HomeMy WebLinkAboutStaff Report 2501-4040CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Tuesday, May 27, 2025
Council Chambers & Hybrid
5:30 PM
Agenda Item
3.Approval of Professional Services Contract Number C25193676 With Franklin Energy
Services LLC, in the Amount Not-to-Exceed $7,054,863 over a three-year term to
Administer Turnkey Home Electrification Program as Part of the Advanced Single-Family
Electrification Program and Amend the Fiscal Year Budget Appropriation for the Gas
Fund; CEQA Status: -- Not a Project under CEQA Guidelines 15378(b)(5)
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: May 27, 2025
Report #:2501-4040
TITLE
Approval of Professional Services Contract Number C25193676 With Franklin Energy Services
LLC, in the Amount Not-to-Exceed $7,054,863 over a three-year term to Administer Turnkey
Home Electrification Program as Part of the Advanced Single-Family Electrification Program and
Amend the Fiscal Year Budget Appropriation for the Gas Fund; CEQA Status: -- Not a Project
under CEQA Guidelines 15378(b)(5)
RECOMMENDATION
Staff recommends that the City Council:
1. Approve and authorize the City Manager or designee to execute the attached
Professional Services Contract Number C25193676 with Franklin Energy Services LLC to
administer a turnkey home electrification program as part of the Advanced Single-
Family Electrification Program for a Period of three (3) Years and a total not-to-exceed
amount of $7,054,863;
2. Amend the Fiscal Year 2025 Budget Appropriation for the Gas Fund (requires a majority
vote) by the following:
a. Increasing the Contract Services expenditure by $1,431,000; and
b. Decreasing the Gas Cap and Trade Reserve by $1,431,000.
EXECUTIVE SUMMARY
Staff is recommending approval of a contract with Franklin Energy to administer a turnkey
home electrification program as part of the Advanced Single-Family Electrification Program. The
program will leverage a new electrification program provided by Peninsula Clean Energy and
Silicon Valley Clean Energy, through Franklin Energy and their sub-contractors, to provide home
electrification services with fixed pricing. The program adds to existing turnkey services,
providing heat pump water heater installation, technical advising on home electrification, and a
suite of home electrification rebates. With this contract, the Single-Family Residential
Electrification (SFRE) Pilot Program will expand City-provided turnkey services beyond heat
pump water heaters to help homes throughout Palo Alto replace gas heating and appliances.
BACKGROUND
1 Work Items 2.1D through 2.1H focus on
establishing rebates and programs to facilitate single-family home electrification.
Table 1: Summary of Electrification Services Offered by City
Equipment Services Service Launched
Full-service replacement March 2023
Emergency replacement September 2024Heat pump water heater
Rebate and/or technical assistance for
residents who hire their own contractor 2017
Heat pump space heater
and other equipment
Rebate and/or technical assistance for
residents who hire their own contractor January 2025
2 It includes a rebate program for residents who hire their own contractors and a full-
service “turnkey” program for those who want the City to take care of the whole process. In
September 2024, the Emergency Water Heater Replacement Pilot Program was added as the
full-service program was not designed to accommodate emergency installations. As of January
30, 2025, 522 installations had been completed through a combination of the City’s rebate,
emergency, low-income, and full-service programs. Although Palo Alto’s goal of installing 1,000
1 2023-2025 S/CAP Work Plan; https://www.cityofpaloalto.org/files/assets/public/v/1/sustainability/reports/2023-2025-
scap-work-plan_final.pdf
2 On October 3, 2022, City Council approved the contract with Synergy Companies, which includes, among other tasks, the
administration of an Advanced Heat Pump Water Heater Pilot (Staff Report #14542:
https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports-
cmrs/2022/10-03-2022-id-14542.pdf))
HPWH is taking some extra time, Palo Alto has installed HPWHs at three times the rate as other
comparable programs when adjusted for the service territory population.
ANALYSIS
contractors in the future. These contractors have agreed to provide fixed prices on
electrification upgrades, making electrification easier and price-transparent for residents.
Table 2: Proposed Turnkey Home Electrification Annual Budget
PROPOSED INCENTIVE
(PCE incentive / SVCE incentive)
Annual budget
(150 homes per year)*
Customer Incentives, paid directly to Franklin:
Heat Pump Air Conditioner/Heater
(assume 80% of participating households)
$2,500
($1,500 / $2,500) $300,000
Heat Pump Water Heater
(assume 2/3 of participating households)
$3,500**
($2500 /$2,000) $350,000
Electric Circuits & Readiness
(assume 80% of participating households)
$500 per circuit, max $2,000
(same / same) $240,000
Electric Panel Upgrade
(assume 20% of participating households)
$1,000
($1,000 / $1,000) $30,000
Attic/Roof Insulation
(assume 20% of participating households)
Up to $1,000
(none / none) $30,000
Gas Meter Removal
(assume 20% of participating households)
$2,500
(none / $500) $75,000
Permitting costs $250
(none / none) $55,000
Franklin Contract:
Home Electrification Plan
(assume 33% conversion rate) $267 $120,150
Program Set Up $211,000
Concierge Service $2,462 $369,294
First Year Contract $1,780,519
Table 2: Proposed Turnkey Home Electrification Annual Budget
PROPOSED INCENTIVE
(PCE incentive / SVCE incentive)
Annual budget
(150 homes per year)*
* Continuation of the contract to years two and three is contingent on approval of funding in the FY 2027 and FY
2028 budgets.
** Existing rebate from current program, must be included here if contractor pass through.
Procurement Process
An exemption to competitive solicitation pursuant to Palo Alto Municipal Code section 2.30.360
(k) was approved by the City Manager via Procurement Officer, after determining that another
RFP Process described below was substantially similar to the City’s standard RFP, saving the City
time and resources that would otherwise be necessary to issue a separate RFP.
Franklin Energy was selected by Peninsula Clean Energy (PCE) and Silicon Valley Clean Energy
(SVCE) after a formal RFP process in 2023 with contracts approved by the boards of the two
CCAs in February and March of 2024 respectively.3, 4 In August 2023, PCE issued the request for
proposals (RFP) to select an implementation team for a multi-year single-family home
electrification turnkey installation service.5 In October 2023, five proposals were received, and
two of those were invited for interviews. PCE and SVCE selected Franklin Energy to implement
the program based on their pricing and experience. The City Attorney and Procurement Officer
have reviewed the process and approved the program as eligible for adoption in Palo Alto
following the terms and pricing established by PCE and SVCE, although Palo Alto would not be
bound to adopt the full program and could choose the segments of interest. Franklin Energy
has confirmed that the same pricing will be available to Palo Alto.
FISCAL/RESOURCE IMPACT
Staff recommends funding the Franklin Energy contract with an amendment to the Fiscal Year
2025 Budget Appropriation for the Gas Fund to increase the Contract Services expense
appropriation by $1,431,000 funded from the Gas Cap and Trade Reserve. Program promotion
and outreach will be funded through the climate reduction outreach budget established in the
FY 2025 Adopted Budget. The program will be launched and operated using existing staff. The
entire Advanced SFRE Pilot Program is projected to require 2 FTE in CY 2025, with staff time
requirements likely declining slightly once the program is launched.
3 Peninsula Clean Energy Authority Board Meeting, February 22, 2024; see item 6 for a 3-year contract with Franklin Energy
with a not-to-exceed amount of $26 million that was approved.
https://d3n9y02raazwpg.cloudfront.net/peninsulacleanenergy/0eb565b4-ab64-11ee-bb82-0050569183fa-ccc1c33b-19c1-486c-
b92a-8827a6a99940-1708564392.pdf
4 Silicon Valley Clean Energy Authority Board Meeting, March 13, 2024; see item 6 for a 3-year contract with Franklin Energy
with a not-to-exceed amount of $14 million that was approved.
https://svcleanenergy.org/wp-content/uploads/Meeting-Minutes-from-March-13-2024-Board-Meeting-F-scrubbed.pdf
5 All PCE RFP documentation can be found at https://www.peninsulacleanenergy.com/solicitations/rfp-single-family-home-
electrification/.
The contract with Franklin Energy would be on the City’s professional services contract
template, which permits the City to terminate without cause/for convenience by providing 30
days’ written notice to the contractor. In the event the City finds itself facing a challenging
budget situation, and it is determined that City resources need to be refocused elsewhere, the
City can terminate for convenience. Other options include termination due to non-
appropriation of funds or amending the contract to reduce the cost, for example, by reducing
the scope of work. The contract may also be temporarily suspended by written notice of the
City Manager.
STAKEHOLDER ENGAGEMENT
•Staff held several Working Group and S/CAP Committee meetings on this program
throughout 2023 and 2024.
•Staff learned from participants in each of its existing programs through customer surveys
and discussions with individual participants, as well as outreach to contractors.
•Planned stakeholder engagement is slated to continue with additional meetings with the
S/CAP Committee and Working Group, community partners, and regional partners, as staff
continues to refine electrification programs.
ENVIRONMENTAL REVIEW
6 Council certified the Addendum, which found that the S/CAP
programs would not result in any significant or substantially more severe effects beyond what
was previously analyzed in the Comprehensive Plan EIR.
ATTACHMENTS
6 6/5/23 Council Meeting:
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=12530 Agenda Item 14,
https://cityofpaloalto.primegov.com/Portal/viewer?id=1906&type=0 SR 2303-1158 - Adoption of a Resolution Approving an
Addendum to the 2017 Comprehensive Plan Environmental Impact Report and Adopting the Sustainability and Climate Action
Plan (S/CAP); Approval of the 2023-2025 S/CAP Workplan; and Review of the 2023 Earth Day Report.
APPROVED BY:
Professional Services
Rev. Oct 16,2024
Page 1 of 42
CITY OF PALO ALTO CONTRACT NO. C25193676
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND FRANKLIN ENERGY SERVICES LLC
This Agreement for Professional Services (this “Agreement”) is entered into as of the 27th day of
May, 2025 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and FRANKLIN ENERGY SERVICES LLC, a
Delaware limited liability, located at 102 N. Franklin Street, Port Washington, WI 53074
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A.CITY intends to initiate a turnkey home electrification program for up to 500 single-family
homes (the “Project”) and desires to engage a consultant to provide home assessments, home
electrification plans and oversee installation of electric appliances and equipment to single-family
homeowners throughout the city in connection with the Project (the “Services”, as detailed more
fully in Exhibit A).
B.CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or
certifications to provide the Services.
C.CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
CONSULTANT shall perform the Services described
in Exhibit A in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to
on-call agreements.)
CITY may elect to, but is not required to, authorize on-call Services up to the maximum
compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on-call Services only by advanced, written authorization
from CITY as detailed in this Section. On-call Services, if any, shall be authorized by
CITY, as needed, with a Task Order assigned and approved 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
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 2 of 42
maximum compensation amount, in accordance with the provisions of this Agreement.
Compensation for on-call 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 due
to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the
amount of compensation set forth in Section 4. CONSULTANT shall only be compensated
for on-call Services performed under an authorized Task Order and only up to the
maximum compensation amount set forth in Section 4. Performance of and payment for
any on-call Services are subject to all requirements and restrictions in this Agreement.
SECTION 2. TERM.
The term of this Agreement shall be from the effective date of this agreement through May 26,
2028 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE
OF PERFORMANCE”. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services shall be based on the compensation structure
detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed Six Million Four
Hundred thirteen Thousand Five Hundred twelve Dollars ($6,413,512.00). The hourly
schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any
work performed or expenses incurred for which payment would result in a total exceeding the
maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
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 Six Hundred Forty-one Thousand Three Hundred
Fifty-One Dollars ($641,351.00) 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 Million Fifty-
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 3 of 42
Four Thousand Eight Hundred Sixty-Three Dollars ($7,054,863.00), 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.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the Services performed and the applicable charges (including, if
applicable, an identification of personnel who performed the Services, hours worked, hourly rates,
and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule
of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of
completion of each task. The information in CONSULTANT’s invoices shall be subject to
verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the
address specified in Section 13 (Project Management) below. CITY will generally process and
pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed
by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it,
its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT
represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature
that are legally required to perform the Services. All Services to be furnished by CONSULTANT
under this Agreement shall meet the professional standard and quality that prevail among
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 4 of 42
professionals in the same discipline and of similar knowledge and skill engaged in related work
throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement, as amended from time to time. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and give all notices required by law in
the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the Project design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost
to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees
that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be
deemed at all times to be an independent contractor and shall be wholly responsible for the manner
in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status
with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY
pertaining to or in connection with any retirement, health or other benefits that CITY may offer its
employees. CONSULTANT will be responsible for all obligations and payments, whether
imposed by federal, state or local law, including, but not limited to, FICA, income tax
withholdings, workers’ compensation, unemployment compensation, insurance, and other similar
responsibilities related to CONSULTANT’s performance of the Services, or any agent or
employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent
or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY
shall be construed as providing for direction as to policy and the result of CONSULTANT’s
provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without
effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement
will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 5 of 42
parties.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the
Services to be performed under this Agreement without the prior written authorization of the City
Manager or designee. In the event CONSULTANT does subcontract any portion of the work to
be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and
omissions of subcontractors.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above,
CITY agrees that subcontractors may be used to complete the Services. Franklin Energy
Services, LLC (“Consultant”) subcontracts with installation contractors (“Subcontractors”). The
subcontractors authorized by CITY to perform work on this Project are three vetted
electrification installation contractors listed following:
1. Enso Building Solutions Inc. dba Enso Insulation, PO Box 1535, Fullerton, CA 92836
2. Efficient Modern Heat Pump-HVAC dba Electrify My Home, 53 B Commerce Place,
Vacaville, CA 95687
3. Fuse Service Inc., dba Fuse HVAC Refrigeration Electrical & Plumbing, 2222
Ronald St., Santa Clara, CA 95050
CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts
and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with
the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Isai Reyes,
Telephone: (415) 231-0222, Email: ireyes@franklinenergy.comas the CONSULTANT’s Project
Manager to have supervisory responsibility for the performance, progress, and execution of the
Services and represent CONSULTANT during the day-to-day performance of the Services. If
circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of
CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager
and the assignment of any key new or replacement personnel will be subject to the prior written
approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly
remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable
manner, are uncooperative, or present a threat to the adequate or timely completion of the Services
or a threat to the safety of persons or property.
CITY’s Project Manager is Diane Bailey, Utilities Department, Utility Program Services Division,
250 Hamilton Ave., Palo Alto, CA 94301, Telephone: 650-566-4552, Email:
Diane.Bailey@CityofPaloAlto.org. CITY’s Project Manager will be CONSULTANT’s point of
contact with respect to performance, progress and execution of the Services. CITY may designate
an alternate Project Manager from time to time.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 6 of 42
SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without
limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, documents, and other materials and copyright interests
developed under this Agreement, in any form or media, shall be and remain the exclusive property
of CITY without restriction or limitation upon their use, except that CONSULTANT shall retain
ownership of all pre-existing intellectual property rights, including any and all enhancements,
improvements, modifications, and any other derivative works created prior to execution of the
Agreement. CONSULTANT agrees that all copyrights which arise from creation of the work
product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and
relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither
CONSULTANT nor its subcontractors, if any, shall make any of such work product available to
any individual or organization without the prior written approval of the City Manager or designee.
CONSULTANT makes no representation of the suitability of the work product for use in or
application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized
representatives to audit, at any reasonable time during the term of this Agreement and for four (4)
years from the date of final payment, CONSULTANT’s records pertaining to matters covered by
this Agreement, including without limitation records demonstrating compliance with the
requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain
and retain accurate books and records in accordance with generally accepted accounting principles
for at least four (4) years after the expiration or earlier termination of this Agreement or the
completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify,
defend and hold harmless CITY, its Council members, officers, employees and agents (each an
“Indemnified Party”) from and against any and all third party demands, claims, or liability of any
nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and
disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents
or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of
defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the
final judgment of a court of competent jurisdiction.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active
negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of,
or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its
officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 7 of 42
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under
this Agreement is effective unless it is in writing in accordance with Section 29.4 of this
Agreement. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted shall
apply solely to the specific instance expressly stated. No single or partial exercise of any right or
remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall
obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the approval
of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary
coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except
after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation
or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term
of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving thirty (30) days prior
written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 8 of 42
obligations under this Agreement, in addition to all other remedies provided under this Agreement
or at law, the City Manager may terminate this Agreement sooner upon written notice of
termination. Upon receipt of any notice of suspension or termination, CONSULTANT will
discontinue its performance of the Services on the effective date in the notice of suspension or
termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the
City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the notice of suspension or termination; provided, however, if this
Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be
obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services
provided in material conformity with this Agreement as such determination is made by the City
Manager acting in the reasonable exercise of his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25,
27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made
in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of
CONSULTANT recited on the first page of this Agreement.
With Copy to: Franklin Energy Services, LLC
Legal Department
at 102 N. Franklin Street
Port Washington, WI 53074
legal@franklinenergy.com
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 9 of 42
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any
conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
the Regulations of the Fair Political Practices Commission, CONSULTANT will file the
appropriate financial disclosure documents required by the Palo Alto Municipal Code and the
Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby
incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 10 of 42
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and,
third, recycling or composting waste. In particular, CONSULTANT shall comply with the
following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes, invoices, reports,
and public education materials, shall be double-sided and printed on a minimum of 30% or greater
post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any
submitted materials printed by a professional printing company shall be a minimum of 30% or
greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended
Producer Responsibility requirements for products and packaging. A copy of this policy is on file
at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as amended from time to time. In particular, for any employee
otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a
calendar week within the geographic boundaries of the City, CONSULTANT shall pay such
employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030
for each hour worked within the geographic boundaries of the City of Palo Alto. In addition,
CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in
accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to
time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the
event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the event of a conflict
with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related
requirements. CONSULTANT is not required to pay prevailing wages and meet related
requirements under the California Labor Code and California Code of Regulations in the
performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 11 of 42
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For
purposes of this Section 27, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other public
improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code
Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in
Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). For a period of five (5) years from the date of
disclosure, CONSULTANT will hold Confidential Information in strict confidence, not disclose
it to any third party, and will use it only for the performance of its obligations to CITY under this
Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate
administrative, technical and physical safeguards to ensure the security, confidentiality and
integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may
disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent
they have a need to know in order to perform CONSULTANT’s obligations to CITY under this
Agreement and for no other purpose, provided that the CONSULTANT informs them of, and
requires them to follow, the confidentiality and security obligations of this Agreement. Upon
conclusion of the 5 year period described above CONSULTANT will destroy all of CITY’s
Confidential Information and provide proof of destruction to City.
28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or
indirectly, pursuant to this Agreement. Confidential Information excludes information that
CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it
was provided or has subsequently become publicly known other than by a breach of this
Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by
CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 12 of 42
its possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of
Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the
terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its
conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated
agreement between the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements, negotiations, representations, statements and undertakings, either oral or
written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 13 of 42
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is
selected below, is hereby attached and incorporated into this Agreement by reference as though
fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT C-2: ELIGIBLE MEASURES COMPENSATION
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: INFORMATION PRIVACY POLICY
EXHIBIT F: CYBERSECURITY TERMS AND CONDITIONS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 14 of 42
CONTRACT NO. C25193676 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the date first above written.
CITY OF PALO ALTO
City Manager
FRANKLIN ENERGY SERVICES LLC
Officer 1
By:
Name: Jaclyn Bliss
APPROVED AS TO FORM: Title: President
City Attorney or designee
Officer 2
By:
Name: Dario Deferrari
Title: Chief Financial Officer
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 15 of 42
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and
services described in this Scope of Services shall not include preparing or assisting CITY with any
portion of CITY’s preparation of a request for proposals, request for qualifications, or any other
solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain
responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in the planning, discussions, or drawing of project plans or
specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on
any subsequent phase of this project have access to the same information, including all conceptual,
preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope
of Services.
Overview
The City of Palo Alto Utilities is initiating a Turnkey Home Electrification Program (the “Turnkey
Program”, “Program”, or “Turnkey Electrification Services”) for up to 500 single-family homes over
three years. The Program will include free home assessments and home electrification plans to single-
family homeowners throughout Palo Alto. Those who want to proceed with one or more major
electrification measures (i.e. heat pump water heater, heat pump HVAC) will receive concierge assistance
and guaranteed fixed pricing for the installation of heat pump heating and cooling systems, heat pump
water heaters, electric cooking appliances, electric clothes dryers, and electrification of any other home
gas uses. The concierge service will include applying for leveraged funding (from a mutually agreed upon
list) on behalf of the customer. The Program will emphasize the use of efficient heat pumps and clean
electric technologies that can operate with zero GHG emissions given Palo Alto’s carbon-neutral electric
supply.
Program Goals and Objectives
1. Ensure an affordable and easily accessible option for CPAU customers to electrify their
homes.
2. Provide safer, healthier, resilient, zero carbon homes with improved indoor air quality
and lower energy bills.
3. Establish dedicated crews of trusted, experienced installers capable of whole home
electrification without typically needing to upgrade electrical service.
4. Support the City of Palo Alto Sustainability and Climate Action Plan program and goals.
Service Level Expectations (SLE)
The single-family service SLEs sets minimum requirements for how a customer receives
program services. The intent of the SLEs is to deliver timely, quality services and maintain high
customer satisfaction. Consultant will track and aim to achieve the following SLEs:
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 16 of 42
1. For homes receiving a single electrification measure, install and energize equipment
within 30 days of customer enrollment,1 barring electrical service upgrade delay or
building department-mandated delays regarding planning or permit review.
2. Install and energize all equipment within 60 days of customer enrollment, barring
electrical service upgrade delays.
3. When functioning gas-fired appliances and equipment (water heater, space heater,
stovetop, clothes dryer) are electrified through the program, electric replacements must
be installed, functional, and operating within 48 hours of the gas appliance(s) removal.
4. Achieve 90% satisfaction rating for program services from customer surveys.
5. Achieve a 30% or higher conversion rate: the rate of customers who enroll and complete
at least one major home electrification project.
Consultant Tasks
Section I: Turnkey Home Electrification
Task 1: Program Design and Set Up
1.1 Kickoff and Check-in Meetings
Consultant will develop an agenda and lead a program kickoff meeting with CPAU to review
program goals and objectives, budget, timeline, and administrative processes at a mutually
determined date following contract execution.
After the kickoff meeting, the Consultant will set up check-in meetings on a biweekly recurring
schedule, as determined by CPAU. For check-in meetings, Consultant will work with the CPAU
contract administrator(s) to determine the agenda at minimum one day prior to the meeting.
Meetings will focus on program progress updates, reviewing deliverables, and determining
expected milestones for the next meeting.
Task 1.1 Deliverable: Meeting agendas and meeting minutes
1.2 Provide Compliance Documentation
Consultant will provide CPAU with documentation of insurance, all legally required
certifications, and other requirements, including requirements applicable to subcontractors. If
any materials are renewed or subcontractors changed, updated documents must be provided to
CPAU within five (5) business days, in accordance with the terms of the Agreement. Consultant
will provide all subcontracts to CPAU for review and verification of required terms, including
but not limited to indemnification requirements equivalent to those in Section 16 of this
Agreement, and Eligible Measure costs listed in Exhibit C-2, prior to execution.
Major supplementary documentation developed by Consultant and/or its Subcontractors while
delivering these services must also be provided to CPAU upon request. This supplementary
1 Customer enrollment occurs upon receipt of the customer’s signed and properly completed Program
Participation Agreement.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 17 of 42
documentation may include, but is not limited to executed subcontracts, permits, photographs of
installed equipment, and materials developed for CPAU and Consultant use.
Task 1.2 Deliverable: Compliance documentation, including for all subcontractors
1.3 Finalize Program Design and Strategy
Consultant will assist CPAU in finalizing the program strategy, plan, and design, subject to
CPAU review and approval. Prior to program launch, Consultant will:
1.3.1 Develop a detailed project timeline prior to kickoff meeting.
1.3.2 Co-develop with CPAU refinements to Turnkey Electrification services as needed.
1.3.3 Finalize Eligible Measures Compensation list, including measures outlined in
Exhibit C. At CPAU’s discretion, the Eligible Measure Compensation list may include
additional measures as described in Task 5 and agreed upon by CPAU and Consultant.
1.3.4 Determine cost-share pricing structure and operations for customers.
1.3.5 Determine approach for procuring equipment including selecting high-quality
equipment providers with strong customer ratings for selected equipment and method for
securing preferential pricing and any stocking needs.
1.3.6 Finalize staffing plan based on final services and program rollout timing.
1.3.7 CITY wants to ensure that customers are paying the lowest program costs possible
and is aware that some of the HPWH unit measure prices listed in Exhibit C-2 may
exceed current market rates. Therefore, Consultant shall conduct a thorough written
review of HPWH measure unit prices for CITY review no later than the fourth quarter of
2025. If, based on this review, City determines that any HPWH measure prices have
dropped below those shown in Exhibit C-2, Consultant shall revise the compensation for
those measures downward by December 2025, to ensure alignment with current market
rates and to maintain cost competitiveness.
1.4 Develop Program Handbook
Consultant will draft a Program Handbook for use by CPAU and the Consultant. The Program
Handbook will describe in greater detail the design, implementation, and policies of the Turnkey
Electrification Service. Consultant will submit a draft of the Program Handbook to CPAU for
review and approval before finalizing. Consultant will provide written revisions and update to
the Program Handbook upon CPAU request. The Program Handbook will include the following:
1.4.1 Customer and property eligibility requirements.
1.4.2 The terms and conditions for eligible customers to participate in the program.
1.4.3 The process for enrolling customers in the program, including customer journey,
operational steps, and developing program referrals in collaboration with CPAU.
1.4.4 The process to conduct post-assessment customer follow-ups to maximize
conversion rate.
1.4.5 Eligible Measures List as outlined in Exhibit C-2, and any additional measures
added as part of Task 5.
1.4.6 List of third-party programs that can be co-delivered/leveraged through the
program, including measures and incentive amounts, and a process for how they are
applied for and accounted for through the program.
1.4.7 Home Assessment methodology including the following:
1. List of criteria that would deem a project ineligible for planned services by
equipment type or issue (e.g., water heaters in locations too small for a heat pump
water heater, knob and tube wiring in home, electric service capacity issues, etc.)
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 18 of 42
2. Testing and assessing procedures and required certifications, as appropriate.
1.4.8 Field verification standards for Eligible Measures, including handling of hazardous
materials (e.g., asbestos and lead safe practices).
1.4.9 The process for getting building permits.
1.4.10 The process for installing equipment, including manufacturer’s and workmanship
warranty documentation processes, health and safety protocols, and quality assurance.
1.4.11 Dispute resolution guidelines and standard procedures including processes for
handling customer and/or Subcontractor issues.
1.4.12 The process for providing Program Progress Reports (Task 2.1) and Monthly
Expense Reports (Task 2.2).
Task 1.4 Deliverable: Program Handbook
1.5 Develop and Maintain Technical Design Guidelines
Consultant will:
1.5.1Develop and maintain Technical Design Guidelines, subject to CPAU’s review and
approval. The Technical Design Guidelines will be used by Consultant to guide the
development of each participating home’s Scope of Work (Task 4.2.3).
The Technical Design Guidelines will be based on the following principles:
1. Maximizing decarbonization with high cost-effectiveness.
2. Favoring installation and operation simplicity and reliability.
3. Delivering operating cost, comfort and air quality benefits to homeowners, while
mitigating adverse conditions such as noise.
4. Designing for grid benefits and resilience where possible.
5. Meeting all permitting requirements of the local jurisdictions; and
6. Avoiding service upgrades through power-efficient, whole system design whenever
possible. All program contractors will be expected to be trained on this topic.
1.5.2 . Technical Design Guidelines shall, at a minimum, include the following:
1. Installation guidelines and diagrams, if applicable, for Eligible Measures
outlined in Exhibit C-2, and any additional measures added as part of Task 5.
Eligible Measures will also include minor home repair measures and, in some
cases, energy efficiency and resilience measures.
2. Installation guidelines and diagrams, if applicable, for approved New Program
Measures, Technologies and Methods (Task 5).
3. Home scenarios and a decision tree.
4. Process and guidelines for decommissioning gas equipment, capping gas lines,
and if appropriate or necessary coordination with CPAU to remove gas meter.
1.5.3 Monitor industry best practice through associations such as ASHRAE and other
forums.
1.5.4 Provide written revisions and updates to the Technical Design Guidelines based on
industry best practices, learnings from the Program, and any additional measures added
as part of Task 5 every 12 months or as mutually deemed appropriate.
1.5.5 Design Technical Design Guidelines to be public-facing and consistent with
CPAU’s Branding Guidelines.
Task 1.5 Deliverable: Technical Design Guidelines
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 19 of 42
1.6 Develop Home Assessment Template
Consultant will create a Home Assessment Template for CPAU review and approval before use.
Consultant will perform an in-home or virtual assessment and use the Home Assessment
Template to document existing home conditions and equipment and determine measures’
suitability to develop a customized Scope of Work (Task 4.2.3). The Home Assessment will
include the following elements regarding equipment and appliances located at the residential
property:
1.6.1 An inventory of physical conditions, location, and age of appliances, and home
conditions.
1.6.2 Evaluation of the condition and capacity of the existing electrical systems and
recommended upgrades that may be necessary to enable the proposed measures.
1.6.3 Analysis of panel capacity for recommended measures and whole-home
electrification (either meter-based or electric load calculations as needed) to ensure home
can electrify on service capacity and determine appropriate approach to electrical layout.
1.6.4 Recommended locations for new electrical equipment, noting any observed space or
structural constraints and possible remedies.
1.6.5 Photos and diagrams as required by permitting and incentive programs (site,
equipment, etc.).
Task 1.6 Deliverable: Home Assessment Template
1.7 Develop Project Scope of Work Template
In coordination with CPAU, Consultant will draft a Project Scope of Work template for CPAU
review and approval before use. The Project Scope of Work will be provided by the Consultant
to the homeowner and will include information necessary for the homeowner to understand the
electrification opportunities available to them. The Project Scope of Work will be provided in
electronic format, and available via paper upon customer request. Consultant will provide
revisions and updates to the Project Scope of Work template upon CPAU request but no more
frequent then twice a year. The Project Scope of Work template shall include the following
elements:
1.7.1 Customer contact information (name, address, email, phone number)
1.7.2 Program contact information (email, phone number)
1.7.3 Recommended Eligible Measures (measure, quantity, cost)
1.7.4 Incentives (CPAU and third-party rebates and incentives)
1.7.5 Financing options based on content provided by CPAU
1.7.6 Cost (total and net of potential incentives)
1.7.7 Proposed workplan and general timeline that will be executed if customer opts to
receive services
Task 1.7 Deliverable: Scope of Work Template
1.8 Develop Program Participation Agreement
Consultant will draft a Program Participation Agreement(s) subject to CPAU review and
approval that includes terms and conditions of the program and grants the Consultant and its
subcontractors permission to perform activities necessary to participate in the Program including
site visits, building evaluations, equipment installation, and evaluation, measurement and
verification (EM&V). The Program Participation Agreement will be developed in paper and
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 20 of 42
electronic formats. Consultant must ensure that the Participation Agreement is signed by
homeowners upon enrollment.
Task 1.8 Deliverable: Program Participation Agreement
1.9 Enroll in State or Local Programs
Complementary regional, state, and federal electrification incentive programs (“third-party
programs”) are anticipated to be available during the program term, including but not limited to
TECH Clean CA, GoGreen Financing, and the Inflation Reduction Act (IRA) electrification
rebates. Maximizing third-party program incentives is necessary to reduce project costs across
the single-family service. Some third-party programs require enrollment as a qualified contractor
to be eligible for incentives. As such:
1.9.1 Consultant and/or its Subcontractors shall enroll in third-party programs, as
directed by CPAU, and provide CPAU with proof of enrollment within 30 day of
availability.
1.9.2 If, after making commercially reasonable attempts to enroll Customers in CPAU-
directed third-party programs, the Parties determine that proceeding in certain programs
would be exceedingly burdensome for Consultant or the Customer, Consultant may
provide written documentation of its findings sufficient to allow CPAU to determine
whether Consultant shall continue attempting enrollment utilizing the “Additional
Services” clause of Section 4 of the Agreement, or whether to abandon continued
enrollment attempts at no additional cost.
1.9.3 If any third-party programs are terminated during the Term of this Agreement and
before Customer payments are issued, Consultant shall inform CPAU within 30 business
days, to allow CPAU to determine whether a substitute third-party program can be
utilized.
1.9.4 During the program term, Consultant and/or its Subcontractors, where applicable,
shall complete and submit applications for mutually agreed upon third-party programs for
projects completed.
1.9.5 Consultant and/or its Subcontractors shall capture incentives from mutually agreed
upon third-party programs and report on funds received and net CPAU costs on Monthly
Expense Reports (defined in Section 2.2).
Task 1.9 Deliverable: Proof of enrollment in other incentive programs as directed by CPAU.
1.10 Setup Customer Relationship Management (CRM) System & Data Exchange
A customer relationship management (CRM) system is critical to manage the pipeline of projects
in an easily searchable and reportable way and analyze program performance. Consultant shall:
1.10.1 Set up an electronic customer relationship management system (CRM) for the
Program.
1.10.2 With CPAU review and approval, jointly define all the data elements to be
captured. Data elements shall include but are not limited to the following:
1. Customer contact information (name, address, phone, email);
2. Customer enrollment in Turnkey, program and status for receiving services,
including whether projects were declined by customer or infeasible with rationale;
3. Scheduled program activities, including date and time of site assessments,
installations, inspections, as subcontractor supplied data allows etc.;
4. Customer Scope of Work and resulting job orders;
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 21 of 42
5. Photos or diagrams of site conditions prior to installation;
6. Equipment and measures installation costs (quoted, actual);
7. Completed customer forms and records, including Program Participation
Agreement, building permits, and inspection reports;
8. Customer payments collected as shown on contractor invoicing;
9. Installed equipment and measures (quantity, model size);
10. Third-party rebate and funding sources utilized (program name, incentive
amount, measure); and
11. Final permits for installed projects.
1.10.3 Transfer data to CPAU’s CRM. With CPAU review and approval, jointly define
data to be transferred and the method and frequency of the automated data transfer.
1.10.4 Ensure data systems meet industry-standard security and that data is encrypted, at
rest and in transit.
Task 1.10 Deliverable: Customer Relationship Management system and data exchange method
2 Administrative Reporting Tasks
2.1 Develop and Provide Program Progress Reports
Consultant will provide monthly Program Progress Reports. Consultant will share the report
findings at the biweekly check-in meeting with the CPAU contract administrator. Program
Progress Reports will include at minimum: program performance towards goals and objectives,
successes and challenges (e.g. technical problems, implementation barriers, or customer issues, if
any), and next steps. On a regular schedule, but no less than quarterly, review SLEs and
participant surveys collected by CPAU to provide written assessment regarding performance of
the program, Consultant and subcontractors, work completed, and recommend to CPAU program
improvements.
Task 2.1 Deliverable: Program Progress Report
2.2 Develop and Provide Monthly Expense Reports
Consultant will develop a Monthly Expense Report Template for CPAU review and approval.
After CPAU approval of the Monthly Expense Report Template, Consultant will provide
Monthly Expense Reports including all associated invoices, including by subcontractors, by a
mutually determined day of the month to receive payment for services provided for the previous
month. The Expense Report Template will include but are not limited to the following:
2.2.1 Measures installed (quantity, description, model number, cost, date of installation,
date of final permit);
2.2.2 Administration labor (task, subtask, hours, rate, total);
2.2.3 Project incentives from third-party rebate programs (program name, measure, total
revenue);
2.2.4 Customer co-payments, collected by Subcontractors;
2.2.5 Total expenses for the reporting period;
2.2.6 Total program expenses; and
2.2.7 Remaining program budget.
Task 2.2. Deliverables: Monthly Expense Report Template and Ongoing Monthly Expense
Reports
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 22 of 42
2.3 Develop Annual Program Report
Consultant will develop an Annual Program Report consistent with CPAU-provided branding
guidelines for public distribution within 3 months after completion of each 12-month period.
Consultant will draft the Annual Program Report for CPAU review and approval prior to public
distribution. The Annual Report will include but is not limited to the following:
2.3.1 Executive summary;
2.3.2 List of outcomes for each Program Objective;
2.3.3 List of any additional accomplishments;
2.3.4 Summary of projects completed and program interactions, for example; home
characteristics, measures installed, project duration, funding sources, costs;
2.3.5 Summary of average/median project costs for each equipment type, and lessons
learned broken down by measure type;
2.3.6 Evaluated conclusions drawn from the project including lessons learned and
recommendations for future work; and
2.3.7 Financial summary comparing expenditures to the project budget.
Task 2.3 Deliverables: Annual Program Report
3 Marketing and Outreach
3.1 Coordinate Marketing and Outreach Activities
Consultant will:
3.1.1 Work closely with CPAU staff to ensure alignment with existing marketing and
communications practices, including but not limited to branding guidelines and writing
styles.
3.1.2 Participate in regular meetings (anticipated as quarterly) with CPAU’s
Communications Team to discuss marketing approach, program progress, and marketing
needs.
3.1.3 As needed, propose additional materials needed for the program and co-develop
webpages, flyers, enrollment forms, educational forms, and other program materials with
CPAU’s Communications Team.
3.1.4 Provide insights for an outreach strategy that targets homes that are most likely to
benefit from the services based on electric and gas meter data, building characteristics,
demographics and other criteria as mutually determined.
4. Turnkey Home Electrification Implementation
4.1 Screen, Enroll, and Educate Customers
Consultant will:
4.1.1 Intake customers leads via online interest form hosted on CPAU’s website. Form
will allow customer to specify preferred communication method (phone, text, email).
4.1.2 Screen customer leads based on Program Handbook (Task 1.4).
4.1.3 Respond to customers by their preferred communication channel within three (3)
business days to enroll them in the program, which includes collecting eligibility
verification documentation, if any, and scheduling a Home Assessment (Task 4.2).
4.1.4 Manage all customer communications. As needed, offer access to interpretation
service for other priority languages (e.g., Chinese, Spanish).
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 23 of 42
4.1.5 Provide customer with educational materials on home electrification and on use and
maintenance of equipment to be installed in customer’s homes. If there is a desire for
additional CPAU program materials the content will be shared by CPAU.
4.1.6 Follow up with customers to ensure that questions are answered.
4.2 Perform Home Assessment, Develop Customer Project Scope of Work, and Execute
Program Participation Agreement
After completing Task 4.1 with the customer, Consultant will:
4.2.1 Serve as the customer’s principal point of contact for the Program, provide ongoing
support, and resolve any customer issues.
4.2.2 Perform an in-person or virtual Home Assessment in eligible customer’s homes and
update the CRM (Task 1.10). If an electrification plan was previously produced for the
customer by CPAU or a third-party, the electrification plan may be used as initial
guidance for the Home Assessment but should be adapted as conditions and professional
evaluation dictate.
4.2.3 Using data gathered from the Home Assessment, develop a proposed Project Scope
of Work (consistent with the Technical Design Guidelines in Task 1.5). If within
Program budget, whole home electrification scope is to be encouraged with the property
owner. Property owner may decline elements but at least one major electrification
measure (i.e., water heater or space heating and cooling) is required to receive Program
services.
4.2.4 Deliver Project Scope of Work (utilizing the template from Task 1.7) to customer
which includes pricing of services, and information on all relevant program supported
rebates and financing options. Consultant will offer to review the Scope of Work to
explain findings, address any questions, and begin planning any installations. All Cost-
share Turnkey Customer Cost-share Payment amounts and Premium Equipment Upgrade
compensation, if applicable, will be included and clearly disclosed in each customer’s
Project Scope of Work and Program Participation Agreement.
4.2.5 Provide the Program Participation Agreement (Task 1.8) to customer for their
signature.
4.2.6 Follow up with customers who have not moved forward to encourage participation,
at regular intervals following Program Handbook. Franklin Energy Advisors will conduct
follow up by phone and send follow up emails with the email content provided by CPAU.
4.3 Install Measures and Provide Post-Installation Quality Control
Upon receiving the customer’s signed Program Participation Agreement, the Consultant will:
4.3.1 Oversee Subcontractors who shall apply for building permits on behalf of the
customer.
4.3.2 Oversee installation and manage Subcontractors installing measures outlined in the
customer’s Project Scope of Work.
1. All equipment must be installed in accordance with all applicable federal, state,
and local laws, building codes, manufacturer’s specifications and permitting
requirements.
2. If an electrical service capacity upgrade is required, the Subcontractor will
coordinate with CPAU on service and panel upgrades.
3. Consultant will notify CPAU of any delays that may result in an installation
start date later than 120 days from the customer’s signed Program Participation
Agreement.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 24 of 42
4.3.3 Periodically, as mutually determined with CPAU, perform quality control
procedures to evaluate subcontractors’ performance and implement changes as mutually
deemed appropriate.
1. Consultant shall perform site visits in 5% of homes that didn't have an
inspection report and provide reports to CPAU on quarterly basis.
2. Additionally, CPAU may request site visits of up to 10 homes receiving
services. Consultant shall participate in project site visits with the designated
CPAU staff member(s) at a mutually determined date.
4.3.4 Within two business days of installation, educate customer in successfully operating
and maintaining the new measure(s) installed.
4.3.5 Provide customer with equipment technical manuals, equipment warranty
documentation, and installation warranty documentation that is supplied with the
equipment via the manufacturer.
4.3.6 Respond to workmanship warranty calls as needed and use commercially
reasonable efforts to assist customer in responding to product warranty issues, according
to the warranty obtained by customer.
4.4 Manage Program Funds, Third-Party Rebates, and Customer Payments
After completing the customer’s installation, the Consultant and/or its Subcontractors, as
appropriate, will:
4.4.1 Collect customer cost-share Payments. Cost-share Turnkey projects are those that
are paid in part by both the customer and CPAU. Customer cost-share payment
contributions will be based on a fixed cost per Eligible Measure after applicable
incentives are applied. The Subcontractor performing the work shall be responsible for
collecting customer cost-share payments.
4.4.2 Submit application(s) for third-party program(s) the project is eligible for to reduce
project costs. Where feasible, third-party program incentives shall be applied for by
Consultant on behalf of the customer to reduce the cost of the customer’s co-payment
contribution.
4.4.3 Submit documentation to CPAU on third-party rebate and incentive sources such as
amount captured per month and net CPAU cost after third-party rebates.
4.4.4 Pay Subcontractor invoices for equipment incentives provided by CPAU upon
receiving CPAU payments.
4.4.5 Provide Monthly Expense Reports (Task 2.2) to receive payment for Program
services.
4.5 Provide Supporting Documentation for Completed Projects
Proper record-keeping is critical for the success of the single-family service. As such, Consultant
must timely and accurately make the following items available for each project in Consultant’s
CRM in order to receive payment for Services under this Agreement:
4.5.1 Customers’ Scope of Work;
4.5.2 Photos, Permits, and Final Inspection Report;
4.5.3 Executed Program Participation Agreement;
4.5.4 Project Installation Data
5 New Program Measures, Technologies, and Methods
A goal of the Program is to fully decarbonize homes in Palo Alto, while providing exceptional
customer experience at the lowest installation cost. To that end, CPAU and Consultant may
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 25 of 42
propose new measures, technologies and methods for inclusion in the Program. Any new
measures, technologies, or methods adopted which do not require changes to the Scope or
additions to the project budget may be incorporated as Eligible Measures into the Program
Handbook (Task 1.4) Technical Design Guidelines (Task 1.5), and Exhibit C-2, Eligible
Measures Compensation with written approval by CPAU Program Manager. In the event that the
addition of new measures requires additional scope and/or budget this shall be formalized in a
mutually negotiated and executed amendment to this Agreement. Area of interest may include
but are not limited to:
5.1 Energy Efficiency
5.1.1 Develop with CPAU, criteria and program delivery methods for deploying low-cost
energy efficiency measures such as: air sealing, targeted insulation, duct sealing, sink
aerators, LED lights, etc.
5.2 EV Charging
5.2.1 Develop methods to ensure homes are capable of accepting an EV charger with at
least a 20-amp, 120-volt outlet on a dedicated circuit unless technically infeasible, such
as lack of off-street parking.
5.3 120 Volt and/or Power Efficient Systems and Space + Water Heating Combo Systems
5.3.1 Monitor results of assessments for 120-volt and/or power efficient water heater,
space heating systems, and induction ranges.
5.3.2 Develop with CPAU criteria and program delivery methods for deploying these
systems as lower cost alternatives to traditional 240-volt systems under conditions that
satisfy resident comfort needs.
5.4 Panels and Service Capacity
5.4.1 To keep costs down, CPAU seeks an approach that avoids service upgrades where
possible. Identify or develop tool or process for National Electrical Code (NEC) 220.83
and/or 220.87 calculations which will assist with upgrading homes without requiring a
service upgrade.
5.4.2 Develop criteria for a) service upgrades or b) panel replacements without service
upgrades such as due to safety needs.
5.4.3 Work with CPAU to assess scenarios where smart panels, smart breakers, and
circuit pausers may be useful and cost-effective.
5.5 Innovations
5.5.1 Pilot technologies as mutually determined to meet program objectives including
technologies mentioned above plus battery storage, and other technologies as mutually
determined.
5.5.2 Incorporate innovations deemed successful into Technical Design Guidelines and
standard practices as mutually determined.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 26 of 42
Section II
Overview of Turnkey Installation Program for Income-Qualified households (Optional)
This scope of work is optional at the CITY’s discretion. If CITY opts to proceed with this
Scope, it will provide CONSULTANT with 90 days advanced written notice by email to allow
for staffing and operational readiness. If directed by CITY, CONSULTANT will implement
Direct Installation Program for Income-Qualified households to provide turnkey home
electrification services.
1 Direct Install Implementation for Income-Qualified households
1.1 Screen, Enroll, and Educate Customers
Consultant will:
1.1.1 Intake customers leads via online interest form hosted on CPAU’s website. Form
will allow customer to specify preferred communication method (phone, text, email).
1.1.2 Screen customer leads based on Program Handbook (Section I, Task 1.4).
1.1.3 Respond to customers by their preferred communication channel within three (3)
business days to enroll them in the program, which includes collecting eligibility
verification documentation, such as income documentation, and scheduling a Home
Assessment (Section I, Task 4.2).
1.1.4 Manage all customer communications. As needed, offer access to interpretation
service for other priority languages (e.g., Chinese, Spanish).
1.1.5 Provide customer with educational materials on home electrification and on use and
maintenance of equipment to be installed in customer’s homes.
1.1.6 Where appropriate, refer customers to other non-CPAU electrification programs,
such as energy efficiency and home repair programs that customers may qualify for.
1.2 Perform Home Assessment, Develop Customer Project Scope of Work, and Execute
Program Participation Agreement
After completing Section II Task 1.1 with the customer, Consultant will:
1.2.1 Serve as the enrolled customer’s principal point of contact for the Program, provide
ongoing support, and resolve any customer issues.
1.2.2 Perform an in-person or virtual Home Assessment in eligible customer’s homes and
update CRM (Section I, Task 1.10). If an electrification plan was previously produced for
the customer by CPAU or a third-party, the electrification plan may be used as initial
guidance for the Home Assessment but should be adapted as conditions and professional
evaluation dictate.
1.2.3 Using data gathered from the Home Assessment, develop a proposed Project Scope
of Work that is consistent with the Technical Design Guidelines (Section I, Task 1.5). If
within Program budget, whole home electrification scope is to be encouraged with the
property owner. Property owner may decline measures, but at least one major
electrification measure (i.e., water heater or space heating and cooling) is required to
receive services.
1.2.4 Deliver Project Scope of Work to customer. Consultant will offer to review the
Scope of Work with customer to explain findings, address any questions, and begin
planning any installations.
1.2.5 Provide the Program Participation Agreement (Section I, Task 1.8) to customer for
their signature.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 27 of 42
1.3 Install Measures and Provide Post-Installation Quality Control
Upon receiving the customer’s signed Program Participation Agreement, the Consultant will:
1.3.1 Oversee Subcontractors who shall apply for building permits on behalf of the
customer.
1.3.2 Oversee installation and manage Subcontractors installing measures outlined in the
customer’s Project Scope of Work (Section I, Task 1.7)
1. All equipment must be installed in accordance with all applicable federal, state,
and local laws, building codes, manufacturer’s specifications and permitting
requirements.
2. Consultant will notify CPAU of any delays which may result in an installation
start date later than 120 days from the customer’s signed Program Participation
Agreement.
1.3.3 Periodically, as mutually determined with CPAU, perform quality control
procedures to evaluate Subcontractors’ performance and implement changes as mutually
deemed appropriate.
1. . Consultant shall perform site visits in 5% of homes that didn't have an
inspection report and provide reports to CPAU on quarterly basis.
2. Additionally, CPAU may request, upon five (5) days written notice site visits of
up to 10 homes receiving services. Consultant shall participate in project site
visits with the designated CPAU staff member(s) at a mutually determined date.
1.3.4 Within two business days of installation, educate customer in successfully operating
and maintaining the new measure(s) installed.
1.3.5 Provide customer with equipment technical manuals, equipment warranty
documentation, installation warranty documentation that are supplied with the equipment
by the manufacturer. CPAU may pay for customer’s extended warranty terms on select
measures, as defined and priced in Exhibit C.
1.3.6 Respond to workmanship warranty calls as needed and assist customer in
responding to product warranty issues, according to the warranty obtained by customer.
Address all workmanship and product replacement warranty issues to reasonable
customer satisfaction.
1.4 Manage Program Funds and Third-Party Rebates
After completing the customer’s installation, Consultant will:
1.4.1 Submit application(s) for third-party program(s) the project is eligible for to reduce
project costs. Consultant and/or its Subcontractors shall enroll in third-party programs as
directed by CPAU and provide CPAU with proof of enrollment, within 30 days of such
proof becoming available.
1.4.2 If, after making commercially reasonable attempts to enroll Customers in CPAU-
directed third-party programs, the Parties determine that proceeding in certain programs
would be exceedingly burdensome for Consultant or the Customer, Consultant may
provide written documentation of its findings sufficient to allow CPAU to determine
whether Consultant shall continue attempting enrollment utilizing the “Additional
Services” clause of Section 4 of the Agreement, or whether to abandon continued
enrollment attempts at no additional cost.
1.4.3 If any third-party programs are terminated during the Term of this Agreement and
before Customer payments are issued, Consultant shall inform CPAU within 30 business
days, to allow CPAU to determine whether a substitute third-party program can be
utilized.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 28 of 42
1.4.4 Pay invoices for equipment, labor, and Subcontractor services.
1.4.5 Provide Monthly Expense Reports (Section I, Task 2.2) to receive payment for
Program services.
1.5 Provide Supporting Documentation for Completed Projects
Proper record-keeping is critical for the success of the single-family service. As such, Consultant
must timely and accurately make the following items available for each project in Consultant’s
CRM in order to receive payment for Services under this Agreement:
1.5.1 Customers’ Scope of Work.
1.5.2 Photos, Permits, and Final Inspection Report.
1.5.3 Executed Program Participation Agreement.
1.5.4 Project Installation Data
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 29 of 42
EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions
of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this
Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical
and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $
5. BUDGET CODE
COST CENTER
COST ELEMENT
WBS/CIP
PHASE
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
▪ SERVICES AND DELIVERABLES TO BE PROVIDED
▪ SCHEDULE OF PERFORMANCE
▪ MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)
▪ REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any):
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:
Name
Title
Date
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME:
BY:
Name
Title
Date
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 30 of 42
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so
long as all work is completed within the term of the Agreement. CONSULTANT shall provide a
detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the
notice to proceed (“NTP”) from the CITY.
Milestones Completion
Number of Days/Weeks (as specified
below) from NTP
Section I: Turnkey Home Electrification
Task 1: Program Design and Set Up 90 days
Task 1.1 Kickoff and Check-in Meetings 5 days
Task 1.2 Provide Compliance Documentation 90 days
Task 1.3 Finalize Program Design and Strategy 90 days
Task 1.4 Develop Program Handbook 90 days
Task 1.5 Develop and Maintain Technical Design
Guidelines
90 days
Task 1.6 Develop Home Assessment Template 90 days
Task 1.7 Develop Project Scope of Work
Template
90 days
Task 1.8 Develop Program Participation
Agreement
90 days
Task 1.9 Enroll in State or Local Programs 90 days
Task 1.10 Setup Customer Relationship
Management (CRM) System & Data Exchange
90 days
Task 2 Administrative Reporting Tasks Ongoing
Task 2.1 Develop and Provide Program Process
Reports
Monthly by 5th of the Month
Task 2.2 Develop and Provide Monthly Expense
Reports
Monthly by 5th of the Month
Task 2.3 Develop and Provide Annual Program
Report
Annually by January 31st
Task 3 Marketing and Outreach Ongoing
Task 3.1 Coordinate Marketing and Outreach
Activities
Ongoing
Task 4. Turnkey Home Electrification
Implementation (all subtasks)
90 days
Task 5 New Program Measures, Technologies, and
Methods (all subtasks)
Ongoing/as needed
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 31 of 42
Section II Turnkey Installation Program for Income-
Qualified households
Task II.1 Direct Install Implementation for Income-
Qualified households (all subtasks)
90 days from advanced written notice to
enact this section.
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements.
(This provision only applies if checked and only applies to on-call agreements per Section 1 or
agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in
Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case
of Additional Services, provided in all cases that the schedule of performance shall fall within the
term as provided in Section 2 (Term) of this Agreement.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 32 of 42
EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for Services performed in accordance with the
terms and conditions of this Agreement, and as set forth in the budget schedule
below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up
to the not to exceed budget amount for each task set forth below, as well as Exhibit C-2 “Eligible
Measure Compensation”.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of
the tasks or categories listed below, provided that the total compensation for the Services,
including any specified reimbursable expenses, and the total compensation for Additional Services
(if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this
Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and
Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or
expenses incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth in this Agreement shall be at no cost to the CITY.
Consultant understands that Consultant’s receipt of compensation under this Agreement will
depend on the number of customers who opt to participate in the Program by executing Program
Participation Agreements, and Consultant’s satisfactory completion of invoicing activities as
described in Exhibit A. CITY makes no guarantee, express or implied, regarding the number of
customers who will participate in programs covered by this Agreement.
Exhibit C – Compensation illustrates not-to-exceed (NTE) amounts for each budget category and
invoicing and payment terms.
Consultant is responsible for tracking expenditures and ensuring that neither the not-to-exceed
amounts per budget category, nor the total not-to-exceed total compensation of this Agreement
are exceeded. CITY may approve in writing the transfer of funds between budget categories
listed in Exhibit C - provided that the total compensation for Work does not exceed Seven
Million Fifty-Four Thousand Eight Hundred Sixty-Three Dollars ($7,054,863.00) for the Term
of the Agreement, as set forth in Section 4 of this Agreement. Consultant agrees to complete all
Work within the assigned budget amounts as set forth in Section 4.
CITY will compensate Consultant based on the hourly rates as set forth in Exhibit C-1 and
Exhibit C-2 “Eligible Measure Compensation” up to the NTE amounts listed in Exhibit C.
CITY will compensate Consultant the fixed price (the Cost per Unit) per Eligible Measure
installed by Consultant and approved by CITY, up to the NTE amounts listed in Exhibit C.
Exhibit C-2 includes the following compensation to Consultant:
• The "Compensation for Eligible Measure” set forth in Exhibit C-2 includes all of
Consultant’s costs to perform installation of Eligible Measures including, without
limitation, Consultant’s base equipment costs, material costs, labor costs, a standard
one (1) year warranty on parts and labor, and all manufacturer warranties transferred
to the customer. No additional fees or charges will be required of CITY or its
customers for Consultant to install the Eligible Measures listed in this Agreement.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 33 of 42
• The “Potential Compensation for Premium Equipment Upgrade” in Exhibit C-2
describes compensation that Cost-Share Turnkey Customers may pay Consultant for
equipment choices (e.g. color, brand, etc.) beyond the base equipment provided with
Eligible Measures if they elect to purchase this option.
Cost-share Turnkey Customer Cost Allocation
Cost-share Turnkey customers will pay Consultant a “Cost-share Payment”, which is based on
the fixed Compensation per Eligible Measure listed in Exhibit C-2 after applicable incentives are
applied. Cost-share Turnkey customers will pay Consultant the Premium Equipment Upgrade for
Eligible Measures listed in Exhibit C-2 if they elect to purchase these.
CITY bears no responsibility for any of Consultant’s cost and/or compensation to Consultant
associated with Customer Cost-share Payments or Premium Equipment Upgrade for any Cost-
share Turnkey customers. All such compensation will remain the sole responsibility of Cost-
share Turnkey customers who may elect to participate in the Program.
Updates to Exhibit C-2 Eligible Measures Compensation
Annually, Consultant will provide CITY proposed compensation for Eligible Measures listed in
Exhibit C-2 for the subsequent year, including the percent change in compensation for each
Eligible Measures from the previous year, if any. In the event that the proposed compensation
adjustment exceeds the Eligible Measure Compensation by more than 5% from the previous
year, Consultant shall provide a detailed breakdown of costs including all relevant supporting
documentation such as prevailing wage labor costs and material costs. Upon receipt of this
documentation, CITY shall review the provided information within ten (10) business days. CITY
may, at its discretion, approve or deny the proposed Eligible Measure Compensation exceeding
5% from the previous year. If CITY approves the higher cost, Consultant shall incorporate the
updates into Exhibit C-2. If CITY denies the higher cost, the existing Eligible Measure
Compensation will remain in effect.
CITY and Consultant may propose new Eligible Measures throughout the Term of this Agreement.
New Eligible Measures and their compensation shall be incorporated into the Program Handbook
(Task 1.4), Technical Design Guidelines (Task 1.5), and Exhibit C-2. In the event that the addition
of new Eligible Measures requires additional scope or budget, this shall be formalized in a
mutually negotiated and executed amendment to this Agreement.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 34 of 42
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Year 1 Year 2 Year 3
Task 1 - Start-up $ 211,075.00
Task 2 - Administrative
Reporting
$ 32,826.00 $ 32,826.00 $ 32,826.00
Task 3 - Marketing and
Outreach
$ 14,825.00 $ 14,825.00 $ 14,825.00
Task 4 – Turnkey Home
Electrification
Implementation
$ 441,793.00 $ 441,793.00 $ 441,793.00
Option II Task 1 - Income
Qualified
$ 77,060.00 $ 77,060.00 $ 77,060.00
Income Qualified Project
Costs
$ 420,975.00 $ 420,975.00 $ 420,975.00
Market Rate Project Costs
(Rebates)
$ 1,080,000.00 $ 1,080,000.00 $ 1,080,000.00
Total for Services and
Reimbursable Expenses
$2,278,554.00 $2,067,479.00 $2,067,479.00
Additional Services (if any,
per Section 4)
$ 227,855.00 $ 206,748.00 $ 206,748.00
Total per year Services and
Additional Services
$2,506,409.40 $2,274,226.90 $2,274,226.90
Maximum Total Compensation $7,054,863.00
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead,
administrative support time/overtime, information systems, software and hardware,
photocopying, telecommunications (telephone, internet), in-house printing, insurance and
other ordinary business expenses, are included within the scope of payment for Services and
are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be
reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will
be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 35 of 42
EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Position Titles 2025 Rate 2026 Rate 2027 Rate
Regional Director $201.50 $207.50 $213.75
Product Manager $178.25 $183.50 $189.00
Program Manager $167.00 $172.00 $177.25
Operations Project
Manager
$178.25 $183.50 $189.00
Project Manager $164.50 $169.50 $174.50
Senior Software Engineer $148.50 $153.00 $157.50
Data Analyst $138.00 $142.25 $146.50
Database Specialist $127.25 $131.00 $135.00
Marketing Manager $127.25 $131.00 $135.00
Marketing Specialist $100.25 $103.25 $106.25
Engineer I $113.00 $116.50 $120.00
Engineer II $133.75 $137.75 $142.00
Principal Engineer $169.75 $174.75 $180.00
Energy Advisor I $100.25 $103.25 $106.25
Energy Advisor II $111.50 $114.75 $118.25
Energy Advisor III $127.25 $131.00 $135.00
Customer Care Manager $122.00 $125.75 $129.50
Central Ops Supervisor $105.00 $108.25 $111.50
CSR II $89.00 $91.75 $94.50
Project Coordinator $87.00 $89.50 $92.25
Franklin Home
Assessment
$269.00 $269.00 $269.00
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 36 of 42
EXHIBIT C-2
ELIGIBLE MEASURES COMPENSATION
Eligible Measure Compensation
for Installed
Measure
Unit of
Measure
Potential Compensation
for Premium Equipment
Upgrade1
Base Electrification Measures
Heat pump water heater (80 gallon, 240V) $7,050.00 Per Unit N/A
Heat pump water heater (65 gallon, 240V) $6,350.00 Per Unit N/A
Heat pump water heater (50 gallon, 240V) $5,850.00 Per Unit N/A
Heat pump water heater (80 gallon, 120V) $7,050.00 Per Unit N/A
Heat pump water heater (65 gallon, 120V) $6,350.00 Per Unit N/A
Emergency loaner cost $400.00 Per Unit N/A
Heat pump HVAC, (ducted, inverter-driven) 2
Ton
$10,900.00 Per Unit $2,000.00
Heat pump HVAC, (ducted, inverter-driven) 3
Ton
$12,300.00 Per Unit $2,250.00
Heat pump HVAC, (ducted, inverter-driven) 4
Ton
$14,200.00 Per Unit $2,500.00
Heat pump HVAC, (ducted, inverter-driven) 5
Ton
$17,300.00 Per Unit $2,750.00
Heat pump mini-split system (Ductless, inverter-
driven,) one zone
$5,750.00 Per Unit $2,000.00
Heat pump mini-split system (Ductless, inverter-
driven,) two zone
$9,800.00 Per Unit $2,250.00
Heat pump mini-split system (Ductless, inverter-
driven,) three zone
$13,400.00 Per Unit $2,500.00
Heat pump mini-split system (Ductless, inverter-
driven,) four zone
$18,435.00 Per Unit $2,750.00
Electric induction range $2,450.00 Per Unit $1,000.00
Electric induction cooktop $3,050.00 Per Unit $1,000.00
High efficiency electric clothes dryer $2,000.00 Per Unit $1,000.00
Condensing combo washer-dryer $1,000.00 Per Unit $1,000.00
Electrical Services Measures
Electric panel replacement Minor $4,850.00 Per Unit N/A
Electric panel replacement Moderate $6,850.00 Per Unit N/A
Electric panel replacement Major $9,450.00 Per Unit N/A
Service upgrade $800.00 Per Unit N/A
Sub-panel replacement / installation $1,600.00 Per Unit N/A
Electrical Repair Minor $800.00 Per Unit N/A
Electrical Repair Moderate $1,600.00 Per Unit N/A
Electrical Repair Major $2,400.00 Per Unit N/A
Add 230 Volt Circuit (Homerun) Minor $1,200.00 Per Unit N/A
Add 230 Volt Circuit (Homerun) Moderate $1,600.00 Per Unit N/A
Add 230 Volt Circuit (Homerun) Major $2,000.00 Per Unit N/A
Add 120 Volt Circuit (Homerun) Minor $800.00 Per Unit N/A
Add 120 Volt Circuit (Homerun) Moderate $1,200.00 Per Unit N/A
Add 120 Volt Circuit (Homerun) Major $1,600.00 Per Unit N/A
Rare Breaker Adder Minor $50.00 Per Unit N/A
Rare Breaker Adder Moderate $75.00 Per Unit N/A
Rare Breaker Adder Major $100.00 Per Unit N/A
Circuit sharing device minor $500 Per Unit N/A
Circuit Sharing device moderate $1250 Per Unit N/A
Circuit throttling/pausing device minor $500 Per Unit N/A
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 37 of 42
Circuit throttling/pausing device major $3,000 Per Unit N/A
Smart panel $9,050.00 Per Unit N/A
Tandem breaker $200.00 Per Unit N/A
LED Recessed Lighting Retrofit $40 Per Unit N/A
LED Threaded Base Retrofit $30 Per Unit N/A
LED Pin Base Retrofit $35 Per Unit N/A
LED 4' Tube Retrofit $40 Per Unit N/A
LED 8' Tube Retrofit $50 Per Unit N/A
Efficiency Measures
Attic Insulation Final R 38-44 $2.50 Per Sq Ft N/A
Subfloor or Platform Duct Sealing & Return Sizing
Corrections
$1,500.00 Per Home N/A
Deeply Buried Ducts $3.60 Per Sq Ft N/A
High Performance Installation Verification
(HPIV)
$900.00 Per System N/A
HPIV Additional System $300.00 Per System N/A
Health and Safety Measures
CO Detector 10 year $50.00 Per Home N/A
Smoke Detector Minor $50.00 Per Home N/A
Smoke Detector Hardwire Minor $150.00 Per Home N/A
Smoke Detector Hardwire Moderate $250.00 Per Home N/A
Smoke Detector Hardwire Major $400.00 Per Home N/A
ERV Minor $2,000.00 Per Home N/A
ERV Moderate $2,850.00 Per Home N/A
ERV Major $3,600.00 Per Home N/A
Add 2" Filter HVAC Minor $40.00 Per Home N/A
Add 2" Filter HVAC Moderate $80.00 Per Home N/A
Add 2" Filter HVAC Major $120.00 Per Home N/A
Add 2" Filter BOX Minor $300.00 Per Home N/A
Add 2" Filter BOX Moderate $500.00 Per Home N/A
Add 2" Filter BOX Major $750.00 Per Home N/A
Fix Water Leak (exterior cladding) Minor $600.00 Per Home N/A
Fix Water Leak (exterior cladding) Moderate $1,000.00 Per Home N/A
Fix Water Leak (exterior cladding) Major $1,500.00 Per Home N/A
Fix Water Leak (interior plumbing) Minor $250.00 Per Home N/A
Fix Water Leak (interior plumbing) Moderate $600.00 Per Home N/A
Fix Water Leak (interior plumbing) Major $1,000.00 Per Home N/A
Fix Drainage Gutters & Downspouts Minor $500.00 Per Home N/A
Fix Drainage Gutters & Downspouts Moderate $1,000.00 Per Home N/A
Fix Drainage Gutters & Downspouts Major $1,500.00 Per Home N/A
Pest Infestation Remediation Minor $500.00 Per Home N/A
Pest Infestation Remediation Moderate $1,500.00 Per Home N/A
Pest Infestation Remediation Major $3,000.00 Per Home N/A
Asbestos Abatement Minor $4,000.00 Per Home N/A
Asbestos Abatement Moderate $8,000.00 Per Home N/A
Asbestos Abatement Major $12,000.00 Per Home N/A
Mold Remediation Minor $500.00 Per Home N/A
Mold Remediation Moderate $1,500.00 Per Home N/A
Mold Remediation Major $3,000.00 Per Home N/A
Remove Knob and Tube wiring $350 Per Junction N/A
Debris Removal Minor $400.00 Per Home N/A
Debris Removal Moderate $800.00 Per Home N/A
Debris Removal Major $1,500.00 Per Home N/A
Moving Personal Items Minor $400.00 Per Home N/A
Moving Personal Items Moderate $800.00 Per Home N/A
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 38 of 42
Moving Person Items Major $1,200.00 Per Home N/A
Structural Remediation Measures
Roofing Repair Minor $800.00 Per Home N/A
Roofing Repair Moderate $2,000.00 Per Home N/A
Roofing Repair Major $4,000.00 Per Home N/A
Exterior Door Replacement Minor $1,500.00 Per Home N/A
Exterior Door Replacement Moderate $2,500.00 Per Home N/A
Exterior Door Replacement Major $3,000.00 Per Home N/A
Whole Home Air Sealing Minor $750 Per Home N/A
Whole Home Air Sealing Moderate $2,000 Per Home N/A
Whole Home Air Sealing Major $4,000 Per Home N/A
Whole House Weather Stripping Minor $500.00 Per Home N/A
Whole House Weather Stripping Moderate $750.00 Per Home N/A
Whole House Weather Stripping Major $1,000.00 Per Home N/A
Window Replacement Minor $1,250.00 Per Home N/A
Window Replacement Moderate $1,600.00 Per Home N/A
Window Replacement Major $2,000.00 Per Home N/A
Drywall Repair Minor $400.00 Per Home N/A
Drywall Repair Moderate $800.00 Per Home N/A
Drywall Repair Major $1,200.00 Per Home N/A
Plaster Repair Minor $600.00 Per Home N/A
Plaster Repair Moderate $1,200.00 Per Home N/A
Plaster Repair Major $1,800.00 Per Home N/A
Air Quality Remediation Measures
Media Filter Upgrade Minor $150.00 Per Home N/A
Media Filter Upgrade Moderate $200.00 Per Home N/A
Media Filter Upgrade Major $300.00 Per Home N/A
Kitchen Vent Hood Replace Minor $200.00 Per Home N/A
Kitchen Vent Hood Replace Moderate $300.00 Per Home N/A
Kitchen Vent Hood Replace Major $400.00 Per Home N/A
Kitchen Vent Hood New Minor $600.00 Per Home N/A
Kitchen Vent Hood New Moderate $800.00 Per Home N/A
Kitchen Vent Hood New Major $1,000.00 Per Home N/A
Bathroom Fan Replacement Minor $400.00 Per Home N/A
Bathroom Fan Replacement Moderate $600.00 Per Home N/A
Bathroom Fan Replacement Major $800.00 Per Home N/A
Bathroom Fan New / Nonexisting Minor $700.00 Per Home N/A
Bathroom Fan New / Nonexisting Moderate $900.00 Per Home N/A
Bathroom Fan New / Nonexisting Major $1,100.00 Per Home N/A
Exterior Vent Installation Minor $700.00 Per Home N/A
Exterior Vent Installation Moderate $900.00 Per Home N/A
Exterior Vent Installation Major $1,100.00 Per Home N/A
HVAC Optimization Measures
Ductwork Repair Minor $300.00 Per Home N/A
Ductwork Repair Moderate $600.00 Per Home N/A
Ductwork Repair Major $900.00 Per Home N/A
Ductwork Replacement $500.00 Per Home N/A
Smart Thermostat Minor $105 Per Home N/A
Smart Thermostat Moderate $225 Per Home N/A
Smart Thermostat Major $342 Per Home N/A
New / Replacement Line Set Minor $400.00 Per Home N/A
New / Replacement Line Set Moderate $650.00 Per Home N/A
New / Replacement Line Set Major $900.00 Per Home N/A
Sheet Metal Fabrication Minor $400.00 Per Home N/A
Sheet Metal Fabrication Moderate $650.00 Per Home N/A
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 39 of 42
Sheet Metal Fabrication Major $900.00 Per Home N/A
Low Resistance Register Grilles Minor $400.00 Per Home N/A
Low Resistance Register Grilles Moderate $650.00 Per Home N/A
Low Resistance Register Grilles Major $900.00 Per Home N/A
New Register Cut In (per each) $275.00 Per Home N/A
Attic Infrastructure (bringing up to code) Minor $900.00 Per Home N/A
Attic Infrastructure (bringing up to code)
Moderate
$1,600.00 Per Home N/A
Attic Infrastructure (bringing up to code) Major $2,800.00 Per Home N/A
Attic Hatch Retrofit Minor $450.00 Per Home N/A
Attic Hatch Retrofit Moderate $600.00 Per Home N/A
Attic Hatch Retrofit Major $750.00 Per Home N/A
Heat Pump Water Heater Optimization
Measures
Water Heater Duct In Minor $600.00 Per Home N/A
Water Heater Duct In Moderate $750.00 Per Home N/A
Water Heater Duct In Major $900.00 Per Home N/A
Water Heater Enclosure Minor $400.00 Per Home N/A
Water Heater Enclosure Moderate $500.00 Per Home N/A
Water Heater Enclosure Major $600.00 Per Home N/A
Water Heater Relocation Minor $900.00 Per Home N/A
Water Heater Relocation Moderate $1,600.00 Per Home N/A
Water Heater Relocation Major $2,800.00 Per Home N/A
1st Unit $750.00 Per Home N/A
Additional Unit(s) $300.00 Per Home N/A
2-hour Virtual $247.000 Per Home N/A
4-hour On-Site $494.00 Per Home N/A
8-hour On-Site $988.00 Per Home N/A
1 Compensation to Consultant for Premium Equipment Upgrade is not guaranteed because it is solely dependent
on participating customer’s voluntary decision on whether to purchase the premium upgrade.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 40 of 42
EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED
TYPE OF COVERAGE
REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
PER ACCIDENT, PER POLICY,
PER EMPLOYEE
$1,000,000 $1,000,000
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY &
PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$2,000,000
$2,000,000
$2,000,000
BODILY INJURY $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
- EACH PERSON
- EACH OCCURRENCE
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE
BODILY INJURY AND
PROPERTY DAMAGE,
COMBINED
YES PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES
$1,000,000
$2,000,000
YES:
CONSULTANT
NO:
SUB-
CONTRACTOR
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 $1,000,000 $2,000,000
FOR AUTHORIZED SUBCONTRACTORS, PER SECTION 12, OPTION B, THE CITY OF PALO ALTO REQUIRES THE
FOLLOWING ADDITIONAL COVERAGES:
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 41 of 42
YES
POLLUTION LIABILITY, INCLUDING
SUDDEN AND ACCIDENTAL; AND
MOLD (WHEN APPLICABLE)
BODILY INJURY AND
PROPERTY DAMAGE,
COMBINED
$1,000,000
$2,000,000
YES
CONTRACTORS EQUIPMENT-
INSTALLATION FLOATER, INCLUDING
OWNED, LEASED OR BORROWED
EQUIPMENT AND TOOLS
PER ITEM
PER POLICY
$10,000
$100,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE
COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE
ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED,
INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION
OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS
ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
B. PRODUCTS-COMPLETED OPERATIONS LIABILITY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE PRODUCTS INSTALLED, SET UP OR
ASSEMBLED TO THE CITY OF PALO ALTO OR THE RESIDENTS OF PALO ALTO, AND THE COMPLETED
OPERATIONS OF THE NAMED INSURED, AS PER WRITTEN CONTRACT, INSURANCE AS AFFORDED BY THIS
POLICY WILL INCLUDE PRODUCTS-COMPLETED OPERATIONS LIABILITY COVERAGE.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE
AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
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.
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.
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
Professional Services
Rev. Oct 16,2024
Page 42 of 42
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE
FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
POLICYS
Thispoli
publici
storeda
“Users”)
complia
theCity
damage,
User,or
thirdpa
reportl
procedu
employe
thispol
disciplin
withFed
PURPOS
Informa
propriet
shallus
unautho
use.Be
toitss
exercise
procedu
PROCED
IThasa
informa
andthe
thispoli
TATEMENT
cydescribe
formation
ndtransmit
mustmain
ceofNonͲP
.Thefailur
liabilityorl
anyperson
rtyvendors
ss,damage
retotheir
edesignate
cyandpr
ryorother
eral,Califor
tionpertain
rycapaciti
besteffor
izedacce
ausetheCi
nsitivenat
reasonable
reapplieso
RES
doptedInfo
ndtrainau
Standards.T
cy.
I
theinform
(the“NonͲP
tedbytheC
taintheac
ublicInfor
tocompl
ossinrega
whotransa
,andothe
ordisclosur
supervisor
dbytheCit
cedures,i
actionimp
iaandCity
ingtothe
es,isavitala
tstoprotec
s,availab
yisrequir
reandva
andappro
lytoanAu
mationSec
horizeduse
heauthori
P
NFORMATI
ationsecuri
ublicInfo
ityofPalo
cessibility,a
mationcrea
withthis
rdtothepr
tsbusiness
rgovernme
eofNonͲP
ortheInf
’sInforma
cludingth
sedortake
laws,ordin
businesso
assetofthe
ttheinfor
ility,alter
dbyapplic
ue,anAut
riatecare
thorizedUs
rityStanda
rsonthere
zedusersh
ge1of4
ONSECURIT
typolicyan
mation”)c
Alto(the“
vailability,c
ted,collecte
policyand
opertyorre
withtheCi
ntalagenci
blicInform
rmationS
ionTechno
efailuret
bytheCit
nces,rules
oftheCity,
City.AnAu
ationcove
tion,des
blelawto
horizedUs
inconform
r’saccesst
rds(the“St
quirements
allcomplyw
P
POLICY
dprocedur
eated,coll
ity”).City
confidential
d,processe
procedure
utationoft
ty,includin
s.Author
tionoroth
curityMa
ogyDepart
reportt
orothera
andregulat
actingin
thorizedUs
redbythis
truction,d
protectthe
eroftheN
ingtoappli
anduseo
andards”)t
containedi
iththeSt
LICYANDPR
Revis
sforthep
ected,pro
employees
ity,integrit
,storeda
couldres
heCity,an
theCity’su
izedUsers
erviolationo
nager(the
ment(the“
eviolatio
fectedpers
ions.
bothitsg
erofNonͲP
policyand
isclosure,
NonͲPublic
NonͲPublicI
cablelaws.
fNonͲPublic
enforcet
nthispolic
ndards,inc
OCEDURES1Ͳ
d:Decembe
otectionof
cessed,rec
andofficial
andregul
dtransmitt
ltinsubst
therAuth
tilitycusto
areobligat
fthispolic
“ISM”)oro
IT”).Violati
,couldin
oninaccor
vernmenta
blicInform
procedures
modificatio
Informatio
nformation
Thispolic
Informatio
ispolicy.I
andproce
conjunction
Ͳ63/IT
r2017
nonͲ
eived,
s(the
atory
edby
antial
orized
mers,
edto
yand
other
onof
clude
dance
land
ation
from
nor
ndue
shall
yand
n.
Tshall
dures
with
DocuSign Envelope ID: 897C8B83-065B-4577-825E-268F4B08F750
EXHIBIT E
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
POLICYANDPROCEDURES1Ͳ63/IT
Revised:December2017
Page2of4
A. CoveredEquipmentandDevices
ThispolicyappliestoallCityͲapproved,Ͳownedor–leasedcomputernetworksystemsand
peripheralequipment(the“Equipment”),includinganymobilecommunicationdevice(the
“Device”),whetherornotownedbyanAuthorizedUser,thatmaybeusedtocreate,
collect,process,storeandtransmittheNonͲPublicInformation.
B. RolesofInformationTechnologyDepartmentandOthers
IT,includingtheChiefInformationOfficer(“CIO”)andtheISM,shallpromoteinformation
securityawarenesswithintheCitygovernmentcommunity,andshallreceiveandmaintain
reportsofincidents,malfunctionsandthreatstotheCity’sinformationtechnologyassets,
whichmayhaveasecurityimpactupontheCity.TheCIOandISMarealsoresponsiblefor
developingtheStandards.
ITshallberesponsibleforthedesign,primaryenforcementandmaintenanceofNonͲPublic
Informationsecuritythrougheducation,trainingandothermeans.ITshallensurethatthe
followingcontrolmeasuresandstandardsareenabledoneveryEquipmentandDevice:
LimitphysicalandloginaccesstotheEquipmentandtheDevicestoAuthorizedUsers.
MaintainthemostcurrentsoftwarepatchesandantiͲvirussoftwarefortheEquipmentand
theDevices.
EnableandusehostͲbasedfirewalls,asavailable,toensurethesecurityoftheEquipment
andtheDevice(s).PerformregularsecurityscansontheEquipmentandtheDevice(s).
C. UserAccessControlRequirements
1. DonotaccessNonͲPublicInformationexcepttotheextentyouhaveaneedtodoso
inordertoperformyourCityduties.
2. DonotdiscloseorshareNonͲPublicInformationwithanypersonwhodoesnothave
botharighttoaccesstheNonͲPublicInformationandaneedtodosoinorderto
performtheirCityduties.
3. DonotalterordestroyNonͲPublicInformationexcepttotheextentyouare
requiredorauthorizedtodoso.
4. AnAuthorizedUserwhohasaccesstoNonͲPublicInformationshallprotectand
securethatinformationwhiletheinformationisinhisorhercustodyinamanner
thatisconsistentwithapplicablecontractandlegalrequirementsandrestrictions
andisreasonableandappropriatetothelevelofrisk,sensitivityorvaluetheNonͲ
PublicInformationhastotheCity.
5. AnAuthorizedUsershallmaintaintheaccessibility,availability,confidentiality,
integrityandregulatorycomplianceofanyNonͲPublicInformationthatiscreated,
DocuSign Envelope ID: 897C8B83-065B-4577-825E-268F4B08F750Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
POLICYANDPROCEDURES1Ͳ63/IT
Revised:December2017
Page3of4
collected,processed,storedandtransmittedbytheCityona24hoursͲperͲday,7
daysͲperͲweek(“24/7”)basis.
6. AnAuthorizedUsershallmaintaintheprotectionofinformationassetsfrom
maliciouscode,includingvirusesandmalwarebyfollowingtheCity’sincident
managementprocedures,includingdetection,prevention,isolation,andrecovery
tools.
D. EquipmentandDevicesSecurityControlRequirements:
1. SecureyourEquipmentandDevicesbyusingascreensaverorbuiltͲinlock
featurewhenyouarephysicallyawayfromyourofficeorotherworkspace.
2. Restrictphysicalaccess24/7toyourEquipmentandDevices,inparticular,your
laptopcomputer,byalockandsecuritycable,iftheCitymakesthemavailable.
3. MaintainpossessionofyourDevice(s)24/7andrequireapasswordorfingerprint
toaccessandusetheDevice(s).
4. LogoutwhenyouceaseaccessanduseofEquipmentandDevice(s).
5. NotifytheITHelpDeskandtheISMimmediatelywheneveryoubecomeaware
orsuspectNonͲPublicInformation,passwords,orotheraccesscontrol
mechanismshavebeencompromised,disclosed,lost,orstolen.
6. Donotintentionally,recklesslyorwillfullyalter,damage,ormisuseanyCityͲ
ownedor–leasedEquipmentorDevice.
7. TheusershallcomplywiththePolicyandtheStandardswheneverheorsheuses
aCityOwnedMobileDevice(“COMD”)andorEmployeeͲOwnedMobileDevices,
alsoknownasBringYourOwnDevices(“BYOD”)toconducttheCitybusiness.
8. BYODsandCOMDsincludesmartphones,cellphones,tabletsPCs(Androids,
iPads,etc.)anduserͲownlaptops.OnlyauthorizedBYODshallhaveaccesstothe
onlyauthorizedCity’sapplicationsystems.TheCityreservestherighttoprovide
orwithdrawaccesstotheCityinfrastructurewithoutnotice.
E. Utilities’CustomerIdentityandCreditSecurity
FederalregulationsamendingtheFairCreditReportingAct,includingtheFairandAccurate
CreditTransactionsActof2003(FACTAct),andtheRedFlagsClarificationActof2010,
protecttheNonͲPublicInformationofcustomersoffinancialinstitutions,includingutilities,
thataredefinedas“creditors.”Theseregulationsrequirethatconsumer’sNonͲPublic
Information,suchascreditcarddata,SocialSecurityNumbers,driver’slicensenumbers,or
similardatabesecuredbyAuthorizedUsersandwithintheCity’sdatamanagement
systems.AuthorizedUsersarerequiredtoreportanysuspectedorrealbreachofUtilities
NonͲPublicInformationtotheISMimmediately.TheISMwillidentify,detect,preventand
mitigatethesuspected,realorfuturebreachesofsecurity,asrequiredbytheregulations.
F. ViolationsandEnforcement
AnAuthorizedUsermustreportanactualorsuspectedviolationofthispolicyand
procedurestohisorhersupervisorandIT.TheCitywillnotdisciplineanAuthorizedUser
DocuSign Envelope ID: 897C8B83-065B-4577-825E-268F4B08F750Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
POLICYANDPROCEDURES1Ͳ63/IT
Revised:December2017
Page4of4
formakingagoodfaithreportofapotentialviolationofthispolicyandproceduresorthe
Standards.
AviolationofthispolicywillbeinvestigatedbytheappropriateCitystaffandifaviolationis
established,disciplinaryactionuptoterminationfromemploymentmayresult.
NOTE:QuestionsregardingthispolicyshouldbereferredtotheInformationTechnology
Department,asappropriate.
Recommended:__________________________________________________
DirectorInformationTechnology/CIO Date
Approved: ____________________________________________________
CityManager Date
DocuSign Envelope ID: 897C8B83-065B-4577-825E-268F4B08F750
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
City of Palo Alto
Information Security
Document Version: V3.0
Doc: InfoSec 110
Page 1 of 3
EXHIBIT “F”
CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City's customers and people
who do business with the City, including, without limitation, vendors, utility customers, library patrons, and
other individuals and companies, who are required to share such information with the City, as a condition
of receiving services from the City or selling goods and services to the City, including, without limitation,
the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including,
without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install,
provide, and maintain a secure IT environment, described below, while it renders and performs the
Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any
scope of work implicates the confidentiality and privacy of the personal information of the City's customers.
The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth
in Part A below.
A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City,
including connection to the City's IT systems; (b) the Consultant's operations and maintenance processes
needed to support the environment, including disaster recovery and business continuity planning; and (c)
the IT infrastructure performance monitoring services to ensure a secure and reliable environment and
service availability to the City. "IT infrastructure" refers to the integrated framework, including, without
limitation, data centers, computers, and database management devices, upon which digital networks
operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the
Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one
or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth
in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security
Manager (the "ISM").
Part A. Requirements:
The Consultant shall at all times during the term of any contract between the City and the Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the
City with respect to the Services to be performed under this Agreement.
(b) Comply with the City's Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are documented,
are accessible to the City, and conform to ISO 27001/2 – Information Security Management
Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103
http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297
(d) Conduct routine data and information security compliance training of its personnel that is
appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software
versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for performing
professional and criminal background checks of its employees that (1) would permit verification of
employees' personal identity and employment status, and (2) would enable the immediate denial
of access to the City's confidential data and information by any of its employees who no
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
City of Palo Alto
Information Security
Document Version: V3.0
Doc: InfoSec 110
Page 2 of 3
longer would require access to that information or who are terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or
has failed to meet any objective terms and conditions.
(h) Implement access accountability (identification and authentication) architecture and support role-
based access control ("RBAC") and segregation of duties ("SoD") mechanisms for all personnel,
systems, and Software used to provide the Services. "RBAC" refers to a computer systems security
approach to restricting access only to authorized users. "SoD" is an approach that would require
more than one individual to complete a security task in order to promote the detection and
prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the
Services' environment design and deployment are known to the City, and (2) it has implemented
measures in accordance with industry best practices applicable to secure coding and secure IT
architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity, and availability of the City's information.
(k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch
and/or release levels by not later than one (1) week after its date of release. Emergency security
patches must be installed within 24 hours after its date of release.
(l) Provide for the timely detection of, response to, and the reporting of security incidents, including
on-going incident monitoring with logging.
(m) Notify the City within 48 hours of detecting a security incident that results in the unauthorized
access to or the misuse of the City's confidential data and information.
(n) Inform the City that any third party service provider(s) meet(s) all of the Requirements.
(o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis,
and provide the required summary reports of those self-audits to the ISM on the annual
anniversary date or any other date agreed to by the Parties.
(p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's
performance of random site security audits at the Consultant's site(s), including the site(s) of a
third-party service provider(s), as applicable. The scope of these audits will extend to the
Consultant's and its third-party service provider(s)' awareness of security policies and practices,
systems configurations, access authentication and authorization, and incident detection and
response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, and the Confidential Information will be accessible only by the Consultant and any
authorized third-party service provider's personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability of the
Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted
at rest, and the backup stage at the Vendors' environment (including Vendor's contracting
organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier
termination of this Agreement and in a mutually agreeable storage medium. Within thirty
(30) days after the effective date of expiration or earlier termination of this Agreement, all of
those records relating to the performance of the Services shall be provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state, and local data
and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and
or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP
address to the Vendor environment (primarily hosted for the City of Palo Alto).
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625
City of Palo Alto
Information Security
Document Version: V3.0
Doc: InfoSec 110
Page 3 of 3
(w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the
systems and services the Vendor provides to the City.
(x) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions for
authentication and authorization services from the "City's environment to the Vendor's
environment," and Vendor's environment to the Vendor's cloud services/hosted environment." The
Vendor shall allow two employees of the City to have superuser and super-admin access to the
Vendor's IT environment, and a cloud-hosted IT environment belongs to the City.
(y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect
or punitive damages whatsoever including, without limitation, damages for loss of use, data or
profits, arising out of or in any way connected with the City's IT environment, including, without
limitation, IT infrastructure communications.
(z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s
EXHIBIT “D” INSURANCE REQUIREMENTS.
Part B. Alternate Requirements:
Docusign Envelope ID: 5A416B1A-C310-440C-9123-7000DB2E5625