HomeMy WebLinkAboutStaff Report 2407-3320CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, December 02, 2024
Council Chambers & Hybrid
5:30 PM
Agenda Item
9.Approval of Contract Amendment Number 1 to Contract Number C23186719 with
CivicPlus, LLC in the amount of $48,265 for Additional Features and Security for Existing
Recreation Management Software for a new not-to-exceed of $783,330; CEQA Status –
Not a Project.
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Community Services
Meeting Date: December 2, 2024
Report #:2407-3320
TITLE
Approval of Contract Amendment Number 1 to Contract Number C23186719 with CivicPlus, LLC
in the amount of $48,265 for Additional Features and Security for Existing Recreation
Management Software for a new not-to-exceed of $783,330; CEQA Status – Not a Project.
RECOMMENDATION
Staff recommends the City Council approve and authorize the City Manager or designee to
execute Amendment No. 1 to Contract C23186719 (Attachment A), with CivicPlus, LLC for
additional facility rental features and added cybersecurity with the Recreation Management
software in an amount not to exceed $48,265 for Recreation Management Software. This
amendment results in a revised total contract not-to-exceed amount of $783,330 through
December 31, 2028.
BACKGROUND
The Community Services Department (CSD) uses the Recreation Management Software CivicPlus,
LLC, formerly known as CivicRec, to process program registrations, facility rentals, field rentals,
membership sales, ticket sales, and point of sale transactions throughout the department.
The current contract, approved on January 23, 2023 (CMR 2301-0764)1, with CivicPlus covers
the term of January 1, 2023 through December 31, 2028, this includes $705,836 for basic
services and $29,229 for the performance of additional services.
In September 2024, CSD initiated task order 1 to transition to a dedicated hosting platform for
increased cyber-security and ease of access for our community during high usage times. This
task order absorbed the $29,229 allocated for additional services. Dedicated hosting with
CivicPlus is normally $20,000 per year, after negotiations with CivicPlus, staff was able to
acquire dedicated hosting for $5,000 per year for the rest of our time utilizing the Recreation
Management Platform.
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ANALYSIS
The current fee schedule reflects the industry average of service rates increasing at 5% per
year. The City’s contract states that CivicPlus reserves the right to reevaluate our annual
transaction volume and adjust our annual fees if we are surpassing our projected goals.1 This
amendment addresses two operational cost factors: 1) the City has surpassed projected
transaction and revenue goals, causing our current annual fees to be lower than the average of
what we should be charged and 2) CivicPlus has increased our fees to 1.2% higher than the
current contract rates. In addition, these two operational cost factors allow the City to have
rates lower than new clients using the platform. CivicPlus, Recreation Management, has made
additional enhancements to their system that the City has immediate access, including, but not
limited to:
•An equipment rental feature to help manage inventory of items available to rent with or
without a reservation of facilities (e.g., sporting equipment, tables, chairs, A/V
equipment.)
•Addition of single sign-on (SS) services for all organizations using CivicPlus’ Recreation
Management solution.
•Enhanced cybersecurity protections and hosting enhancements that leverage Amazon
Web Services’ solutions to safeguard administrative and resident data from continually
evolving cyber threats and digital extortionists.
When CivicPlus presented the City with the cost increase, staff conducted a market survey by
meeting with a variety of service providers to compare cost, discuss features and functionality
of the alternatives, and the City’s required functionalities of a new system. At this time, no
alternatives were identified that could support all CSD’s current needs that would result in
minimal service disruption. As a result, an exemption to competitive solicitation pursuant to
Palo Alto Municipal Code section 2.30.360(b2) was approved by the City Manager.
FISCAL/RESOURCE IMPACT
The contract with CivicPlus provides the authority for the contractor to increase fees given
certain conditions outlined above. CivicPlus has accordingly increased our fees by 1.2% each
fiscal year. This increase is only reflected for the annual fee, the dedicated hosting fees will
remain at $5,000. With this 1.2% increase we are also acquiring a new equipment rental feature
and increased cyber security. Funding for this contract is available in the Fiscal Year 2025
Adopted Operating Budget approved by City Council on June 17, 2024. Funding for future years
is subject to City Council approval through the annual budget process.
1 City Council, January 23, 2023; Agenda Item #10; SR #23-1098,
https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=2296
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Table # 1 CivicPlus Annual Fee Breakdown
Fiscal Year
Original
Contract
Annual Fee
Amended
Annual Fee
Dedicated
Hosting Fee Contingency
Cost
Increase/
Fiscal Year**
Total per
Fiscal
Year
FY23 Jan 1-
June 30*$50,378 PAID N/A --$50,378
FY24 $105,793 PAID N/A --$105,793
FY25 $111,082 $111,082 $4,290 $5,000 $9,290 $120,372
FY26 $116,636 $124,802 $5,000 $5,000 $18,166 $134,802
FY27 $122,469 $131,042 $5,000 $5,000 $18,573 $141,042
FY28 $128,591 $137,594 $5,000 $5,000 $19,003 $147,594
FY29 July 1-
Dec 31*$70,887 $75,849 $2,500 $5,000 $12,462 $83,349
TOTALS:$77,494 $783,330
*Prorated for partial year.
**Cost increase per fiscal year does not reflect contingency funds from the original contract being
utilized.
STAKEHOLDER ENGAGEMENT
Staff worked closely with the contractor and the Purchasing Division during the development of
this contract amendment.
ENVIRONMENTAL REVIEW
This contract for software does not constitute a Project as defined by the California
Environmental Quality Act (CEQA).
ATTACHMENTS
Attachment A: Contract with CivicPlus, LLC; C23186719, Amendment No. 1
APPROVED BY:
Kristen O'Kane, Community Services Director
Vers.: Aug. 5, 2019
Page 1 of 10
AMENDMENT NO. 1 TO CONTRACT NO. C23186719
BETWEEN THE CITY OF PALO ALTO AND
CIVICPLUS, LLC
This Amendment No. 1 (this “Amendment”) to Contract No. C23186719 (the “Contract”
as defined below) is entered into as of October 21, 2024, by and between the CITY OF PALO ALTO,
a California chartered municipal corporation (“CITY”), and CIVICPLUS, LLC, a Kansas Limited
Liability Company, located at 302 S. 4th Street, Suite 500, Manhattan, Kansas, 66502
(“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this
Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties
hereto for the provision of providing support for CivicRec Recreation Management Software, as
detailed therein.
B. The Parties now wish to amend the Contract in order to (1) added platform hosting
to scope, and (2) increase compensation by and additional Forty-Eight Thousand Two Hundred
Sixty-Five Dollars ($48,265) from Seven Hundred Thirty-Five Thousand Sixty-Five Dollars
($735,065.00) to Seven Hundred Eighty-Three Thousand Three Hundred Thirty Dollars
($783,330.00), as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions
of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C23186719
between CONSULTANT and CITY, dated January 26, 2023,
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 4 entitled “NOT TO EXCEED COMPENSATION” of the Contract is
hereby amended to read as follows:
The compensation to be paid to CONSULTANT for performance of the Services shall be based
on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including
any reimbursable expenses specified therein, and the maximum total compensation shall not
exceed Seven Hundred Fifty-Eight Thousand, Three Hundred Thirty Dollars ($758,330).
The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF
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RATES.” Any work performed or expenses incurred for which payment would result in a total
exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
“ Optional Additional Services Provision (This provision applies only if checked and a not to-
exceed compensation amount for Additional Services is allocated below under this Section
4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not-to-
exceed compensation amount of Twenty-Five Thousand Dollars ($25,000) for the performance
of Additional Services (as defined below). The total compensation for performance of the
Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not
exceed Seven Hundred Eighty-Three Thousand, Three Hundred Thirty-Three Dollars
($783,330), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the
proper completion of the Project, but which is not included within the Scope of Services
described at Exhibit A. CITY may elect to, but is not required to, authorize Additional
Services up to the maximum amount of compensation set forth for Additional Services in this
Section 4. CONSULTANT shall provide Additional Services only by advanced, written
authorization from CITY as detailed in this Section. Additional Services, if any, shall be
authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager,
as identified in Section 13 (Project Management). Each Task Order shall be in substantially
the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”.
Each Task Order shall contain a specific scope of services, schedule of performance and
maximum compensation amount, in accordance with the provisions of this Agreement.
Compensation for Additional Services shall be specified by CITY in the Task Order, based
on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set
forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s
Project Manager within the time specified by the Project Manager, and upon authorization
by CITY (defined as counter-signature by the CITY Project Manager), the fully executed
Task Order shall become part of this Agreement. The cumulative total compensation to
CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the
amount of compensation set forth for Additional Services in this Section 4. CONSULTANT
shall only be compensated for Additional Services performed under an authorized Task Order
and only up to the maximum amount of compensation set forth for Additional Services in
this Section 4. Performance of and payment for any Additional Services are subject to all
requirements and restrictions in this Agreement.”
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SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as
indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are
hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES
PREVIOUS.
b. Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES
PREVIOUS.
SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of
the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives
executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney or designee
CIVICPLUS, LLC
Officer 1
By:
Name: Amy Vikander
Title:
Officer 2
By:
Name: Cole Cheever
Attachments:
Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS.
Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS.
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Sr. VP of Customer Success
Senior Vice President of Operations
Vers.: Aug. 5, 2019
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EXHIBIT A
SCOPE OF SERVICES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”.
Annual services, including but not limited to hosting, support and maintenance services for the
Recreation Management Software System that was implemented by CONSULTANT in August
2019.
1. Recreation Management Software Licensing
2. Software Maintenance Including Service Patches and System Enhancements
3. 24/7 Technical Support and Access to the CivicPlus Community
4. Dedicated Client Success Manager
5. Training
Overview
CONSULTANT agrees to provide a Recreation Management Software System (RMSS) that meets
the current and future needs of CITY’s Community Services Department. This shall be a RMSS
that is commercially available and requires minimal customization to meet the CITY’s needs.
CONSULTANT shall provide a fully hosted (web) solution with minimal local client (PC) software
install which provides staff and customers the greatest flexibility in accessing the software. The
product shall provide a secured Data Center that separates credit card information from the
CITY’s network and overall makes Payment Card Industry (PCI) compliance less costly for the
CITY.
The software solution will enable the CITY to provide excellent customer service both in person
and online for its main business activities including, but not limited to, daily recreation program
administration and registration, facility and field reservations, memberships, payment
processing and reporting. In addition, the system will provide for efficient and effective
business processes and management tools to assist in program administration. Overall ease of
use, including robust data management and reporting capabilities, is critical. The Department
wants to automate and incorporate as many processes as possible.
The software solution must include the ability to create custom catalog and brochures based on
program and activity data. The ideal software will provide an online catalog and brochure
builder that facilitates custom page layouts based on program and activity data, and have the
ability to style, publish and print activity brochures, export data into Adobe InDesign software,
and will be adaptive to the changing needs of the organization and its customers. The
CONSULTANT will provide implementation, project management, technical installation
expertise and on-site training to help speed employee and public acceptance and usage of the
system.
The CONSULTANT will coordinate with the CITY to implement the proposed Project Schedule.
CONSULTANT shall offer a coordinated approach and will specify the type and level of support
anticipated from CITY staff. Part of the project implementation will include weekly, written
status reports, in electronic format, by the vendor’s project manager at a mutually agreed upon
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time after contract award or verbally whenever requested by CITY’s project lead. These status
reports will recap work done and bring attention to anything that may cause a delay in
completing implementation.
Software Components
The RMSS must be user friendly and must be able to manage the creation, operation, billing
and management of a wide variety of recreational programs and rental facilities operated by
the CITY and offered to its residents. The features required are listed in Exhibit A-2 of this
Agreement.
For the purposes of obtaining merchant account services through CP Pay, CITY may utilize the
designated merchant account for CivicRec through an integrated partnership with Elavon
Converge (“CP Pay Merchant”). In the event CITY chooses CP Pay Merchant, CITY will enter into
a merchant account agreement with Elavon Converge. Such agreement’s terms and conditions
will solely ensure to the benefit and obligation of CITY; CONSULTANT shall not be a party to
such agreement. In the event CITY chooses CP Pay Merchant, CONSULTANT will facilitate CITY
and CP Pay Merchant communication for contracting purposes and shall integrate the CP Pay
Merchant account processor at no charge to CITY. CITY agrees to comply with all terms and
conditions of the resulting merchant account agreement and pay all fees required to maintain
the services. If CITY desires to use an integrated merchant account processor gateway besides
the designated CP Pay Merchant, an integration fee will be included in CITY’s implementation
fees. CITY agrees to comply with all terms and conditions of the resulting merchant account
agreement and pay all fees required to maintain the services. CITY acknowledges that the fees
set forth in this SOW do not include any transaction, processing or other fees imposed by CITY’s
merchant account processor. CITY is fully responsible for their relationship with their selected
processor. In no event will CONSULTANT: (i) take part in negotiations, (ii) pay any fees
incumbent on the CITY or merchant account, or (iii) acquire any liability for the performance of
services of any chosen merchant account processor, including CP Pay Merchant. CITY
acknowledges switching to a different merchant account processor after signing this Agreement
may incur additional fees and require a written and signed modification to this Agreement. CITY
shall continue to be responsible for negotiating and executing any merchant account
agreement as described herein for any additional merchant account processor changes.
When CITY uses CP Pay, then CITY may take online credit card payments for certain services or
products they provide via the CITY websites supported by CONSULTANT. As such, through CP
Pay, CONSULTANT facilitates an automated process for redirecting credit card payments to
CITY’s chosen payment gateways / merchant account processors. For card payments,
CONSULTANT will redirect any payments processing to the CITY’s merchant account processor
gateway, and the merchant account processor gateway presents the payment form page and
processes the card payment. CONSULTANT does not transmit, process or store cardholder data
and does not present the payment form. CONSULTANT implements and maintains PCI
compliant controls for the system components and applications that provide the redirection
services only. CITY understands and agrees that CONSULTANT is not liable for any failure of
service or breach of security by any merchant account processor gateway provider selected by
CITY, whether such provider is an Integrated Partner or not.
Technical and Customer Support
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CONSULTANT will provide the CITY will a dedicated Client Success Manager to help implement
the tools needed to successfully meet the level of community engagement that the CITY
desires. Upon Go Live, CITY will have a dedicated Client Success Manager to provide further
information on how to utilize the tools in the CITY’s new CONSULTANT system. The client
success manager will help keep CITY apprised of new CivicPlus products and optimize the RMS.
CONSULTANT will also provide 24/7 access to the CONSULTANT online Help Center where users
can review articles, user guides, FAQs, and can get tips on best practices. The Help Center also
provides our release notes to keep customers in the loop on upcoming enhancements and
maintenance. The Community Forum allows customers to interact with each other, send
CivicPlus feedback and suggestions for future system enhancements, and view trending topics
among members - along with other functional and engaging features and capabilities.
CONSULTANT will also provide maintenance and technical support with the following
parameters:
Data Security
CONSULTANT shall utilize industry standards, insurance requirements, and PCI requirements to
ensure that CONSULTANT is only accessed in the manner it’s intended to be accessed and by
people who are authorized to do so. Methods include:
• Physical security data centers: Netsolace (Tier II), Digital Reality (Tier III), and
Rackspace (Tier III)
• Server firewalls
• Anti-virus scanning
• IP logging and filtering
• Application security monitoring
• Single Sign-On (SSO) for communities using CivicPlus’ Recreation Management
solution
All data centers provide a network operation center with 24/7/365 monitoring of the data
center environment, system availability, and performance. The data centers are SSAE 16
compliant. CONSULTANT shall have policies and procedures in place to ensure continuity and
disaster recovery. CONSULTANT shall utilize local, replicated servers to ensure that copies of
data, software, and files are always available and up to date. These servers can be rolled over in
the event of hardware failure or other local issues. In addition, shall have a process that
encrypts backups once each day and sends them off site for purposes of disaster recovery. This
process shall ensure that they can reconstitute the entire product and underlying data structure
with limited downtime and loss of data.
CP Pay shall maintain a secure, Level 1 PCI DSS certified payment gateway integrated within the
CivicPlus Platform that CITY can use within any CivicPlus solution or third-party product. In
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addition, CONSULTANT shall follow the requirements of Exhibits E (“Information Privacy Policy)
and F (“Vendor Cybersecurity Terms & Conditions”) to this Agreement.
Platform Hosting:
CONSULTANT shall transition CITY to Enterprise Upgrade which will provide the following:
• AWS hosting
• Fully customized Web Application Firewall (WAF), customized for our
application
• OWASP ModSecurity Core Rule Set (protection against the top 10 vulnerabilities
identified by the Open Web Application Security Project (OWASP), such as SQL
injection (SQLi) and cross-site scripting (XSS) attacks
• User Agent Blocking
• Block or challenge visitors by IP address, autonomous system number (ASN) or
country code
• Reputation-based threat protection and collective intelligence (CI) to identify
new threats
• FedRAMP, PCI, DSS, NIST, DIACAP, SOC, and FISMA compliant IT infrastructure
• Reverse Proxy Server
• Dedicated domain name
• SSL for dedicated domain
• DDoS attack protection and migration
• Server-side Caching
• Regional Content Delivery Network
• 2hr guaranteed recovery TIME objective (RTO)
• 1hr guaranteed recovery POINT objective (RPO)
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EXHIBIT C-1
SCHEDULE OF RATES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)
Fiscal Year Annual Fee Dedicated
Hosting Fee
$5,000/year
FY23 (1/1/23-
6/30/23)
6/30/24)
6/30/25) *prorated for
partial year
6/30/26)
6/30/27)
6/30/28)
12/31/28)* *prorated for
partial year
Sub-total for
Services
Contingency
Compensation:
CONSULTANT reserves the right to reassess the historical data and transaction volume annually
to ensure that the Annual Service Fees accurately reflects the transaction volume processed in
the prior year. Should transaction volume no longer reflect the annual fees listed here, the
parties shall meet and confer over any fee adjustments, which will be subject to mutual
agreement and written amendment of this Agreement.
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2. (Optional Additional Services) Enhanced implementation costs for automated exports from
Activenet to CONSULTANT which shall only be charged if requested by City in writing, per
section 4, Additional Services may include, and shall be quoted upon request:
11. Memberships export
12. User Credits export
13. Facilities export
14. Activities export
15. Custom financial extracts
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Certificate Of Completion
Envelope Id: 2DD789D4F69141FC836782714D7C294C Status: Completed
Subject: Complete with Docusign: FINAL DRAFT C23186719 Amend No. 1.pdf
Source Envelope:
Document Pages: 10 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Alice Harrison
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Alice.Harrison@CityofPaloAlto.org
IP Address: 71.204.184.225
Record Tracking
Status: Original
10/3/2024 11:01:23 AM
Holder: Alice Harrison
Alice.Harrison@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
Amy Vikander
vikander@civicplus.com
Sr. VP of Customer Success
CivicPlus,LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 64.6.123.178
Sent: 10/3/2024 11:04:08 AM
Resent: 10/16/2024 1:04:43 PM
Resent: 10/17/2024 5:06:41 PM
Viewed: 10/18/2024 5:52:18 AM
Signed: 10/18/2024 6:09:49 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cole Cheever
cheever@civicplus.com
Senior Vice President of Operations
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.210.169.87
Signed using mobile
Sent: 10/18/2024 6:09:50 AM
Viewed: 10/18/2024 6:12:56 AM
Signed: 10/18/2024 6:13:18 AM
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
Cayla Koga
cayla.koga@cityofpaloalto.org
Administrative Assistant
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 10/18/2024 6:13:20 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Thomas Trapp
thomas.trapp@civicplus.com
Security Level: Email, Account Authentication
(None)
Sent: 10/18/2024 6:13:21 AM
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 10/3/2024 11:04:08 AM
Envelope Updated Security Checked 10/17/2024 5:06:39 PM
Envelope Updated Security Checked 10/17/2024 5:06:39 PM
Certified Delivered Security Checked 10/18/2024 6:12:56 AM
Signing Complete Security Checked 10/18/2024 6:13:18 AM
Completed Security Checked 10/18/2024 6:13:21 AM
Payment Events Status Timestamps