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HomeMy WebLinkAboutStaff Report 2211-0394CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, January 23, 2023 Council Chambers & Hybrid 5:00 PM AGENDA ITEM COVER PAGE 4.Approval of a General Services Agreement Contract Number C23185605 with Linko Technology, Inc. for the Amount of $219,447 Over a Seven-Year Term for Pretreatment Program Software CITY COUNCIL STAFF REPORT From: City Manager Report Type: CONSENT Lead Department: Public Works Meeting Date: January 23, 2023 TITLE Approval of a General Services Agreement with Linko Technology, Inc. (Contract C23185605) in the Amount of $219,447 Over a Seven-Year Term for Pretreatment Program Software RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute the attached general services contract with Linko Technology, Inc. in an amount not to exceed $219,447 for a seven-year software subscription to manage the Regional Water Quality Control Plant’s Pretreatment Program data. The contract amount includes $199,497 for basic services and $19,950 for related, additional but unforeseen work that may develop during the contract (additional services). BACKGROUND The Regional Water Quality Control Plant (RWQCP) is required to have a Pretreatment Program that controls and monitors industrial discharges to the RWQCP per its National Pollutant Discharge Elimination System (NPDES) Permit and as specified in the federal Pretreatment Regulations (Title 40 of the Code of Federal Regulations, Part 403). The City of Palo Alto Public Works Pretreatment Program permits, inspects, and conducts monitoring (i.e., sampling of discharge) on the industrial waste activities of industries and commercial dischargers located in the East Palo Alto Sanitary District, Los Altos, Los Altos Hills, Palo Alto, and Stanford University. While Mountain View permits and inspects industrial waste activities in their jurisdiction, the City of Palo Alto Public Works Pretreatment Program conducts monitoring of those facilities. These regulated businesses include, but are not limited to, research and development facilities, metal finishers, photographic processors, dentists, vehicle service facilities, and machine shops. The Pretreatment Program utilizes a software database to effectively manage thousands of data points collected annually on the permitting and monitoring requirements for what is currently 111 facilities. Prior to 2019, staff utilized a custom-made software created and managed by Computing Solutions Group for more than 20 years. In 2019, Pretreatment Program Management recognized the need to update the software and identified the custom-made software as a vulnerability for this highly regulated Program. As such, the Pretreatment Program Management at that time went through a request for proposals (RFP) to find a product that met Program needs while also providing a larger support system for troubleshooting and maintaining data. After extensive review of the proposals and the software capabilities, LinkoCTS (a commercial off-the-shelf software) was confirmed as the best fit and was selected to manage the Pretreatment Program data. The City then entered into Professional Services Agreement No. S19174949 with Linko Technology, Inc. for transition over to the new software and three years of software hosting and support.1 After contracting in 2019, City staff spent over five months on-boarding in order to migrate existing data from the previous database, set up and confirm user accounts, and conduct initial training. After formal on-boarding with Linko Technology, Inc. staff, City Pretreatment Program staff spent an additional year on in-house training and developing Standard Operating Procedures tailored to LinkoCTS to ensure optimal use for City-specific processes. This software has since become an integral part of the Pretreatment Program's effort to manage the large amount of data generated from monitoring events, industrial permits, and various reporting processes to ensure compliance with federal Pretreatment regulations. The current agreement with Linko Technologies, Inc. expired October 28, 2022, and staff is seeking a new agreement with Linko Technology, Inc to continue use of this software and support (Attachment A). ANALYSIS Linko Technology, Inc. is the sole developer and producer of this proprietary software. Linko Technology, Inc., is the only organization authorized to provide Linko Software, implementation services, training, or support of the LinkoCTS software. Staff is satisfied with this new software and recommends continuing on this platform. As such, staff did not conduct a solicitation and instead received an exemption from solicitation approval, per Palo Alto Municipal Code 2.30.360 (b)(2), which allows an exemption when “due to circumstances beyond the control of the city, the time necessary to use the competitive solicitation process, procedures and requirements would result in a substantial economic loss to the city or the substantial interference with a required city operation”. TIMELINE There are no service impacts anticipated with renewing the LinkoCTS subscription and support service. The Consultant is expected to provide hosting and support of the software for seven 1 Contract No. S19174949 with Linko Technology, Inc, 2019 https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality-control-plant/files-for-staff- reports/contract-s19174949-linko-technology.pdf years. Work is expected to begin in February 2023 and conclude in February 2030. Software services and troubleshooting support will seamlessly continue with this new agreement. FISCAL/RESOURCE IMPACT The Linko Technology, Inc. contract amount is not to exceed $219,447 at the end of the seven- year term, which includes $199,497 for basic services and $19,950 for related, additional but unforeseen work that may develop during the contract. Funding of $20,343 for this agreement is available in the Fiscal Year 2023 Adopted Budget in the Wastewater Treatment Fund. Funding for future years of the contract will be subject to Council appropriation as part of the annual budget process. POLICY IMPLICATIONS This project is in conformance with the City of Palo Alto Comprehensive Plan and does not represent any changes to existing City policies. STAKEHOLDER ENGAGEMENT Use of the Pretreatment Program software does not involve public meetings or other stakeholder engagement; primary users of the software are City staff. ENVIRONMENTAL REVIEW Council action on this item is not a project as defined by the California Environmental Quality Act (CEQA) because the award of a contract for Pretreatment Program software hosting and support services is a continuing administrative or maintenance activity. CEQA Guidelines section 15378(b)(2). ATTACHMENTS Attachment A: Linko Technology, Inc. Contract, C23185605 APPROVED BY: Brad Eggleston, Director Public Works/City Engineer Report #: 2211-0394 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 1 of 33 Form Rev. March 29, 2018 CITY OF PALO ALTO CONTRACT NO. C23185605 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 23rd day of January, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and LINKO TECHNOLOGY, INC., a Washington corporation and wholly owned subsidiary of Aquatic Informatics Inc., located at 1999 Broadway, Suite 830, Denver, CO 80202, Telephone Number: (602) 809-2509 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: “A” - Scope of Services “B” - Schedule of Performance “C” - Schedule of Fees “D” - Insurance Requirements “E” – Information Privacy Policy “F” – Cybersecurity Terms & Conditions CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from March 1, 2023 to February 28, 2030 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Two Hundred and Nineteen Thousand Four Hundred and Forty Seven dollars ($219,447.00). DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 2 of 33 Form Rev. March 29, 2018 CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of Nineteen Thousand Nine Hundred and Fifty dollars ($19,950.00) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. 6.COMPENSATION DURING ADDITIONAL TERMS. CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR 7.CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”. This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is: Isabel Zacharczuk, Dept.: Public Works, Watershed Protection, Telephone: (650) 329- 2585. Invoices shall be submitted based on the Invoice Schedule in Exhibit C: Schedule of Fees. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 3 of 33 Form Rev. March 29, 2018 A.ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B.QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C.INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D.SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E.TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F.COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G.PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR 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, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H.DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 4 of 33 Form Rev. March 29, 2018 private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 5 of 33 Form Rev. March 29, 2018 Insurance must be provided by companies with a Best’s Key Rating of A-:VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR 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 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 6 of 33 Form Rev. March 29, 2018 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR 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 this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 7 of 33 Form Rev. March 29, 2018 V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. 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. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR 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, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR 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. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 8 of 33 Form Rev. March 29, 2018 This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 9 of 33 Form Rev. March 29, 2018 At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. [For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10- day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO LINKO TECHNOLOGY, INC. ______________________________ By________________________________________ City Manager Name _____________________________________ Title_______________________________________ Telephone: _______________________________ Approved as to form: ___________________________ City Attorney or Designee DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 VP Sales 604-657-4859 James Reyes CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 10 of 33 Form Rev. March 29, 2018 EXHIBIT A SCOPE OF SERVICES BACKGROUND The Palo Alto Regional Water Quality Control Plant (RWQCP) regulates wastes discharged to the sanitary sewer from industrial and commercial facilities located within its service area through its Regulatory Compliance Program. Operations within the Industrial Waste Discharge Program involve issuing discharge permits, collecting wastewater samples, and processing period compliance reports from industrial and commercial users. To manage the data for the Regulatory Compliance Program, the RWQCP requires CONSULTANT services to continue maintaining a hosted database and software solution hereafter referred to as “Pretreatment Information Management System” (PIMS). The new PIMS was contracted in 2019 and went live in 2020 to replace the RWQCP’s previous site-specific PIMS. The hosted service shall include software and/or service implementation, configuration, training, tailoring and testing as follows: SCOPE OF SERVICES Task 1.0 Year 1 PIMS Hosting and Software Subscription CONSULTANT shall host PIMS as an offsite cloud service and shall support no more than 6 concurrent City users. PIMS shall be provided as an annual subscription service that includes software support, maintenance, and updates, in accordance with the terms set forth in Exhibit A-1. CONSULTANT shall provide hosting and support for the following software modules: • LinkoCTS • LabSync 2.0 • Remote Inspector • Sampling Assistant • Remote Sampler • RDP User(s) • Aquatic Academy User(s) Task 2.0 Year 2 PIMS Hosting and Software Subscription CONSULTANT shall host PIMS as an offsite cloud service and shall support no more than 6 concurrent City users. PIMS shall be provided as an annual subscription service that includes software support, maintenance, and updates, in accordance with the terms set forth in Exhibit A-1. CONSULTANT shall provide hosting and support for the following software modules: • LinkoExchange • LinkoCTS • LabSync 2.0 • Remote Inspector • Sampling Assistant DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 11 of 33 Form Rev. March 29, 2018 • Remote Sampler • RDP User(s) • Aquatic Academy User(s) Task 3.0 Year 3 PIMS Hosting and Software Subscription Services CONSULTANT shall host PIMS as an offsite cloud service and shall support no more than 6 concurrent City users. PIMS shall be provided as an annual subscription service that includes software support, maintenance, and updates, in accordance with the terms set forth in Exhibit A-1. CONSULTANT shall provide hosting and support for the following software modules: • LinkoExchange • LinkoCTS • LabSync 2.0 • Remote Inspector • Sampling Assistant • Remote Sampler • RDP User(s) • Aquatic Academy User(s) Task 4.0 Year 4 PIMS Hosting and Software Subscription Services CONSULTANT shall host PIMS as an offsite cloud service and shall support no more than 6 concurrent City users. PIMS shall be provided as an annual subscription service that includes software support, maintenance, and updates, in accordance with the terms set forth in Exhibit A-1. CONSULTANT shall provide hosting and support for the following software modules: • LinkoExchange • LinkoCTS • LabSync 2.0 • Remote Inspector • Sampling Assistant • Remote Sampler • RDP User(s) • Aquatic Academy User(s) Task 5.0 Year 5 PIMS Hosting and Software Subscription Services CONSULTANT shall host PIMS as an offsite cloud service and shall support no more than 6 concurrent City users. PIMS shall be provided as an annual subscription service that includes software support, maintenance, and updates, in accordance with the terms set forth in Exhibit A-1. CONSULTANT shall provide hosting and support for the following software modules: • LinkoExchange • LinkoCTS • LabSync 2.0 • Remote Inspector DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 12 of 33 Form Rev. March 29, 2018 • Sampling Assistant • Remote Sampler • RDP User(s) • Aquatic Academy User(s) Task 6.0 Year 6 PIMS Hosting and Software Subscription Services CONSULTANT shall host PIMS as an offsite cloud service and shall support no more than 6 concurrent City users. PIMS shall be provided as an annual subscription service that includes software support, maintenance, and updates, in accordance with the terms set forth in Exhibit A-1. CONSULTANT shall provide hosting and support for the following software modules: • LinkoExchange • LinkoCTS • LabSync 2.0 • Remote Inspector • Sampling Assistant • Remote Sampler • RDP User(s) • Aquatic Academy User(s) Task 7.0 Year 7 PIMS Hosting and Software Subscription Services CONSULTANT shall host PIMS as an offsite cloud service and shall support no more than 6 concurrent City users. PIMS shall be provided as an annual subscription service that includes software support, maintenance, and updates, in accordance with the terms set forth in Exhibit A-1. CONSULTANT shall provide hosting and support for the following software modules: • LinkoExchange • LinkoCTS • LabSync 2.0 • Remote Inspector • Sampling Assistant • Remote Sampler • RDP User(s) • Aquatic Academy User(s) SUPPORT AND MAINTENANCE OF SERVICE OFFERINGS Description of Service Offerings obtained by Subscriber: Provide software implementation and training for PIMS (the “Service Offerings”). Tasks include the migration of data from the City’s existing database into PIMS. Consultant shall perform customization and or tailoring of the software package to ensure it meets the requirements described in Sections A and B of Exhibit A (Scope of Services) of the Agreement. Consultant shall train City staff on PIMS and provide training materials for Industrial Users on the PIMS electronic document/data submission process. DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 13 of 33 Form Rev. March 29, 2018 A. Support and maintenance is provided with all Service Offerings. Consultant will maintain the Service Offerings at the latest release making new enhancements and improvements available as part of Consultant's development methodology. In addition to regular maintenance of the Service Offerings, Consultant will support City by answering queries from technically-trained users designated by Subscriber and resolve such queries in manner set out below 1.0 DEFINITIONS (a) “Case priority 1” means the Service Offering is causing data loss or a system outage with no work around; (b) “Case priority 2” means the Service Offering doesn’t work as per the Documentation with no work around; (c) “Case priority 3” means the Service Offering doesn’t work as per the Documentation and a work around exists; (d) “Case priority 4” means the Service Offering doesn’t work as expected and the desired functionality is not in the Documentation; (e) “Case priority 5” means the case is an enhancement request; (f) “Documentation” means the instruction manual or help on the Service Offering; (g) “Operating Hours” are 7:30 am – 5:00 pm (Mon – Fri) Pacific Time excluding Province of British Columbia and Canadian statutory holidays via the Vancouver, Canada office, and 9:00 am - 5:00 pm (Mon – Fri) Australian Eastern Time excluding Tasmanian and Australian statutory holidays via the Hobart, Australia office; (h) “Resolution” means one or more of the following outcomes: a) a mutually acceptable work around, b) a configuration/data change or c) a Service Offering Change; (i) “Service Offering Change” means changes to Service Offering functionality; 2.0 SUPPORT AND MAINTENANCE SERVICES 2.1 Description of Services. During any Subscription Term and subject to the provisions of this Agreement, Consultant will use commercially reasonable efforts to provide the following Support and Maintenance Services: (a) Live telephone support with a support representative during Operating Hours; (b) Email support during Operating Hours; (c) Live Web conferencing with a support representative during Operating Hours where required to understand the support case; (d) Case tracking through our online case tracking system; and (e) Access to an online Support Portal 24 hours a day, 7 days a week. 2.2 Support Service Level Agreement Case Priority Initial Response Target Time to Resolution 1 1 business day or sooner 2 business days 2 1 business day 3 business days DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 14 of 33 Form Rev. March 29, 2018 3 1 business day 10 business days 4 1 business day At Consultant’s discretion 5 At Consultant’s discretion At Consultant’s discretion (a) Initial Response and Target Time to Resolution time periods start once a case is logged in with a Consultant support representative or in Consultant’s Support Portal. (b) Resolution times may exceed the Target Time to Resolution time targets depending on the complexity involved in determining the root cause of the case and the complexity of finding a resolution for it. Should this situation arise for priority 1 or 2 cases, the City will be provided a credit towards their next Annual Subscription Fee calculated as follows: a. Credit = Annual Subscription Fee X ((Number of business days in excess of Target Time in a given Subscription Term) / (Total Number of business days in the same Subscription Term)) (c) The credit for any Subscription Term cannot exceed the Annual Subscription Fee. (d) Subscription Term Credits can only be used as a rebate toward the purchase of a subsequent Subscription Term and otherwise has no cash value. (e) Subscription Term Credits are City’s sole remedy if resolution times exceed the Target Time to Resolution. 2.3 Resolution of Service Offering Anomaly. A Service Offering anomaly will be considered to be resolved when: (a) The Service Offering is working in substantial accordance with the Documentation when operated on the supported hardware, operating system and peripheral as designated by Consultant; or (b) Consultant has advised the City of one of the following: (i) how to correct or bypass the Service Offering anomaly; (ii) that the anomaly falls within an exception to this Agreement. 3.0 EXCEPTIONS 3.1 Support and Maintenance Exclusions Maintenance and Support Services are not provided for and do not apply to: (a) Third party software and middleware or services; (b) When the City is in breach of this Agreement or any other agreement between the Company and the City; (c) Service Offerings that are improperly implemented; DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 15 of 33 Form Rev. March 29, 2018 (d) Hardware, peripherals (including printers) or software other than the Service Offering; (e) Anomalies in the Service Offering that are not reproducible; or (f) Anomalies, damage or problems in the Service Offering or its operation caused by: i. an incompatible or non-functioning configuration, operating system or hardware system; ii. accident, abuse or misapplication for which Consultant is not responsible; iii. malfunction or non-performance of products supplied by third parties; iv. use contrary to its intended purpose or contrary to the Documentation; or v. any other matters beyond Consultant’s control. 3.2 Third Party Vendors. The City will look solely to the third party vendors of third party software, middleware, hardware or peripheral if there are any anomalies, damage or problems to the Services Offering in or caused by such software, middleware, hardware and/or peripheral. 3.3 Interfaces. Consultant will not be responsible for any of the City’s integration requirements for the Services Offering resulting from a City’s use of third party vendors who may not integrate with the Services Offering. 3.4 Service Commitment Consultant will use commercially reasonable efforts to make Service Offerings available with a Monthly Uptime Percentage (defined below) of at least 99.9%, in each case during any calendar month (the “Service Commitment”). In the event Service Offerings do not meet the Service Commitment, City will be eligible to receive a Service Credit as described below. Definitions 1) “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which Service Offerings, as applicable, was “Unavailable.” Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Service Offerings SLA Exclusion (defined below). 2) “Unavailable” means Your Service Offering has no external (to/from internet) connectivity. 3) A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible account. Service Commitments and Service Credits DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 16 of 33 Form Rev. March 29, 2018 Service Credits are calculated as a percentage of the total monthly-equivalent charges paid by City (excluding one-time payments such as upfront payments made for initial instance setup) for Service Offerings in accordance with the schedule below. Monthly Uptime Percentage Service Credit % Less than 99.9% but equal to or greater than 99.0% 10% Less than 99.0% 30% Consultant will apply any Service Credits only against future Service Offerings payments otherwise due from City. Service Credits will not entitle you to any refund or other payment from Consultant. A Service Credit will be applicable and issued only if the credit amount for the applicable billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other billing account. Unless otherwise provided in the Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide Service Offerings is the receipt of a Service Credit (if eligible) in accordance with the terms of this Schedule. Credit Request and Payment Procedures To receive a Service Credit, City must submit a claim by opening a support case with Consultant. To be eligible, the credit request must be received by us no later than calendar 15 days after the unavailability incident occurred and must include: 1) the words “Service Offerings SLA Credit Request” in the subject line; 2) the dates and times of each Unavailability incident that you are claiming; 3) the URL(s) to the affected Service Offerings instance(s); and 4) City request logs that document the errors and corroborate City’s claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks). If the Monthly Uptime Percentage of such request is confirmed by Consultant and is less than the Service Commitment, then Consultant will issue the Service Credit to City within one month after City’s request is confirmed by us. City’s failure to provide the request and other information as required above will disqualify City from receiving a Service Credit. Service Offerings SLA Exclusions The Service Commitment does not apply to any unavailability, suspension or termination of Service Offerings, or any other Service Offerings performance issues: (i) that result from a suspension of City’s Service Offering for reasons set out in the Agreement; (ii) caused by factors outside of consultant’s reasonable control, including any force majeure event or Internet access or related problems beyond the DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract C23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 17 of 33 Form Rev. March 29, 2018 demarcation point of the infrastructure provider for Service Offerings); (iii) that result from any actions or inactions of City or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that result from failures of individual instances not attributable to Service Offerings Unavailability; (vi) that result from any maintenance as provided for pursuant to the Agreement; (vii) arising from Consultant’s suspension and termination of City’s right to use Service Offerings in accordance with the Agreement; or (viii) arising from downtime related to scheduled maintenance windows (defined below) (collectively, the “Service Offerings SLA Exclusions”). If availability is impacted by factors other than those used in Consultant’s Monthly Uptime Percentage calculation, then Consultant may issue a Service Credit considering such factors at Consultant’s discretion. Scheduled Maintenance Windows From time to time, City’s Service Offering instance may require maintenance to upgrade or repair hardware or software that will cause downtime and therefore unavailability to City. We will notify City at least 7 calendar days before such maintenance is required and provide an estimate of the duration required to perform the maintenance. Most maintenance can be performed with less than 2 hours of downtime but some may take longer. Consultant will work with City to schedule a start time & date for the maintenance (a scheduled maintenance window) that is mutually acceptable to City and Consultant. Once maintenance has started at the agreed time, Consultant will use commercially reasonable efforts to return City’s Service Offerings instance(s) to service within the estimated duration window – but this will not always be possible due to unforeseen complications that may arise. Scheduled Maintenance Windows are excluded from the Service Offerings SLA. DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 18 of 33 Form Rev. March 29, 2018 EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services according to the following schedule: Milestones Completed By Task 1.0 February 29, 2024 Task 2.0 February 28, 2025 Task 3.0 February 28, 2026 Task 4.0 February 28, 2027 Task 5.0 February 29, 2028 Task 6.0 February 28, 2029 Task 7.0 February 28, 2030 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 19 of 33 Form Rev. March 29, 2018 EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. BUDGET SCHEDULE FIXED FEE Task 1 (PIMS Hosting and Software Support) $20,343 Task 2 (PIMS Hosting and Software Support) $28,852 Task 3 (PIMS Hosting and Software Support) $29,247 Task 4 (PIMS Hosting and Software Support) $29,647 Task 5 (PIMS Hosting and Software Support) $30,054 Task 6 (PIMS Hosting and Software Support) $30,468 Task 7 (PIMS Hosting and Software Support) $30,886 Sub-Total Basic Services $199,497 Reimbursable Expenses $0.00 Additional Services $19,950 Maximum Total Compensation $219,447 INVOICE SCHEDULE CONSULTANT shall invoice the City as follows: • 100% of Task 1 by February 1, 2023. • 100% of Task 2 by February 1, 2024. • 100% of Task 3 by February 1, 2025. • 100% of Task 4 by February 1, 2026. • 100% of Task 5 by February 1, 2027. • 100% of Task 6 by February 1, 2028. • 100% of Task 7 by February 1, 2029. DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 20 of 33 Form Rev. March 29, 2018 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, 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. $2,000,000 $2,000,000 $2,000,000 $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 LIABILITYARISING FROM UNAUTHORIZED ACCESS TO, USE OF, OR TAMPERING WITH COMPUTERS OR COMPUTER SYSTEMS, INCLUDING HACKERS, EXTORTION, AND (ii) LIABILITY ARISING FROM INTRODUCTION OF ANY FORM OF MALICIOUS SOFTWARE INCLUDING COMPUTER VIRUSES INTO, OR OTHERWISE CAUSING DAMAGE TO THE CITY’S OR THIRD PERSON’S COMPUTER, COMPUTER SYSTEM, NETWORK, OR SIMILAR COMPUTER RELATED PROPERTY AND THE DATA, SOFTWARE AND PROGRAMS THEREON. CONTRACTOR SHALL MAINTAIN IN FORCE DURING 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: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 21 of 33 Form Rev. March 29, 2018 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. ALL DAMAGES $2,000,000 $2,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY EACH PERSON EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. 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 “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 22 of 33 Form Rev. March 29, 2018 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO. DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 23 of 33 Form Rev. March 29, 2018 EXHIBIT E INFORMATION PRIVACY POLICY DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 24 of 33 Form Rev. March 29, 2018 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 25 of 33 Form Rev. March 29, 2018 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 26 of 33 Form Rev. March 29, 2018 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 27 of 33 Form Rev. March 29, 2018 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 28 of 33 Form Rev. March 29, 2018 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 29 of 33 Form Rev. March 29, 2018 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 30 of 33 Form Rev. March 29, 2018 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 31 of 33 Form Rev. March 29, 2018 EXHIBIT F CYBERSECURITY TERMS AND CONDITIONS DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 32 of 33 Form Rev. March 29, 2018 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 CPA Contract S23185605 – Linko Technology Inc City of Palo Alto General Services Agreement Page 33 of 33 Form Rev. March 29, 2018 DocuSign Envelope ID: 784B7CE1-45CA-4E21-B871-71E788908C11 Dear Mayor and Council Members: On behalf of City Manager Ed Shikada, please find below the staff responses to questions from Councilmembers Lythcott-Haims, Tanaka, and Veenker regarding the Monday, January 23 Council Meeting consent agenda items 4, 7, and 11. Item 4: Approval of a General Services Agreement Contract Number C23185605 with Linko Technology, Inc. for the Amount of $219,447 Over a Seven-Year Term for Pretreatment Program Software 1. How was it determined that LinkoCTS was the best fit for their needs? What factors were considered? Staff response: As described in the staff report, the City issued a Request for Proposals (RFP) in 2019 to select a new software tool for meeting the regulatory requirements for the Pretreatment Program. The RFP resulted in two responsive bidders, LinkoCTS and enfoTech & Consulting Inc. Following interviews and software demonstrations, staff confirmed that LinkoCTS was the better fit as it provided the following attributes: 1) Is cost effective (Linko was the lowest bidder) 2) Is relatively easy to use 3) Has a reliable support system for troubleshooting and software maintenance 4) Could be used remotely while in the field 5) Could organize 1000s of data points annually and store historical data for years 6) Could generate chain of custody forms and inspection reports 7) Could streamline reporting requirements Item 7: Parks and Recreation Commission Recommendation to Adopt an Ordinance Amending PAMC Section 22.04.220 to Regulate Electric Bicycles and Electric Coasting Devices in Parks and Open Spaces 1. How will staff implement this in order to avoid confusion for users? Staff response: To help open space and park visitors understand the new e-bike and electric conveyances rules, staff will conduct targeted communication through the following: • Install new signs in open space and parks areas • Provide the information on the webpage • Send updates on social media • Park Rangers will explain the rules to people they contact on the trails • We will ask our parks and open space partners (Grassroots Ecology, Environmental Volunteers, the Friends of Foothills, etc.) to help spread the word to program participants and park visitors 2. How should council reconcile the perspectives offered from PRC and PABAC? Staff response: On November 1, 2022, PABAC passed a motion stating that they do not support the draft E-bike guidelines. PABAC also formed an Ad Hoc Committee to continue to work on the issue of e-bikes in open space and parks. On November 22, the PRC E-bike Ad Hoc Committee met with the PABAC Ad Hoc Committee and discussed the issues. They agreed on everything in the proposed e-bike policy, except allowing e-bikes on unpaved trails at the Baylands Nature Preserve. Both Ad Hoc Committees agreed to continue to meet going forward to continue discussing e-bikes. The PRC and staff recognize e-bike and other electric conveyance usage is evolving. We will continue to monitor impacts, learn from the experiences of neighboring agencies, continue discussions with PABAC, and incorporate appropriate elements of the Bicycle Pedestrian Transportation Plan Update (once it is completed). Item 11: Adopt a Resolution Establishing the Council Annual Calendar of Meetings, Breaks, and Council Events for Calendar Year 2023 1. On Attachment A (2023 City Council and Committee Calendar), January 30, 2023 is italicized in the Council column, but I don't see a legend that indicates the meaning for that. Does it indicate that it is not one of the default first three Mondays, but is a planned meeting date because of MLK day? Staff response: The legend is at the bottom of the table and notes that the italicized dates are alternative meeting dates. Here is the screenshot: The January 30th date should be listed as a Council meeting date instead of in italics as an alternate date due to the Council asking to have a meeting on this date to consider further discussion on the Council Procedures and Protocols (this would allow for extended conversation on this item). 2. I note that the last Monday is also italicized for March, but it says Alt on the calendar in Attachment B (it does not say Alt for January). Are you proposing that we meet on the last Mondays of January and February due to holidays, but the last Mondays of March and May are back ups? If so, can we indicate that on Attachment A? And why is the last Monday of April omitted? Staff response: The Council calendar typically includes meetings on the first 3 Mondays of the month which is why March and May show the 4th Mondays as Alternative meeting dates. January and February both have holidays that land on one of the regularly scheduled Council meetings, therefore, staff assumed the Council would recommend using the 4th Monday as a replacement meeting date. This difference in assumption due to holiday conflicts is why the January and February dates were not listed as “alternative” dates but regular meetings. The 4th Mondays in March, April, and May can be listed as Alternative meeting dates. 3. February P&S meeting is at 7 pm on Valentine's Day. Can committee members agree to move it so long as sufficient public notice is given? Staff response: Yes, if it is of the Committee's interest, this regular P&S meeting can be rescheduled to another date that works for the Committee members and staff. The Clerk's Office would poll the Committee to land on a date and would post a cancellation notice for the listed Feb. 14th meeting date.