HomeMy WebLinkAboutStaff Report 13712
City of Palo Alto (ID # 13712)
City Council Staff Report
Meeting Date: 2/14/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Approval of Meter Data Management System (MDMS) Contract
C22184319 With N. Harris Corporation (SmartWorks) in the Amount Not to
Exceed $1,804,055 Over a Five-Year Term
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommends that Council approve and authorize the City Manager or their designee to
execute Contract C22184319 (Attachment A) with N. Harris Computer Corporation
(SmartWorks), for meter data management system (MDMS) subscription licensing and
professional services, in an amount not to exceed $1,804,055 over a five-year term.
Executive Summary
On October 18, 2021, Council approved the advanced metering infrastructure (AMI) contract
with Sensus for the citywide AMI system and installation services (Staff Report #13665). AMI is
a foundational technology that is becoming a standard in the utilities industry to implement
smart grid systems designed to improve customer experience, strengthen system reliability,
enable City of Palo Alto Utilities (CPAU) to operate more effectively, and enable the community
to meet its environmental sustainability and resiliency goals.
The MDMS will act as the system of record for all meter readings and customer consumption,
integrating with various other system and providing essential information to utility billing,
customer service, engineering, and operations. It will offer dashboards, visualizations, and
analytics to view individual meters or aggregated meters. The MDMS also provides analysis
tools for water leak detection, outage map, and transformer health.
Background
In November 2018, the City Council approved the Utilities Smart Grid Assessment and
Technology Implementation Plan (Staff Report #9780). The assessment recommended the
implementation of AMI and MDMS smart grid systems for the benefit of electric, natural gas
and water utility customers. The smart grid systems will empower customers to more efficiently
utilize utility supplies, facilitate customer adoption of distributed energy resources (DER) such
as solar photovoltaics, energy storage, and electric vehicles, and enable the timely detection of
water leaks. AMI and MDMS will also enable CPAU to optimize operations and improve
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reliability by reducing restoration time for outages. AMI and MDMS will be critical systems to
meet the community’s greenhouse gas reductions goals by enabling time-of-use (TOU)
electricity rates and to encourage the use of electrical appliances and charging EVs during
periods of the day when electricity cost is low.
The UAC and Council acceptance in 2018 of staff’s recommendation to invest $16 to $19 million
in AMI technology was based on a financial and economic analysis undertaken by expert
consultants and the experience gained by CPAU after implementing the Customer Connect AMI
pilot in 2013-18. The estimated capital cost related to the AMI system installation was
approximately $16 to $19 million with an investment life of 18 years. The evaluation also
analyzed the operational impact and found that the investment will require a few staffing
changes to implement and maintain the AMI infrastructure to maximize the value of the
investment. The annual operating cost of the AMI system is estimated to be $1.9 million, which
would be offset by $3.3 million in benefits estimated to accrue from electricity and water use
conservation, and current staffing related savings. The result is projected to be a net monetary
benefit of $1.4 million per year on an ongoing basis.
Discussion
Following Council’s acceptance of staff’s recommendation to invest in AMI technology in
November 2018, staff retained consultants to assist with soliciting AMI system vendor
proposals. On March 31, 2020, a Request for Proposal (RFP) Number 177782 for ‘Equipment,
Software, and Services for an Advanced Metering Infrastructure Project’ was issued. Staff
received 8 proposals for a hosted MDMS. The proposals ranged in implementation costs
($165,000 - $1,029,000), subscription fees ($39,000 - $313,000), maturity of the technology (0 –
15 years), business requirements (112), integration with third party systems (CIS, GIS, Sensus,
SEW), and utilities (electric, gas, water).
The proposals were evaluated based on the following criteria.
1. Quality and completeness of Proposal
2. Quality, performance, and effectiveness of the solution
3. Proposer’s experience
4. Cost to the City
5. Proposer’s financial condition and stability
6. Proposer’s ability to perform the requirements within the time specified
7. Proposer’s prior record of performance with City or other agencies
8. Proposer’s ability to provide future maintenance, repairs, parts and/or services
9. Proposer’s compliance with applicable laws, regulations, policies
10. Whether or not the Proposal is Turnkey; existence of synergies with existing City systems
SmartWorks (a division of N. Harris Computer Corporation) scored the highest overall points for
the MDMS evaluation. They are the industry’s leading MDM provider for medium size and
municipal utilities like CPAU. SmartWorks has deployed SmartWorks Compass and MeterSense
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MDM at more than 300 utilities throughout North America.
As part of the AMI RFP, there were five components (AMI network, water metering, gas
metering, installation services, and meter data management system). Proposers were
permitted to submit a single or joint proposal for one or more project components. Multiple
AMI vendors also proposed SmartWorks as the MDMS in their joint proposals.
In addition to the MDMS platform and KPI dashboard, SmartWorks will provide the following
analytical modules.
Leak Detection and Notification
SmartWorks Compass provides an analytical software solution to water leaks, identifying leaks
both from meter notifications and using intelligent data analysis. A prioritized list of customers
to be contacted is then produced. The magnitude of the leaks is quantified to help prioritize
customer contact and even help identify root cause (i.e., broken toilet, burst pipe, etc.).
Outage Performance
The outage performance module will improve outage response time by enabling CPAU to 1)
view outage and restoration notifications on a map; 2) classify and interrogate outage events;
3) process outage notifications; and 4) initiate actions for outage response.
Transformer Load Analysis
The transformer analysis module continually analyses loads on distribution transformers and
identifies those at risk of failure, resulting in improved system reliability and better asset
utilization. “What-if” scenario planning determines the optimum replacement size for
overloaded transformers and helps determine if existing transformers have sufficient capacity
for future construction and developments.
Rate and Revenue Analysis
The rate and revenue analysis module enables CPAU to evaluate the financial impact of various
operational scenarios both on utilities and consumers by 1) configuring TOU rates with blocks
and tiers; 2) calculating “what-if” bills and assess cost delta for an account; 3) quantifying the
effect of rate changes on customers and impact on utility revenue; 4) identifying customers
most impacted by specific rate changes.
The system would include the following application and security features:
• Validate, edit and estimate (VEE) metering information received from the AMI
network and store information as the system of meter reading records.
• Process and provide required information to produce customer bills in the SAP CIS
system; feed hourly/daily consumption information to the SEW customer portal
(MyCPAU) for viewing by the customer.
• Provide information for various system analytics tasks such as outage notification,
transformer loading analysis, voltage analysis, conservation voltage program, etc.
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• The software and hosting services are provided on servers operated by IBM. The
hosted software meets industry security standards:
o AES-256 encryption, FIPS (140-2), FISMA and California SB1386 compliant.
o In the process of obtaining SOC2 certification by early 2022.
o No Personally Identifiable Information (PII) will be stored in the system.
The MDMS will act as the system of record for all meter readings and customer consumption. It
will offer dashboards, visualizations, and analytics to view individual meters or aggregated
meters.
Timeline
Under phase 1 (2023 – 2025), the City will receive water leak detection and outage maps. The
transformer module for identification and resolution of overloaded and underloaded
transformers within the system will also be implemented. Additional features such as rate and
revenue analysis and conservation voltage reduction program are expected to be implemented
in phase 2 of the AMI project in the 2026 period.
Resource Impact
Funding for year one of the Harris SmartWorks MDMS contract is available in the FY 2022
Adopted Capital Budget via Electric capital improvement project (CIP) EL-11014 (Smart Grid
Technology Installation). The first year of the contract is for $790,731 consisting of one-time
implementation costs of $457,400, first year software subscription fees of $253,331 and not-to-
exceed travel expenses of $80,000 for professional services as needed. The annual recurring
subscription fee of $253,331 for software licensing and SaaS support will be charged to the
Electric, Gas and Water operating budgets in FY 2023 - 2026. Funding for FY 2023 and beyond is
subject to City Council approval of the annual appropriation of funds through the annual budget
process.
This contract is not on the City’s professional services template, but incorporates the City’s right
to terminate without cause/for convenience by providing written notice to the contractor. In
the event the City finds itself facing a challenging budget situation, and it is determined that
City resources need to be refocused elsewhere, the City can terminate for convenience. Other
options include termination due to non-appropriation of funds or amending the contract to
reduce the cost, for example, by reducing the scope of work. The contract may also be
temporarily suspended by written notice of the City Manager. However, depending on the
cause for termination or suspension, the City may incur an early termination penalty equivalent
to one year’s annual software subscription fees ($253,331).
Stakeholder Engagement
The need for an AMI system has been discussed with the UAC and Council since 2013, including
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the implementation of a pilot AMI system in the 2013-2018.
As part of the 2018 Utilities Strategic Plan development, staff actively engaged with internal
and external stakeholders to identify priorities to be carried out by staff over the next three to
five years. AMI was a recurring theme and identified as a strategic initiative under the
“Technology” priority to increase system reliability, enhance customer experience, improve
response time, and meet the community’s sustainability goals.
Staff has begun a concerted effort to communicate the many facets of this project, including:
customer and organization benefits and costs, project timeline and what can customers and
employees expect during different stages of the project, how will this project impact individual
staff members, staffing, and training needs. Utilities is coordinating this project with multiple
departments (Administrative Services, IT, Attorney’s Office, Planning) and discussing impacts to
their organizations. Appropriate channels will be used to effectively communicate and engage
with stakeholders. The AMI project related information can be found at
www.cityofpaloalto.org/AMI. As the project progresses and mass meter deployment begins in
mid-2023, additional meter installation related communications will also be undertaken with
the community.
Environmental Review
Approval of the MDMS agreement proposed in this staff report does not meet the definition of
a project under the California Environmental Quality Act (CEQA), pursuant to the California
Public Resources Code Section 21065, because it is not an activity that will cause a direct
physical change in the environment.
The City’s prior approval of the AMI project, of which MDMS is a part, is categorically exempt
under California Environmental Quality Act (CEQA) Guidelines section 15301(b) as a Project
involving minor alteration of existing public utilities facilities and equipment, with negligible or
no expansion of existing or former use; therefore, CEQA review is not required.
Attachments:
• Attachment A: N. Harris Corporation (SmartWorks), Contract C22177782A
Subscription Services Agreement – C22177782A This Subscription Services Agreement (the “Agreement”), is entered into on February 14, 2022 (the “Effective Date”) by and between City of Palo Alto ("Customer" or “City”) N. Harris Computer Corporation of 1 Antares
Drive, Suite 400, Ottawa, Ontario K2E 8C4 ("SmartWorks" or “CONSULTANT”). NOW THEREFORE, in consideration of the mutual covenants and obligations contained here and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions (a) The following terms shall have the meaning set out below; all other capitalized terms not otherwise defined in this Section shall have the meaning set forth in the Agreement: (i) “Annual Subscription Fees” means the annual subscription fees set out in Schedule “A” to this Agreement. (ii) “Change Order” means any written documentation between the Customer and SmartWorks evidencing their agreement to change particular aspects of this Agreement. (iii) “Completion of Services” means the Professional Services are complete and shall be deemed to have occurred on the date which the Customer commences using the Services in a production environment. (iv) “Confidential Information” means, with respect to a party hereto, all information or material which: is (A) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (B) known by the parties to be considered confidential, proprietary, or is confidential under federal or
state law or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information of
SmartWorks shall include, without limitation, the Software, the Documentation, and any information with respect to the Services that SmartWorks may provide to Customer from time to time, including without limitation, all information disclosed by SmartWorks or its service providers relating to the security of its facilities, computer systems and products. Confidential Information does not include information to the extent that a party can show by appropriate documentation that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without
reference to or use of the other party's Confidential Information and which such independent development can be established using evidence that would be acceptable to a court of competent jurisdiction. (v) “Data Conversion Fees” shall have the meaning set forth in Section 10 of this Agreement. (vi) “Data” or “City Data” means all data, documents, content, software, text, information, audio, video and images that are provided by or on behalf of Customer to SmartWorks or its third party service provider and all other content transmitted, posted, received or created through Customer’s use of the Services or the Software, including Personal Information.
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(vii) “Documentation” means user guides, operating manuals, education materials, product descriptions
and specifications, technical manuals, and supporting materials. (viii) “Fees” means the Annual Subscription Fees, Professional Services Fees, Conversion Costs and other Fees as may be further described and listed in Schedule “A” of this Agreement. (ix) “Maximum Channels” means the maximum number of channels or existing systems and connected devices such as Supervisory Control and Data Acquisition (SCADA) and sensors in the emerging Internet of Things (IoT) that collect data regarding electricity being consumed by a customer of Customer or collect data regarding electricity provided by a customer to Customer, with which Customer is authorized to use the Software as specified in Schedule “A”. (x) “Maximum Meters” means the maximum number of meters with which Customer is authorized to use the Software as specified in Schedule “A”. (xi) “Personal Information” means personal information about a California resident as defined in the
California Civil Code Section 1798 et seq., as amended from time to time. (xii) “Professional Service(s)” means those implementation, training, consulting and professional service(s) provided by the SmartWorks Professional Services team as further described in a SOW. (xiii) “Professional Services Fees” means the Professional Service(s) fees set out in Schedule “A” and the SOW. (xiv) “Services” and “Software Services” each means the web-based hosting service(s) and software solution to be provided by or on behalf of SmartWorks under this Agreement that includes hosting, monitoring, operating and maintaining the Software as a service at a site owned or controlled by
SmartWorks and the delivery of exclusive access via the Internet to Customer to use the Software, as a service, granted to Customer pursuant to Section 2 hereof. The Services shall also include
storing all data entered and maintained by Users through use of the Services. (xv) “Software” means the software product(s) that are owned by SmartWorks, delivered as a subscription based hosted solution and listed in Schedule “A”. (xvi) “SOW” or “Statement of Work” means a written statement of work that sets out a description of the Professional Services to be provided by SmartWorks to Customer that is signed by an authorized representative of each of the parties and attached to this Agreement as Schedule “C”. (xvii) “Support Services” means those support services to be provided by the SmartWorks Support team as further described in Schedule “D” to this Agreement. (xviii) “Third Party Components” means any third party telecommunications, energy/utility transportation,
managed facilities and/or software applications and services that SmartWorks or its service providers has licensed or purchased and provided access to or otherwise made available to Customer as part of the Services. (xix) “User” means an employee or legal agent of Customer that has been authorized by the Customer to access and use the Services. b) Schedules The Schedules described below and attached to this Agreement shall be deemed to be integral parts of this
Agreement.
Schedule “A” - Description of Services; Fees & Payment Terms
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Schedule “B” - Services Availability
Schedule “C” - Statement of Work
Schedule “D” - Support Services
Schedule “E” - Security
Schedule “F” – Third Party Software
Schedule “G” – Insurance Requirements
Schedule “H” – Cybersecurity Terms and Conditions
In the event of any conflict or inconsistency between the terms and conditions in the main body of this Agreement
and the terms and conditions in any Schedule, the terms and conditions of the main body of this Agreement shall
control unless otherwise expressly stated in the provision giving rise to the conflict or inconsistency.
2. Authorization
Subject to the terms and conditions of this Agreement, including without limitation, payment by Customer of the Professional Services Fees required for set-up and the Annual Subscription Fees, SmartWorks hereby grants to
Customer a personal, non-exclusive, non-transferable limited right during the Term (a) to allow Users to access and use the Services for up to the Maximum Channels and Maximum Meters on an annual subscription basis and in accordance with the Documentation solely for Customer’s internal business purposes and (b) to use, copy and modify the Documentation solely for the purpose of creating and using internal training materials relating to the Services.
3. Fees, Not to Exceed Compensation
The Fees to be paid to SmartWorks in consideration of the performance of the Services and the Professional Services shall be based on the compensation structure detailed in Schedule A, entitled “Description of Services; Fees & Payment Terms,” including any reimbursable expenses specified therein, and the maximum total compensation for the Initial Term (as defined in Section 5 below) shall not exceed $1,804,055 (the “Initial Term Maximum”). Any work performed or expenses incurred for which payment would result in a total exceeding the Initial Term Maximum shall be at no cost to the CITY.
Customer shall pay “Undisputed Fees” by the due date set forth in an invoice. “Undisputed Fees” means the fees set forth in any invoice for which Customer has not, within thirty (30) days of receipt of the applicable
invoice, delivered written notice to SmartWorks detailing its dispute regarding the Fees.
The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or
categories listed in Schedule A, Fees and Payment Terms, provided the total compensation for the performance of the Services during the Initial Term, including any reimbursable expenses authorized by City, does not exceed
the Initial Term Maximum.
The Annual Subscription Fees, Professional Services Fees and any other fees set out in this Agreement are
exclusive of taxes. Customer agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be
levied by a taxing authority (excluding taxes on SmartWorks’ net income). If Customer is exempted from payment of the foregoing taxes by applicable laws, it shall deliver written proof of tax exemption status to SmartWorks on the Effective Date. If any Fees are not paid when due, then at SmartWorks’ discretion, SmartWorks may suspend the Services, including all Customer access to the Services, pursuant to Section 15(b). 4. Travel and Lodging Expenses Travel and lodging expenses will be billed in conjunction with any Professional Services work performed at
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Customer's offices by any SmartWorks personnel. SmartWorks will be reimbursed for travel time at a rate of $50 per hour per SmartWorks representative. Travel from outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost for each SmartWorks employee providing Professional Services subject to the following: (a) Lodging Expense If the SmartWorks employee must spend the evening, the employee shall select
single occupancy, standard, non-deluxe accommodations and should stay at hotels offering economical
lodging rates. The City shall not reimburse any cost related to the extension of a hotel stay beyond the
time necessary to complete the work-related event. Within California or adjoining states an extra night’s
hotel stay should not be necessary if flight arrangements can be made the same day. The use of hotels
is restricted to cities located beyond 50 miles (one way) from the City of Palo Alto or the traveler’s
residence (whichever is shortest).
(b) Transportation
i. Air Transportation. If the SmartWorks employee must travel by air to reach Customer's offices,
the traveler shall fly economy coach class on the lowest cost flight available for the most direct route to
the final destination, which could reasonably include scheduled layovers. Travelers are encouraged to
make air reservations as early as feasible to obtain the greatest discount and to consider the use of
alternate but nearby airports to take advantage of the lowest fares. Extension of the trip to cover a
weekend stay to obtain a lower airfare does not entitle the traveler to be reimbursed for the extra day's
hotel costs or meal expenses. Travelers may use City travel to qualify for frequent flyer credits, but the
selection of an airline for a given trip shall not be made for the purpose of accumulating such credits.
Travelers that choose to use their personal frequent flyer miles for City business shall not be reimbursed
for the value of the tickets. If the airline charges for all checked baggage, the City will cover the cost for
one checked bag only. Excess baggage charges are not reimbursable.
ii. Rental Cars. Rental cars shall only be approved, if other ground transportation, such as shuttles
or taxis, is more expensive during the stay at the destination. Only economy or compact car models may
be rented, unless the upgrade is provided by the rental agency at no cost. Rental car options such as
GPS devices are not reimbursable. Travelers must also decline any Fuel Purchase Options (which allow
for prepayment of a gas tank refill) and shall refuel prior to returning the rental car, if additional charges
apply for refueling. Use of a rental car will be reimbursed either at the current IRS mileage rate or the car
rental cost apportioned for the number of days used for City business, whichever is less.
iii. Private Automobiles. Travelers may use private automobiles for personal or group transportation
on extended trips. Reimbursement shall be made at the current IRS mileage rate. Mileage reimbursement
shall not exceed the cost of refundable round trip air transportation (economy class) for a reservation
made at least seven days in advance of the trip.
(c) Incidental Expenses. Incidental expenses related to City business shall be reimbursed at cost as
supported by submitted receipts. Incidental expenses may include parking charges, hotel Internet
connection services, and other necessary business-related charges. Travelers should use the lowest cost
alternative for parking within a reasonable area from the destination. Where a hotel stay is authorized,
Internet connection services purchased to conduct City business are reimbursable. Travelers will be
reimbursed for hotel telephone calls to City of Palo Alto offices. The hotel bill should indicate any calls
that are of a business nature. Other charges on a hotel bill, such as pay-TV movies, cleaning, laundry,
room service charges (additional over cost of meal) or charges for additional guests are not reimbursable.
(d) Meals. Travelers may be reimbursed for meal expenses. Itemized receipts for meals must be
maintained. The maximum reimbursement amount for meals shall be: $15.00 for breakfast, $16.00 for
lunch, and $28.00 for dinner. Under no circumstances will expenses for alcoholic beverages be
reimbursed by the City. Meal reimbursements for meetings or trainings not requiring overnight
accommodations, and conducted between the hours of 8 a.m. and 5 p.m., will be limited to lunch. When
meals are provided as part of the cost of an event, travelers will not be reimbursed for the actual expenses
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of these meals. Local travel meal expenses that do not meet the IRS definition of “business related” will
not be reimbursed.
SmartWorks will use its reasonable efforts to minimize all travel and lodging expenses. Only actual travel and lodging expenses will be billed to the Customer. 5. Term
Unless terminated earlier in accordance with the terms hereof, this Agreement shall commence on the Effective
Date and shall continue for a period from the date of execution through the end of the fifth (5th) year from the date
that the Software Services listed in Schedule “A” are installed and configured in SmartWorks’ hosted environment
as indicated by the issuance of an invoice for the Fees by SmartWorks or its authorized reseller to Customer (the
"Initial Term"). After the Initial Term, the parties may extend this Agreement for an additional five (5) year period
on Customer providing SmartWorks with written notice of its intention to renew this Agreement at least 120 days
prior to the end of the Initial Term (the "First Renewal Term") and the parties shall in good faith negotiate the terms
and conditions that will apply to the First Renewal Term. After the First Renewal Term, the parties may extend this
Agreement for an additional Renewal Term (the “Second Renewal Term”) on Customer providing SmartWorks
with written notice of its intention to further renew this Agreement at least 120 days prior to the end of the First
Renewal Term and the parties shall in good faith negotiate the terms and conditions that will apply to the Second
Renewal Term. The Initial Term, First Renewal Term and Second Renewal Term shall collectively be referred to
as the “Term”. During the First Renewal Term, the Fees shall increase by a maximum of 3% on each anniversary
of the Effective Date and for each Term after the Initial Renewal Term, the Fees shall be SmartWorks’ then current
Fees in effect and SmartWorks shall provide notice of such Fees within one hundred and eighty (180) days prior to
the end of the then current Term.
6. Restrictions on Use (a) Except as expressly provided herein, Customer may not give away, rent, lease or otherwise sell, re-sell, sublicense, distribute or transfer the license rights granted under this Agreement or otherwise use the Services except as expressly permitted by this Agreement without the prior written consent of SmartWorks. (b) Customer agrees that it will not reverse engineer, decompile, translate or otherwise attempt to derive, or permit or help others to derive the source code relating to all or any part of the Software or Services, or attempt to otherwise convert or alter the Software or Services into human readable code, except to the extent applicable law expressly prohibits the foregoing restriction. (c) Customer may duplicate Documentation, at no additional charge, for Customer's internal use so long as all required proprietary markings are retained on all duplicated copies. (d) No third party, other than duly authorized legal agents or employees of Customer authorized pursuant to Section 2 hereunder, shall have access to or use of the Services. (e) Customer shall not copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes. (f) Customer shall not access or use the system (including, without limitation, the network infrastructure and cloud services) used to provide the Services separately from the Services and shall not use third-party tools to access the system used to provide the Services. (g) Customer shall not access the Services in order to (i) build a competitive product or service; (ii) copy any ideas, features, functionality or graphics of the Software; or (iii) knowingly allow access to any competitor of SmartWorks.
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(h) The Customer shall not transmit, upload, post, distribute, store or otherwise publish, through use of the Services, any data, material or Information that: (i) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that intercepts or misappropriates any data or information; (ii) is threatening, defamatory, libelous, harassing, profane, is an invasion of privacy, offensive, obscene or harmful; (iii) infringes or otherwise violates any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third party; (iv)
violates any law, statute, ordinance or regulation; (v) includes unsolicited bulk e-mails, advertisements or solicitations. (i) Customer shall not knowingly transmit any data to the system used by SmartWorks or its third party service provider to provide the Services that contains software viruses or other harmful or deleterious computer code, files or programs. (j) Customer shall not interfere with or disrupt services or networks connected to the system used to provide the Services and shall not attempt to gain unauthorized access to the Services or such services or networks connected to the system used to provide the Services. (k) Customer shall not use the Services for unlawful, obscene, offensive or fraudulent Data or activity, such as
advocating or causing harm, evading filters, sending abusive or deceptive messages. (l) Customer shall not provide the results of using the Services for the purposes of monitoring its availability, performance, functionality, benchmarking or competitive analysis to any third party. (m) In addition to its termination rights under Section 15, SmartWorks may restrict or limit Customer’s access to
the Services if SmartWorks reasonably determines that Customer has engaged in or is likely to engage in (whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in
SmartWorks’ reasonable opinion poses any risk of any kind or nature to SmartWorks or its service providers’ network, business or other customers. As promptly as practicable after becoming aware of Customer’s
engagement in any such prohibited conduct, SmartWorks will use reasonable efforts to notify Customer of the restriction or limitation to Customer’s access to the Services and will promptly restore Customer’s access after
SmartWorks has had reasonable assurance that any such prohibited conduct has been permanently discontinued. In addition to and without limiting the foregoing, SmartWorks reserves the right to refuse to post
or to remove in whole or in part any information or materials provided or submitted by or on behalf of Customer in connection with its use of the Services that SmartWorks determines, in its reasonable discretion, are either
in violation of this Agreement or pose any risk of any kind or nature to SmartWorks or its service provider’s network, business or other customers. SmartWorks shall make reasonable efforts to provide Customer with
notice of the foregoing and reasonable opportunity to cure or assist with the potential violation or risk just described.
7. Services Availability (a) SmartWorks and/or its service provider shall provide all facilities, equipment, and software required to deliver the Services for up to the Maximum Meters and Maximum Channels. (b) SmartWorks shall use commercially reasonable efforts to make the Services available to Users twenty-four (24) hours per day, seven (7) days per week; subject to the terms further defined in Schedule “B”. (c) SmartWorks reserves the right to have additional User acceptance criteria that may be applied to Users prior to their ability to have access to the Services. SmartWorks shall inform Customer of such criteria but SmartWorks shall be free to implement such criteria at any time without prior written warning to the Customer and/or to Users. Where Users do not accept such and/or agree to such criteria, SmartWorks reserves its rights to not grant to such Users access to the Services. SmartWorks reserves its rights to restrict access to the Services to Users for any violation of any additional terms and conditions to which such Users accept/agree to access the Services.
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(d) SmartWorks shall provide installation, configuration, system administration and maintenance of the facilities and equipment and software required to operate and ensure availability of the Services. Customer, not SmartWorks, shall be responsible for creating and maintaining all User account information and for performing all other application level system administration functions that are available within the Services. (e) SmartWorks shall comply with the terms and conditions regarding access and use of Data as set out in Section
17 of this Agreement. (f) Customer acknowledges that in order to provide the Services SmartWorks may be required to purchase access to the Third Party Components. Customer further acknowledges that the availability of such Third Party Components is based solely on the best information available to SmartWorks and its service providers as of the Effective Date including third party representations and government regulations and is subject to change
during the Term with little or no advance notice. If any necessary Third Party Components are determined by SmartWorks to be unavailable as a result of changes to any third party availability, governmental regulations or other condition or circumstance outside of SmartWorks’ control, then (a) SmartWorks shall not be in breach hereof or otherwise liable for any failure or inability to provide the Services as a result of such unavailability of
any Third Party Components; and (b) SmartWorks may in its sole discretion modify, change or replace the applicable Third Party Components and otherwise attempt to mitigate the impact of the such unavailability of
Third Party Components, and reserves the right to pass on any price increases by revising the Annual Subscription Fees, subject to the right to terminate set out in Section 15. (g) The infrastructure deployed to support the Customer’s Services solution is based upon the scope of work as
defined in Schedule “A” and/or the Statement of Work (Schedule “C”). Should the technical demands of the infrastructure materially change due to changes such as total number of meters, interval lengths, or number
of virtual meters, SmartWorks reserves the right to reassess and redefine the infrastructure required for acceptable performance and adjust the Annual Subscription Fees accordingly.
8. Customer Responsibilities (a) Cooperation by Customer. Customer acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of Customer and its staff and agrees to act
reasonably and co-operate fully with SmartWorks to achieve the Completion of Services related to any Professional Services provided by SmartWorks. To enable SmartWorks to provide effective Support Services, the Customer will establish auto remote access based on remote access procedures compatible with SmartWorks’ practices. (b) Project Manager. CONSULTANT will assign Veronique Gagnier, Director of Professional Services as the
CONSULTANT’s interim Project Manager, until a permanent Project Manager is subsequently assigned to have supervisory responsibility for the performance, progress, and execution of the Services and represent
CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the
appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request,
shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat
to the safety of persons or property.
CITY’s Project Manager is Dave Yuan, Utility Strategic Business Manager, Utilities Department, 250 Hamilton Avenue, Palo Alto, CA,: 94301,Telephone: (650) 329-2522 CITY’s Project Manager will be CONSULTANT’s
point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. Customer’s project manager shall work closely with SmartWorks
to facilitate the successful completion of the implementation process and shall be responsible for supervising Customer staff and ensuring their co-operation with and participation in such process during any Professional
Services engagement.
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(c) Customer Equipment. Customer agrees that it shall be responsible, at its sole expense, for providing all Internet access, including but not limited to obtaining, installing and maintaining all equipment, hardware, network, Internet or direct telecommunications connections and software applications (e.g. web browser) at Customer’s facilities required for Users to access and use the Services. SmartWorks shall not be responsible for the operation of any Internet, network or other communication services. Customer further acknowledges that access to and the operation of the Services requires Customer’s and Users’ hardware to be of sufficient
quality, condition and repair, and Customer agrees to and/or to ensure that Users maintain their applicable hardware in the appropriate quality, condition and repair at its sole cost and expense. These requirements may also be necessary in order to facilitate the achievement of Completion of Services related to any Professional Services supplied by SmartWorks. (d) Passwords. Customer agrees to comply with all SmartWorks and its service providers’ security policies and
procedures made available to it and as may be amended from time to time and made available through URL or other means mutually agreed to by the parties. Customer and its Users shall be responsible for keeping any and all passwords and user ID’s assigned to its Users secret and confidential. Customer agrees that it is and shall remain solely and completely liable for any communications or other uses that are made using
Customer’s or its Users’ passwords and user ID’s, as well as any obligation that may result from such use. Customer agrees to notify SmartWorks promptly in writing if it believes that a password has been stolen or
might otherwise be misused, of any unauthorized use of any password or user ID, or any other breach of security suspected by Customer related to the Services. (e) Users. The Customer is responsible for: (i) the actions of Users using the Services in accordance with this
Agreement; (ii) ensuring that Users agree to any further terms and conditions as may be provided on notice of such further terms and conditions or through training by SmartWorks from time to time for Users; and (iii)
informing SmartWorks of any information about Users’ actions that may affect either the Services or third party data contained in or used by the Services, or SmartWorks’ ability to provide the Services as contemplated by
this Agreement.
(f) Compliance with Laws. Customer represents and warrants to SmartWorks that it and its Users will at all times be in compliance with all applicable local, state, provincial, federal and international laws, rules and
regulations including but not limited to those laws regarding restrictions on exports (including the U.S. Export Administration Regulations, end-user, end use and destination restrictions by Canadian, U.S. and other
governments related to SmartWorks and its service provider’s products, services and technologies).
CONSULTANT and CITY shall each keep itself informed of and in compliance with all applicable federal, provincial, state and local laws, ordinances, regulations, and orders (and as the foregoing are amended from
time to time) that may affect in any manner the performance of the Services or those engaged to perform Services or, in the case of CITY, the use of the Services by CITY and its Users under this Agreement.
CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. (g) Data Security. Customer acknowledges and agrees that use of or connection to the Internet is inherently
insecure and provides opportunity for unauthorized access by a third party to Customer’s and its Users’ (as well as SmartWorks’ and its service providers’) computer systems, networks and any and all information stored
therein. Customer is solely responsible for ensuring that (i) Customer’s computer systems are secure and protected from unwanted interference (such as “hackers” and viruses), (ii) all transmissions are screened for
viruses or other harmful code prior to transmission to SmartWorks’ servers; and (iii) Data is encrypted. If any Data could be subject to governmental regulation or may require security measures beyond those specified by SmartWorks for the Services, Customer will not input or provide such content or Data unless SmartWorks has otherwise first agreed in writing to implement additional security and other measures. By using the
Services, Customer acknowledges that it meets Customer’s requirements and data (including personal information) processing instructions. SmartWorks will maintain a data security program for the Software delivered to Customer as Software as a Service (SaaS) that will include reasonable administrative, physical, technical, organizational and other security measures to protect against unauthorized access to, or destruction, loss, unavailability or alteration
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of, any City Data processed or stored by the SaaS, it being understood that the SaaS relies on Third Party Components which are delivered pursuant to the data security programs implemented and controlled by the third party service provider of such Third Party Components and not by SmartWorks. SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED OR
STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF CUSTOMER’S OR ITS USERS’ CONNECTION TO OR USE OF THE INTERNET, AND SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY USE BY CUSTOMER OR ANY USER OF CUSTOMER’S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION. (h) Third Party Software. Customer agrees to comply with the terms and conditions regarding third party software set out in Schedule ”F” to this Agreement, where applicable. 9. Delivery Schedule
The parties will mutually agree in writing upon a delivery schedule based on, among other things, the purchased modules, required training and availability of both Customer and SmartWorks staff members. 10. Data Conversion Fees SmartWorks may offer data conversion services for the purpose of migrating existing Customer data to a format usable by the Software. The success of the data conversion effort is largely based on the format and quality of
the Customer provided data. Unless otherwise indicated, converted data is strictly limited to non-dollar amounts and typically includes information such as names, addresses, and phone numbers. Only information explicitly listed in this Agreement will be converted. In certain instances, initial cost estimates for a data conversion may have been included in a professional services pricing proposal. Unless specifically included in this Agreement as part of Schedule “A” and “C”, such cost estimates, and all prior data conversion cost estimates, are not binding nor are they incorporated into this Agreement. Accordingly, SmartWorks shall notify Customer of the final data conversion fees and costs after the Customer provided sample data is examined by SmartWorks to verify existing Customer data formats and data integrity; but before data conversion efforts are commenced. In such event, and upon receipt by SmartWorks of notice in writing from Customer that applicable data conversion fees are acceptable, such data conversion fees (the “Data Conversion Fees”) shall be in addition to all fees currently stated in this Agreement.
Any costs associated with obtaining the data from an existing Customer vendor are the responsibility of the Customer. Sample data shall be provided in standard fixed length format with ASCII display characters only. Data must be on a media formats readable by SmartWorks. In the event a data re-conversion is required, for whatever reason, Customer will be billed at the Professional Services Fee rate set out in Schedule “A” to this Agreement. 11. Professional Services & Support Services (a) Professional Services and Support Services. Subject to the terms and conditions of this Agreement, SmartWorks shall provide the Professional Services to Customer in accordance with Schedules “A” and “C”
and the Support Services in accordance with Schedule “D”.
(b) Manner of Performance. SmartWorks shall perform the Professional Services in an efficient, competent and timely manner and exercise reasonable care, skill and diligence in the performance thereof. SmartWorks shall determine in its sole discretion the manner and means by which the Professional Services shall be performed,
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with due consideration of adequate knowledge transfer to Customer personnel. SmartWorks will communicate openly with Customer in its methodology, manner and means.
All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it, its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and
experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits,
qualifications, insurance and approvals of whatever nature that are legally required to perform the Services.
All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and
quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in
related work throughout California under the same or similar circumstances.
(c) Conduct on Customer’s Premises. In the event that SmartWorks is required to perform Professional Services on Customer’s premises, any such Professional Services shall be performed with Customer’s full co-operation and on the premises of Customer or, if agreed to by both parties, at an alternate location. SmartWorks agrees that, while working on Customer’s premises, each of its employees shall observe Customer’s rules and policies provided to SmartWorks in writing relating to conduct thereon.
(d) Subcontracting: CONSULTANT shall not subcontract any portion of the Services to be performed under this
Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully
responsible for all acts and omissions of subcontractors. CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. 12. Warranty and Warranty Disclaimer
(a) Limited Warranty. SmartWorks warrants to Customer that the Services shall be performed in a professional
and workmanlike manner in accordance with generally recognized industry standards for similar services, and the Software shall function substantially in accordance with the specifications, as stated in SmartWorks’
Documentation provided to Customer, provided that all use of the Services is for the purposes and in the environment for which they were designed and in accordance with such specifications and the terms and conditions of this Agreement. The foregoing limited warranty will not apply if there has been misuse, modification, damage not caused by SmartWorks or its third party service provider, failure to comply with
written instructions provided by SmartWorks or if otherwise stated in this Agreement. Customer’s sole remedy in the event the Services do not conform to the foregoing limited warranty is for SmartWorks to use
commercially reasonable efforts to correct such non-conformance and the right to terminate this Agreement in accordance with Section 15(c). Where applicable, Third Party Software is provided as-is, without warranties of any kind. (b) Warranty Disclaimer. TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET OUT IN SECTION 12(A), THE SERVICES, THE SOFTWARE, THE
PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED TO CUSTOMER “AS IS” AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE,
REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. SMARTWORKS, ITS THIRD PARTY SERVICE PROVIDER, LICENSORS AND SUPPLIERS DISCLAIM ANY
IMPLIED WARRANTIES OR CONDITIONS REGARDING THE SOFTWARE, THE SERVICES, THE PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED
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HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. SMARTWORKS, ITS THIRD PARTY SERVICE PROVIDER, LICENSORS AND SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE SOFTWARE SHALL OPERATE ERROR
FREE OR UNINTERRUPTED, SHALL MEET ANY OR ALL OF CUSTOMER’S PARTICULAR REQUIREMENTS, THAT ALL ERRORS OR DEFECTS IN THE SERVICES OR SOFTWARE CAN BE FOUND OR CORRECTED, OR THAT SMARTWORKS OR ITS THIRD PARTY SERVICE PROVIDER WILL PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS TO THE SOFTWARE, SUBSCRIPTION SERVICES OR SYSTEM USED TO PROVIDE THE SUBSCRIPTON SERVICES.
WITHOUT LIMITING THE FOREGOING, SMARTWORKS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH REGARD TO PRODUCTS OR SERVICES FROM THIRD PARTIES (INCLUDING WITHOUT LIMITATION THE THIRD PARTY COMPONENTS, THE HARDWARE, THE
OPERATION OF THE INTERNET, NETWORK OR OTHER COMMUNICATION SERVICES) AND ASSUMES NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE FOREGOING OR THE
APPROPRIATENESS OF YOUR DATA MANAGEMENT SYSTEM OR THE ACCURACY OF DATA CONTAINED IN SUCH SYSTEM. NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF SMARTWORKS.
13. Limitations on Liability.
City and SmartWorks recognize that circumstances may arise entitling City to damages for breach or other fault on the part of SmartWorks arising from this Agreement. The parties agree that in all such circumstances, the
City’s remedies and Smartworks’ liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement.
A. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR DAMAGES ARISING OUT OF (I) SMARTWORKS’ INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) INJURY OR DEATH TO PERSONS (III) DAMAGE TO TANGIBLE OR REAL PROPERTY OR (IV) SMARTWORKS’ INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 19(A) (“INTELLECTUAL PROPERTY INDEMNITY”), BOTH PARTIES AGREE THAT THE ENTIRE COLLECTIVE LIABILITY OF SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES, THE SOFTWARE, THE SOFTWARE SERVICES, THE PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY SMARTWORKS IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, SHALL BE LIMITED TO ACTUAL DIRECT AND PROVEN DAMAGES OR ACTUAL DIRECT DAMAGES THAT ARE DOCUMENTED AND AGREED TO BY THE PARTIES THROUGH SETTLEMENT, AND SHALL NOT EXCEED THE FOLLOWING: (I) IN RESPECT OF LIABILITY ARISING OTHER THAN THROUGH A THIRD-PARTY CLAIM (AS THAT TERM IS DEFINED IN SECTION 19(B) BELOW), THE APPLICABLE INSURANCE COVERAGE UP TO THE LIMITS SET FORTH IN SCHEDULE G OR ONE MILLION DOLLARS ($1,000,000) IN THE AGGREGATE, WHICHEVER IS GREATER; AND (II) IN REPSECT OF LIABILITY ARISING FROM A THIRD-PARTY CLAIM (AS THAT TERM IS DEFINED IN SECTION 19(B) BELOW), THREE (3) TIMES THE INTIAL TERM MAXIMUM (AS THAT TERM IS DEFINED IN SECTION 3 ABOVE). B. CUSTOMER FURTHER AGREES THAT IN NO EVENT SHALL SMARTWORKS OR ITS THIRD PARTY SERVICE PROVIDERS BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY
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INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF REVENUE, FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOODWILL, BUSINESS OPPORTUNITIES OR REPUTATION, OR ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. C. FOR CLARITY, “APPLICABLE LAW” AS REFERENCED IN SECTION 13A. ABOVE INCLUDES STATUTORY LAW WHICH IMPOSES LIABILITY UPON SMARTWORKS, AS SUCH LIABILILTY IS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION OR AGREED TO IN WRITING BY SMARTWORKS. 14. Change Order Process With respect to any proposed changes to the Professional Services defined by this Agreement, the parties will cooperate in good faith to execute Change Orders in respect thereof, or amendments to this Agreement, if required, and will not unreasonably withhold approval of such proposed changes. If either party causes or requests a change in the allocation of the resources of SmartWorks applied to a task, changes in completion schedules for individual tasks or for overall implementation, and changes in staffing that require SmartWorks to provide additional work hours, SmartWorks may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes
may require modifications to the consideration paid, and timelines governing the Professional Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute.
15. Cancellations and Termination (a) Professional Services may be cancelled as follows: Cancellation of any on-site Professional Services by Customer is allowed for any reason if done in writing more than fourteen (14) days in advance of such Professional Services. In the case of cancellation of Professional Services within fourteen (14) days or less of scheduled on-site Professional Services, Customer will be billed for any on-site fees, plus any non-recoverable costs incurred by SmartWorks due to advance scheduling of travel. Additionally, Customer hereby acknowledges that cancellation of on-site services means that such on-site services will be rescheduled as SmartWorks’ then current schedule permits. SmartWorks is not responsible for any delay in Customer’s project resulting from Customer’s cancellation of Professional Services. If additional services are required because the Customer was not adequately prepared for the on-site services, SmartWorks will provide a Change Order to the Customer for the additional services. (b) Suspension of Services. In addition to any other rights that SmartWorks may have under this Agreement,
at law or in equity, SmartWorks may suspend, limit or terminate Customers’ use of the Services if SmartWorks
determines there is a material breach of this Agreement, a security breach, or violation of law by Customer or any
User. If SmartWorks’ service provider determines that the cause of the suspension can reasonably be remedied,
SmartWorks will provide notice of the actions Customer and its Users must take to reinstate the Services. If such
action is not taken within a reasonable time, SmartWorks may terminate this Agreement effectively immediately
upon written notice to Customer to that effect.
(c) This Agreement may be terminated as follows:
i. If SmartWorks is in material breach of any of its obligations or any provision under this Agreement, Customer
must notify SmartWorks in writing of such default (a “Default Notice”). Upon receipt of a Default Notice, SmartWorks must correct the default within ninety (90) days, or issue a written notice of its own disputing the
alleged default within thirty (30) days, of the date of receipt of a Default Notice. If SmartWorks fails to correct the default within such ninety (90) day period and the alleged default is a failure of the Services to comply
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with the Documentation, and the Parties did not agree in writing to a longer cure period, Customer may terminate this Agreement upon written notice to SmartWorks to that effect. If SmartWorks timely disputes the alleged default but the Parties are unable to resolve the issue within 120 days and the alleged default is a failure of the Services to comply with the Documentation, Customer may terminate this Agreement upon written notice to SmartWorks to that effect.
ii. For convenience: Subject to Section 16(d) and Section 16(e), the City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving thirty (30) days prior written notice thereof to CONSULTANT. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
iii. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo
Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available, it being understood that prepaid Fees are non-refundable. Customer shall provide SmartWorks with at least 120 days’ written notice of non-appropriation and associated termination of this Agreement. This Section shall take precedence in the event
of a conflict with any other covenant, term, condition, or provision of this Agreement.
iv. In the event that any Fees are thirty (30) or more days overdue from the date payable shown in an invoice, SmartWorks may (without limiting any of its other rights and remedies) (A) suspend performance of the Services (including Customer access to the Services) until all amounts are paid in full; and/or (B) terminate this Agreement effective immediately upon written notice to Customer to that effect. v. Customer may terminate this Agreement effective immediately upon written notice to SmartWorks if SmartWorks has breached its obligations of confidentiality; vi. SmartWorks may terminate this Agreement effective immediately upon written notice to Customer if Customer has breached its obligations of confidentiality; vii. SmartWorks may terminate this Agreement effective immediately upon written notice to Customer if Customer has breached its obligations with respect to any intellectual property right or proprietary right of SmartWorks or its service provider or in accordance with Section 15(b) in the event of a material breach by Customer. viii. Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. ix. If any such modification, change or replacement of the original Third Party Components pursuant to Section 7(f) includes a material price increase with respect to the Services enabled by such Third Party Components or impairs Customer’s ability to utilize such Services in substantially the same manner as they were utilized prior to the modification, change or replacement, Customer may terminate this Agreement by providing written notice to SmartWorks within sixty (60) days after Customer’s receipt of notification of such material price increase or discovery of such impairment.
16. Effects of Termination
In the event of termination or expiration of this Agreement:
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(a) All rights granted to Customer in this Agreement shall immediately terminate and SmartWorks will immediately cease to perform or provide the Services. (b) Customer shall return to SmartWorks or at SmartWorks’ option purge or destroy all copies of any Confidential Information of SmartWorks in its possession or under its control (except as required under any statute or legislation related to retention requirements), and provide a duly authorized certificate of an officer of Customer
confirming same within thirty (30) days. (c) Except as otherwise provided in this Agreement, termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. (d) Customer will pay all amounts due under this Agreement up to and through the date of termination that are Undisputed Fees together with all costs reasonably incurred by SmartWorks. (e) Except in the case of termination by Customer under Section 15(c)(i), 15(c)(iii), 15(c)(v), or 15(c)(ix), any
cancellation and/or termination of this Agreement prior to the end of the Initial Term shall result in (an acceleration of all Annual Subscription Fees due for each year of the Initial Term not already invoiced and/or
paid up to a maximum of twelve months’ Annual Subscription Fees which amount will be due immediately. This section will not affect SmartWorks’ right to collect any further invoiced amounts for other Professional Service Fees. (f) In the case of termination by Customer under Section 15(c)(i), 15(c)(iii), 15(c)(v), or 15(c)(ix), any cancellation and/or termination of this Agreement prior to the end of the Initial Term shall result in the following:
CONSULTANT will be paid Undisputed Fees; provided, however, if this Agreement is suspended or terminated in accordance with Section 15(c)(i) CITY will be obligated to compensate CONSULTANT only for that portion
of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by mutual agreement of the parties, acting reasonably. For pre-paid Annual Subscription Fees,
Consultant will remit to CITY any applicable prorated fees for the remainder of the pre-paid period following termination.
(g) Conditional upon Customer’s payment of all Fees that are due to SmartWorks, SmartWorks will furnish the
Customer with a copy of the Data in a format to be mutually agreed upon between the parties in writing (typically a .csv file). The anticipated services to provide a copy of the Data are one to two days and will be
billed at SmartWorks’ then current daily rate. Upon receipt of notice from Customer confirming receipt of the Data, SmartWorks shall destroy all copies of the Data and delete all Data on the database and an Officer of
SmartWorks shall certify the destruction and deletion to the Customer. Subject to any legal requirement that SmartWorks must retain a copy of the Data, SmartWorks shall not delete the Data for 90 days from the date
of termination except: (i) where SmartWorks has provided the Data to Customer pursuant to this Subsection; or (ii) where it has received written instructions from Customer to delete the Data. Following 90 days from the
date of termination if Customer has not communicated with SmartWorks regarding the Data, SmartWorks shall have the right to delete all Data at any time as either required by law or as determined by SmartWorks in its
sole discretion. Notwithstanding the foregoing, SmartWorks shall be permitted to delete all Data without providing notification to Customer and SmartWorks shall not be required to adhere to the time frames detailed
above where SmartWorks is required by law to delete such Data. (h) In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any City Data and reports included in the Services that are requested by CITY. (i) No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless expressly waived in writing.
17. Ownership and Responsibilities
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(a) By SmartWorks. SmartWorks its service providers and licensors are and shall at all times remain the owner of all copyright, trademarks, trade secrets, patents and any other intellectual property rights in and to the Services, Software, Documentation, and related documentation, materials, logos, names and other support materials , and other information relating to the Software or used in conjunction with the Software, whether distributed in print, magnetic, electronic, or video format, in effect as of the date the Software are provided to the Customer pursuant to the terms of this Agreement (“SmartWorks Intellectual Property Rights”). Customer shall acquire no right whatsoever to all or any part of the Services, Software, underlying system or software except the limited right to access and use the Services in accordance with the terms of this Agreement and SmartWorks, its service providers and its licensors reserve all rights not expressly granted to Customer. Customer must fully reproduce any copyright or other notice marked on any part of the documentation or other materials on all authorized copies and must not alter or remove any such copyright or other notice. Customer shall report to SmartWorks any infringement or misappropriation of SmartWorks Intellectual Property Rights or other rights in the Software, the Services or the Documentation of which Customer becomes aware. Customer hereby grants to SmartWorks a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services, Software, and underlying system and software any suggestions, ideas, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the Services or Software. (b) City Data. As between SmartWorks and Customer, all Data will remain the sole and exclusive property of Customer. The CITY has a right to control, access and retrieve City Data at any time during the Term, in computer-readable format. The CITY hereby grants to CONSULTANT and its subcontractors, if any, the limited, non-exclusive, non-transferable, revocable rights to access and use City Data during the Term solely for the purposes of performing CONSULTANT’s Services. Customer is solely responsible for ensuring the accuracy, quality, integrity, reliability, appropriateness and right to view and use the Data. Subject to the terms and conditions of the Agreement, Customer grants to SmartWorks a world-wide, non-exclusive, royalty-free license to access the Data for the purpose of performing the Services. Access to the Data shall only be by SmartWorks’ employees and/or subcontractors whose job function requires access. Except as specified in this Agreement, SmartWorks may not access the Data for any other purpose without the express written consent of Customer. Access to Data by any outside party shall only be in accordance with the terms of this Agreement or where required by law. Customer grants to SmartWorks a world-wide, non-exclusive, royalty-free license to aggregate or compile Data
with the customer data of other customers using the Services so long as such aggregation or compilation omits any data that would enable the identification of Customer, its customers or any individual or their Personal Information, company or organization (“Aggregated Data”). SmartWorks shall have a worldwide, perpetual, royalty-free license to use, modify, distribute and create derivative works based on such Aggregated Data,
including all reports, statistics or analyses created or derived therefrom. Additionally, Customer grants SmartWorks the right to access Data to provide feedback to Customer concerning its use of the Services.
Customer authorizes SmartWorks to disclose the fact that Customer is a customer of SmartWorks and uses
the Services.
If and to the extent (i) SmartWorks and its third party service provider are processing personal data on behalf
of Customer acting as Customer’s subprocessor, and (ii) the European General Data Protection Regulation
(EU/2016/679) (“GDPR”) applies to such processing of personal data, to the extent legally required Customer
shall enter into a data processing agreement.
(c) SmartWorks’ third party service provider and its affiliates, and their contractors and subprocessors, may wherever they do business, store and otherwise process business contact information (“BCI”) of Customer and its Users, for example, name, business telephone, address, email, and user IDs for business dealings with them. Where notice to or consent by the individuals is required for such processing, Customer will notify and obtain such consent. SmartWorks’ third party service provider may use personnel and resources in locations worldwide and third party suppliers to support the delivery of its products and services. SmartWorks’ third party service provider collects Account Data, defined as information other than Data and BCI that Customer provides to the third party service provider to enable SmartWorks’ or Customer’s use of the third party service provider’s products or that it collects using tracking technologies, such as cookies and web beacons, regarding SmartWorks’ or Customer’s use of the third party service provider’s products. Additional details are available at the link to SmartWorks’ third party service provider’s Online Privacy Statement set out
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in Schedule “A”. (d) Customer Responsibilities in Respect of City Data and Use of Services. Both parties acknowledge that: (i) the Data may be subject to privacy laws providing for the owners of the Data to review such Data or to challenge the collection and storage of the Data; and/or (ii) demands, claims, actions, suits or proceedings may arise out of or in connection with (A) the use of the Services including but not limited to any Third Party Components by Customer or its Users; (B) any breach by Customer or its Users of this Agreement; or (C) Customer’s Data, including but not limited to any third party claims that the inclusion, use, reference, incorporation of or linking to any third party materials or the Customer’s Data violates such third party’s copyright and/or other intellectual property, privacy or other rights, or that such use is illegal.
In the event of the occurrence of either of the foregoing, Customer shall be responsible to defend all legal and
regulatory proceedings; and shall be responsible for all associated costs, damages, expenses including costs
of challenges to requests, attorney’s fees and other disbursements. For clarity, SmartWorks shall be
responsible for costs of extracting and delivering the Data to comply with Data disclosure requests, whether
by an individual or a government body (“Costs of Data Extraction”). Customer represents and warrants to
SmartWorks that as of the Effective Date and to the best of its knowledge, no individual, government body or
third party has requested a review of the Data or challenged the collection and storage of the Data to be stored
in the Software. SmartWorks shall not be responsible for the Costs of Data Extraction for any proceeding
related to a Data disclosure request that results from Customer’s willful misconduct or gross negligence. For
clarity, in the event that notice of a proceeding described in subsections (i) and (ii) above is delivered only to
SmartWorks and not to Customer, SmartWorks will notify Customer of such proceeding as soon as reasonably
practicable. In the event that SmartWorks is named as a party to proceedings of the type described in
subsections (i) and (ii), Customer shall expeditiously and in good faith take steps to remove SmartWorks from
such proceedings by court order or equivalent.
(e) Data and Privacy Policy of Customer The Customer represents and warrants to SmartWorks that:
i. Data that is either provided to or acquired by SmartWorks from Customer is owned exclusively by Customer and that the Customer has full right and title to provide the Data to SmartWorks and its third
party service provider;
ii. Data that is either provided to or acquired by SmartWorks is subject to a privacy policy in effect as of the Effective Date and Customer’s customers have provided to Customer their written consent for its collection, use and storage by SmartWorks and its third-party service providers in accordance with
this Agreement and in any jurisdiction in North America;
iii. Customer complies with all applicable privacy legislation as of the Effective Date in the performance of its obligations hereunder in respect of any Data collected, used, transferred, created or disclosed pursuant to this Agreement; and
iv. Customer will not provide SmartWorks with data of any kind for which SmartWorks or its third party service provider either has no need or does not have the right to collect, use and store under the terms
of this Agreement.
(f) Audit Rights
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i. By Smartworks: In order to assist SmartWorks with the protection of its proprietary information and Confidential Information and to enable SmartWorks to verify Customer’s compliance with the terms and conditions of this Agreement, Customer shall permit SmartWorks and its independent auditor to visit during normal business hours any premises at which the Services are used or being accessed and shall provide SmartWorks with access to its records including usage data. SmartWorks shall provide Customer with reasonable notice of any such audit. Customer will promptly order and pay for
required entitlements at SmartWorks’ then current rates (including uses in excess of Customer’s authorizations or licenses) and for other charges and liabilities determined as a result of such verification, as SmartWorks specifies in an invoice. These compliance verification obligations remain in effect during the Term and for two (2) years thereafter.
ii. By City: CONSULTANT agrees to permit CITY and its authorized representatives to audit, no more than once in a calendar year, at any reasonable time, on notice to CONSULTANT, during the Term
and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating that the parties are independent contractors. CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after
the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. 18. Confidential Information (a) The parties agree to keep confidential any and all Confidential Information with respect to the other party which it has received or may in the future receive in connection with this Agreement and shall only disclose such Confidential Information of the other party (i) to its agents, employees or representatives who have a need to know such information, for the purpose of performance under this Agreement and exercising the
rights granted under this Agreement, and who are bound by confidentiality and non-disclosure provisions at least as protective of the other party’s Confidential Information as this Agreement, or (ii) to the extent required by applicable law or as ordered during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the receiving party shall give the disclosing party reasonable written notice of intent to comply with such law or order prior to such disclosure (unless prohibited by law from doing so), to give the other party an
opportunity to oppose or otherwise respond to such order, and shall comply with any applicable protective order or equivalent. The parties each agree to hold the other party’s Confidential Information in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of the other party. (b) CONSULTANT will notify City as soon as reasonably practicable upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. (c) This Agreement is also subject to the Cybersecurity Terms and Conditions (Schedule H).
(d) Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to
assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event
either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other
party in seeking injunctive or other equitable relief against any such person. (e) Remedies for Breach of Obligation of Confidentiality. Each Party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be
inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any
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other legal remedies which may be available, to include, at the sole election of a party, the immediate termination, without liability under this Agreement.
19. Indemnity
(a) Intellectual Property Indemnity.
SmartWorks will indemnify, defend, and hold harmless, or at its option settle, any third party claim, suit or
proceeding against Customer alleging that the Software delivered to Customer, or Customer’s authorized use
of the Software, infringes any patent issued in the United States or Canada or any trademark, copyright, or
other right in intellectual property, or misappropriates any trade secret (“IP Claim”); provided, that Customer (i)
promptly notifies SmartWorks of any such claim in writing, provided however that no delay on the part of the
CITY shall relieve SmartWorks from any obligation hereunder, unless such delay prejudices SmartWorks; (ii)
provides SmartWorks with all reasonable information and assistance in connection with such claim; and (iii)
gives SmartWorks the sole right to control the defense of, or settle such claim, provided, however, that
SmartWorks will not consent to the entry of any judgment or enter into any settlement with respect to a Claim
without the prior written consent of CITY (which consent will not be unreasonably withheld) except where the
judgment or proposed settlement involves only the payment of money damages by SmartWorks, does not
impose any obligation upon CITY, and SmartWorks obtains the full and complete release of CITY to be
delivered in a timely manner. Failure of CITY to deliver the full and complete release within such reasonable
time as specified by SmartWorks shall be deemed to be CITY’s consent to such proposed settlement or form
of judgement and SmartWorks is therefore authorized to proceed with entry of judgment or finalization of
settlement of an IP Claim. For clarity, notwithstanding the foregoing, the parties may by agreement determine
the time in which CITY is to provide its full and complete release. SmartWorks will pay any settlement approved
by SmartWorks or final judgment entered against Customer on such IP Claim in any such suit or proceeding
defended by SmartWorks.
SmartWorks will have no obligation for any claim, suit or proceeding to the extent that it results from (i) the
combination, operation or use of or any modification to the Software made without SmartWorks’ prior written
consent, (ii) failure to use updated or modified Software if SmartWorks notified Customer that the use of the
updated or modified software was necessary to avoid a claim of infringement, or (iii) use of Software not in
accordance with this Agreement and applicable Documentation.
If SmartWorks receives notice of an alleged infringement by the Software, or if SmartWorks reasonably believes
that such a claim is likely, SmartWorks may stop delivery of such Software without liability for failure to deliver
it. SmartWorks will have the right, at its sole option, to obtain the right for Customer to continue use of the
affected Software, or to replace or modify the affected Software so that it is no longer alleged or believed to
infringe, provided that this can be done without significant loss of functionality. If neither of the foregoing options
is available to SmartWorks on commercially reasonable terms, SmartWorks may terminate Customer’s use of
the affected Software, in which case SmartWorks will refund to Customer that portion of the Annual Subscription
Fees paid but unused by Customer. THE RIGHTS AND REMEDIES PROVIDED IN THIS SECTION
CONSTITUTE SMARTWORKS’ ENTIRE OBLIGATIONS AND CUSTOMER’S SOLE AND EXCLUSIVE
REMEDIES CONCERNING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR
MISAPPROPRIATION BY ANY SOFTWARE OR SERVICE.
(b) SmartWorks’ Indemnity For Third-Party Claims.
Subject to CONSULTANT’s limitations of liability set forth in Section 13 and to the fullest extent permitted by
law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers,
employees and authorized agents for whom SmartWorks is in law responsible (each an “Indemnified Party”)
from and against any and all third-party demands, claims, or liability of any nature, including death or injury to
any person, property damage, or any other loss, including all costs and expenses of whatever nature including
attorney’s fees, experts fees, court costs and disbursements (together, “Third-Party Claim(s)”) resulting
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directly from, or arising directly out of or in any manner related to material breach, violation or nonperformance
by CONSULTANT, its officers, employees, agents or contractors under this Agreement. CONSULTANT’s
obligations under this Section 19(b) are limited to the extent of its liability as finally determined by a court of
competent jurisdiction or as agreed by CONSULTANT in writing. If an Indemnified Party is finally determined
to be jointly liable in respect of a Third-Party Claim, whether by court order or agreement of the parties, CITY
shall pay CONSULTANT the Indemnified Parties’ proportionate share of costs that were incurred by
CONSULTANT in defending a Third-Party Claim (including attorney fees and other
disbursements).CONSULTANT’s indemnity obligations under this Section 19(b) are subject to Customer: (A)
promptly notifying CONSULTANT of a Third-Party Claim in writing; (B) giving CONSULTANT the sole right to
control the defense of, or settle such Third-Party Claim, provided, however, that Consultant will not consent to
the entry of any judgment or enter into any settlement with respect to any Third-Party Claims without the prior
written consent of CITY (which consent will not be unreasonably withheld) except where the judgment or
proposed settlement involves only the payment of money damages by CONSULTANT, does not impose any
obligation upon CITY, and CONSULTANT obtains the full and complete release of CITY; (C) providing
assistance and information to CONSULTANT throughout the action or proceeding;(D) not making any
admissions or beginning settlement negotiations after receipt of notice of the applicable Third-Party Claim; and
(E) not having carried out any integrations between the Software and/or the Services with a third party software
or service or not having materially modified the Software or the Services in any manner without the express
written consent of CONSULTANT.
(c) Any breach by Customer of its covenants under this Section 19 that results in prejudice to SmartWorks, shall nullify SmartWorks’ indemnity obligations, and in such event, SmartWorks shall have the sole right to have full and complete authority to defend any claims under Section 19 (a) or any Third-Party Claims under Section 19(b) and all of the related negotiations and settlement.
(d) Subject to the limitation periods established by applicable laws, the acceptance of CONSULTANT’s Services
and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section
19 shall survive the expiration or early termination of this Agreement.
20. General (a) Governing Law; Venue: This Agreement shall be governed by California law, without regard to its conflict of
law provisions. In the event that an action is brought, the parties agree that trial of such action will be vested
exclusively in the state courts of California in the County of Santa Clara, State of California. Customer and
SmartWorks hereby waive , to the fullest extent permitted by applicable law, the right to trial by jury and agree
to pursue a bench trial in any action, proceeding or counterclaim filed by any party, whether in contract, tort or
otherwise, relating directly or indirectly to this Agreement or any acts or omissions of SmartWorks in connection
therewith or contemplated thereby.
(b) Mediation: Except where this Agreement explicitly states that this Section does not apply, the parties agree
to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship
created by this Agreement to non-binding mediation before bringing a claim, controversy or dispute in a court
or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator
appointed by mediation services mutually agreeable to the parties. Such mediator shall be knowledgeable
in software system agreements. The mediation shall take place at a time and location which is also mutually
agreeable; provided; however, in no event shall the mediation occur later than ninety (90) days after either
party notified the other of its desire to have a dispute be placed before a mediator. The costs and expenses
of mediation, including compensation and expenses of the mediator (and except for the attorneys’ fees
incurred by either party), is to be shared by the parties equally. If the parties are unable to resolve the claim,
controversy or dispute within ninety (90) days after the date either party provides the other notice of mediation,
then either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless
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the time period is extended by a written agreement of the parties. Nothing in this Section shall inhibit a party’s
right to seek injunctive relief at any time.
(c) Notice: Any notice required or permitted to be given to any party to this Agreement shall be given in writing
and shall be delivered either personally, mailed by prepaid registered post or sent by facsimile to the
appropriate address or facsimile number set out below. Any such notice shall be conclusively deemed to
have been given and received on the day on which it is delivered or transmitted (or on the next succeeding
business day if delivered or received by facsimile after 5:00 p.m. local time on the date of delivery or receipt,
or if delivered or received by facsimile on a day other than a business day), if personally delivered or sent by
facsimile or, if mailed, on the third business day following the date of mailing, and addressed, in the case of
the Consultant, to:
N. HARRIS COMPUTER CORPORATION
1 Antares Drive, Suite 400
Ottawa, Ontario K2E 8C4
Attention: CEO Telephone: 613-226-5511, extension 2149
and in the case of the Customer, to:
Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
Telephone: (650) 329-2571
Fax: (650) 328-3631
With a copy to the Purchasing Manager
Each party may change its particulars respecting notice, by issuing notice to the other party in the manner
described in this Section 20(c).
(d) Currency: Unless otherwise indicated, all dollar amounts referred in this Agreement are in lawful money of the United States of America.
(e) Entire Agreement: This Agreement together with the Schedules attached to this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations, negotiations, understandings, arrangements, and communications between the parties, both written and oral, relating to the subject matter hereof. No terms
and conditions in any Customer orders, or in any other documentation employed by or on behalf of Customer in connection with this Agreement, regardless of the date of such documentation, will affect the terms of this
Agreement, even if such document is accepted by the receiving party, with such provisions being deemed deleted. This Agreement may only be modified by a written amendment signed by an authorized
representative of each of the parties.
(f) Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance, unless expressly so stated in such provision. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
(g) Assignment: The parties agree that the expertise and experience of CONSULTANT are material
considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement
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nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager, which shall not be unreasonably withheld, except that either party may assign to a successor entity in the event of its dissolution, acquisition, merger, sale of substantially all of its assets, or other change in legal status (“Assignment to Successor”). In the event of an Assignment to Successor, the assigning party shall provide written notice of such change in status and shall cooperate in providing all documentation to effectuate the change, which may require an amendment to this Agreement. Any purported
assignment (other than an Assignment to Successor) made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
(h) Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable. If such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect.
(i) Allocation of Risk: Customer acknowledges and agrees that the warranty disclaimer and limitation of liability
contained in this Agreement are fundamental elements of the basis of the bargain between SmartWorks and Customer and set forth an allocation of risk reflected in the fees and payments due hereunder.
(j) Relationship: The parties are and shall at all times remain independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between the parties. Neither party will have the power to bind the other party or to contract in the name of or create any liability against the other party in any way for any purpose. Neither party will be responsible for the acts or defaults of the other party or of those for whom the other party is law responsible.
(k) No Employment Relationship. Any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including,
but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any
agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee
of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not
as to the means by which such a result is obtained.
(l) Equitable Relief: Customer acknowledges and agrees that it would be difficult to compute the monetary loss to SmartWorks arising from a breach or threatened breach of this Agreement by Customer and that, accordingly, SmartWorks will be entitled to specific performance, injunctive or other equitable relief in addition to or instead of monetary damages in the event of a breach or threatened breach of this Agreement by Customer in respect of Customer’s obligations relating to Section 6 (Restrictions on Use), Section 8(f) (Compliance with Laws), Section 8(g) (Data Security), Section 17 (Ownership and Responsibilities), and Section 18 (Confidential Information).
(m) Force Majeure: No default, delay or failure to perform on the part of SmartWorks shall be considered a
breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions
or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, floods, acts of any governmental body, acts of God or the public enemy or default of a
common carrier, unavailability of Third Party Components or other disasters or events.
(n) Survival: Sections 1 (Definitions), 3 (Fees, Not to Exceed Compensation), 4 (Travel and Lodging Expenses) incurred either prior to termination or in connection with transition services, 6 (Restrictions on Use), 8(f) (Compliance with Laws), 8(g) (Data Security), 12(b) (Warranty Disclaimer), 13 (Limitations on Liability), 16 (Effects of Termination), 17 (Ownership and Responsibilities), 18 (Confidential Information), 19 (Indemnity), 20 (General) and any other provision of this Agreement which is required to ensure that the parties fully exercise their rights and their obligations hereunder shall survive any termination or expiration of this Agreement unless and until waived expressly in writing by the party to whom they are the benefit.
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(o) Counterparts: This Agreement may be executed in counterparts (whether by facsimile signature, PDF via email, or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same instrument. (p) Section Headings: All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
21. Conflict of Interest In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties, that to the best of its knowledge have such an
interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises.
22. NONDISCRIMINATION; COMPLIANCE WITH ADA
(a) As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time,
CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion,
disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT
acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and
agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. (b) CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or
through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the
ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision
of services, benefits or activities provided under this Agreement. 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS
CONSULTANT shall use its best efforts to comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as
amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing
and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall use its best efforts to comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education
materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility
requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the
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pallets to verify that pallets are not being disposed.
24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, and if applicable, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
25. INSURANCE
(a) CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect
during the term of this Agreement, the insurance coverage described in Schedule G, entitled “INSURANCE
REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming
CITY as an additional insured or which includes CITY as insured under any general liability or automobile
policy or policies.
(b) All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key
Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in
the State of California. Any and all contractors of CONSULTANT retained to perform Services under this
Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical
insurance coverage, naming CITY as an additional insured under such policies as required above.
(c) Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of
this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an
endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced
in coverage or limits, by the insurer except after filing with the Purchasing Manager on reasonable prior
written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and
provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing
Manager written notice of the cancellation or modification as soon as reasonably practicable following
CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current
certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire
term of this Agreement.
(d) The procuring of such required policy or policies of insurance will not be construed to limit
CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement.
Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total
amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed
under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or
the term has expired, provided however, that Section 13 (Limitations on Liability) shall apply in all
circumstances.
[Signatures on Following Page]
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IN WITNESS WHEREOF, SmartWorks and the Customer have duly executed this Agreement to be effective on
the Effective Date first written above.
N. HARRIS COMPUTER CORPORATION
_________________________________ _________________________________
Signature Signature
_________________________________ _________________________________
Jeff Bender Todd Richardson
_________________________________ _________________________________
Chief Executive Officer Chief Financial Officer
_________________________________ _________________________________
Date Date
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
APPROVED:
__________________________
Director of Utilities
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2/1/2022
Jeff Bender
Chief Executive Officer
Todd Richardson
2/1/2022
CFO
Schedule “A” Description of Services; Fees and Payment Terms *
I. Software Services mean the following modules:
Modules Included:
- Compass Platform
- MeterSense MDM
- KPI Dashboard
- Leak Detection and Notification
- Outage Performance
- Transformer Loading Analysis
- Rate and Revenue Analysis
II. Customer shall pay the following Annual Subscription Fees during the Initial Term:
Annual Recurring Fees (includes support services) Amount
Software Annual Subscription Fee:
Year 1 $253,331
Year 2 $253,331
Year 3 $253,331
Year 4 $253,331
Year 5 $253,331
The Annual Subscription Fees are based upon the modules included (below), as well as the maximum meters,
channel and Interval lengths set out in SOW section 2.3 (Meter Configuration)
III. Customer shall pay the following Professional Services Fees:
Professional Services: One Time Initial Set-up Fees Amount
Professional Services provided per Schedule C of this Agreement. $457,400
* All charges are exclusive of out of pocket expenses for Professional Services performed. Charges for actual and reasonable out-of-pocket expenses including, but not limited to, travel and lodging expenses will be billed monthly as incurred. All pricing is exclusive of applicable sales, use or similar taxes. Customer is responsible for any such taxes that may apply; if Customer is tax exempt, evidence of such tax exemption must be provided. Lapsed payments may lead to denial of access to the Service in accordance with Section 16(b)(ii) of the Agreement.
** Travel expense is estimated not to exceed $80,000 but is not included section 3 (Fees, not to exceed compensation) to conform with Smartwork’s accounting practices. Palo Alto will fund travel expenses under the contract’s contingency amount.
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IV. Payment Terms:
The Annual Subscription Fees will be due upon execution and thereafter prior to the anniversary date during the
Initial Term and each Renewal Term.
Professional Services Fees, and any applicable travel and lodging expenses, will be invoiced per the below
milestones tables and shall be due and payable thirty (30) days from the date of invoice.
Milestone Phase Services Percentage Due Services $ Due Subscription Fee % Due
Contract execution and Issuance of Notice to Proceed Alpha 25% $114,350
Sensus Kick-Off Participation Alpha 5% $22,870
Software installation Alpha 2% $9,148 100%
SmartWorks Kick off Session held Alpha 3% $13,722
Initial DataSync and AMI integration completed Alpha 5% $22,870
UAT (Alpha) Alpha 10% $45,740 Delivery of requirements document Beta 5% $22,870
Completion of integrations Beta 8% $36,592
Completion of Functional Training Beta 5% $22,870 Rules Engine Training 2% $9,148
Completion of UAT Beta 10% $45,740
Bill Production for Customer Billing Beta 5% $22,870
Transition to Support Beta 3% $13,722
Discovery (Post Full Implementation - PFI) PFI 3% $13,722
Outage Performance module ready PFI 3% $13,722
Transformer Loading Analysis module ready PFI 3% $13,722
Rate and Revenue Analysis module ready PFI 3% $13,722
*The above table includes an additional 180 hours requested for above baseline training and reporting, and ESRI integration.
These additional hours can be used during Alpha, Beta, or PFI phases and will be tracked separately.
V. ADDITIONAL PROFESSIONAL SERVICE(S) FEES:
Any Professional Services that are not set forth in a Statement of Work are deemed to be additional Professional Services (the “Additional Professional Services”). The Additional Professional Services may be provided on-site or via the telephone or through on-line communication platform. Additional Professional Services provided via telephone or through on-line communication platform shall be billed at the rate of two hundred and thirty dollars ($230) per hour. On-site Additional Professional Services shall be billed at two hundred and ninety dollars ($290) per hour, plus applicable travel, lodging and per diem expenses. Professional Services performed one year or more
after the execution date of this Agreement shall be billed at the then current SmartWorks Professional Services rates. Help line support and Support Services do not include training or other Professional Services. In addition to the Professional Services Fees set out in a Statement of Work, Customer shall be billed a seven-
hundred and fifty dollar ($750) daily surcharge for any Professional Services provided on weekends or SmartWorks-
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recognized holidays, plus any applicable travel charges in accordance with Section 4 of the Agreement.
Additional Professional Services may include, but are not limited to, the following: software installation, configuration, data validation, system setup, system balancing, interface setup, interface testing, process training,
customized reporting, application training and business requirements gathering.
VI. RESET OF TERM TO MATCH FISCAL YEAR:
Customer may request that SmartWorks match the annual invoicing of the Annual Subscription Fees with
Customer’s fiscal year. In order for Customer to elect to match annual invoicing with their fiscal year, Customer
must make said request to SmartWorks in writing and during the Initial Term of this Agreement. If such election is
made SmartWorks shall, a) issue a prorated invoice for any Subscription Fees due for the portion of the year
remaining in Customer’s current fiscal year, b) extend the then current term to expire at the end of the Customer’s
subsequent fiscal year, c) issue an annual invoice thereafter on the annual anniversary date of Customer’s fiscal
year for any Subscription Fees due, and d) reset future annual terms to expire at the end of Customer’s fiscal year.
Annual Subscription Fees are invoiced in advance of an upcoming annual term. Subscription fees shall be due and
payable thirty (30) days from date of invoice.
VII. Third Party Service Provider’s Online Privacy Policy: https://www.ibm.com/privacy/details/us/en/
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SCHEDULE “B”
SERVICES AVAILABILITY
1. Availability Requirement.
SmartWorks shall use commercially reasonable efforts to make the Services Available 100% of the time of the time in any given calendar month as measured over the course of the total number of days in each calendar month during the Term (each such calendar month, a “Service Period”), excluding un-Availability as a result of any of the Exceptions described below in this Section 1 (the “Availability Requirement”). “Service Level Failure” means a material failure of the Services to meet the Availability Requirement. “Available” means the Services are available for access and use by Customer in a production environment. For the purposes of calculating the Availability Requirement, the Services will not be considered un-Available and no Service Level Failure will be deemed to have occurred in connection with any failure to meet the Availability Requirement that is due, in whole or in part, to any: (a) Customer Cause; (b) Customer's Internet connectivity; (c) a force majeure event (as described in Section 20(m)); (d) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by SmartWorks pursuant to this Agreement; (e) Routine Scheduled Downtime; (f) any interruption to the access or use of the Services that occurs in a non-production environment; (g) Emergency Work; or (i) disabling, suspension, or termination of the Services for cause by SmartWorks. For clarity, references to “Customer” in this Schedule B include Authorized Users.
2. Customer Cause.
For the purposes of this Schedule B, “Customer Cause" means any of the following causes: (a) any negligent
or improper use, misapplication, misuse or abuse of, or damage to, the Services by Customer or its
representatives; (b) any interference or modification to or alteration of the Services by Customer or its
representatives; (c) any use of the Services by Customer or its representatives in a manner inconsistent with
the then-current Documentation; (d) any use by Customer or its representatives of any third party products that
SmartWorks has not provided or caused to be provided to Customer; or (e) any use by Customer of a non-
current version or release of Third Party Components, notwithstanding notice from SmartWorks that updates,
fixes or patches are required.
3. Service Level Failures and Remedies.
(a) In the event of a Service Level Failure, SmartWorks shall issue a credit to Customer in the amounts set out in the table below (a "Service Level Credit"), provided however, that SmartWorks has no obligation to issue any Service Level Credit unless Customer: (i) reports the Service Level Failure to SmartWorks immediately on becoming aware of it; and (ii) requests such Service Level Credit in writing within ten (10) days of the Service Level Failure (“SLC Request”).
Service Period Availability Service Level Credit (Percentage of Monthly Payment of Annual Subscription Fee) Equal to or greater than 99% 0%
Equal to or greater than 98% 4%
Equal to or greater than 97% 7%
Equal to or greater than 95% 15%
Less than 95% 20%
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The Service Period Availability is calculated by subtracting the total number of minutes that the Services are un-Available in a Service Period from the total number of minutes in a Service Period and then dividing the difference by the total number of minutes in a Service Period.
(b) Any Service Level Credit determined to be payable to Customer under this Agreement shall be computed monthly, and Service Level Credit will be issued to Customer in the last calendar month of
the then current twelve-month period of the relevant Term. This Section 3 sets forth SmartWorks' sole obligation and liability and Customer's sole remedy for any Service Level Failure. 4. Routine Scheduled Downtime.
For the purposes of this Schedule B, “Routine Scheduled Downtime” means a period of time during which
SmartWorks conducts routine system maintenance and for which SmartWorks has provided Customer written notice a minimum of three business days prior to such period, which will be between 6PM and midnight Central Time on weekdays and or any time on weekends, as agreed by the parties. 5. Factors Outside SmartWorks’s Reasonable Control.
For the purposes of this Schedule B, outages due to force majeure events include power surges or network or device failure external to SmartWorks’ data centers. In the event of a force majeure event, SmartWorks shall be entitled to take any actions determined, in its sole discretion, necessary or advisable to prevent,
remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security, or like concern to SmartWorks’ hosting infrastructure resulting from such force majeure event (“Emergency Work”).
SmartWorks shall provide advance notice of such Emergency Work to Customer when practicable and possible. SmartWorks shall not be held responsible for any deterioration of performance or un-Availability
during such force majeure events or Emergency Work. 6. Unauthorized Actions.
SmartWorks shall not be responsible for any un-Availability that results from Customer’s unauthorized action or lack of action when required, or from Customer’s employees, agents, contractors, or vendors, or anyone
gaining access to the Services by means of Customer passwords or equipment, or otherwise resulting from Customer failure to follow appropriate security practices. Although SmartWorks will use commercially
reasonable efforts to mitigate the effects of any such events, SmartWorks cannot guarantee that such events will not occur. Accordingly, SmartWorks disclaims any and all liability resulting from or relating to such events. 7. Failure to Adhere to Requirements. SmartWorks shall not be responsible for any un-Availability which results from Customer’s failure to adhere
to any required configurations, follow any policies for acceptable use, or use of the Services in a manner inconsistent with the features and functionality of the Services (for example, attempts to perform operations
that are not supported, exceeding prescribed quotas, if applicable, or suspected abusive behavior) or inconsistent with SmartWorks’ published guidance.
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SmartWorks will maintain a data security program for the Software delivered to Customer as Software as a Service (SaaS) that will include reasonable administrative, physical, technical, organizational and other security measures to protect against unauthorized access to, or destruction, loss, unavailability or alteration of, any City Data processed or stored by the SaaS, it being understood that the SaaS relies on Third Party Components which are delivered pursuant to the data security programs implemented and controlled by the third party service provider of such Third Party Components and not by SmartWorks.
SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF CUSTOMER’S OR ITS USERS’ CONNECTION TO OR USE OF THE INTERNET, AND
SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY USE BY CUSTOMER OR ANY USER OF CUSTOMER’S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION.
(h) Third Party Software. Customer agrees to comply with the terms and conditions regarding third party software set out in Schedule ”F” to this Agreement, where applicable. 9. Delivery Schedule
The parties will mutually agree in writing upon a delivery schedule based on, among other things, the purchased modules, required training and availability of both Customer and SmartWorks staff members.
10. Data Conversion Fees
SmartWorks may offer data conversion services for the purpose of migrating existing Customer data to a format usable by the Software. The success of the data conversion effort is largely based on the format and quality of the Customer provided data. Unless otherwise indicated, converted data is strictly limited to non-dollar amounts and typically includes information such as names, addresses, and phone numbers. Only information explicitly listed in this Agreement will be converted. In certain instances, initial cost estimates for a data conversion may have been included in a professional services pricing proposal. Unless specifically included in this Agreement as part of Schedule “A” and “C”, such cost estimates, and all prior data conversion cost estimates, are not binding nor are they incorporated into this Agreement. Accordingly, SmartWorks shall notify Customer of the final data conversion fees and costs after the Customer provided sample data is examined by SmartWorks to verify existing
Customer data formats and data integrity; but before data conversion efforts are commenced. In such event, and upon receipt by SmartWorks of notice in writing from Customer that applicable data conversion fees are acceptable,
such data conversion fees (the “Data Conversion Fees”) shall be in addition to all fees currently stated in this Agreement. Any costs associated with obtaining the data from an existing Customer vendor are the responsibility of the Customer. Sample data shall be provided in standard fixed length format with ASCII display characters only. Data must be on a media formats readable by SmartWorks. In the event a data re-conversion is required, for whatever reason, Customer will be billed at the Professional Services Fee rate set out in Schedule “A” to this Agreement.
11. Professional Services & Support Services (a) Professional Services and Support Services. Subject to the terms and conditions of this Agreement, SmartWorks shall provide the Professional Services to Customer in accordance with Schedules “A” and “C” and the Support Services in accordance with Schedule “D”.
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www.harrissmartworks.com
Statement of Work
for
SmartWorks Compass
Presented to
City of Palo Alto Utilities
June 28, 2021
Version: 1.0
SCHEDULE C
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Revision Control
Document Title: City of Palo Alto Utilities – SmartWorks Schedule “C” - Statement of Work
Document Owner: SmartWorks – Professional Services
Version Type Date Author Details / Comments
0.1 Draft 2020.11.18 V. Gagnier Initial draft for project scope
0.2 Draft 2021.01.07 C.Craig Included updated Infra specs
0.3 Draft 2021.02.04 V.Gagnier Updated Sections 1 Introduction, 2.3 Meter
Configuration during call with Palo Alto
0.4 Draft 2021.02.22 V. Gagnier Updated Sections
•2.3 Meter Configuration
•2.4 SmartWorks Compass Modules
•3 Software Integrations
during call with Palo Alto
0.5 Draft 2021.03.04 V.Gagnier Updated Section 3 during call with Palo Alto
0.6 Draft 2021.03.08 V. Gagnier Updated Section 2.1 to 2.6 during call with Palo
Alto
0.7 Draft 2021.03.09 V. Gagnier Reviewed during call with CPAU (Meter config)
0.8 Draft 2021.03.17 V. Gagnier Reviewed during call with CPAU
0.9 Draft 2021.04.19 V. Gagnier Reviewed with CPAU actions items required to
complete sections 1,2 & 3
0.10 Draft 2021.04.20 V. Gagnier Reviewed with CPAU sections 4,5,6,7
Finalized Meter Configuration and Billing
Determinants
0.11 Draft 2021.04.28 V. Gagnier Updated based on latest info provided
0.12 Draft 2021.05.10 V. Gagnier Reviewed action items during CPAU call
0.13 Draft 2021.05.18 V. Gagnier Updated with action items
0.14 Draft 2021.05.19 V. Gagnier Updated during call with CPAU
0.15 Draft 2021.06.09 V. Gagnier Updated during call with CPAU
0.16 Draft 2021.06.16 CPAU Closeout of CPAU-designated open
comments/approvals
0.17 Draft 2021.06.17 V. Gagnier Updated diagram in Section 3 and section 3.5
Customer Portal
0.18 Draft 2021.06.23 V. Gagnier Updated during meeting with CPAU
1.0 Final 2021.06.28 V. Gagnier Added Sensus kick off to section 2.8
Final review and formatting.
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Table of Contents
1.INTRODUCTION ............................................................................................................ 5
1.1. Glossary of Terms ..................................................................................................................... 5
1.2. Roles and Responsibilities ........................................................................................................ 8
1.3. Related Documents .................................................................................................................. 9
2.SMARTWORKS COMPASS IMPLEMENTATION SCOPE ................................................... 10
2.1. Environments ......................................................................................................................... 10
2.2. Storage ................................................................................................................................... 10
2.3. Meter Configuration .............................................................................................................. 11
2.4. SmartWorks Compass Meter Data Types .............................................................................. 12
2.5. SmartWorks Compass Modules ............................................................................................. 15
MeterSense MDM (Alpha/Beta) .............................................................................................. 15
KPI Dashboard (Alpha/Beta) .................................................................................................... 16
Leak Detection and Notification (Beta) ................................................................................... 17
Outage Performance (Beta or Post Full Implementation) ....................................................... 18
Transformer Loading Analysis (Beta or Post Full Implementation) ......................................... 19
Rate and Revenue Analysis (Beta or Post Full Implementation) ............................................. 20
2.6. Reporting ................................................................................................................................ 21
2.7. Project Deliverables and Work Products ............................................................................... 22
Deliverables ............................................................................................................................. 22
Work Products ......................................................................................................................... 22
2.8. SmartWorks Compass Training and Discovery Sessions ........................................................ 22
Kick Off Meeting ...................................................................................................................... 23
Compass Overview Session ..................................................................................................... 23
Discovery Session .................................................................................................................... 24
Functional and Process Training .............................................................................................. 24
UAT Acceptance Testing Support ............................................................................................ 24
Advanced Process Automation Rules Training ........................................................................ 24
3.SOFTWARE INTEGRATIONS ......................................................................................... 26
3.1. AMI Head End System (Sensus RNI) - Alpha, version 4.8 ....................................................... 27
3.2. Customer Information System (CIS) (SAP) ............................................................................. 28
CIS Synchronization Integration (Alpha) .................................................................................. 28 Billing Interface (MVRS file format) (Beta) .............................................................................. 29
3.3. Geographic Information System (GIS) Integration - ESRI ....................................................... 30
Base Map (Alpha) .................................................................................................................... 30
Meter Coordinates (Alpha) ...................................................................................................... 30
Transformer (Post Full Deployment) ....................................................................................... 30
3.4. The Weather Network (Alpha) ............................................................................................... 31
3.5. Customer Portal (SEW) –(Beta) .............................................................................................. 31
3.6. Perform integration of the MDMS to SAP BI to provide reporting data (Beta) ..................... 32
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4.PROJECT MANAGEMENT APPROACH .......................................................................... 33
4.1. Communication/Status and Relationship Management Approach ....................................... 33
4.2. Work Management Approach ............................................................................................... 34
4.3. Change Management Approach ............................................................................................ 34
4.4. Risk Management Approach .................................................................................................. 35
4.5. Acceptance Management Approach...................................................................................... 36
5.DELIVERY APPROACH .................................................................................................. 38
5.1. Implementation Approach – Phases, Deliverables, Key Milestones ...................................... 38
5.2. Implementation Methodology ............................................................................................... 38
5.3. Implementation Timeline ....................................................................................................... 40
5.4. Validation/Testing Approach ................................................................................................. 40
User Acceptance Testing Procedure ....................................................................................... 41
5.5. Software Progression and Configuration Management ........................................................ 44
5.6. Customer Resource Involvement ........................................................................................... 46
5.7. Project Completion Criteria ................................................................................................... 47
Completion Criteria Summary ................................................................................................. 48
6.ASSUMPTIONS............................................................................................................ 50
7.DOCUMENT ACCEPTANCE AND SIGN-OFF .................................................................... 52
APPENDIX A – CHANGE ORDER TEMPLATE ........................................................................... 53
APPENDIX B – ROLES AND RESPONSIBILITIES ....................................................................... 57
APPENDIX C – BILLING DETERMINANTS ................................................................................ 59
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1. Introduction
This Statement of Work (SOW) defines the work to be performed by the SmartWorks division of N. Harris
Computer Corporation (herein referred to as “SmartWorks”) for City of Palo Alto Utilities, (herein referred
to as “Customer” or “CPAU”). This SOW includes a high-level timeline and other Terms and Conditions
specific to the services requested by Customer.
This document serves as the complete understanding, between Customer and SmartWorks, as to what
the current Statement of Work entails. SmartWorks will use this document as reference for the
configuration and implementation of SmartWorks Compass (herein referred to as the “SmartWorks
Software”). This document will also be used by Customer to determine if the SmartWorks Software
provides the functionality requested and agreed to, per this document. If there are any issues during the
project lifecycle, this document will be used to determine if the issue is a configuration/development issue
or if the issue was not included as part of the current Statement of Work.
Changes to this document shall be made through a Change Management Process as described Section
4.3.
The implementation project will accomplish the following high-level objectives:
1)Install, configure and implement the SmartWorks Software as defined in Section 2.
a)The SmartWorks software will be installed at the SmartWorks Hosting Facility.
2)Initiate within SmartWorks Software the collection and management of register and interval read,
Voltage data from AMI Meters.
3)Integrate with:
a)Sensus AMI to import register and interval reads, import meter events/alarms, and to initiate
remote actions
b)SAP HANA CIS to import meter and location data and to provide billing determinants as required
c)ESRI GIS to integration with base maps URL and import GPS coordinates (latitude, longitude)
d)SEW Portal to provide interval read data
e)SAP BI to provide database information for reporting (see section 3.6 of the SOW)
4)Deliver system training designed to develop competency with the use and configuration of the
SmartWorks Software.
5)Provide support during User Acceptance Testing.
1.1. Glossary of Terms
Acceptance Testing
Period
A defined period of time to perform User Acceptance Testing on the
Solution including testing in a live pre-production environment.
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Actual Solution
Acceptance Date
Date that written acceptance by Customer is received by SmartWorks that
Solution substantially meets the Functional and Integration Requirements
Document, and substantially satisfies the testing criteria set forth in the
Solution Acceptance Criteria.
Billing Determinant
The measure of consumption used to calculate a customer’s bill. A billing
determinant is either;
•A register read; or
•A value calculated by the MDM for billing purposes based on interval
and/or register read data. If rates are blocked, seasonally
differentiated, time-differentiated, consumption vs generation, or
separated by demand and energy measures, then the billing
determinants are organized in the same fashion.
Change Management
Process
The process outlined in section 4.3 of the SOW, which SmartWorks will
follow for any proposed changes to the SOW.
Deliverable An item created during the project that requires formal review and
approval by Customer.
Deliverable
Acceptance Criteria
Criteria by which Customer determines that the Deliverable provided by
Consultant is in accordance with this Statement of Work.
Deliverable
Acceptance Criteria
Document
A central listing of all Deliverables and Work Products developed by and
maintained throughout the project.
Detailed Project Plan
A baseline plan created by SmartWorks in collaboration with Customer
during the Initiation and Build phase of the project. The plan establishes
the implementation timeline (including certain milestones) for the project.
Expected Solution
Acceptance Date
The date, identified in the Detailed Project Plan, by which the Parties
expect Solution Acceptance to be achieved.
Functional Testing Test the core Solution components (configuration, interfaces, reports, and
modifications) against agreed upon requirements.
Go-Live Plan
Document
A Deliverable identifying and describing the activities to be performed
during the Deployment phase of the project.
Integration Testing Test the end-to-end process based on business processes and scenarios
against the agreed upon integration requirements.
Interval Read Data
A meter read showing the consumption over a defined period of time,
demand, or interval, normally 60 minutes, 30 minutes, 15 minutes or 5
minutes.
Typical units of measure include kilowatt-hours (kWh) for electric meters,
Gallons/cubic foot or cubic meter for water meters.
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Meter Channel
Unique stream of meter read data, with corresponding UOM (Unit of
Measure), provided by meters and stored under a unique Channel ID
within SmartWorks Compass.
Each channel can consist of consumption data (referred to as consumption
channel) or a demand data (referred to as demand channel).
Meter Event
An anomalous network situation or notification reported by an AMI meter;
for example, issues related to quality of supply, security failures, fraud,
meter tampering, leaks, reverse flow, no flow or issues with network
communications. Meter events are collected and reported by Customer’s
AMI system as part of the routine meter interrogation cycle.
Post Implementation
Grace Period
Calendar days after acceptance Date for each phase in which SmartWorks
Software is operating as Customer’s primary operating system with
respect to functionality contained herein.
Register Read Data
A value provided by the meter that is shown on the meter’s faceplate, and
hence can be validated by the customer by visual inspection of the meter.
This can include:
•Cumulative Consumption Register Read – total measured consumption
since the meter was manufactured or refurbished (Typical units of
measure include kilowatt-hours (kWh) for electric meters, Gallons/
cubic foot or cubic meter for water meters.)
•Time of Use Consumption Register (total consumption during a
specific time of use window)
Solution The set of related software programs and services contained within in this
Statement of Work.
Solution Acceptance
Customer determination by written acknowledgement that the Solution
provided by Consultant performs in accordance with the Functional and
Technical Requirements developed for this Statement of Work and any
applicable Documentation.
Third-Party Vendor Any vendor or organization that is not part of SmartWorks or Customer
Unit Testing
Ad hoc testing of individual Solution components prior to Functional
Testing, to validate that each component meet the specifications set forth
during the project.
User Acceptance
Testing
Testing to validate that Solution behaves per agreed-upon requirements as
defined in the Functional and Integration Requirements Document based
on the test cases and selected scenarios.
Voltage Volt-hour interval data included with the periodic meter data delivery
(Min/Max/Average or Instantaneous)
Work Product An item created during the engagement that is reviewed by Customer but
does not require formal approval by Customer
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1.2. Roles and Responsibilities
The activities to be carried out are detailed in each section of this SOW. The table below defines the
associated roles and responsibilities at a high level. References to the corresponding sections of the SOW
are included when a more detailed description is required.
Note: Changes to team personnel will be carefully evaluated by both parties, in the context of the project,
and will be provided to Customer for consideration in advance of any changes.
Responsibility Role
Define scope of work with CIS Vendor under a separate agreement.
This includes development of the integrations listed in this SOW as well
as integration with the AMI head end system for meter provisioning.
Project Manager
(Customer)
Establish Detailed Project Plan Project Managers
(SmartWorks/Customer)
Ensure resources are available to carry out tasks defined in section 5.6
Customer Resource Involvement
Project Manager
(Customer)
Engage in tasks defined in section 5.6 Customer Resource Involvement Project Core Team
(Customer)
Ensure resources are available to perform work as defined in SOW Project Manager
(SmartWorks)
Ensure assistance and cooperation by Third-Party Vendors (including
AMI, CIS and GIS)
Project Manager
(Customer)
Participate in weekly project calls Entire Project Team
(SmartWorks/Customer)
Configure Virtual Private Network (VPN) to enable customer access to
the SmartWorks Hosting Facility (applications on the SmartWorks
Hosting Facility may not be exposed on the internet).
IT (Customer)
Perform initial install in SmartWorks Hosting Facility Infrastructure specialist
(SmartWorks)
Install Software Modules as per section 2 SmartWorks Compass
Implementation Scope
Consultants (SmartWorks)
Provide deliverables as defined in section 2.7 Project Deliverables and
Work Products
Consultants (SmartWorks)
Provide AMI infrastructure and meter data Metering (Customer via
AMI vendor)
Provide input data for integration points as defined in section 3 Software
Integrations
Project Team (Customer)
Install and configure integration points as defined in section 3 Software
Integrations
Consultants (SmartWorks)
Perform functional and integration testing Consultants (SmartWorks)
Perform User Acceptance Testing Project Team (Customer)
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Responsibility Role
Provide support during User Acceptance Testing Consultants (SmartWorks)
Perform configuration updates once training has been delivered and
User Acceptance Testing is completed.
Note: Guidance will be provided by SmartWorks until the project is
deemed completed.
Project Team (Customer)
1.3. Related Documents
Related documents to the SOW are:
1) Harris-SmartWorks Subscription Agreement
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2. SmartWorks Compass Implementation Scope
The scope of this Statement of Work is to implement the SmartWorks Software Solution for the Customer
and to train the key people on the operation of the SmartWorks Software. The Customer will procure and
install their respective advanced meters and supporting network infrastructure.
2.1. Environments
SmartWorks will deploy two (2) instances of the SmartWorks Software at the SmartWorks Hosting Facility
in the United States: (1) Test instance and (1) Production instance.
Note that the intent of a test environment is to test new or existing functionality with a minimal set of
data representative of the meter population prior to a production update.
The Test and Production environment specifications are shown in the Server Specification Assumptions
table below. The use of the test instance as a copy of production with a full set of data and corresponding
full dataset processing is not included in the scope of work. Server specifications and associated hosting
costs, if applicable, included in our proposal are based on these assumptions. Changes to the
environments may be brought into scope using the Change Management process described in section 4.3.
Server Specification Assumptions
Live Storage Meter Population Integrations VEE
Test instance (Beta) 12 months Meter Deployment following table in Section 2.2
Integrations defined in Section 3, not real time.
Real-time integrations only enabled/active as required e.g. DataSync, real-time events, remote actions
Note: The test instance will connect to QA SAP CIS
Enabled as required
Production instance 3 years Meter Deployment
following table in Section 2.2
All integrations defined in
Section 3.
Enabled
2.2. Storage
The SmartWorks Software will be capable of importing, processing and storing thirty-six (36) months of
meter usage data for the meters, interval length, and channels reflected in the table in section 2.3 Meter
Configuration. Each instance will be sized appropriately to manage this volume of data. Changes to the
table below that may affect the size of the SmartWorks Hosting Facility will be made in accordance with
by the terms and conditions of the Hosting Services Agreement.
Changes to storage and data processing requirements including storage duration, meter counts,
configuration of intervals length or number of channels impact the storage requirements submitted with
our proposal. These may be brought into scope using the Change Management process described in
section 4.3.
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An archive and purge process will be used for data older than thirty-six (36) months. Archived data will
be recoverable for a period of five (5) years after the date of archive, after which it will be purged.
To restore a location’s data, users have the ability to enter the Location Number or meter ID. Once the
restore execution is complete, all data for the selected meter ID, or for all meters associated with the
selected location, will now be available in the system again, and can be viewed in graphs, tables, or other
reports. This data will remain in the system indefinitely and will be excluded from further data purge
processes. Users also have the ability to configure a “Data Purge Exclusion Meter List”.
2.3. Meter Configuration
The SmartWorks Software is capable of importing, processing and storing meter usage data based on the
interval length and channels submitted with our proposal and defined below.
Initial
Meter
Count
Commodity Service
Type
AMI Read
Channels
Voltage Interval Daily Number of
processed Interval
Reads
25,000 Electric RES KWH VOL 15 2,400,000
(1*25K*24*4)
1,800 Electric NEM KWH
KWH_RCVD
VOL 15 345,600
(2*1.8K*24*4)
3,000 Electric C&I KWH
KVRAH
VOL 15 576,000
(2*3.0K*24*4)
1,000 Electric C&I KWH
KVRAH
VOL 5 576,000
(2*1.0K*24*12)
20 Electric Comm
Solar
KWH
KWH_RCVD
KVARH
KVARH_RCVD
VOL 15 7,680
(4*20*24*4)
45,000 Water
Gas
ALL CCF
(1/100 CCF)
N/A 60 1,080,000
(1*45K*24)
~5,850 Electric Virtual 60 280,000
(2*5,850*24)
~650 Electric Virtual 15 124,800
(2*650*24*4)
Notes:
The total number of daily processed reads is estimated at 5,390,080 x 2 = 10,780,160 raw and processed
reads
VOL data is stored in a separate table than meter reads (see section 2.4)
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2.4. SmartWorks Compass Meter Data Types
For each meter provided in the datasync process, there are five (5) different record types supported in
Compass MDM:
•INT (Interval reads),
•REG (Register reads),
•VOL (Voltages),
•EVN (Meter events)
•OMD (Other Meter Data values).
The SmartWorks Compass record layout for each of these six record types is detailed in the tables below.
Raw Interval Reads
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'INT' for interval reads.
Meter_id String (Not exceeding 30
characters)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Channel_id Integer Channel identifier. A meter must have
only one channel identifier with a given
unit of measure. Data with different units
of measure must each have their own
channel identifier.
Read_dtm Date/Time Date and time of the end of the interval,
in the meter's local standard time (not
including daylight savings) or UTC.
Preferred format is: "yyyy/mm/dd
hh24:mi:ss".
Read_value Decimal (any precision) Numeric value representing the meter
reading (either consumption or max
demand, depending on the channel's Unit
of Measure) for the interval.
UOM String (not exceeding 30
characters)
Unit of measure for the reading. For
example, KWH, KW, KVAR, KVA, GAL, M3,
FT3
Source_collector_id String (not exceeding 30
characters)
Unique identifier of the data collection
device that obtained this meter reading
(optional).
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Raw Register Reads
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'REG' for register reads.
Meter_id String (Not exceeding 30
characters)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Channel_id Integer Channel identifier. A meter must have
only one channel identifier with a given
unit of measure. Data with different units
of measure must each have their own
channel identifier.
Read_dtm Date/Time Date and time the meter’s register was
read, in the meter's local standard time
(not including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Read_value Decimal (any precision) Numeric value representing the meter
register reading, which should match the
meter's faceplate value at that time.
UOM String (not exceeding 30
characters)
Unit of measure for the reading. For
example, KWH, KW, KVAR, KVA, GAL, M3,
FT3
Source_collector_id String (not exceeding 30
characters)
Unique identifier of the data collection
device that obtained this meter reading
(optional).
Voltages
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'VOL' for register reads.
Meter_id String (not exceeding 30
chars)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Read_dtm Date/Time Date and time associated with the
voltage, in the meter's local standard time
(not including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Phase String (not exceeding 3
chars)
Indicator of the phase of the voltage
reading (for example, A, B or C). If
unknown and the meter is a single-phase
meter, specify 'X'.
V_current Decimal (any precision) Instantaneous voltage value as of the
read_dtm. Can be null, if min/max/avg
values are defined.
V_min Decimal (any precision) Minimum voltage for the time period
ending at read_dtm and starting as of the
previously supplied record. Can be null if
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Field Name Field Type Description
v_current is supplied, and min/max/avg is
not available.
V_max Decimal (any precision) Maximum voltage for the time period
ending at read_dtm and starting as of the
previously supplied record. Can be null if
v_current is supplied, and min/max/avg is
not available.
V_avg Decimal (any precision) Average voltage for the time period
ending at read_dtm and starting as of the
previously supplied record. Can be null if
v_current is supplied, and min/max/avg is
not available.
Source_collector_id String (not exceeding 30
chars)
Unique identifier of the collector device
that
Meter Events
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'EVN' for meter events.
Meter_id String (not exceeding 30
chars)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Channel_id Int Where applicable, indicate the channel ID
associated with this event. In most cases,
the event is associated at the meter-level,
and not with a particular channel. In such
cases, just put "1".
event_dtm Date/Time Date and time associated with the event,
in the meter's local standard time (not
including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Event_tp String (not exceeding 30
chars)
Text indicating the type of event
(example, 'Tamper', 'Outage', ‘Leak’, etc.)
Event_Comments String (not exceeding 256
chars)
Text description of the event. If none is
available, just duplicate the value in the
Event Type field.
Other Meter Data
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'OMD' for other meter
data.
Meter_id String (not exceeding 30
chars)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Value_Type String (not exceeding 30
chars)
Identifier of the type of other meter data
-i.e. "blink count, current".
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Field Name Field Type Description
value_dtm Date/Time Date and time associated with the data
value, in the meter's local standard time
(not including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Value_qty Decimal Numeric value indicating the quantity of
the data value.
UOM String (not exceeding 8
chars)
Unit of measure for the data value.
Source_collector_id String (not exceeding 30
chars)
Unique identifier of the collector device
that obtained this meter data value
(optional).
2.5. SmartWorks Compass Modules
The following SmartWorks Compass Software modules will be installed and configured as part of the scope
of this engagement:
•SmartWorks Compass, including the following modules:
•MeterSense MDM
•KPI Dashboard
•Outage Performance
•Transformer Loading Analysis
•Leak Detection and Notification Module
•Rate and Revenue Analysis
This section includes a description of each module as well as their corresponding Pre-requisites and
Assumptions.
MeterSense MDM (Alpha/Beta)
SmartWorks will install and configure MeterSense MDM module.
Module Functionality includes:
•Support meter deployment
•Reports to help ensure that meters are provisioned correctly and communicating in the field
•Monitor AMI Performance
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•Report on number of reads delivered compared to AMI Service Level Agreement
•Enable Meter-to-Cash
•Validation of reads, billing determinants and customer service support
•Alert via Meter Events
•Store and report on Tampers, Leaks, error and other meter flags
2.5.1.1. Pre-Requisites & Assumptions
•Meter reads are imported from the AMI as defined in section 3.1 AMI Head End Systems.
•Meter events are imported from the AMI as defined in section 3.1 AMI Head End System.
•Meters installation/removal are synchronized with the system of record as defined in
sections 3.2.1 CIS Synchronization Integration.
•After installation of MeterSense MDM by SmartWorks, meter reads validation routines (VEE
–Validate, edit, estimate) as defined in SmartWorks User-Guide VEE will be available for
configuration.
•Data will be presented in the MeterSense MDM reports based on the modules identified in
this Statement of Work and the availability of the data described in section 3 Software
Integrations.
KPI Dashboard (Alpha/Beta)
SmartWorks will install and configure the KPI Dashboard module. The KPI Dashboard enables the user to
configure one or more dashboards to display information on Key Performance Indicators (KPIs). A KPI is
a metric that is represented by a One-Dimension or Two-Dimension Visualization component:
•One-Dimension KPI Visualization includes: Numeric, Thermometer, or Speedometer
•Two-Dimension KPI Visualization includes: Area, Bar, Column, Scatter, Pie, or Table
For each KPI, a panel of information is available. This includes:
•Value of the KPI displayed as a numeric value, speedometer graphic or thermometer graphic.
•If a drilldown link was defined when the KPI was registered, clicking anywhere on the value will
launch a window with the drilldown page.
•Color coded value (red/yellow/green), depending on settings.
•Max/min statistics and trend area.
•Secondary KPI value, where configured. If the secondary KPI value has been defined with a drilldown
link, clicking on the value will launch a window with the drilldown page.
Information on a KPI can be shared via email on a scheduled basis or threshold-driven exception
basis.
A set of standard KPIs are made available with the application. These are arranged into a set of standard
dashboards. It may be that not all dashboards or KPIs are applicable to a utility depending on available
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information, modules deployed, and integrations performed. Users may configure their own dashboards
from the available KPIs.
2.5.2.1. Pre-Requisites & Assumptions
• Deployment of the Compass Framework, if not already in place.
• Population of any data required for calculation of KPIs as per section 3 of this SOW.
Leak Detection and Notification (Beta)
SmartWorks Compass provides an analytical software solution that identifies leaks both from meter
notifications and using intelligent data analysis. A prioritized list of customers to be contacted is then
produced, filtered for false positives and duplicates, and refined on an ongoing basis to eliminate wasted
effort.
Functionality Delivered:
• Import Leak Events from AMI meters if available.
• Monitor for Continuous Consumption, with parameters configurable by group.
• Generate Leak Notifications using either or both approaches above.
• Provide notification summary reports to utility personnel
• Customer notification:
o The MDM will provide a csv report to Customer portal as per section 3.5 of this SOW. This
will enable the utility to send notifications to customers using CPAU customer portal.
• Registered Report: Customers that have received Leak Notification but the leak still persists for a
selected period of time (default to 3 days).
• Leak Detection KPI Dashboard, displaying.
o Leaks Detected: Number of locations with a suspected leak.
o Average Leak Time: Average time of leak, based on Continuous Consumption statistics.
o Average Leak Volume: Average leak volume, takes the average of each interval that
reported a Continuous Consumption failure.
o Leak Notifications Sent: Leak Notifications sent to customers. This KPI is based on a rule
specifically created for customers that emails the leak notification to customers, reported
on a daily basis. Customer will import customer/account/location information from the CIS.
o Leak Events Yesterday: Total Volume of all leak events over the past 24 hours.
o Total Leak Volume: Total Volume of all reported Continuous Consumption failures over the
previous 6 months time span.
o Average Leak Volume: Average leak volume of all reported Continuous Consumption
Failures over the previous 6 months.
Implementation
• Consultant will implement and configure the above functionality.
• Consultant will train customer on module functionality and uses.
• Consultant will support customer testing.
2.5.3.1. Pre-Requisites & Assumptions
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•Deployment of the Compass Framework by SmartWorks, if not already in place.
•Utilization of Leak Notifications from meters requires meter-generated leak notifications to be
delivered to the SmartWorks Compass Framework via standard Advanced Metering Infrastructure
integration methods.
•Utilization of usage data analysis for leak notification requires hourly (or finer) interval usage data to
be delivered to the SmartWorks Compass Framework via standard Advanced Metering
Infrastructure integration methods.
•Map views require latitude/longitude information for each meter to be available via synchronization
with the system of record.
•Customer communications for notification of leaks is assumed to leverage existing customer
communication approaches. SmartWorks will provide a .csv file to Customer Web Portal to advise of
Leak Events. Customer Web Portal will be configured to notify the end customer of such leaks.
•Synchronization exists with CIS for association of meters with locations and accounts, plus the status
of the account (active/inactive).
•Customer contact details must be accessible by Compass for any customer communications sent by
Compass.
•If available, registration data (name, email, status, active date, inactive date) will be synchronized
with the system of record. Otherwise, registration will be managed manually within Compass.
Outage Performance (Beta or Post Full Implementation)
Automatically track outage signals from AMI & customer calls, streamline response and measure
performance.
When receiving alarms, Compass will create an outage table with a place for a ‘restore’ event, which will
be updated when a restore event is received from the meter.
Customer will use business as usual processes to address the outage and notify dispatch that the outage
has been addressed.
Confirmation of Restoration
Compass will look for a high volume of restores followed by a reduction in restore events to a threshold
of restoration messages/minute.
Compass will use an asynchronous On-Demand read request to ping all devices assigned to a
transformer that have not provided a restore message afterwards. Compass will throttle requests to
batches of not more than 500 meters.
Functionality delivered:
•Map Views for Current Outages and Current Outages with recent restorations
•Event Summary by Event Type, grouped by Meter
•Event Listing for Outage Events
•Outage Statistics
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•KPI Dashboard for Outages
•Meter Ping to Confirm Restoration of Power
Implementation
The AMI will send meter events (Outages) through MultiSpeak 3.0 or 4.1 to Compass near real-time.
(Additional charges will be included for Non-MultiSpeak options)
The customer is required to provide the following to Compass during implementation:
•Outage and Restoration Mappings (i.e., what’s considered an outage? Last Gasp, etc.)
•Outage Event Time Tolerance (to avoid duplicates)
o How long has the outage occurred
•The Meter (Lat/Long) would need to be displayed for the map
•In the event of an outage, Compass can set restoration on demand read by pinging a meter (with
response) and set a restore time. CMEP event will still be required for back-up/redundancy
purposes.The high volume (high-level threshold and drop-off threshold) will need to be quantified
and Compass will need to be notified during a restoration check.
•The customer will need to identify what an outage is in order to for Compass to adequately provide
corresponding reports and statistics
•Compass will not be responsible for MultiSpeak events not sent by the AMI during an outage.
•Consultant will support customer testing.
2.5.4.1. Pre-Requisites & Assumptions
•The AMI will filter meter events before forwarding them to Compass.
•Deployment of the Compass Framework by SmartWorks, if not already in place.
•Population of any data required.
•Datasync must already be in place.
•ESRI based GIS for use is required for base maps.
•On-Demand reads will be accepted by MultiSpeak
Transformer Loading Analysis (Beta or Post Full Implementation)
The SmartWorks Transformer Loading Analysis module continually analyzes loads on distribution
transformers and identifies those at risk of failure, resulting in improved system reliability and better
asset utilization. SmartWorks Transformer Loading Analysis uses AMI data, power factor and distribution
network mapping to analyze transformer loads in relation to their ratings. Analytical calculations are
run in the background so that detailed dashboards can be viewed on demand. You can interrogate the
system to identify reliability risks and plan their mitigation strategy, or leave it to the system to
monitor loads on a continual basis, then serve up notifications based on configurable parameters.
•KPI Dashboard of Overloaded and Underloaded transformers, based on combination of
o Peak level
o % time above Optimal Operating Band (OOB)
o Drill downs from KPIs.
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• Transformer Loading Dashboard
o KPIs for
Qty of Tfrs peaking above 200%
Qty of Tfrs >10% over OOB
Qty of Tfrs >90% below OOB
• Map of Transformers by Load
• Map of Transformer-Meter relationships
• Transformer Contributors graph
• Watch-list of transformers implemented with Markers
• Prioritized Replacement list implemented with Task Manager
Implementation
• Consultant will implement and configure the above functionality.
• Consultant will train customer on module functionality and uses.
• Consultant will support customer testing.
2.5.5.1. Pre-Requisites & Assumptions
• Deployment of the Compass Framework, if not already in place
• Population of any data required for Transformer Loading calculations, including interval
reads for meters
• To enable the Transformer Loading Analysis functionality, Customer’s GIS must provide
the following from the datasync on at least a daily basis:
transformer assets, including KVA rating
date-driven relationship between transformer and AMI meter/location, including
active and inactive dates.
Note: The history also needs to be provided, but if not possible, it will be inferred
based on the datasync date
• Interval data from AMI meters need to be provided, particularly the KWH, KVARH, KVAR,
and KVAH, when available.
• Configuration of virtual interval channels for unmetered loads (e.g., streetlights, leased
lights) and non-AMI meters
• A specific group for the transformer needs to be configured.
Rate and Revenue Analysis (Beta or Post Full Implementation)
The Rate & Revenue Analysis module enables a user to model billing rates and apply those rates to
consumption profiles that have been imported from other systems. Rates may be applied over user-
definable timeframes. This allows the user to compare multiple rates for a single consumption pattern.
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The rates modeled in SmartWorks Compass can incorporate blocks, tiers, TOU, demand, peak time
pricing, flat fees, service charges and taxes. However, for some rates they may represent
approximations. They are intended for decision support and may not mirror exact billed amounts.
The user may also use this module to pre-calculate and store pseudo bills by applying one or more rates
to one or more consumption profiles for one or more definable time periods. Standard reporting
provides comparisons of these calculated bills to assess the impact on utility revenue for different
scenarios. Scenarios may include groups of customers switching from one rate to another; changing the
parameters that constitute a rate, or introducing a new rate to a group of customers.
Implementation
• Consultant will implement and configure the above functionality.
• Consultant will train customer on module functionality and uses.
2.5.6.1. Pre-Requisites & Assumptions
• Deployment of the Compass Framework by SmartWorks, if not already in place.
• AMI Interval Data is required. If this is not available, consultant can create pseudo interval data for
periodic consumption information for an additional cost.
• Customer is currently synchronizing CIS or other system of record information for meter location
cross references and accounts, plus the status of the account (active/inactive).
• Customer will provide a list of rates or their rate structure in advance of implementation.
2.6. Reporting
All standard reports available within the SmartWorks Software will be made available for all licensed
modules.
Examples of standard reports include but is not limited to:
• Continuous Usage
• Meter Events and Alarms
• Meters With Estimated Intervals
• Meters Failing Validation
• Register Validation Failures
• Interval Validation Failures
• Interval Bar Graph
• Raw Vs Processed Reads Report
A scope of 50 hours will be assigned to the design, development, and testing of custom reports or custom
queries based on Customer reporting requirements gathered during the Discovery Session and
throughout the course of the project. This includes the development of custom KPI Dashboard reports.
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Requirements for custom reports must be defined prior to each Testing phase, but no later than the
transition to Support at the end of the Beta phase.
Customer can decide to re-assign all or parts of these hours to other project activities, such as additional
remote training.
No custom reports have been identified for delivery. However, if during the project, Customer identifies
a requirement for a custom report, the services can be brought into scope using the Change Management
process described in section 4.3.
2.7. Project Deliverables and Work Products
The following deliverables, milestones and work products are included in this project. Deliverables are
items created during the project that may require formal review and approval by the customer. Work
products are items created during the project that are reviewed by the customer but do not require formal
approval by the customer.
Deliverables
The following list identifies the key deliverables associated with this project:
•Functional and Integration Requirements Document
•SmartWorks Software installation
•SmartWorks Software configuration
•SmartWorks Software integration as defined in section 3
•SmartWorks Software End-User Training
Work Products
The following list identifies the key work product documentation associated with this project:
•Project Schedule
•Acceptance Criteria Document
•Test Case Scenario Checklist
•Testing Plan
•Training Plan
•Training Material
•SmartWorks Software User Guides
•Go-Live Approach Document
2.8. SmartWorks Compass Training and Discovery Sessions
To enable users to effectively use the software both during acceptance testing and in a production
capacity, SmartWorks will provide end-user training as part of this project. Onsite and remote training
sessions will be provided the Customer as outlined in the table below.
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Activity Location Phase Length
(Business Days)
Sensus Kick Off Meeting Remote Alpha Individual
meetings up to
4hrs total
Kick Off Meeting Onsite* Alpha 1 day
SmartWorks Compass Overview Session Remote Alpha 0.5 day
Alpha UAT Support Remote Alpha 2 days
Discovery Session Onsite* Beta 3 days
Functional and Process Training Onsite* Beta 3 days
Advanced Process Automation Module Training Onsite* Beta 2 days
User Acceptance Testing (UAT) Support Remote Beta 10 days
Discover Session – Post Full implementation Onsite* Post Full
Implementations
2 days
Functional and Process Training – Post Full
Implementation
Onsite* Post Full
Implementations
3 days
User Acceptance Testing (UAT) Support Remote Post Full
Implementations
5 days
Note: Onsite sessions will take place when safe and appropriate. The onsite sessions can be replaced with
remote online sessions upon agreement between SmartWorks and Customer.
Kick Off Meeting
The purpose of this onsite meeting is to introduce project team members and review the MDM project at
a high level. Topics include scheduling, methodology, milestones, communication plan and short term
focus.
Additional topics can also include a demo of the SmartWorks Software, as well as a review of
infrastructure components, including the Solution Architecture Diagram.
Compass Overview Session
The Overview Training is held with the core user group when initial configuration is complete. This session
occurs during the Analysis phase and is held remotely.
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The overview training session provides users an overview of current system functionality. Upon conclusion
of this session, users are able to dive into the SmartWorks Compass platform and understand existing
configuration.
Discovery Session
The purpose of the Discovery Session is to demonstrate existing functionality and elicit feedback for
updates to functionality. Emphasis is placed on understanding existing customer business process and the
impact to the process due to SmartWorks Compass is documented in the Functional requirement
documents.
Functional and Process Training
During the Functional and Process Training, up to 12 users will be provided training on the SmartWorks
Software. System Navigation will be reviewed as well as the main business functions of the solution.
Following the Functional Training, the Business processes and use cases applicable to Customer will be
reviewed.
Topics typically covered in this training include:
•SmartWorks Software Overview
•Data Setup
•Meter Reads & Validating, Estimating, Editing – VEE
•Billing & Customer Service Functions
•Using Maps and Reports
•Advanced Reporting
•System Administration
•Sessions specific to each SmartWorks Compass module defined in section 2.3
•Process Automation Overview
UAT Acceptance Testing Support
SmartWorks will be available to provide remote support during the UAT phase, as described in section
5.4, for the length define in the summary table included in section 2.8.
Advanced Process Automation Rules Training
The Advanced Process Automation Rules Training course is a two-day technical course on rules
development designed to enable participants to become competent at developing rules for SmartWorks
Compass modules.
The topics include:
1.Overview of Rules Engine as a tool, Lifecycle of a Rule, Rule Components
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2.SmartWorks Compass Data Schema/Data Flow/ Rules Performance Management
a.Applications of Rules
b.AMI System Performance
c.Responding to VEE exceptions
d.Meter Events and Alarms
3.Data Analysis
4.Data Safety Practices
The course will be delivered following rules design themes so that participants understand the
construction of rules and can apply those design themes to any functional application and will include
hands on exercises and an exam.
The Advanced Process Automation Module Rules Training course will be delivered to up to 3 participants.
The intent is to train individuals within an organization to create a “rules engine technician”, who can take
business requirements from business lines develop a rule that meets the business needs. Customer
should only need 1 to 3 technicians.
Competency with SQL and a basic understanding of databases are pre-requisites for participants in the
Advanced Process Automation Module Rules Training course.
Customer should also have several “rules champions”, who represent a business unit. The rules champions
will be trained on the capabilities of the Rules Engine during the Functional and Process training course.
These business unit rules ‘champions’ would be responsible for finding ways to improve their business
and then passing the requirements to the rules engine technician (i.e. the 1 or 2 people trained by this
course). The technician creates the rule. The champion tests and signs off on the rule.
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3. Software Integrations
The following diagram provides a summary of the different integration points in scope for this project:
During software integration:
• Customer will act as or provide an integration coordinator who will be responsible for
overseeing integration communications for this project.
The integration coordinator role consists in securing, as required and in a timely fashion, the
assistance and cooperation of third-party vendors. A change order may be required if a third-
party vendor is unavailable or non-cooperative and causes an impact to the project schedule or
effort.
• SmartWorks will provide advice and recommendations regarding its experience and leading
practice.
SmartWorks will make a reasonable attempt to provide sufficient lead time when making
requests for assistance from third-party vendors. When deemed appropriate by Customer,
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SmartWorks will also work directly with third-party vendors if direct communication will result
in efficient execution of the project.
Any version changes to integrating systems that occur during the project will be reviewed by SmartWorks
and may require a change order if integration updates or re-testing activities are required.
The following Integrations are included in the project scope for the project:
3.1. AMI Head End System (Sensus RNI) - Alpha, version 4.8
SmartWorks Software will integrate with the AMI Head End System to:
•Meter reads: Import the current day’s readings as well as older reads that were previously missed.
Interval and daily midnight register read data will be received from AMI Head End system.
•Meter events: Import meter event data from AMI Head End. Examples include alerts such as tamper,
leak, outage, restore, etc. Specific alarms will be defined between Sensus and Customer. Real time
outages will not be provided by the AMI, however outage information will be included as part of the
CMEP file.
•Voltage: Import the current day’s voltage reading.
•Remote action: Where the functionality is supported by the meters or compatible others,
SmartWorks Software will integrate with the AMI Head End to perform On Demand reads and Remote
Connects & Disconnects.
Integration Initiator Type(s) Protocol Frequency
Meter Reads AMI CMEP Read File sFTP 1-4
times/day
Voltage AMI CMEP Voltage File sFTP 1-4
times/day
Meter Events AMI CMEP Event File sFTP 1-4
times/day
Meter Events AMI Real Time events
(to be defined during
Workshops with the AMI
e.g. Tamper, Leak,)
MultiSpeak® methods 4.1 Real Time
Remote Actions AMI OnDemand read MultiSpeak® methods 4.1 Real Time
Remote Actions AMI Remote Disconnect MultiSpeak® methods 4.1 Real Time
Remote Actions AMI Remote Connect MultiSpeak® methods 4.1 Real Time
If flat files are used for providing meter data, the initial files (midnight register reads and interval reads)
are expected to be delivered by 5:00am (local time) or an agreed upon time suitable to Consultant and
Customer in order for the SmartWorks Software to perform the VEE process. The AMI Head End may
deliver files at multiple times during the day in order to collect the maximum amount of meter data.
It is assumed that the applicable AMI Head End version will be installed on the Customer system in time
for Consultant to perform its development and testing activities.
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3.2. Customer Information System (CIS) (SAP)
In collaboration with Customer or Customer’s agent(s), Consultant will provide the following integrations
with Customer’s CIS. The integrations will require ongoing support from the CIS vendor through the
SmartWorks integration project.
Summary of integrations
Integration Initiator Type Protocol Frequency
DataSync CIS Creates .csv datasync files sftp 1-3 times/day
DataSync MDM Import .csv datasync files
and corresponding data
sftp 1-3 times/day
Billing CIS Billing Request MVRS TBD during discovery
Billing MDM Billing Response MVRS TBD during discovery
Note: SmartWorks will setup the sftp site
CIS Synchronization Integration (Alpha)
Import of customer and meter data into the SmartWorks Software for validation of AMI data. A daily full
periodic synchronization activity will occur. The final data set (fields), file layout, and protocol to be used
and exchanged between the CIS and MDM will be finalized during the kick-off sessions and signed-off in
the agreed upon Business Requirement Document (BRD). The information that is initially expected to be
provided from the CIS to support the functionality and modules, in scope, includes the following:
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SmartWorks
Compass
(Alpha)
Notifications
& Rates
(Beta)
METERS: List of meters with identifiers, meter types, etc.
X
LOCATION: List of premise with ID, service addresses X
METER LOCATION XREF: A date-driven cross reference between meter and
location number (i.e. when a meter is installed and removed from a
location)
X
METER CONNECTION STATUS: State of the meter (ON/OFF) X
METER ALIAS: Descriptive information related to the meter, combining
meter/location attributes
X
BILLING SCHEDULE: Cycle/Route schedule indicating billing period and
reading period
X
ACCOUNTS: Customer Account information (such as account name,
account ID)
X
ACCOUNT SERVICES: A date-driven cross reference between account and
location (i.e. customer move in/out information)
X
CUSTOMERS: List of customers with identifiers and names, email address,
subject to PII restrictions.
X
CUSTOMER/ACCOUNTS CROSS REFERENCE: A date-driven cross reference
between account and customers
X
METER RATE CODES: Rate codes associated to each meter X
RATES PLANS: Simple rate elements (e.g. Tiered, TOU, Fixed) as defined in
section 2.5.6
X
*It is expected that when a radio is installed or removed from a meter, a cross reference between meter
ID and associated radio ID will be maintained in the CIS and provided during DataSync.
It is expected that there will be a minimum of 2 iterations during the Alpha phase, and a minimum of 3
iterations during the Beta phase for additional data elements to be included in the file.
This integration will be established using a *.csv flat file that will be queried by SmartWorks Software. The
flat files will be developed by the CIS vendor or another agent of Customer. Depending on Customer
requirements, the synchronization will occur between 1 to 3 times per day and will be scheduled to occur
after the Customer database has been updated.
Note: Integration with the AMI head end system for the purpose of facilitating synchronization of the
meter status between the AMI head end system and CIS is not included in the scope of this project. This
integration enables the identification of meters that should be transmitting data to the MDM. It is
therefore assumed that a direct integration will be made between the AMI head end system and the CIS.
It is expected that Customer and AMI provider will work collaboratively to develop this integration.
Billing Interface (MVRS file format) (Beta)
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Customer will initially bill using register reads, not time-based determinants for most meters.
Customer will use SmartWorks Compass billing interface, which makes use of an MV-RS file format. The
MV-RS file will be created in the CIS and uploaded to an ftp/sftp site using CIS processes. SmartWorks
Compass will be configured to automatically update the file with reads and place it on an ftp/sftp site for
download back to the CIS.
Billing determinants and corresponding calculations are included in Appendix C.
3.3. Geographic Information System (GIS) Integration - ESRI
Base Map (Alpha)
The SmartWorks Software will be configured so that meter data will be overlaid on top of one or more
ESRI “Base Maps” via URL live link. With this capability, the Customer will be able to view meter data
together with their other data layers within SmartWorks Software.
Customer will create URL and provide a custom base map to SmartWorks for configuration of MeterSense.
This scope of integration assumes Customer is hosting ESRI on a web server and can provide a URL.
Meter Coordinates (Alpha)
Meter coordinates (latitude and longitude) will be provided by the GIS in a .csv file format following
SmartWorks predefined format. Meter ID from GIS must match the Meter ID within the CIS.
Transformer (Post Full Deployment)
Customer GIS will be the system of record for the transformer-to-location relationships. SmartWorks will
implement a daily flat file transfer integration (*.csv) to import the GIS transformer asset data required to
support transformer loading analysis, as listed in the table below.
Co
m
p
a
s
s
Transformer assets, including kVA rating X
Relationship between transformer and location X
Meters to feeder relationships and corresponding multipliers X
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3.4. The Weather Network (Alpha)
The SmartWorks Software will integrate weather data services with daily feed of observed weather data
received from the Weather Network weather station determined to be closest to Customer’s location.
The following weather data, if provided by the weather station, will be imported into SmartWorks
Software:
•Temperature (Hourly)
•Humidity (Hourly)
•Wind Speed (Hourly)
•Wind Direction (Hourly)
•Weather Conditions (Hourly)
•Precipitation (Daily)
This data is automatically downloaded from SmartWorks’ data provider for a weather station or stations
in the Customer’s service area and is automatically inserted into the SmartWorks Software database.
3.5. Customer Portal (SEW) –(Beta)
The Harris Software will integrate with Customer portal to provide two separate data files:
1.Usage
2.Leak Alerts.
Usage – frequency: every 24hrs
SmartWorks will provide hourly interval read data as well as daily midnight register read value, using a
data export of the following information, for each Location ID (Premise ID):
•Location ID (Premise ID)
•Account Number
•meter_id
•Read date time (PST)
•Interval Length (5, 15 or 60)
•Interval Consumption
o Compass will provide intervals as per the meter configuration (5, 15 or 60min.)
o Compass will not perform any calculations to aggregate or split the interval data
o KW will be calculated and SW will provide monthly demand value (repeated until new
value is identified and is reset)
•Midnight Register Read Value (for each UOM)
•Unit of Measure
•Applicable Multipliers
•Commodity Type
•Read Status (1=Passed, 2=Failed, 3=Estimated, 4=Manually Edited, 5=Accepted, and 6=Billed)
It is assumed that SEW will overwrite any duplicated data if the reads overlap.
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Water Leak alarms (multiple times per day)
• Location ID (Premise ID)
• Account Number
• meter_id
• Unit of Measure
• Leak date time (PST)
• Leak alarm (type)
It is assumed that all data points required for this integration will be provided by the AMI (meter reads)
or the CIS (meter and location attributes). The data will be provided using a delimited .csv flat file. Flat
files will be delivered using ftp or sftp transfer protocols.
3.6. Perform integration of the MDMS to SAP BI to provide reporting data
(Beta)
SmartWorks will provide Customer with Advanced Process Automation Rules Training on Reporting and
Rules Development which will enable Customer to create its own integration to external systems such as
SAP BI. Should Customer require SmartWorks to develop this interface, the related scope of work and
associated cost will be determined using the Change Management process described in section 4.3.
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4.Project Management Approach
4.1. Communication/Status and Relationship Management Approach
Communication Management is the cornerstone of any project and a well-structured Communication Plan
is a must from the beginning. Regular and ongoing communications include those opportunities to
communicate with project team members, sponsors, steering committee members, and other key
stakeholders on a regular basis. These types of communication include regular status reports, scheduled
project team meetings, monthly updates with the steering committee or with executive project sponsors
on a project.
During the Project Kick Off Meeting, a Communication Plan will be presented and reviewed with Customer
staff based on the following Communication Strategy:
Goals of Communication Strategy
•Keep people informed on project status
•Focus on communication to effectively prepare Customer for their software rollout
•Focus on communication to build support for project
•Monitor effectiveness of communication
Guiding Principles
•Clear messages using simple language
•Openness, honesty, credibility, and trust in all communications
•Two-way communication, with feedback valued and asked for
•Project Team and Management ownership of the communication program
•Ongoing commitment to the communications process
Effective Communication Guidelines
•There are multiple audiences for project communications
•Communication needs to be:
•Tailored to specific groups
•Regular and informative
•Real-time and relevant
•Communication content needs to be of interest to the target audience
Following is the proposed communication plan for the project:
What Who / Target Purpose When /
Frequency
Type/Method(s)
Project Kick Off All stakeholders Communicate plans and
stakeholder roles/responsibilities.
At or near
Project Start
Date
Onsite Meeting (if safe an
appropriate)
Status Reports All stakeholders and
Project Office
Update stakeholders on progress of
the project.
Weekly Distribute electronically
using agreed Status Report
template
Team Meetings Entire Project Team To review detailed plans (tasks,
assignments, and action items) and
risks.
Weekly Remote Meeting
Review Project Plan, Status
Reports, and Risk Log
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What Who / Target Purpose When /
Frequency
Type/Method(s)
Project Management Status Meetings
Sponsor(s) and Project Manager (SmartWorks, Customer, AMI Vendor, CIS Vendor)
Update Sponsor(s) on status and discuss critical issues. Seek approval for changes to Project Plan.
Weekly Remote Meeting
Executive Sponsor
Meetings
Executive Sponsor(s) and
Project Manager(s)
Update Sponsor(s) on status and discuss critical issues. Seek
approval for changes to Project Plan.
Monthly Remote Meeting
4.2. Work Management Approach
Work will be managed through the use of the Project Schedule. The SmartWorks Project Manager will
have the responsibility to create and maintain the Project Schedule for the modules and integrations listed
in this Statement of Work. It is expected that Customer Project Manager will work in conjunction with the
SmartWorks Project Manager to ensure that key Customer activities that impact the project are also
contained in the Project Plan.
During and after the User Acceptance Testing in the Testing phase, the SmartWorks TeamSupport solution
will be used to track project issues such as bugs or other lower level action items. The Entire Project Team
(SmartWorks / Customer) will have access to TeamSupport.
4.3. Change Management Approach
This document serves as the complete understanding, between Customer and SmartWorks, as to what
the current Statement of Work entails. Customer and/or SmartWorks may propose changes to the scope
of work defined in this document (“Change”). The Change Order Form (Appendix A) must be used for all
Change Requests. SmartWorks shall have no obligation to commence work in connection with any change
until the fee and schedule impact of the change is agreed upon in a written Change Order Form signed by
the designated representatives from both Parties.
Upon a request for a change, SmartWorks shall submit the standard Change Order Form describing the
change, including the impact on the schedule, budget, scope and expenses. The Change Management
Process that will be employed is defined below:
•Identify and document proposed change
•Assess impact of proposed change
•Estimate required effort / cost of proposed change
•Submit Change Order for Approval / Disapproval
•Communicate Change Order Decision
•If Change Order is Approved:
o Assign responsibility
o SmartWorks to update Project Plan as needed
o If there are project delays due to Change Request, SmartWorks may create
subsequent Change Requests to address those delays
o Monitor and report progress
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Within fifteen (15) consecutive business days of receipt of the Change Order Form, Customer shall either:
• Accept the proposed change by signing the Change Order Form, or
• Reject the proposed change and inform SmartWorks Project Manager via email.
If SmartWorks is advised not to perform the change, or in the absence of Customer acceptance or rejection
within fifteen (15) days, then SmartWorks:
• Will not perform the proposed change and will proceed only with the original services
• May create a new Change Request to accommodate the expenses incurred during the
discussion of the proposed change. This may happen only in cases where:
- Customer takes longer than fifteen (15) days to reach the decision, or does not
reach a decision, and
- Overall project timeline, budget or scope are affected.
4.4. Risk Management Approach
Risk Management planning is an important part of project management and a core component of the
SmartWorks Project Implementation Methodology. Risk Management planning is about defining the
process of how to engage and oversee risk management activities for a project. Having a viable plan on
how to manage risk allows one to mitigate risk versus attempting to decide in the midst how to handle a
risk. The earlier Risk Management planning is engaged within the project increases the probability of
success of risk mitigation activities. Risk Management planning will be initiated at the start of the
project by having the initial discussion with Customer prior to, or during the Project Kick Off Meeting.
Risks can be raised by any project stakeholder, including Entire Project Team members, Customer, third-
party integrators, or vendors during the project.
Risks will be entered on the Risk Log and categorized by type and priority. The SmartWorks Project
Manager will investigate the risk and, if necessary, will update the Risk Log with background information
to place the risk in perspective.
At a minimum, the following information will be captured and tracked for all risks:
• RISK ID – each risk should have a unique ID
• TITLE – short description of the risk (usually a few words or a sentence, helpful when
reporting risks)
• DESCRIPTION – complete description of the risk, the more details the better
• IMPACT – impact to the project and/or business in terms of money, time, and/or
quality
• PROBABILITY – indicate the probability of the risk
• SEVERITY – risk severity (typically values could be “critical”, “high”, “medium”, “low”)
• TYPE – type of risk (e.g. technical, process, organizational, etc.)
• RISK MITIGATION PLAN – detailed description of actions (including dates and owners)
required mitigating the risk
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•STATUS – current status of the risk (typical values are “open” or “closed”)
The following Risk Matrix will be used to establish the severity of risk:
Throughout the duration of the project, as risks are identified they will be added to the Risk Log and will
be reviewed at weekly Status Meetings with the team to determine the possibility of occurrence and the
best plan for mitigation.
If identified risk(s) and/or mitigation strategies are deemed to have an effect on project timeline,
budget, or scope, a Change Request may be created, as per section 4.3, to address those concerns.
Based on SmartWorks’ experience, the following have been identified as dependencies that could have
negative effect on project timeline, cost and/or scope and could become potential risks:
•VPN ports not opened for SmartWorks personnel and for communication between integration
points
•AMI not ready on time, or not sending the data
•Data source not ready for DataSync
•Resources not available to provide required information
Early engagement and commitments on timelines by all parties can significantly reduce risks linked to the
above dependencies.
4.5. Acceptance Management Approach
In collaboration with Customer, SmartWorks will develop and maintain a central listing of all Deliverables
and Work Products to be completed throughout the project “Deliverable Acceptance Criteria
Document”. The Deliverable Acceptance Criteria Document will also set forth the acceptance criteria for
each deliverable (“Deliverable Acceptance Criteria”).
A baseline version of the Deliverable Acceptance Criteria document will be created through a combined
effort between SmartWorks and Customer during the Initiation and Build phase. The Deliverable
Acceptance Criteria Document will be reviewed with Customer regularly and updated to record the
approval of the Deliverables as they are accepted. The approvals of the Deliverables in the Acceptance
Criteria document will constitute final system acceptance.
PR
O
B
A
B
I
L
I
T
Y
High (3) 3 6 9
Medium (2) 2 4 6
Low (1) 1 2 3
Low
(1)
Medium
(2)
High
(3)
IMPACT
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A core component of the Deliverable Acceptance Criteria Document will be the execution of the test plan
and test cases. The Testing Plan, also created in the Initiation and Build phase, and the Test Case Scenarios,
created during the Initiation and Build phase, are customized specific to the implementation for Customer.
The Test Plan and Test Case Scenarios are used for testing and will be provided to Customer for their own
review and testing of the system. SmartWorks Implementation Team and Customer staff will work as a
team to ensure that exhaustive testing is carried out. During the Testing phase, when the system testing
is being executed, the Project Team will be meeting to review the testing status and ensure that scheduled
testing is being carried out.
Once system testing has been completed, and Customer staff has been trained on the system, Customer
staff will have the necessary tools to review the system for acceptance. Customer will have access to its
own instance of the SmartWorks Software, loaded with their data, to train and test on. SmartWorks
Consultants assigned to Customer will provide training of the system to the staff, along with training
documents, consisting of User Guides and PowerPoint. Training will be conducted onsite and using WebEx
sessions, phone calls and documentation when needed.
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5. Delivery Approach
5.1. Implementation Approach – Phases, Deliverables, Key Milestones
Successful implementation is based on SmartWorks’ understanding of Customer requirements and
experience gained through the implementations of SmartWorks Software at various Customers across
North America. ’s project will leverage SmartWorks’ Implementation Methodology which has been honed
and perfected over the company’s long history to successfully guide project implementation from
Initiation to Deployment.
5.2. Implementation Methodology
The SmartWorks Methodology is based on the following guiding principles:
• Promote and foster customer ownership of solution;
• Establish and maintain consistent and regular touchpoints with Customer;
• Ensure that project performance is visible, measurable, tracked and risks identified and mitigated –
No Surprises!; and
• Seek to minimize customer cost and time while still achieving project objectives.
The Implementation Methodology consists of two main areas: Project Management and SmartWorks
Software Implementation Management where each has associated (where applicable):
• Processes / Checklists / Matrices that define how to operate;
• Deliverables that are formal outputs that require Customer sign-off;
• Work Products that are outputs produced as part of the work required to achieve the desired
project goals; and
• Tools / Assets that are leveraged to produce defined outputs.
The Project Management area defines how projects are managed. It includes:
• Communication/Status Management aimed at establishing internal and external
communications as well as monitoring and communicating project status and effort spent;
• Relationship Management aimed at measuring the pulse of Customers and partners;
• Work Management aimed at capturing and monitoring effort, cost and work to be performed;
• Change Management aimed at defining and controlling project scope;
• Risk Management aimed at planning, mitigating, tracking and monitoring risks;
• Acceptance Management aimed at ensuring that expected deliverables are delivered and
accepted; and
• Financial/Contract Management aimed at monitoring project financial health.
The Implementation Management area defines the Implementation Phases and associated Work
Products and Deliverables that are part of this project. The Implementation Phases are defined in the
following table:
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Implementation Phases Objectives Key Work Products and
Activities
Deliverables
Phase I (Alpha)
Initiation and Build
Key Milestones
•Kick Off Meeting Held
•Project Plan
Reviewed/Updated
•To Kick Off project and establish successful
working relationship
•To obtain detailed
agreement on Project
Plan
•To install and perform
base configuration work
•Kick Off Meeting
•Implementation Questionnaire
•Acceptance Criteria Document
•Initial Configurationcomplete
•Initial Integration with CIS and AMI complete
•Physical Architecture Recommendation
•SmartWorks Software installation
•Software OverviewTraining Session
Phase II (Beta)
Analysis
Key Milestones
•Integration Documents
signed
•Functional and
Integration
Requirement
Document signed
•To demonstrate base configuration
functionality
•Conduct Discovery
Sessions
•To obtain an agreement
on what is remaining to
be delivered
•Discovery Session(s) Summary •Functional and Integration Requirements
Document
Phase III (Beta)
Development
Key Milestones
•Solution Feature /
Code / Configuration
Complete
•To configure according to requirements and build
the Solution components
•To write associated test
cases that Customer
would execute for acceptance of the Solution
•Test Scenarios / Cases
•User Acceptance Test Scripts
•Base Solution Installed and
Configured
•SmartWorks Software configuration
•SmartWorks Software integration
Phase IV (Beta)
Testing
Key Milestones
•User Acceptance
Testing Complete
•To move the Solution to a
known state of quality
and ready for
deployment
•To train customer on
their Solution
•Functional Testing Results
•Integration Testing Results
•User Acceptance Test (UAT) Results
•Accepted Solution per UAT
•Functional and Process
Training
• User Acceptance Testing
Support
•Go-Live Plan Document
Phase V (Beta) Deployment
Key Milestones
•Solution Live
•To move the Solution into
a production environment state and transition support to the
operations team
•Solution Live •Installation Acceptance
To minimize project costs, the majority of project work will be performed at one of the SmartWorks’
locations except for key project activities such as Discovery Sessions where face-to-face is deemed more
effective for a successful project. Throughout the project, SmartWorks’ Project Team will be engaged with
Customer using WebEx sessions to review configuration work and provide remote support.
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5.3. Implementation Timeline
The estimated duration to implement the SmartWorks Software within scope is approximately 6 months
for Alpha phase and 9 months for Beta phase. Customer will be transitioned to Support after the Beta
phase. The PS project team will re-engage with Customer for the implementation of post-Beta items (Post
Full Implementation PFI). Post Beta items are anticipated at the end of Full Deployment.
The actual duration and scheduling of project activities will be evaluated during the Initiation and Build
phase and a detailed baseline Project Plan will be jointly created at that time.
A baseline plan will be delivered within fourteen (14) calendar days of the project Kick Off Meeting
allowing Customer an opportunity to review the Project Plan over the next ten (10) business days. If
Customer does not agree to the proposed Project Plan, Customer and SmartWorks will work
collaboratively to develop a mutually agreeable plan within a reasonable timeline.
The Project Plan will include a project completion date (the date where project is completed based on the
criteria in section 5.7 Project Completion Criteria). The Project Plan will be reviewed periodically during
the project and may be revised. Changes to the project completion date may require a Change Order if it
is mutually determined that the delay in completion is the fault of the Customer or Customer’s third-party
vendors.
5.4. Validation/Testing Approach
Systems Testing is an activity that is addressed through all Phases of the SmartWorks Software
Implementation Methodology but is the focus of the Testing Phase.
To ensure that a quality Solution is delivered to Customer, the Testing Phase focuses on validating that
the configured and developed Customer Solution performs per agreed upon requirements for each
module. This includes three (3) main testing activities:
• Functional Testing to test the core Solution components (Configuration, Interfaces, Reports, and
Modifications) against agreed upon requirements as defined in the Functional and Integration
Requirements Document based on the test cases and scenarios developed during the
Development phase.
• Integration Testing to test the end-to-end process based on business processes and scenarios
developed during the Development phase.
• User Acceptance Testing to provide Customer the opportunity to validate that Solution behaves
per agreed upon requirements as defined in the Functional and Integration Requirements
Document based on the test cases and selected scenarios collaboratively developed with
Customer during the Development phase. User Acceptance Testing sign-off per agreed upon
criteria is necessary to move to Deployment phase.
The progress for performing the three (3) testing activities will be logged into TeamSupport. At a
minimum, the TeamSupport will include the following information:
• The test name
• The objective for performing the test
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• A Description of the steps required to perform the test “Test Script”
• The expected result that will demonstrate the test is successful “Test Acceptance Criteria”
• The actual result observed after performing the test “Test Result”
Prior to commencing Functional Testing and Integration Testing activities, the Test Scripts and Test
Acceptance Criteria will be documented in TeamSupport by SmartWorks using Test Scripts that have been
defined by SmartWorks.
While performing testing activities, the tester will update the TeamSupport with the Test Result and will
make a determination as to whether the result meets the Test Acceptance Criteria.
Functional Testing and Integration Testing will be performed by SmartWorks. User Acceptance Testing
will be performed by Customer with support from SmartWorks.
User Acceptance Testing Procedure
Once Functional Testing and Integration Testing have been completed, and Customer staff has received
Functional Process Training, Customer staff will have the necessary tools to perform User Acceptance
Testing.
Prior to commencing User Acceptance Testing activity, the Test Scripts and Test Acceptance Criteria will
be documented in TeamSupport by SmartWorks collaboratively with Customer.
Customer will have its own instance of The SmartWorks Software, loaded with its data, to train and test
on. The Application SmartWorks assigned to Customer will provide the documents and training of the
system to the staff. Training will be conducted onsite and using WebEx sessions, phone calls and
documentation as needed.
Customer will have a defined period of time to perform User Acceptance Testing on the Solution (including
testing in a live production environment) (the “Acceptance Testing Period”). The length of the Acceptance
Testing Period will be defined in the Detailed Project Plan. This User Acceptance Testing Period will begin
upon formal written notification from SmartWorks to Customer that the SmartWorks Software has been
configured and is ready for testing. During such Acceptance Testing Period, both Parties shall work
diligently and dedicate the appropriate resources to conclude the evaluation in a timely and efficient
fashion.
If the Solution substantially meets the Functional and Integration Requirements Document, and
substantially satisfies the testing criteria set forth in TeamSupport (together the “Solution Acceptance
Criteria”), Customer will provide SmartWorks with written acceptance notice thereof, and the date of
such notice to be the “Actual Solution Acceptance Date”.
In the event Customer determines that the results of a test do not meet the Solution Acceptance Criteria,
following the initial User Acceptance Testing cycle, Customer will provide SmartWorks with written notice
thereof, specifying in reasonable detail how the Solution failed to meet the Solution Acceptance Criteria.
If Customer delivers to SmartWorks such notice of retesting, SmartWorks shall make all necessary
corrections, repairs, fixes, modifications, or additions to or replacements of all or any part of the rejected
SmartWorks Software as well as integrations for which SmartWorks is responsible so that it conforms to
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and performs in accordance with the Solution Acceptance Criteria. SmartWorks will have a defined period
of time “Correction Period” to correct any deficiency, after which the User Acceptance Testing will be
resumed. The Correction Period will be defined in the Detailed Project Plan.
Should the Customer require additional testing outside of SmartWorks’ standard testing routines, such as
for Disaster Recovery, these can be brought into scope via Change Order.
In the event retesting is required by Customer, the User Acceptance Testing process will then be repeated.
Customer shall not unreasonably reject or fail to accept the Solution based on any Severity 3 issues, as
defined in the table below.
Severity Level Description
1 •System Down (Software Application, Hardware, Operating System,
Database)
•Program errors where there is no reasonable alternative available to
Customer to continue its business, operations or services utilizing
Software
•Incorrect calculation errors impacting 10% of records
•Error messages preventing data integration and update
•Performance issues of severe nature impacting critical processes
•Security Issues
2 •Program errors where there is a reasonable alternative available to
Customer to continue its business, operations or services utilizing the
Software
•Calculation errors impacting less than one-third of records
•Reports calculation issues
•Performance issues not impacting critical processes
•Usability issues
•Workstation connectivity issues (Workstation specific)
3 •Training questions, how to, or implementing new processes
•Aesthetic issues
•Issues where there is a reasonable alternative available to Customer to
continue its business, operations or services utilizing the Software for a
large majority of the cases
•Recommendations for enhancements or system changes
•Questions on documentation
During the Acceptance Testing Period, Customer may in collaboration with SmartWorks, acting
reasonably, extend the Acceptance Testing Period, the Correction Period, and the Expected Solution
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Acceptance Date (such that the extended Acceptance Testing Period shall expire on the revised Expected
Solution Acceptance Date). During the Acceptance Testing Period, Customer should provide written
notification to SmartWorks of any deficiency of a test result. Any issues identified after the end of the
Testing Period will be address by SmartWorks according to the Support and Maintenance agreement.
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5.5. Software Progression and Configuration Management
During the course of the project, updates are performed as described in the table below.
Phase Activities
Operational
Environment
Updates Details
Alpha • Initiation and
Build
Pre-production Configuration Performed on an ongoing basis by SmartWorks Implementation Team. No Customer approval required.
Software updates Performed on an ongoing basis by SmartWorks
Implementation Team. No Customer approval
required.
Software upgrades Not performed without prior agreement between
SmartWorks and Customer.
Alpha • Initiation and
Build - Alpha
Testing
Pre-production Configuration Performed to address issues raised as a result of Alpha
Testing
Software updates Performed to address issues raised as a result of Alpha Testing
Software upgrades Not performed.
Alpha meters ready for AMI monitoring
Beta • Initiation and
Build
• Analysis
• Development
Pre-production Configuration Performed on an ongoing basis by SmartWorks
Implementation Team.
Software updates Performed on an ongoing basis by SmartWorks
Implementation Team.
Customer to be notified. Reviewed and approved by
Customer
Software upgrades Not performed without prior agreement between
SmartWorks and Customer.
Beta • Testing Pre-production Configuration Performed to address issues raised as a result of UAT.
Software updates Performed to address issues raised as a result of UAT.
Software upgrades Not performed.
Beta • Deployment Pre-production
becomes
Production
Configuration Performed for items related to Go-Live deployment
activities.
This system will be used for the Bill Production for
Customer Billing
Beta • Deployment Test instance created
Configuration Can be performed by Customer to test additional configurations for Post Go-Live.
Software updates Not performed, unless exception scenario is
encountered.
Requires agreement between SmartWorks and
Customer.
Software upgrades Not performed.
Meter to Cash from CIS enabled in Production as well as Beta modules
Transition to Customer Support
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Phase Activities Operational
Environment
Updates Details
Post Beta Go-Live
•Customer
Support
Production Configuration See Master Support and Maintenance Agreement.
Applicable to all items included in Beta phase.
Post Full Implementation (PFI)
•Initiation and
Build
•Analysis
•Development
Test Configuration Performed on an ongoing basis by SmartWorks Implementation Team.
Changes to be performed in coordination between SmartWorks and Customer.
Software updates Performed on an ongoing basis by SmartWorks
Implementation Team.
Customer to be notified, Reviewed and approved by
Customer
Software upgrades Not performed without prior agreement between
SmartWorks and Customer.
PFI •Testing Test Configuration Performed to address issues raised as a result of UAT.
Customer to be notified. Reviewed and approved by
Customer
Software updates Performed to address issues raised as a result of UAT.
Customer to be notified. Reviewed and approved by Customer Software upgrades Not performed.
PFI •Deployment Production Configuration Promoted from Test after approval from Customer
Software updates Promoted from Test after approval from Customer
Software upgrades Not performed.
All Compass Modules and integrations contracted under this SOW accepted
Full
Deploy
ments
Customer Support All Configuration See Master Support and Maintenance Agreement
Software updates See Master Support and Maintenance Agreement
Software upgrades See Master Support and Maintenance Agreement
*Once the Test instance is setup during the Deployment phase, the migration of items (configuration,
updates or upgrades) from Test to Production will be evaluated for each scenario and a plan will be agreed
upon between Customer and SmartWorks.
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5.6. Customer Resource Involvement
SmartWorks strongly believes that a successful implementation project requires that both Customer and
SmartWorks resources work openly and collaboratively towards a common objective. As such, Customer’s
involvement will be required through all phases of the implementation project. SmartWorks also believes
that the involvement of key Customer resources will help with the organizational change management
activities that are essential to obtain acceptance of the new solution.
The factors that will determine the size of Customer’s team includes the following:
•The level and expertise of each of the Customer Project Core Team members;
•The ability of Customer Project Manager to make decisions regarding the project;
•Whether current job responsibilities will interfere with Core Team responsibilities;
•The amount of business reengineering that Customer determines is necessary; and
•The number of personnel that Customer will use to run their Solution, which in turn affects the
amount of training needed.
Based on SmartWorks’ experience with other clients, the following list outlines the anticipated
involvement of Customer throughout the implementation project, by phase.
Phase I: Initiation and Build
1.Work with SmartWorks to develop the Project Schedule.
2.Identify users of the Solution.
3.Complete the Implementation Questionnaire provided by SmartWorks. This questionnaire
provides SmartWorks with the technical and environmental details required to configure the
SmartWorks Software.
4.Ensure that any third-parties required for the success of this project such as the AMI and CIS
vendors have been informed and that they are ready to participate and contribute on an as-
required basis.
5.Install VPN connection(s).
6.Assist with ensuring that SmartWorks Software is accessible from within Customer environment.
Phase II: Analysis
1.Ensure the staff members that have been identified to participate in Discovery Session(s) are
available on dates agreed to and scheduled.
Phase III: Development
1.Provide and ensure all required technical staff are available on dates agreed to and scheduled.
2.Create User Acceptance Testing Plan, including Test scenarios.
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Phase IV: Testing
1. Determine the appropriate staff to be trained.
2. Ensure the staff members that have been identified to participate in the training sessions are
available on dates agreed to and scheduled.
3. Assist with Functional / Integrated Testing.
4. Conduct User Acceptance Testing.
5. Log issues in the SmartWorks TeamSupport system (a web-based issue tracking system). The
issues logged in TeamSupport will be addressed by SmartWorks Consultants per triage and
priority.
6. Assist SmartWorks in developing a Go-Live Plan Document.
Phase V: Deployment
1. Assist in activities as defined within the Go-Live Plan Document.
5.7. Project Completion Criteria
The Implementation Project is deemed complete once the following criteria have been met:
• An agreed upon sample of AMI meters representing different meter types and location classes
have been installed and tested during User Acceptance Testing, within the project timeline
indicated in section 5.3.
• Solution Acceptance has been given by Customer.
• SmartWorks Software Functionality within scope of this SOW has been deployed for a minimum
of thirty (30) calendar days “Post Implementation Grace Period”.
• Severity Level 1 issues identified during the Post Implementation Grace Period have been
addressed. The Severity Matrix Table presented in section 5.4.1, defines the Severity Level 1
issues.
Customer will be transitioned to support upon completion of the project. Severity Level 2 and 3 issues
logged in TeamSupport within the first three (3) weeks of the Post Implementation Grace Period will be
reviewed by the Implementation Team prior to the transition to support and if possible, will be
addressed prior to the end of the Grace Period. After the transition to support all outstanding Severity
Level 2 and 3 issues will be addressed following the Master Support and Maintenance Agreement.
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Completion Criteria Summary
Milestone Phase Deliverable/ Completion Criteria Assumptions/Dependencies
Contract execution Alpha •Agreements signed by all
parties
Software installation Alpha •Pre-production system provisioned
•Modules contracted as part of this SOW
enabled (not configured)
•Introduction call between
SmartWorks and Customer
Project Managers held prior
to installation
Kick off Session held Alpha •Team Introduction
•Confirm project planning and review of
Statement of Work
•Initial review of Data Mapping
requirements and implementation
Questionnaire
•Data Mapping requirements
and implementation
Questionnaire have been
presented but will be
updated throughout the
project
Initial DataSync and AMI
integration completed
Alpha •Initial Data Mapping requirements
completed
•Initial Implementation Questionnaire
completed
•DataSync completed for Alpha meters
•AMI data (reads, events) populated in
MDM for Alpha meters
•Remote actions (On-Demand reads,
Remote Disconnect/Connect) configured
for Alpha meters
•Customer provided timely
input for the documentation
presented during Kick Off
•Acceptance only includes
pre-defined Alpha meters
•3rd parties provided
requested data as per agreed
upon schedule
UAT (Alpha) Alpha •Test results documented by Customer
•Severity level 1 tickets have been
addressed
•Initial DataSync and AMI
integration completed for
Alpha meters only
•Compass Overview training
session has been delivered
Delivery of requirements
document
Beta •Discovery Sessions have been held (as
outlined in Section 2.8)
•Initial requirements documents have been
delivered to Customer for review
•Acceptance linked to initial
delivery of documents
Completion of integrations Beta •Alpha and Beta Integration as defined in
section 3 of the SOW have been delivered
•Final requirements
documents have been
approved
Completion of Functional Training Beta •Software modules as defined in section 2.3
available
•Training as defined in section 2.6 has been
delivered
•Agenda provided ahead of
training
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Milestone Phase Deliverable/ Completion Criteria Assumptions/Dependencies
Rules Engine Training Beta • Rules Engine Training completed • Agenda provided ahead of
training
Completion of UAT Beta • Test results documented by Customer
• Severity level 1 tickets have been
addressed
• Test scripts have been
defined
• Customer resources are
available to perform testing
within 10 business days
• Tickets logged after
completion of UAT will not
delay acceptance
Bill Production for Customer
Billing
Beta • 3 billing cycles of actual bill production and
mailing to customer
• UAT completed
• This will take place at the
end of the Beta phase for ~ 3
months of monitoring
Transition to Support Beta • Transition to Support meeting has been
held
Discovery (Post Full Implementation - PFI) PFI • Post Full Implementation Discovery
Sessions have been held (as outlined in
Section 2.8)
Outage Performance module ready PFI • Outage Performance module configured
• Training delivered
• Customer Testing completed
• Requirements have been
approved prior to
configuration
Transformer Loading
Analysis module ready
PFI • Transformer Loading Analysis module
configured
• Training delivered
• Customer Testing completed
• Requirements have been
approved prior to
configuration
Rate and Revenue Analysis
module ready
PFI • Rate and Revenue Analysis module
configured
• Training delivered
• Customer Testing completed
• Requirements have been
approved prior to
configuration
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6. Assumptions
The Services, fees and delivery schedule for this project are based upon the following assumptions:
1.This SOW defines the scope of work for SmartWorks and does not include any work or expenses
required from other vendors including GIS, AMI, CIS, etc.
2.This project currently has, and will continue to have, the support of senior Customer management
and will be assigned sufficient priority with respect to other projects to ensure its success.
3.Customer will assign a Project Manager to act as an internal resource and guide throughout this
project.
4.Customer will secure the appropriate staff in a timely fashion in order to discuss or review the
various materials produced when required, provided SmartWorks gives reasonable notice of such
request.
5.SmartWorks will provide a written agenda and notice of any prerequisites to prior to any onsite or
remote sessions.
6.SmartWorks will provide adequate resources to support the efforts to complete the project as
schedules and within the constraints of the project budget.
7.SmartWorks will provide the resumes for resources assigned to the project upon ’s request.
8.Customer agrees to facilitate any required logistics between additional vendors, Customer resources
and SmartWorks for the fulfillment of this SOW.
9.Customer will secure, as required and in a timely fashion, the assistance and cooperation of third-
party vendors (e.g. CIS, AMI, OMS) to ensure a successful implementation. A Change Order may be
created if the third-party vendor is unavailable or non-cooperative and as such results in an impact
to the schedule or effort.
10.Third-Party vendor solutions are able to provide data required by the SmartWorks Software as well
as accept information provided by the SmartWorks Software.
11.All third-party software and hardware products are assumed to perform correctly in Customer
environment, in accordance with the appropriate third-party vendor’s specifications.
12.All documentation provided by Customer shall be up-to-date and accurate or if that is not the case,
advise SmartWorks as such.
13.All network components supplied by Customer are working properly and are free of defects and will
meet minimum industry standards provided during the project.
14.To minimize project costs, the majority of project work will be performed at one of the SmartWorks’
locations except for project activities where onsite is deemed more effective.
15.Customer will provide the appropriate monitored remote access to its network, facilities, and
systems as may be required to perform activities from one of SmartWorks’ locations. SmartWorks
shall abide by all rules and directions of Customer when accessing Customer’s network, facilities or
systems. A Change Order may be created if appropriate remote access to its network is not
available, resulting in project delays.
16.Any items not explicitly identified within this document are considered out of scope. Any changes to
those responsibilities and/or deliverables will be considered a change in scope for the project. Any
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proposed change to the project scope must be put into written format and be submitted to
SmartWorks during this project for review and consideration.
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7.Document Acceptance and Sign-off
Accepted on this day by:
City of Palo Alto Utilities N.Harris Computer Corporation (Harris Utilities,
SmartWorks)
By: ____________________________ By: ______________________________
Name: ___________________________ Name: _____________________________
Title: ___________________________ Title: _____________________________
Date: ___________________________ Date: _____________________________
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APPENDIX A – Change Order Template
Harris Utilities SmartWorks Change Order
This document defines the work to be performed by the Harris Utilities, SmartWorks division of N. Harris
Computer Corporation (herein referred to as “SmartWorks”) for City of Palo Alto Utilities (herein referred
to as “Customer”), upon authorization to proceed from Customer.
Date: <Date>
Change Order #: <xx>
Customer: <Customer>
Customer Contact: <Name of Requester/Technical Contact>
Description of Change: <Title of Change Order>
Related Documents
1.This Change Order is subject to the terms and conditions of the Software License Agreement,
Support and Maintenance Agreement, Software Implementation Services Agreement and
Hosting Services Agreement between City of Palo Alto Utilities and N. Harris Computer Corp.
signed <date signed>
2.This Change Order describes a change from the scope or schedule defined in<Statement of
Work (SOW) details>
3.(other related documents such as Technical Specification Documents)
Scope of Change
<Describe changes to be made>
Assumptions and Constraints
1.<List any applicable assumptions/constraints>
Schedule Impact
<Identify schedule impact, if any>
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Change Order Effort
Description Estimated Effort
(Hours)
Work Description 1 0
Work Description 2 0
Project Total 0
Change Order Fees
Support and Maintenance
Monthly Support & Maintenance fees may be adjusted based on the increased functionality or complexity
resulting from this scope of work.
Taxes
Fees exclude any applicable taxes.
Validity
The price estimate is valid for a period of thirty (30) days from the quote submission. Customer may
request this date to be extended.
Scope Changes
If there are material changes to the scope or SmartWorks’ understanding of the scope, the price estimate
is subject to change.
•The discounted hourly rate for Change Orders during the scope of the implementation project,
until the go-live milestone is achieved, will be USD $230.00
•The Support & Maintenance fees may be adjusted accordingly as well.
It is expected that once the deliverables included in the Statement of Work have been delivered and the
project is closed, all future services (including but not limited to training, customization, consulting) will
be delivered using SmartWorks Standard hourly rate applicable at the time of the request for services.
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Change Order Payment Schedule
Customer will be invoiced based on the following payment fees and schedule. All prices are in USD.
Description Payment
(Milestone A TBD) X% $0.00
(Milestone B TBD) X% $0.00
Total 100% $0.00
Additional Annual Support & Maintenance fees
Notes:
•This fee is intended to cover support and maintenance
activities anticipated for new functionality provided in this
quote.
•The fee will be applied upon installation in test environment
(or production if a test environment is not available).
•The first-year fee will be pro-rated to align with Customer’s
existing maintenance payment schedule.
Annual fees are subject to change as defined in the Support and
Maintenance Agreement.
$0.00
Invoices are payable on a net 30-day basis.
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Change Order Acceptance and Sign-off
A signature below will serve as authorization to proceed with the work defined in this document.
Please sign and return this document to [Project Manager]:
•Fax: 613-482-4874
•Email: [projectmanager]@harriscomputer.com
□Approval to Proceed
Please provide both an authorized signature for sign-off on this Change Order, and a technical contact
where we should be directing Technical Issues.
Print Name (Authorized signature) Signature Date
Name (Technical Contact) e-mail Phone Number
N.Harris Computer Corporation
SmartWorks manager authorized to sign this Change Order
_________
Print Name (Authorized signature) Signature Date
If you have any questions or need further information, please feel free to contact the Project Manager
noted above.
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APPENDIX B – Roles and Responsibilities
As the AMI and MDMS components of the Project are tightly coupled through integration, and as these
components are being implemented concurrently through separate contracts, the following table has
been developed to establish mutual obligations and co-dependencies between the services and systems
being provided by the respective vendors for these components. This table outlines tasks (including
integration services, with specifications listed if already identified) and denotes which parties are the
owners ("O") or contributors ("C") of specific activities.
The City of Palo Alto shall be ultimately responsible for obtaining and coordinating adequate participation
of the AMI vendor to contribute to the listed tasks.
The tasks and integrations identified in this table will be superseded by any changes that occur and are
mutually agreed-upon by all parties during the kickoff and workshopping tasks outlined in the SOW.
SmartWorks will not be held liable for non-compliance as a result of the AMI contract not being executed.
Work Category Activity Customer AMI Provider MDMS Provider
Service Develop Project Schedule. C O C
Service Design meter rate configurations. C O C
Service
Update and finalize AMI
requirements through Design workshop(s). C O C
Service
Test Plan Development (Alpha Proof of Concept, Beta Proof of Concept, and Full Deployment Testing). C O C
Service
Perform integration of the RNI to/from the MDMS to exchange all
meter event data, reads, and initiation of remote commands. C O C
Service
Perform Alpha POC testing and approval. O C C
Service
Perform Beta POC testing and approval. O C C
Service
Formal System Acceptance Test Design. C O C
Service
Draft and facilitate approval and
consensus of SAT Definitions. C O C
Integration - SFTP CMEP Read File C O O Integration - SFTP CMEP Voltage File C O O Integration - SFTP CMEP Event File C O O
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Work Category Activity Customer AMI Provider MDMS Provider
Integration -
MultiSpeak 4.1 Real-Time Events C O O
Integration - MultiSpeak 4.1 On-Demand Read C O O
Integration - MultiSpeak 4.1 Remote Disconnect C O O Integration - MultiSpeak 4.1 Remote Connect C O O
Service
To Kick Off project and establish
successful working relationship C C O
Service
To obtain detailed agreement on Project Plan C C O
Service Conduct Discovery Sessions C C O
Service
To write associated test cases that Customer would execute for acceptance of the Solution O C C
Service Integration Testing C C O
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www.harrissmartworks.com
APPENDIX C – Billing Determinants
# of
Registes Utility Fact grp
CIS
RateType RateTypeTxt
CY
2021 #
Of
Meters
Interval
CY
2025
est. #
of
meters
CY
2030
est. #
of
meters
AMI to MDM UOM
Note: May not match meter
programming
1 Electric E1 KWH-SM
Residential Electric
Service 24946 15 23846 16946 KWH
1 Electric E1N1 EXP-E1N1
E1N1 Net Meter KWH
Received 1001 15 1001 901 KWH_RCVD
2 Electric E1N1 KWH-E1N1
E1 NEM1 KWH
Delivered 1001 15 1001 901 KWH
1 Electric E1N2 EXP-E1N2
E1N2 Net Meter KWH
Received 228 15 1000 2000 KWH_RCVD
2 Electric E1N2 KWH-E1N2
E1 NEM2 KWH
Delivered 228 15 1000 2000 KWH
E1T N/A 15 100 5000 KWH
1 Electric E1T KW_M-E1
E1T Mid Peak Ele TOU
KW 15 100 5000
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
2 Electric E1T KW_O-E1
E1T Off Peak Ele TOU
KW 15 100 5000
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
3 Electric E1T KW_P-E1
E1T On Peak Ele TOU
KW 15 100 5000
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
4 Electric E1T
KWH_M-
E1
E1T Mid Peak Ele TOU
Kwh 15 100 5000
N/A Calculated by MDM
based on Mid Peak KWH
5 Electric E1T KWH_O-E1
E1T Off Peak Ele TOU
Kwh 15 100 5000
N/A Calculated by MDM
based on Off Peak KWH
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6 Electric E1T KWH_P-E1
E1T On Peak Ele TOU
Kwh 15 100 5000
N/A Calculated by MDM
based on On Peak KWH
E1N1T N/A 100 100 KWH_RCVD
E1N1T N/A 100 100 KWH
1 Electric E1N1T KW_M-E1
E1T Mid Peak Ele TOU
KW Received
15
100 100
N/A Calculated by MDM:
Max 15 Mid Peak
KWH_RCVD * 4
2 Electric E1N1T KW_O-E1
E1T Off Peak Ele TOU
KW Received
15
100 100
N/A Calculated by MDM:
Max 15 Off Peak KWH_RCVD
* 4
3 Electric E1N1T KW_P-E1
E1T On Peak Ele TOU
KW Received
15
100 100
N/A Calculated by MDM:
Max 15 On Peak KWH_RCVD
* 4
4 Electric E1N1T
KWH_M-
E1
E1T Mid Peak Ele TOU
Kwh Received
15
100 100
N/A Calculated by MDM
based on Mid Peak
KWH_RCVD
5 Electric E1N1T KWH_O-E1
E1T Off Peak Ele TOU
Kwh Received
15
100 100
N/A Calculated by MDM
based on Off Peak
KWH_RCVD
6 Electric E1N1T KWH_P-E1
E1T On Peak Ele TOU
Kwh Received
15
100 100
N/A Calculated by MDM
based on On Peak
KWH_RCVD
7 Electric E1N1T KW_M-E1
E1T Mid Peak Ele TOU
KW Delivered 15 100 100
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
8 Electric E1N1T KW_O-E1
E1T Off Peak Ele TOU
KW Delivered 15 100 100
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
9 Electric E1N1T KW_P-E1
E1T On Peak Ele TOU
KW Delivered 15 100 100
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
10 Electric E1N1T
KWH_M-
E1
E1T Mid Peak Ele TOU
Kwh Delivered 15 100 100
N/A Calculated by MDM
based on Mid Peak KWH
11 Electric E1N1T KWH_O-E1
E1T Off Peak Ele TOU
Kwh Delivered 15 100 100
N/A Calculated by MDM
based on Off Peak KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 61
12 Electric E1N1T KWH_P-E1
E1T On Peak Ele TOU
Kwh Delivered 15 100 100
N/A Calculated by MDM
based on On Peak KWH
E1N2T N/A 0 1000 KWH_RCVD
E1N2T N/A 0 1000 KWH
1 Electric E1N2T KW_M-E1
E1N2T Mid Peak Ele
TOU KW Received
15
0 1000
N/A Calculated by MDM:
Max 15 Mid Peak
KWH_RCVD * 4
2 Electric E1N2T KW_O-E1
E1N2T Off Peak Ele TOU
KW Received
15
0 1000
N/A Calculated by MDM:
Max 15 Off Peak KWH_RCVD
* 4
3 Electric E1N2T KW_P-E1
E1N2T On Peak Ele
TOU KW Received
15
0 1000
N/A Calculated by MDM:
Max 15 On Peak KWH_RCVD
* 4
4 Electric E1N2T
KWH_M-
E1
E1N2T Mid Peak Ele
TOU Kwh Received
15
0 1000
N/A Calculated by MDM
based on Mid Peak
KWH_RCVD
5 Electric E1N2T KWH_O-E1
E1N2T Off Peak Ele TOU
Kwh Received
15
0 1000
N/A Calculated by MDM
based on Off Peak
KWH_RCVD
6 Electric E1N2T KWH_P-E1
E1N2T On Peak Ele
TOU Kwh Received
15
0 1000
N/A Calculated by MDM
based on On Peak
KWH_RCVD
7 Electric E1N2T KW_M-E1
E1N2T Mid Peak Ele
TOU KW Delivered 15 0 1000
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
8 Electric E1N2T KW_O-E1
E1N2T Off Peak Ele TOU
KW Delivered 15 0 1000
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
9 Electric E1N2T KW_P-E1
E1N2T On Peak Ele
TOU KW Delivered 15 0 1000
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
10 Electric E1N2T
KWH_M-
E1
E1N2T Mid Peak Ele
TOU Kwh Delivered 15 0 1000
N/A Calculated by MDM
based on Mid Peak KWH
11 Electric E1N2T KWH_O-E1
E1N2T Off Peak Ele TOU
Kwh Delivered 15 0 1000
N/A Calculated by MDM
based on Off Peak KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 62
12 Electric E1N2T KWH_P-E1
E1N2T On Peak Ele
TOU Kwh Delivered 15 0 1000
N/A Calculated by MDM
based on On Peak KWH
1 Electric E2 KWH-SM2
Residential Electric
Service 3133 15 2789 2579 KWH
E2T N/A 15 300 500 KWH
1 Electric E2T
KW_M-
E2T
E2T Mid Peak Ele TOU
KW 15 300 500
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
2 Electric E2T KW_O-E2T
E2T Off Peak Ele TOU
KW 15 300 500
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
3 Electric E2T KW_P-E2T
E2T On Peak Ele TOU
KW 15 300 500
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
4 Electric E2T
KWH_M-
E2T
E2T Mid Peak Ele TOU
Kwh 15 300 500
N/A Calculated by MDM
based on Mid Peak KWH
5 Electric E2T
KWH_O-
E2T
E2T Off Peak Ele TOU
Kwh 15 300 500
N/A Calculated by MDM
based on Off Peak KWH
6 Electric E2T
KWH_P-
E2T
E2T On Peak Ele TOU
Kwh 15 300 500
N/A Calculated by MDM
based on On Peak KWH
1 Electric E2N EXP-E2N
E2 NEM1 KWH
Received 34 15 34 34 KWH_RCVD
2 Electric E2N KWH-E2N
E2N NEM1 KWH
Delivered 34 15 34 34 KWH
E2N1T N/A
E2N1 Net Meter KWH
Received 0 0 KWH_RCVD
E2N1T N/A
E2N1 Net Meter KWH Delivered 0 0 KWH
1 Electric E2N1T KW_M-E2
E2N1T Mid Peak Ele
TOU KW Received 15 0 0 0 Meters
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 63
2 Electric E2N1T KW_O-E2
E2N1T Off Peak Ele TOU
KW Received 15 0 0 0 Meters
3 Electric E2N1T KW_P-E2
E2N1T On Peak Ele
TOU KW Received 15 0 0 0 Meters
4 Electric E2N1T
KWH_M-
E2
E2N1T Mid Peak Ele
TOU Kwh Received 15 0 0 0 Meters
5 Electric E2N1T KWH_O-E2
E2N1T Off Peak Ele TOU
Kwh Received 15 0 0 0 Meters
6 Electric E2N1T KWH_P-E2
E2N1T On Peak Ele
TOU Kwh Received 15 0 0 0 Meters
7 Electric E2N1T KW_M-E2
E2N1T Mid Peak Ele
TOU KW Delivered 15 0 0 0 Meters
8 Electric E2N1T KW_O-E2
E2N1T Off Peak Ele TOU
KW Delivered 15 0 0 0 Meters
9 Electric E2N1T KW_P-E2
E2N1T On Peak Ele
TOU KW Delivered 15 0 0 0 Meters
10 Electric E2N1T
KWH_M-
E2
E2N1T Mid Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
11 Electric E2N1T KWH_O-E2
E2N1T Off Peak Ele TOU
Kwh Delivered 15 0 0 0 Meters
12 Electric E2N1T KWH_P-E2
E2N1T On Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
1 Electric E2N2 EXP-E2N2
E2N2 NEM2 KWH
Received 6 15 10 20 KWH_RCVD
2 Electric E2N2 KWH-E2N2
E2N2 NEM2 KWH
Delivered 6 15 10 20 KWH
E2N2T N/A
E2N2 NEM2 KWH
Received 0 0 KWH_RCVD
E2N2T N/A
E2N2 NEM2 KWH
Delivered 0 0 KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 64
1 Electric E2N2T KW_M-E2
E2N2T Mid Peak Ele
TOU KW Received 15 0 0 0 Meters
2 Electric E2N2T KW_O-E2
E2N2T Off Peak Ele
TOU KW Received 15 0 0 0 Meters
3 Electric E2N2T KW_P-E2
E2N2T On Peak Ele
TOU KW Received 15 0 0 0 Meters
4 Electric E2N2T
KWH_M-
E2
E2N2T Mid Peak Ele
TOU Kwh Received 15 0 0 0 Meters
5 Electric E2N2T KWH_O-E2
E2N2T Off Peak Ele
TOU Kwh Received 15 0 0 0 Meters
6 Electric E2N2T KWH_P-E2
E2N2T On Peak Ele
TOU Kwh Received 15 0 0 0 Meters
7 Electric E2N2T KW_M-E2
E2N2T Mid Peak Ele
TOU KW Delivered 15 0 0 0 Meters
8 Electric E2N2T KW_O-E2
E2N2T Off Peak Ele
TOU KW Delivered 15 0 0 0 Meters
9 Electric E2N2T KW_P-E2
E2N2T On Peak Ele
TOU KW Delivered 15 0 0 0 Meters
10 Electric E2N2T
KWH_M-
E2
E2N2T Mid Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
11 Electric E2N2T KWH_O-E2
E2N2T Off Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
12 Electric E2N2T KWH_P-E2
E2N2T On Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
1 Electric E4 KWH-E4
E4 Medium Comm Elec
Ser Kwh 859 5 859 859 KWH
2 Electric E4 KVARH-E4
E4 Medium Comm Elec
Ser Kvarh 859 5 859 859 KVRAH
3 Electric E4 KW-E4
E4 Medium Comm Elec
Ser KW 859 5 859 859
Calculated by MDM: Rolling
Demand
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 65
E4T N/A 5 5 10 KWH
E4T N/A 5 5 10 KVARh
1 Electric E4T KW_M-E4T
E4T Mid Peak Ele TOU
KW 0 5 5 10
Calculated by MDM: Rolling
Demand – Mid Peak
2 Electric E4T KW_O-E4T
E4T Off Peak Ele TOU
KW 0 5 5 10
Calculated by MDM: Rolling
Demand – Mid Peak
3 Electric E4T KW_P-E4T
E4T On Peak Ele TOU
KW 0 5 5 10
Calculated by MDM: Rolling
Demand – Mid Peak
4 Electric E4T
KWH_M-
E4T
E4T Mid Peak Ele TOU
Kwh 0 5 5 10
N/A Calculated by MDM
based on Mid Peak KWH
5 Electric E4T
KWH_O-
E4T
E4T Off Peak Ele TOU
Kwh 0 5 5 10
N/A Calculated by MDM
based on Off Peak KWH
6 Electric E4T
KWH_P-
E4T
E4T On Peak Ele TOU
Kwh 0 5 5 10
N/A Calculated by MDM
based on On Peak KWH
7 Electric E4T
KVARh_M-
E4T
E4T Mid Peak Ele TOU
KVARh 0 5 5 10
N/A Calculated by MDM
based on Mid Peak KVARh
8 Electric E4T
KVARh_O-
E4T
E4T Off Peak Ele TOU
KVARh 0 5 5 10
N/A Calculated by MDM
based on Off Peak KVARh
9 Electric E4T
KVARh_P-
E4T
E4T On Peak Ele TOU
KVARh 0 5 5 10
N/A Calculated by MDM
based on On Peak KVARh
Electric E4N N/A 5 44 44 KWH_RCVD
Electric E4N N/A 5 44 44 KVARh_RCVD
Electric E4N N/A 5 44 44 KWH
Electric E4N N/A 5 44 44 KVARh
1 Electric E4N KWH-E4N
E4 Medium Comm Elec
Ser Kwh_RCVD 44 5 44 44 KWH_RCVD
2 Electric E4N KVR-E4N
E4 Medium Comm Elec
Ser Kvarh_RCVD 44 5 44 44 KVarh_RCVD
3 Electric E4N KW-E4N
E4 Medium Comm Elec
Ser KW_RCVD 44 5 44 44
N/A Calculated by MDM:
Rolling Demand
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 66
4 Electric E4N KWH-E4N
E4 Medium Comm Elec
Ser Kwh_Delivered 44 5 44 44 KWH
5 Electric E4N KVR-E4N
E4 Medium Comm Elec
Ser Kvarh_Delivered 44 5 44 44 KVARh
6 Electric E4N KW-E4N
E4 Medium Comm Elec
Ser KW_Delivered 44 5 44 44
N/A Calculated by MDM:
Rolling Demand
1 Electric E4N2 EXP-E4N2 E4 NEM2 KWH Exported 1 5 1 1 KWH_RCVD
2 Electric E4N2 KW-E4N2 E4 NEM2 KW Exported 1 5 1 1
N/A Calculated by MDM
based on KWH_RCVD
3 Electric E4N2 KWH-E4N2
E4 NEM2 KWH
Consumed 1 5 1 1 KWH
4 Electric E4N2 KW-E4N2 E4 NEM2 KW Consumed 1 5 1 1
N/A Calculated by MDM
based on KWH
E4N2T N/A 0 5 KWH_RCVD
E4N2T N/A 0 5 KWH
E4N2T N/A 0 5 KVARH
1 Electric E4N2T
KW_M-
E4N2T
E4N2T Mid Peak Ele
TOU KW Received 5 0 5
N/A Calculated by MDM:
Rolling Demand – Mid Peak
2 Electric E4N2T
KW_O-
E4N2T
E4N2T Off Peak Ele TOU
KW Received 5 0 5
N/A Calculated by MDM:
Rolling Demand – Off Peak
3 Electric E4N2T
KW_P-
E4N2T
E4N2T On Peak Ele
TOU KW Received 5 0 5
N/A Calculated by MDM:
Rolling Demand – On Peak
4 Electric E4N2T
KWH_M-
E4N2T
E4N2T Mid Peak Ele
TOU Kwh Received
5
0 5
N/A Calculated by MDM
based on Mid Peak
KWH_RCVD
5 Electric E4N2T
KWH_O-
E4N2T
E4N2T Off Peak Ele TOU
Kwh Received
5
0 5
N/A Calculated by MDM
based on Off Peak
KWH_RCVD
6 Electric E4N2T
KWH_P-
E4N2T
E4N2T On Peak Ele
TOU Kwh Received
5
0 5
N/A Calculated by MDM
based on On Peak
KWH_RCVD
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 67
7 Electric E4N2T
KW_M-
E4N2T
E4N2T Mid Peak Ele
TOU KW Delivered 5 0 5
N/A Calculated by MDM:
Rolling Demand – Mid Peak
8 Electric E4N2T
KW_O-
E4N2T
E4N2T Off Peak Ele TOU
KW Delivered 5 0 5
N/A Calculated by MDM:
Rolling Demand – Off Peak
9 Electric E4N2T
KW_P-
E4N2T
E4N2T On Peak Ele
TOU KW Delivered 5 0 5
N/A Calculated by MDM:
Rolling Demand – On Peak
10 Electric E4N2T
KWH_M-
E4N2T
E4N2T Mid Peak Ele
TOU Kwh Delivered 5 0 5
N/A Calculated by MDM
based on Mid Peak KWH
11 Electric E4N2T
KWH_O-
E4N2T
E4N2T Off Peak Ele TOU
Kwh Delivered 5 0 5
N/A Calculated by MDM
based on Off Peak KWH
12 Electric E4N2T
KWH_P-
E4N2T
E4N2T On Peak Ele
TOU Kwh Delivered 5 0 5
N/A Calculated by MDM
based on On Peak KWH
13 Electric E4N2T
KVARH_M-
E4N2T
E4N2T Mid Peak Ele
TOU KVARh 5 0 5
N/A Calculated by MDM
based on Mid Peak KVARh
14 Electric E4N2T
KVARH_O-
E4N2T
E4N2T Off Peak Ele TOU
KVARh 5 0 5
N/A Calculated by MDM
based on Off Peak KVARh
15 Electric E4N2T
KVARH_P-
E4N2T
E4N2T On Peak Ele
TOU KVARh 5 0 5
N/A Calculated by MDM
based on On Peak KVARh
1 Electric E7 KVARH-E7
E7 Large Comm Elec Ser
Kvarh 62 5 62 62 KVARh
2 Electric E7 KW-E7
E7 Large Comm Elec Ser
KW 62 5 62 62
N/A Calculated by MDM
based on KWH
3 Electric E7 KWH-E7
E7 Large Comm Elec Ser
Kwh 62 5 62 62 KWH
1 Electric E7N KVR-E7N
E7 NEM1 Large Comm
Elec Ser Kvarh Received 8 5 8 15 KVARh_RCVD
2 Electric E7N KW-E7N
E7 NEM1 Large Comm
Elec Ser KW Received 8 5 8 15
N/A Calculated by MDM
based on KWH_RCVD
3 Electric E7N KWH-E7N
E7 NEM1 Large Comm
Elec Ser Kwh Received 8 5 8 15 KWH_RCVD
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 68
4 Electric E7N
KAVRH-
E7N
E7 NEM1 Large Comm
Elec Ser Kvarh
Delivered 8
5
8 15 KVARh
5 Electric E7N KW-E7N
E7 NEM1 Large Comm
Elec Ser KW Delivered 8 5 8 15
N/A Calculated by MDM
based on KWH
6 Electric E7N KWH-E7N
E7 NEM1 Large Comm
Elec Ser Kwh Delivered 8 5 8 15 KWH
1 Electric E7N2
KVARH-
E7N2
E7 NEM2 Large Comm
Elec Ser Kvarh Received 5 0 0 KVARh_RCVD
2 Electric E7N2 KW-E7N2
E7 NEM2 Large Comm
Elec Ser KW Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
3 Electric E7N2 KWH-E7N2
E7 NEM2 Large Comm
Elec Ser Kwh Received 5 0 0 KWH_RCVD
4 Electric E7N2
KVARH-
E7N2
E7 NEM2 Large Comm
Elec Ser Kvarh
Delivered
5
0 0 KVARh
5 Electric E7N2 KW-E7N2
E7 NEM2 Large Comm
Elec Ser KW Delivered 5 0 0
N/A Calculated by MDM
based on KWH
6 Electric E7N2 KWH-E7N2
E7 NEM2 Large Comm
Elec Ser Kwh Delivered 5 0 0 KWH
E7T N/A 2 5 KWH
E7T N/A 2 5 KVARh
1 Electric E7T KW_M-E7
E7T Mid Peak Ele TOU
KW 2 5 2 5
N/A Calculated by MDM:
Rolling Demand – Mid Peak
2 Electric E7T KW_O-E7
E7T Off Peak Ele TOU
KW 2 5 2 5
N/A Calculated by MDM:
Rolling Demand – Off Peak
3 Electric E7T KW_P-E7
E7T On Peak Ele TOU
KW 2 5 2 5
N/A Calculated by MDM:
Rolling Demand – On Peak
4 Electric E7T
KWH_M-
E7
E7T Mid Peak Ele TOU
Kwh 2 5 2 5
N/A Calculated by MDM
based on KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 69
5 Electric E7T KWH_O-E7
E7T Off Peak Ele TOU
Kwh 2 5 2 5
N/A Calculated by MDM
based on KWH
6 Electric E7T KWH_P-E7
E7T On Peak Ele TOU
Kwh 2 5 2 5
N/A Calculated by MDM
based on KWH
7 Electric E7T
KVARh_M-
E7T
E7T Mid Peak Ele TOU
KVARh 0 5 2 5
N/A Calculated by MDM
based on KVARh
8 Electric E7T
KVARh_O-
E7T
E7T Off Peak Ele TOU
KVARh 0 5 2 5
N/A Calculated by MDM
based on KVARh
9 Electric E7T
KVARh_P-
E7T
E7T On Peak Ele TOU
KVARh 0 5 2 5
N/A Calculated by MDM
based on KVARh
1 Electric E7T (PF) KW_M-E7
E7T Mid Peak Ele TOU
KW
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
2 Electric E7T (PF) KW_O-E7
E7T Off Peak Ele TOU
KW
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
3 Electric E7T (PF) KW_P-E7
E7T On Peak Ele TOU
KW
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
4 Electric E7T (PF)
KWH_M-
E7
E7T Mid Peak Ele TOU
Kwh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
5 Electric E7T (PF) KWH_O-E7
E7T Off Peak Ele TOU
Kwh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
6 Electric E7T (PF) KWH_P-E7
E7T On Peak Ele TOU
Kwh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
7 Electric E7T (PF)
KVARH_M-
E7
E7T Mid Peak Ele TOU
KVARh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 70
8 Electric E7T (PF)
KVARH_O-
E7
E7T Off Peak Ele TOU
KVARh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
9 Electric E7T (PF)
KVARH_P-
E7
E7T On Peak Ele TOU
KVARh
5
0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
Electric E7N2T N/A KWH_RCVD
Electric E7N2T N/A KWH
Electric E7N2T N/A KVarh
1 Electric E7N2T
KW_M-
E7N2T
E7N2T Mid Peak Ele
TOU KW Received 5 0 0
N/A Calculated by MDM:
Rolling Demand – Mid Peak
2 Electric E7N2T
KW_O-
E7N2T
E7N2T Off Peak Ele TOU
KW Received 5 0 0
N/A Calculated by MDM:
Rolling Demand – Off Peak
3 Electric E7N2T
KW_P-
E7N2T
E7N2T On Peak Ele
TOU KW Received 5 0 0
N/A Calculated by MDM:
Rolling Demand – On Peak
4 Electric E7N2T
KWH_M-
E7N2T
E7N2T Mid Peak Ele
TOU Kwh Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
5 Electric E7N2T
KWH_O-
7N2T
E7N2T Off Peak Ele TOU
Kwh Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
6 Electric E7N2T
KWH_P-
E7N2T
E7N2T On Peak Ele
TOU Kwh Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
7 Electric E7N2T KW_M-E7N2T E7N2T Mid Peak Ele TOU KW Delivered 5 0 0 N/A Calculated by MDM:
Rolling Demand – Mid Peak
8 Electric E7N2T
KW_O-
E7N2T
E7N2T Off Peak Ele TOU
KW Delivered 5 0 0
N/A Calculated by MDM:
Rolling Demand – Off Peak
9 Electric E7N2T
KW_P-
E7N2T
E7N2T On Peak Ele
TOU KW Delivered 5 0 0
N/A Calculated by MDM:
Rolling Demand – On Peak
10 Electric E7N2T
KWH_M-
E7N2T
E7N2T Mid Peak Ele
TOU Kwh Delivered 5 0 0
N/A Calculated by MDM
based on KWH
11 Electric E7N2T
KWH_O-
E7N2T
E7N2T Off Peak Ele TOU
Kwh Delivered 5 0 0
N/A Calculated by MDM
based on KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 71
12 Electric E7N2T
KWH_P-
E7N2T
E7N2T On Peak Ele
TOU Kwh Delivered 5 0 0
N/A Calculated by MDM
based on KWH
13 Electric E7N2T
KVARH_M-
E7N2T
E7N2T Mid Peak Ele
TOU KVarh Delivered 5 0 0
N/A Calculated by MDM
based on KVARh
14 Electric E7N2T
KVARH_O-
E7N2T
E7N2T Off Peak Ele TOU
KVarh Delivered 5 0 0
N/A Calculated by MDM
based on KVARh
15 Electric E7N2T
KVARH_P-
E7N2T
E7N2T On Peak Ele
TOU KVarh Delivered 5 0 0
N/A Calculated by MDM
based on KVARh
N/A
Voltage (not for the
purpose of billing) 300 VOL
1 Gas
G1
Residential THERMS Therms 21872 60 21872 21872 CCF
1 Gas
G2
Commerical THERMS Therms 2286 60 2286 2286 CCF
1 Gas
G3
Industrial THERMS Therms 34 60 34 34 CCF
1 Water
W1
Register CCF Water Consumption 20356 60 20356 20356 CCF
1 Water
W2
Register CCF W2 HI 300 60 300 300 CCF
2 Water
W2
Register CCF W2 LO 300 60 300 300 CCF
1 Water
W3
Register CCF W3 HI 3 60 3 3 CCF
2 Water
W3
Register CCF W3 LO 3 60 3 3 CCF
3 Water
W3
Register CCF W3 FIRE 3 60 3 3 CCF
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Utilities – SmartWorks Statement of Work Page | 72
Total
79,165
83,414
128,044
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
Schedule “D”
Support Services
SmartWorks Support Services
The Schedule D describes the Support Services included in this Subscription Agreement and more specifically, a
listing of ticket priorities, an outline of SmartWorks’ escalation procedures and related details. For the purposes
of this Schedule D, “SmartWorks Services” means the Services and the Software Services.
SmartWorks reserves the right to make modifications to this document as required.
Last Updated: July 21, 2020
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
Contents
Standard Support and Maintenance Services – Guidelines ...........................
Customer Responsibilities ..............................................................................
Solution Updates ............................................................................................
Billable Support Services ................................................................................
Test Databases and Environments .................................................................
Operations ......................................................................................................
Hours ..............................................................................................................
Holiday Schedule ………… …………………………………………………………………………………………………………………………
Ticket Process .................................................................................................
Ticket Priorities ...............................................................................................
Response Times ..............................................................................................
Escalation Process ..........................................................................................
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
STANDARD SUPPORT AND MAINTENANCE SERVICES – GUIDELINES
The support services listed below (“Support Services”) are included in the SmartWorks Services.
•Support for the SmartWorks Services as provided by the SmartWorks professional services group includes:
The SmartWorks Services and all default functionality
The SmartWorks Services side of the interfaces with other third party systems, as implemented by our
professional services consultants
Customized rules developed by professional services staff. Rules developed or modified by the
Customer are not supported through the standard Support Services.
The integrity of the data within the SmartWorks Services, to the extent that the SmartWorks Services
has manipulated it. The SmartWorks Services is not responsible for the completeness or accuracy of the
data originating in third party systems (e.g. AMI, CIS, etc.)
Advice on VEE parameter settings and processes, however the VEE settings themselves are the
responsibility of the Customer
•SmartWorks will create and install software updates (release notes will be available upon request and on the
Customer Hub) that may include:
Defect corrections (as warranted)
-Planned enhancements
-State (Provincial) and/or Federal mandated changes (charges may exist depending on scope)
-From time to time, we will provide software upgrades (note that there may be charges in
implementation depending on the scope of services)
•SmartWorks will troubleshoot customer issues and provide recommendations for resolution
•SmartWorks will deploy performance monitoring tools
•SmartWorks will provide remote training on subjects of limited scope. As a rule of thumb, a subject of
limited scope can be addressed in about 15 minutes over the phone. If a customer makes numerous
training requests in a short period of time, we may deem the training requests to be of a broad nature.
•HealthWatch - Online Diagnostics
HealthWatch rules will collect data and alert Support Services when specific thresholds have been met
(e.g. disk space limit reached, no interval data for two days, etc.)
SmartWorks will proactively monitor your solution to identify small issues before they become big
problems using our HealthWatch tool. Depending on the nature of the issue, we may either alert you or
attempt to address the issue ourselves.
If customer decides to opt-out of HealthWatch, charges may apply.
•Customer Care Program. On a periodic basis, SmartWorks will share useful information regarding the use of
your SmartWorks Services modules through one or more of the following methods:
Support Bulletins
Communication on new products and services
On-site visits (as required)
Webinars
Surveys
Knowledge Base
•If requested, provide an Outstanding Tickets Report with conference call
•Ability to attend the annual customer conference (attendance fees apply)
•Opportunity to participate in BETA programs at our discretion
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
• SmartWorks shall provide an online ticketing system with the following features:
Ability to log and close tickets
Ability to view and update tickets
Ability to update contact information
Access to published documentation
Access to support knowledge base
Ability to report on metrics
• 800 Toll Free Telephone Support
Out-of-Scope Services, as defined and set out in Exhibit I are not included in the Support Services. Additional
fees shall apply to Out-of-Scope services.
Customer Responsibilities
In order to effectively provide our support services, the Customer is responsible for the following items:
• Customer shall notify SmartWorks of suspected defects in the Services. Customer shall provide, upon
SmartWorks request, additional data deemed necessary or desirable by SmartWorks to reproduce the
environment in which such defect occurred.
• Customer shall ensure that its personnel are, at relevant stages of the project, educated and trained in the
proper use of Services in accordance with applicable SmartWorks manuals and instructions. If Customer’s
personnel are not properly trained as mutually determined by SmartWorks and Customer, Customer agrees
that such personnel will be trained by SmartWorks or Customer within fifteen (15) days of determination. If
Customer desires SmartWorks to perform the required training then SmartWorks shall be compensated in
accordance with this Agreement.
• Customer shall establish proper backup procedures necessary to replace critical Customer data in the event
of loss or damage to such data from any cause. Customer shall provide SmartWorks with access to qualified
functional or technical personnel to aid in diagnosis and to assist in repair of the Software in the event of
error, defect or malfunction.
• Customer shall have the sole responsibility for:
The performance of any tests it deems necessary prior to the use of the Services.
Assuring proper Customer computer system installation, configuration, verification, audit controls and
operating methods.
Implementing proper procedures to assure security and accuracy of input and output and restart and
recovery in the event of malfunction.
Timely upgrade and keeping current all third party license releases and/or Third Party Components to
meet the requirements of the SmartWorks Services.
• Customer is responsible for the data quality, completeness, and availability from 3rd party applications on
which SmartWorks product relies.
• Customer shall be responsible for rules created and/or edited by Customer staff.
• Customer shall be solely responsible for all VEE parameters settings, the regular monitoring of validation failures, and
the rectification of any validation failures.
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
SOLUTION UPDATES
SmartWorks will make software updates relevant to the Services available from time to time. When an update
is available, SmartWorks will make an announcement to its customers.
BILLABLE SUPPORT SERVICES
The services listed below are services that are out of scope of your Support Services and are therefore
considered billable services.
• Provision of remote or on-site training on subjects of broad scope
• New interfaces or connections to non-SmartWorks (or third party) applications
• Creation of test instances
• Custom modifications (e.g. rules, reports, new data, etc.)
• Data conversions and global modification to setup table data
• Database maintenance, repairs and optimization, refreshes, backups, restores
• Extended Hardware and Operating System support
• Upgrades and support of third party software (e.g. database software, OS, web server, etc.)
• Installations and/or re-installations of software solution
• Support for rules, reports, database procedures, or screens developed by, or modified by, the Customer
• Cleansing or re-processing of data originating from a third party system (e.g. AMI, CIS, etc.)
Note: If customer purchases a billable service with a maintenance fee such as the ones listed above, the
Customer is responsible for supporting these items.
Test Databases and Environments
SmartWorks support customers in the maintenance of independent test environments for testing purposes.
This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios
without risking any potentially unwanted changes to the live environment. The creation of test databases and
Environments is a billable service; quotations and incremental maintenance rates will be provided on request.
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
OPERATIONS
Hours
Our standard Support Services hours are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding
designated statutory holidays. Weekend assistance is available, but must be scheduled in advance, and in most
cases is billable.
Holiday Schedule
Below is a listing of statutory holidays. Please note that Support Services will be closed on designated days as
outlined below.
New Year’s Eve Early Closure (noon EST)
New Year’s Day Closed
President’s Day (USA) /Family Day (Canada) Closed
Victoria Day (Canada) Closed
Labor Day Closed
Canada Day (Canada) Closed
Thanksgiving Day (Canada) Closed
Christmas Eve Early Closure (noon EST)
Christmas Day Closed
Boxing Day (Canada) Closed
Ticket Process
All issues or questions reported to support are tracked via a TeamSupport Customer Hub ticket. SmartWorks
Support Services analysts cannot provide assistance unless a support ticket is logged. The use of a TeamSupport
ticket allows us to track the resolution of your issues. In addition it allows measurement of activities for proper
forecasting of staffing requirements. SmartWorks’ current process for logging tickets includes the following:
TeamSupport Customer Hub (via website), email, phone and fax.
• Ticket must contain at a minimum: Customer name, contact person, module and/or menu selection, nature
of issue, detailed description of question or issue and any other pertinent information.
• SmartWorks’ Support Services or Support Services analysts will provide with a ticket id to track issue and
Customer ticket will be logged into SmartWorks’ support tracking database.
• Ticket will be stored in a queue and the first available support representative will be assigned to deal with
Customer’s issue.
• As assigned support representative investigates issue, Customer will be notified of status updates, actions
and a resolution plan via the support ticketing system. If additional information is required, Customer will
be contacted by the assigned support representative to supply the information required.
• All correspondence and actions associated with Customer ticket will be tracked against ticket ID in
SmartWorks’ support database. At any time, Customer may log onto our website to see status of ticket.
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
• Once issue has been resolved, the ticket will be set to a “Resolved” status. Customer will then have time to
evaluate the resolution and provide feedback. Once Customer is satisfied that the issue has been
addressed, Customer will then close the ticket. SmartWorks will endeavour to provide w adequate time to
evaluate the resolution. However, SmartWorks will close a ticket if no feedback is received within 24
hours. Customer will always be notified of a pending or actual ticket closure. Customer will have the option
of re-opening the ticket if needed.
• Once ticket has been closed, Customer will receive an automated notification by email. This email will
contain the entire event history of the ticket from the time it was created and leading up to the resolution of
the ticket. Customer has option of viewing both open and closed tickets, via SmartWorks’ website.
• If issue requires escalation to a development resource or programmer for resolution, issue will be forwarded
to SmartWorks development team. Ticket will remain open until development team provides a response. If
a development item opens, Customer will be provided with a development tracking number upon request.
Issues escalated to development will be scheduled for resolution and may not be resolved immediately
depending on the nature and complexity of the issue. If an issue is determined to be an enhancement or
feature, Support Services personnel will log a ticket in SmartWorks’ product management queue and will
notify Customer when a release has been made available.
• Customer may contact the support department for a status update on development issues.
Ticket Priorities
SmartWorks Support Services is based on three ticket priorities: 1(high/critical), 2(medium), and 3(low). The
criteria used to establish a ticket priority are as follows:
Priority Level Description
1 • System Down (Software Application, Hardware, Operating System, Database)
• Program errors without workarounds
• Incorrect calculation errors impacting one-third of records
• Error messages preventing data integration and update
• Performance issues of severe nature impacting critical processes
• Security Issues
Note: in most cases issues affecting a test environment only will not be
considered a priority of 1
2 • System errors that have workarounds
• Calculation errors impacting less than one-third of records
• Reports calculation issues
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific)
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
3 • Training questions, how to, or implementation of new processes
• Aesthetic issues
• Issues where a workaround is available for a large majority of cases
• Recommendations for enhancements on system changes
• Questions on documentation
• Test environment issues or questions
Response Times
Response times will vary and are dependent on the priority of the ticket. SmartWorks will make its best efforts
to ensure that incoming tickets are dealt with in the order that they are received, however, tickets will be
escalated based on the urgency of the issue reported. If a support ticket is logged during standard operating
hours, SmartWorks response times are as follows:
Priority Initial Response Time* R&D Response Time from Escalation Update Frequency
1 Within 4 hours Same day Every 2 business days
2 Within 8 hours Within one week Every 5 business days
3 Within 24 hours Within 3 weeks Every 10 business
days
*During Business Hours
Example:
- Priority 1 Support Ticket received Monday January 2 at 10 am >> Support Analyst responds Monday January 2 by noon >>
Support Analyst sends update Monday January 2.
- Priority 1 Support Ticket received Monday January 2 at 9 PM >> Support Analyst responds Tuesday January 3 by noon >>
Support Analyst sends update Tuesday January 3.
Escalation Process
SmartWorks will endeavour to provide a satisfying and positive Support Services experience. However, if at any
time Customer is not completely satisfied with the resolution of an issue, Customer is encouraged to escalate
within Support Services, as follows:
Level 1: Customer ticket’s assigned Support Services Analyst
Level 2: Team Lead, Support Services
Level 3: Manager, Support Services
Level 4: Executive Vice President, SmartWorks
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
EXHIBIT I
OUT-OF-SCOPE SUPPORT SERVICES
“Out-Of-Scope Services” means the following services, which shall be more particularly described in and delivered pursuant to a Change Order:
• Troubleshooting and analysis that ought to have been performed by Customer through reference to
documentation (Support Resources).
• Services associated with configuring, testing and deploying an update or upgrade in any of Customer’s
systems.
• Services related to Third Party IaaS/PaaS integration performed at the Customer’s site.
• Any other excluded Support Services as SmartWorks may determine from time to time.
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
Schedule “E”
Security
1. Harris shall store and process Data in accordance with industry standard practices. 2. Response to Legal Orders, Demands or Requests for Data. a. Where permitted by law SmartWorks shall:
i. Promptly notify the Customer of any subpoenas, warrants, or other legal orders, demands or
requests received by SmartWorks seeking Data;
ii. Consult with the Customer regarding its response;
iii. Cooperate with the Customer’s reasonable requests, at Customer’s expense, in connection
with efforts by the Customer to intervene and quash or modify the legal order, demand or
request; and
iv. Upon the Customer’s request, provide the Customer with a copy of its response.
b. If the Customer receives a subpoena, warrant, or other legal order, demand (“requests”) or request seeking Data maintained by SmartWorks, Customer will promptly provide a copy of the request to SmartWorks. SmartWorks will, where permitted by law, promptly supply Customer with copies of records or information required for the Customer to respond, and will cooperate with Customer’s reasonable requests, and at Customer’s expense, in connection with its response.
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
Schedule “F”
Third Party Software
(To be completed, if required)
Not Applicable
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
EXHIBIT “G”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL
INJURY, BROAD FORM PROPERTY DAMAGE
BLANKET CONTRACTUAL,
PRODUCTS/COMPLETED OPERATIONS AND FIRE
LEGAL LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$2,000,000
$2,000,000
$2,000,000
YES TECHNOLOGY ERRORS AND OMISSIONS
LIABILITY COVERAGE. THE POLICY SHALL AT A
MINIMUM COVER PROFESSIONAL MISCONDUCT
OR LACK OF REQUISITE SKILL FOR THE
PERFORMANCE OF SERVICES DEFINED IN THE
CONTRACT AND SHALL ALSO PROVIDE
COVERAGE FOR THE FOLLOWING RISKS: (i)NETWORK SECURITY LIABILITYARISINGFROM UNAUTHORIZED ACCESS TO, USE OF, ORTAMPERING WITH COMPUTERS OR COMPUTERSYSTEMS, INCLUDING HACKERS, EXTORTION,AND(ii)LIABILITY ARISING FROMINTRODUCTION OF ANY FORM OF MALICIOUSSOFTWARE INCLUDING COMPUTER VIRUSESINTO, OR OTHERWISE CAUSING DAMAGE TOTHE CITY’S OR THIRD PERSON’S COMPUTER,COMPUTER SYSTEM, NETWORK, OR SIMILARCOMPUTER RELATED PROPERTY AND THE DATA,SOFTWARE AND PROGRAMS THEREON.CONTRACTOR SHALL MAINTAIN IN FORCEDURING THE FULL LIFE OF THE CONTRACT.
THE POLICY SHALL PROVIDE COVERAGE FOR BREACH RESPONSE COSTS AS WELL AS REGULATORY FINES AND PENALTIES AS WELL AS
CREDIT MONITORING EXPENSES WITH LIMITS
SUFFICIENT TO RESPOND TO THESE
OBLIGATIONS.
ALL DAMAGES $2,000,000 $2,000,000
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
YES CYBER AND PRIVACY INSURANCE. SUCH INSURANCE SHALL INCLUDE COVERAGE FOR LIABILITY ARISING FROM COVERAGE IN AN AMOUNT SUFFICIENT TO COVER THE FULL REPLACEMENT VALUE OF DAMAGE TO, ALTERATION OF, LOSS OF, THEFT, DISSEMINATION OR DESTRUCTION OF ELECTRONIC DATA AND/OR USE OF CONFIDENTIAL INFORMATION, “PROPERTY” OF THE CITY OF PALO ALTO THAT WILL BE IN THE CARE, CUSTODY, OR CONTROL OF VENDOR, INFORMATION INCLUDING BUT NOT LIMITED TO, BANK AND CREDIT CARD ACCOUNT INFORMATION OR PERSONAL INFORMATION,
SUCH AS NAME, ADDRESS, SOCIAL SECURITY
NUMBERS, PROTECTED HEALTH INFORMATION
OR OTHER PERSONAL IDENTIFICATION
INFORMATION, STORED OR TRAMSITTED IN
ELECTRONIC FORM, SUBJECT TO TERMS,
CONDITIONS, LIMITATIONS AND EXCLUSIONS
OF POLICY
ALL DAMAGES $2,000,000 $2,000,000
YES
AUTOMOBILE LIABILITY, ALL OWNED THIRD PARTY LIABILITY-ANY
AUTO
PERSONAL INJURY
PROTECTION AUTO SUBJECT
TO NO FAULT
AUTO MEDICAL PAYMENTS
OWNED PRIVATE PASSENGER
AUTOS
UNINSURED/UNDERINSURED
MOTORIST COVERAGE
PHYSICAL DAMAGE COLLISION
AND COMPREHENSIVE
$1,000,000
STATUTORY
$5,000
$1,000,000
STATUTORY
$5,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS
AND OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES
LY CONTRACTOR AND ITS
NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS,
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS,
AGENTS, AND EMPLOYEES OR GRANTING ADDITIONAL INSURED STATUS BY POLICY ENDORSEMENT.
I.INSURANCE COVERAGE MUST INCLUDE:
A.A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY, AS APPLICABLE.
II.CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III.ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “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 OR CONTRIBUTING WITHANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B.CROSS LIABILITY
YES
ACTUAL VALUE ACTUAL VALUE
$1,000,000 $1,000,000
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C.NOTICE OF CANCELLATION
1.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY WRITTEN NOTICE OF CANCELLATION AS SOON AS REASONABLY PRACTICABLE .
2.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
City of Palo Alto Information Security Document Version: V2.5 [11/01/2012] Doc: InfoSec 110
Page 1 of 2
SCHEDULE H
VENDOR CYBERSECURITY TERMS AND CONDITIONS
(AKA: SAAS SECURITY AND PRIVACY TERMS AND CONDITIONS)
This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered
into by and between the City of Palo Alto (the “City”) and N. Harris Computer Corporation (DBA SmartWorks) (the
“Consultant”) for the provision of Software as a Service services to the City (the “Agreement”).
In order to assure the privacy and security of the personal information of the City’s customers and
people who do business with the City, including, without limitation, vendors, utility customers, library
patrons and other individuals and businesses, who are required to share such information with the
City, as a condition of receiving services from the City or selling goods and services to the City, including,
without limitation, the Software as a Service services provider (the “Consultant”) and its
subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure
services provider, shall design, install, provide, and maintain a secure IT environment, described below,
while it renders and performs the Services and furnishes goods, if any, described in the Statement of
Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the
personal information of the City’s customers. The Consultant shall fulfill the data and information
security requirements (the “Requirements”) set forth in Part A below.
A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to the
City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance
processes needed to support the environment, including disaster recovery and business continuity
planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable
environment and service availability to the City. “IT infrastructure” refers to the integrated framework,
including, without limitation, data centers, computers, and database management devices, upon which
digital networks operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill
the Requirements, the Consultant shall promptly inform the City of its determination and submit, in
writing, one or more alternate countermeasure options to the Requirements (the “Alternate
Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction
of the Information Security Manager (the “ISM”).
Part A. Requirements:
The Consultant shall at all times during the term of any contract between the City and the Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the
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City of Palo Alto Information Security Document Version: V2.5 [11/01/2012] Doc: InfoSec 110
Page 2 of 2
City with respect to the Services to be performed under this Agreement.
(b) Have adopted and implemented information security and privacy policies that are documented,
are accessible to the City and comply with industry standards. Third party audit reports based
on industry standards (SOC 2 or ISO 27001 or equivalent) will be made available annually, on
request.
(c) Conduct routine data and information security compliance training of its personnel that is
appropriate to their role.
(d) Develop and maintain detailed documentation of the IT infrastructure, including software
versions and patch levels.
(e) Develop an independently verifiable process, consistent with industry standards, for
performing professional and criminal background checks of its employees that (1) would permit
verification of employees’ personal identity and employment status, and (2) would enable the
immediate denial of access to the City's confidential data and information by any of its
employees who no longer would require access to that information or who are terminated.
(f) Implement access accountability (identification and authentication) architecture and support
role-based access control (“RBAC”) and segregation of duties (“SoD”) mechanisms, as
applicable. “RBAC” refers to a computer systems security approach to restricting access only to
authorized users. “SoD” is an approach that would require more than one individual to
complete a security task in order to promote the detection and prevention of fraud and errors.
(g) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the
Services’ environment design and deployment are known to the City, and (2) it has
implemented measures in accordance with industry best practices applicable to secure coding
and secure IT architecture.
(h) Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity, and availability of the City's information.
(i) Deploy and maintain IT system upgrades, patches and configurations conforming to current
patch and/or release levels within a reasonable time.
(j) Provide for the timely detection of, response to, and the reporting of security incidents,
including on-going incident monitoring with logging.
(k) Notify the City as soon as reasonably practicable of detecting a security incident that results in
the unauthorized access to or the misuse of the City's confidential data and information.
(l) Perform security self-audits on a regular basis.
(m) Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, the Confidential Information will be accessible only by the Consultant and any
authorized third party service provider’s personnel.
(n) Perform regular, reliable secured backups of all data needed to maximize availability of the
Services.
(o) Maintain the Confidential Information in accordance with applicable federal, state and local
data and information privacy laws, rules, and regulations.
(p) Encrypt the Confidential Information before delivering the same by electronic mail to the City
and or any authorized recipient.
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
Certificate Of Completion
Envelope Id: 767E277F989A4AEC840182DB2A4E2400 Status: Completed
Subject: Please DocuSign: 184319 Harris contract complete.pdf
Source Envelope:
Document Pages: 118 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Annmarie Romero
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
annmarie.romero@cityofpaloalto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
1/31/2022 2:23:54 PM
Holder: Annmarie Romero
annmarie.romero@cityofpaloalto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Jeff Bender
JBender@harriscomputer.com
Chief Executive Officer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.116.125.43
Sent: 1/31/2022 2:32:39 PM
Viewed: 2/1/2022 5:21:10 AM
Signed: 2/1/2022 5:22:36 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Richardson
trichardson@harriscomputer.com
CFO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.114.126.107
Sent: 2/1/2022 5:22:45 AM
Resent: 2/1/2022 1:20:49 PM
Viewed: 2/1/2022 1:29:11 PM
Signed: 2/1/2022 1:30:41 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Dave Yuan
Dave.Yuan@CityofPaloAlto.org
Utilities Strategic Business Manager
Dave Yuan
Security Level: Email, Account Authentication
(None)
Sent: 2/1/2022 1:30:50 PM
Viewed: 2/1/2022 3:28:06 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Tabatha Boatwright
Tabatha.Boatwright@CityofPaloAlto.org
Utilities Administrative Assistant
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 2/1/2022 1:30:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Curtis Craig
CCraig@harriscomputer.com
Security Level: Email, Account Authentication
(None)
Sent: 2/1/2022 1:30:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/31/2022 2:32:39 PM
Certified Delivered Security Checked 2/1/2022 1:29:11 PM
Signing Complete Security Checked 2/1/2022 1:30:41 PM
Completed Security Checked 2/1/2022 1:30:51 PM
Payment Events Status Timestamps