storage medium.
Within thirty (30) days after the effective date of expiration or earlier termination of this
Agreement, all of those records relating to the performance of the Services shall be
provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state, and
local data and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the
City and or any authorized recipient.
(v) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City
for the systems and services the Vendor provides to the City.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 128
Professional Services Rev. Dec.15, 2020 Page 51 of 57
(w) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions
for authentication and authorization services from the "City's environment to the Vendor's
environment," and Vendor's environment to the Vendor's cloud services/hosted
environment." The Vendor shall provide regular reporting through Excel or Power BI to
access information required by the City.
(x) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct,
indirect or punitive damages whatsoever including, without limitation, damages for loss of
use, data or profits, arising out of or in any way connected with the City's IT environment,
including, without limitation, IT infrastructure communications.
(y) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s EXHIBIT “D” INSURANCE REQUIREMENTS.
Part B. Alternate Requirements:
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 129
Professional Services Rev. Dec.15, 2020 Page 52 of 57
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into
this 15th day of November, 2021, by and between the City of Palo Alto, a California charter city
and municipal corporation with offices at 250 Hamilton Avenue, Palo Alto, California 94301
(“CITY”), and CLEAResult Consulting Inc., a Texas corporation with offices at 6504 Bridge Point
Pkwy, Suite 425, Austin, Texas 78730 (“COMPANY”). COMPANY and CITY may also be referred
to individually herein as a “Party,” and collectively herein as the “Parties.”
Z /d>^
WHEREAS, COMPANY and CITY are engaged in a business transaction with each other (the
“Transaction”); and
WHEREAS, in connection with the Transaction, COMPANY may disclose to CITY certain
Confidential Information (defined below) of the COMPANY, and CITY may disclose to the
COMPANY certain Confidential Information of the CITY; and
WHEREAS, each Party desires to protect the confidentiality of its Confidential
Information; and
WHEREAS, the Disclosing Party (defined below) would not disclose its Confidential
Information to the Receiving Party (defined below) but for the legal protections against
unauthorized disclosures intended to be afforded by California law and this Agreement, and is
relying on the protections against such disclosures contained in this Agreement in disclosing such
Confidential Information to the Receiving Party;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants,
opportunities and promises set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ϭ͘ ŽŶĨŝĚĞŶƚŝĂů/ŶĨŽƌŵĂƚŝŽŶ͘ As used in this Agreement, “Confidential Information” means all
data, information, document and other material of the Parties, in any form or media, that:
A. Is not generally known to the public, whether of a technical, business or other nature
including, without limitation any and all intellectual property rights either Party holds in
and to its data, information, documents and other materials including without limitation
any software, services and/or documentation, including patents, copyrights, and
trademarks and trade secrets;
B. is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”)
or that is otherwise learned or accessed by the Receiving Party in the course of its
communications, discussions or other dealings with, or due to its physical or electronic
access to the premises, property or systems of, the Disclosing Party; and/or
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 130
Professional Services Rev. Dec.15, 2020 Page 53 of 57
C. has been identified as being proprietary and/or confidential, or that would reasonably be
deemed to be proprietary and/or confidential based upon the nature of such information
and/or the circumstances surrounding its disclosure or receipt.
Ϯ͘ džĐĞƉƚŝŽŶƐ͘ “Confidential Information” does not include information which:
A. becomes generally available to the public other than as a result of a disclosure by the
Receiving Party;
B. was available to the Receiving Party on a non-confidential basis prior to its receipt by the
Receiving Party;
C. becomes available to the Receiving Party on a non-confidential basis from a source other
than the Disclosing Party, its employees or agents, provided that such source is not bound
by a confidentiality agreement with the Disclosing Party, its employees or agents or
otherwise is prohibited from transmitting the information to the Receiving Party by a
contractual, legal or fiduciary obligation; or
D. was independently developed by the Receiving Party without access to or the benefit of
the Confidential Information.
ϯ͘ EŽŶͲŝƐĐůŽƐƵƌĞ ŽĨ ŽŶĨŝĚĞŶƚŝĂů /ŶĨŽƌŵĂƚŝŽŶ͘ The Receiving Party, except as expressly
provided in this Agreement, will keep all Confidential Information confidential and will not
disclose any Confidential Information without the Disclosing Party's prior written consent,
except as otherwise expressly provided for in this Agreement. In addition, the Receiving Party
will not use, or permit others to use, the Disclosing Party’s Confidential Information for any
purpose other than for the Receiving Party’s consideration of, and discussion with the
Disclosing Party of, the Transaction being explored between the Parties pursuant to and in
accordance with this Agreement. Such permitted use includes the disclosure of the
Confidential Information to the Receiving Party’s employees and agents on a need-to-know
basis only and solely for purposes of the Receiving Party’s consideration of, and discussion
with the Disclosing Party of, the Transaction being explored between the Parties pursuant to
and in accordance with this Agreement, provided that the Receiving Party informs such
employees and agents of, and requires them to adhere to, the provisions of this Agreement.
The Receiving Party is responsible for any use of Confidential Information by its employees
and agents.
ϰ͘ WƵďůŝĐ ZĞĐŽƌĚƐ Žƌ 'ŽǀĞƌŶŵĞŶƚĂů ZĞƋƵĞƐƚ͘ The Receiving Party shall comply with the
confidentiality covenants contained herein to the fullest extent permitted by applicable law.
Should the Receiving Party receive a public records request, or otherwise be directed by any
governmental authority to disclose any or all of the Disclosing Party’s Confidential
Information, the Receiving Party shall promptly provide notice to the Disclosing Party of such
request to allow the Disclosing Party an opportunity to prevent such disclosure. Furthermore,
in the event that a request for COMPANY’s Confidential Information is made under applicable
public records law, the CITY agrees to cooperate with any reasonable request of COMPANY,
at COMPANY’s expense, to maintain the confidentiality of the COMPANY’s Confidential
Information. The Parties understand and agree that in the event that COMPANY’s
Confidential Information is sought from CITY under such a public records request, and the
CITY asserts to the requesting party that such records are not disclosable due to their
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 131
Professional Services Rev. Dec.15, 2020 Page 54 of 57
confidential and/or proprietary nature (or other basis under the law for non-disclosure), and
such non-disclosure is challenged in court, it will be COMPANY’s responsibility to take action
in court to defend the non-disclosure/oppose disclosure. Nothing herein shall require the
CITY to take any action, or to refuse to disclose information, where to do so would violate
applicable law.
ϱ͘ KǁŶĞƌƐŚŝƉ ŽĨ ŽŶĨŝĚĞŶƚŝĂů /ŶĨŽƌŵĂƚŝŽŶ͘ All Confidential Information will remain the
exclusive property of the Disclosing Party, and the Receiving Party will have no rights, by
license or otherwise, to use the Confidential Information except as expressly provided herein
or in a separate written agreement specifically granting such rights.
ϲ͘ WƌŽƚĞĐƚŝŽŶ ŽĨ ŽŶĨŝĚĞŶƚŝĂů /ŶĨŽƌŵĂƚŝŽŶ͘ The Receiving Party will take commercially
reasonable measures to protect and secure the Disclosing Party’s Confidential Information
from unauthorized access, disclosure, dissemination or use, including, at a minimum, those
measures it takes to protect and secure its own confidential information, and, in any event,
no less than a reasonable standard of care.
ϳ͘ EŽƚŝĐĞ ŽĨ hŶĂƵƚŚŽƌŝnjĞĚ ŝƐĐůŽƐƵƌĞ͘ The Receiving Party shall immediately notify the
Disclosing Party upon the discovery of any loss or unauthorized disclosure or use of the
Confidential Information of the Disclosing Party.
ϴ͘ /ŶũƵŶĐƚŝǀĞZĞůŝĞĨ͘ Each Party acknowledges and agrees that a breach by it or one of its
affiliates, employees or agents of any of the covenants set forth in this Agreement will cause
irreparable injury to the other Party and its business for which damages, even if available, will
not constitute an adequate remedy. Accordingly, each Party agrees that the other Party, in
addition to any other remedy available at law or in equity, shall be entitled to the issuance of
injunctive relief (including, without limitation, specific performance) by a court of competent
jurisdiction in order to enforce the covenants and agreements contained herein.
ϵ͘ ƚƚŽƌŶĞLJƐ͛ &ĞĞƐ ĂŶĚ ŽƐƚƐ͘ If attorneys’ fees or other costs are incurred to secure
performance of any obligations under this Agreement, or to establish damages for the breach
thereof, or to obtain any other appropriate relief, whether by way of prosecution or defense,
the prevailing Party will be entitled to recover reasonable attorneys’ fees and costs incurred
in connection therewith.
ϭϬ͘ EŽŶͲǁĂŝǀĞƌ͘ Any failure by either Party to enforce performance of any provision of this
Agreement will not constitute a waiver of its right to subsequently enforce such provision or
any other provision of this Agreement.
ϭϭ͘ ƐƐŝŐŶŵĞŶƚ͘ Neither Party may assign this Agreement or any rights or obligations hereof
without the prior written consent of the other Party, and any attempted assignment without
such consent shall be null, void, and of no effect. Subject to the foregoing, the covenants,
terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs,
successors, executors, administrators and assignees of the Parties.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 132
Professional Services Rev. Dec.15, 2020 Page 55 of 57
ϭϮ͘ ^ĞĐƚŝŽŶ,ĞĂĚŝŶŐƐ͘ The section headings contained in this Agreement are for convenience of
reference only and are not intended to define the scope of any provision of this Agreement.
ϭϯ͘ EŽƚŝĐĞƐ͘ All notices or communications required or permitted to be given under this
Agreement shall be in writing and shall be delivered by: (a) certified mail, return receipt
requested to a party’s principal place of business set forth below in this Notices section, (b)
hand delivered, (c) e-mail, or (d) delivery by a reputable overnight carrier service. In the case
of delivery by e-mail, the notice must be followed by a copy of the notice being delivered by
a means provided in (a), (b) or (d). The notice will be deemed given on the day the notice is
received.
Notices to the Parties under this Agreement shall be provided as follows:
NOTICE TO COMPANY:
CLEAResult Consulting, Inc.
100 SW Main Street, Suite 1500
Portland, OR 97204
Attention:
Legal Department
NOTICE TO CITY:
City of Palo Alto
Utilities Department
250 Hamilton Avenue
Palo Alto, CA 94301
Attention:
Dean Batchelor
Utilities Director
ϭϰ͘ 'ŽǀĞƌŶŝŶŐ>Ăǁ͘ This Agreement will be governed by and construed in accordance with
California law, without regard to its conflict-of-law provisions.
ϭϱ͘ :ƵƌŝƐĚŝĐƚŝŽŶĂŶĚsĞŶƵĞ͘ Any judicial proceeding brought by or against the Parties arising out
of this Agreement or any matter related hereto shall be brought exclusively in a California
federal or state court of competent jurisdiction. The venue for any dispute shall be Santa
Clara County, California. Each of the Parties consents to the exclusive jurisdiction and venue
of the aforesaid courts.
ϭϲ͘ ^ĞǀĞƌĂďŝůŝƚLJ͘ If any term or provision of this Agreement or the application thereof shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement or the application
of such term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforced to the fullest extent permitted by law.
ϭϳ͘ ŵĞŶĚŵĞŶƚ͘ This Agreement may only be modified by written amendment signed by
authorized representatives of the Parties and approved as required under Palo Alto Municipal
Code.
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 133
Professional Services Rev. Dec.15, 2020 Page 56 of 57
ϭϴ͘ /ŶĐŽƌƉŽƌĂƚŝŽŶŽĨZĞĐŝƚĂůƐ. The recitals set forth on page 1 of this Agreement are substantive
terms of this Agreement and are hereby fully incorporated herein by this reference.
ϭϵ͘ ŽƵŶƚĞƌƉĂƌƚƐ͘ This Agreement may be executed in one or more counterparts, each of which
will be deemed an original and all of which will constitute one and the same Agreement.
ϮϬ͘ dĞƌŵ ĂŶĚ dĞƌŵŝŶĂƚŝŽŶ͖ ^ƵƌǀŝǀĂů͘ This Agreement is intended to cover Confidential
Information disclosed or received by either Party prior or subsequent to the date of this
Agreement. Unless otherwise earlier terminated, this Agreement will expire five (5) years
from the date first written above; provided, however, that each Party's confidentiality and
security obligations with respect to the other Party's Confidential Information disclosed or
received prior to termination or expiration will survive until such Confidential Information
ceases to be confidential hereunder or the Receiving Party is no longer in possession or
control of such information in accordance with the provisions of this Agreement.
Ϯϭ͘ ZĞƚƵƌŶŽĨŽŶĨŝĚĞŶƚŝĂů/ŶĨŽƌŵĂƚŝŽŶ͘ Upon termination or expiration of this Agreement, or
upon receipt of written request from the Disclosing Party, the Receiving Party shall promptly
and securely return to the Disclosing Party all Confidential Information of the Disclosing Party,
including any copies made thereof, and/or shall promptly and securely destroy (so as to
render such Confidential Information unreadable by any third party) all such Confidential
Information of the Disclosing Party in the Receiving Party’s possession or control (including in
the possession or control of any employee or agent of the Receiving Party) and shall, upon
request of the Disclosing Party, certify such secure destruction in writing to the Disclosing
Party within thirty (30) days of such request.
ϮϮ͘ ^ĞĐƚŝŽŶ,ĞĂĚŝŶŐƐ͘ All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this
Agreement.
Ϯϯ͘ ŶƚŝƌĞ ŐƌĞĞŵĞŶƚ͘ This Agreement represents the entire agreement of the CITY and
COMPANY with respect to the subject matter hereof, and supersedes any prior agreements,
understandings, and representations, whether written, oral, expressed, implied, or statutory.
The CITY hereby acknowledges that in entering into this Agreement it did not rely on any
information not explicitly set forth in this Agreement.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF 8.a
Packet Pg. 134
Professional Services Rev. Dec.15, 2020 Page 57 of 57
WZdz^/'EdhZ ^dKd, 'Z D Ed
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representative(s) as of the date first set forth above.
KDWEz
> Z ^h>dKE^h>d/E'͕/E͘
APPROVED:
By:_________________________________
Name:______________________________
Title:_______________________________
/dz
/dzK&W>K>dK
APPROVED:
By:_________________________________
Ed Shikada
City Manager
RECOMMENDED:
By:_________________________________
Dean Batchelor
Utilities Director
APPROVED AS TO FORM:
By:_________________________________
Joan Borger
City Attorney or Designee
DocuSign Envelope ID: 7B254660-1795-4EF4-A9C6-713A9338D1FF
Andrea White
Senior Vice President
8.a
Packet Pg. 135