HomeMy WebLinkAboutStaff Report 2605-6354CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, June 01, 2026
Council Chambers & Hybrid
5:30 PM
Agenda Item
8.Approval of Professional Services Contracts with Concourse Tech Inc., Contract No.
C26195689, and Prospect Silicon Valley, Contract No. C26195690, to Support Commercial
Efficiency and Electrification Programs for a Term of Three (3) Years for a Total Combined
Not to Exceed Amount of $898,500; CEQA Status – Not a Project
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: June 1, 2026
Report #:2605-6354
TITLE
Approval of Professional Services Contracts with Concourse Tech Inc., Contract No. C26195689,
and Prospect Silicon Valley, Contract No. C26195690, to Support Commercial Efficiency and
Electrification Programs for a Term of Three (3) Years for a Total Combined Not to Exceed
Amount of $898,500; CEQA Status – Not a Project.
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee
to:
1. Execute Contract No. C26195689 with Concourse Tech Inc. for a not-to-exceed amount of
$148,500 over a three-year contract term ending June 4, 2029______ to develop a
Commercial Customer Characterization Tool and engagement platform for large
commercial and industrial customers as well as small and medium businesses;
2. Extend Contract No C26195689 with Concourse Tech Inc. for up to two (2) additional 12-
month periods with an annual not-to-exceed of $15,000 over the contract extension
period, subject to mutual agreement and available budget appropriations, for a total
contract amount not to exceed $178,500 over a five-year term ending June 4,
2031_______;
3. Execute Contract No. C26195690 with Prospect Silicon Valley (Prospect SV) for a not-to-
exceed amount of $750,000 over a three-year contract term ending May 3,
2029_______ to provide Technical Assistance and Equipment Option Analysis to support
electrification in commercial buildings; and
4. Extend Contract No C26195690 with Prospect SV Inc. for up to two (2) additional 12-
month periods with no additional cost to the City, subject to mutual agreement for a
total contract amount not to exceed $750,000 over a five-year term ending May 3,
2031______.
EXECUTIVE SUMMARY
BACKGROUND
In August 2025, CPAU issued three related RFPs for professional services to enhance the City’s
commercial efficiency and electrification program offerings:
ANALYSIS
The Category 3 contract with Prospect SV will provide technical assistance and equipment
option analysis to support electrification of space heating and cooling, water heating and
commercial cooking equipment in commercial buildings. These services will help customers
evaluate replacement options, assess project feasibility, including assessing existing panel
capacity and space requirements of proposed electric equipment option(s), estimate cost
ranges of implementing feasible efficiency measures, and make informed decisions that align
with both operational needs and climate goals.
Solicitation Process
The City issued separate Requests for Proposals (RFPs) on August 14, 2025, for Category 2 and
Category 3 services. Through a competitive RFP process, staff selected Concourse Tech Inc. as
the vendor that best meets the City’s needs for Category 2. Through a similar RFP process, staff
selected Prospect SV as the vendor that best meets the City’s needs for Category 3.
Concourse Tech Inc. offers configurable cloud-based software solutions, specifically designed
for the public sector, that can support CPAU’s needs to characterize its commercial utility
customers and their energy use. Their platform provides flexibility to customize workflows, data
collection, and reporting, enabling CPAU to characterize and identify commercial customers
that would benefit from commercial electrification technical assistance and rebate offerings.
Concourse’s demonstrated experience, technical capabilities, and adaptable software tools
position them to successfully deliver the final products and services required for Category 2.
Prospect SV maintains local staff with extensive experience in building electrification,
equipment option analyses, permitting support, and project management for commercial and
multifamily electrification projects throughout the Bay Area. As part of its proposal, Prospect SV
has partnered with engineering firms and consultants with expertise in complex mechanical,
electrical and plumbing system designs, building energy modeling, electric load calculations,
and load management strategies. Its local presence and electrification expertise position
Prospect SV well to meet the electrification needs of CPAU’s commercial customers.
Table 1: Summary of details related to RFP #195689 and RFP # 195690
Category 2 Request for Proposal # 195689
https://procurement.opengov.com/portal/palo-
alto-ca/projects/191814
Category 3 Request for Proposal # 195690
https://procurement.opengov.com/portal/palo-
alto-ca/projects/191820
Staff has added an Additional Services budget of
$13,500 for the purchase of external data sources to the contract, resulting in a total not-to-
exceed three-year budget of $148,500 for the contract with Concourse Tech Inc. The two-year
extension option will add an annual not-to-exceed amount of $15,000 to cover the annual
maintenance and support. Staff will consider exercising the contract extension option if the tool
developed by Concourse Tech Inc. performs reliably, meets expectations for effective customer
targeting, and there continues to be a demonstrated need for staff use of the tool, with no
comparable alternative tool available at that time.
FISCAL/RESOURCE IMPACT
projects, which aligns with Council’s Cap and Invest policy to promote investment in energy
efficiency programs for the natural gas portfolio and retail customers.
STAKEHOLDER ENGAGEMENT
ENVIRONMENTAL REVIEW
administrative government activities will not result in any direct or indirect physical change to
the environment (CEQA Guidelines section 15378(b)(5)).
POLICY IMPACTS
ATTACHMENTS
APPROVED BY:
Professional Services
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CITY OF PALO ALTO CONTRACT NO. C26195689
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND COQUINA LABS INC. dba
CONCOURSE TECH INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 4th day
of June, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and COQUINA LABS INC. dba CONCOURSE
TECH INC., a corporation, located at 169 Madison Ave., Suite 15520, New York, NY 10016
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A.CITY intends to create a customer characterization tool for staff to use for the commercial
energy efficiency and electrification program (the “Project”) and desires to engage a consultant to
provide a cloud-based customer characterization tool for customer identification, outreach,
engagement, and project management in connection with the Project (the “Services”, as detailed
more fully in Exhibit A).
B.CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or
certifications to provide the Services.
C.CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall provide CITY with access to its
proprietary cloud-based Customer Characterization Tool software-as-a-service platform and shall
perform the related implementation and other Services described in Exhibit A in accordance with
the terms and conditions contained in this Agreement. During the Term, CONSULTANT grants
CITY a limited, non-exclusive right to access and use such platform solely for CITY’s internal
business purposes in connection with the Project. The performance of all Services shall be to the
reasonable satisfaction of CITY. CONSULTANT shall use commercially reasonable efforts to
make the proprietary cloud-based Customer Characterization Tool software-as-a-service platform
available at least 99.5% of the time in each calendar month, excluding scheduled maintenance (for
which CONSULTANT shall provide at least forty-eight (48) hours’ prior notice to CITY, and
which shall be performed outside of normal business hours to the extent reasonably practicable)
and emergency maintenance or outages caused by factors outside of CONSULTANT’s reasonable
control.
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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
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 June 4,
2029, 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 One Hundred Thirty-
Five Thousand Dollars ($135,000). 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.
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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 Thirteen Thousand Five Hundred Dollars ($13,500)
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 One Hundred Forty-Eight Thousand Five Hundred
Dollars ($148,500), 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.
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SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed
by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it,
its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT
represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature
that are legally required to perform the Services. All Services to be furnished by CONSULTANT
under this Agreement shall meet the professional standard and quality that prevail among
professionals in the same discipline and of similar knowledge and skill engaged in related work
throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement, as amended from time to time. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and give all notices required by law in
the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for reasonable
direct costs, including, but not limited to, increases in the cost of Services, arising from or caused
by CONSULTANT’s material errors and omissions, including, but not limited to, the costs of
correcting such errors and omissions or any change order markup costs; provided, however, that
CONSULTANT’s obligation with respect to such material errors and omissions shall be limited,
at CITY’s option, to (i) re-performance of the deficient Services, or (ii) refund of fees paid for the
deficient Services in lieu of such re-performance. CONSULTANT shall not be responsible or
liable for any consequential, incidental, special, exemplary, punitive or indirect damages, except
for reasonable direct costs arising from delay or failure to perform the Services.
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
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employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent
or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY
shall be construed as providing for direction as to policy and the result of CONSULTANT’s
provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without
effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement
will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the
parties.
SECTION 12. SUBCONTRACTING.
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. The subcontractors authorized
by CITY to perform work on this Project are:
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 Thomas Smyth as
the CONSULTANT’s Project Manager to have supervisory responsibility for the performance,
progress, and execution of the Services and represent CONSULTANT during the day-to-day
performance of the Services. If circumstances cause the substitution of the CONSULTANT’s
Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment
of a substitute Project Manager and the assignment of any key new or replacement personnel will
be subject to the prior written approval of the CITY’s Project Manager. CITY's approval of any
substitute Project Manager or key personnel shall not be unreasonably withheld, conditioned, or
delayed. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel
who CITY finds materially fail to perform the Services in accordance with this Agreement or
engage in documented misconduct. CITY's right to remove CONSULTANT personnel shall be
limited to situations involving material failure to perform the Services in accordance with this
Agreement or documented misconduct.
CITY’s Project Manager is Shelby Sinkler, Utilities Department, 250 Hamilton Ave., Palo Alto,
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CA, 94301, Telephone: 650-329-2525, Email: Shelby.Sinkler@paloalto.gov. CITY’s Project
Manager will be CONSULTANT’s point of contact with respect to performance, progress and
execution of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. “City Data” means all data, information, and
materials provided by CITY to CONSULTANT, or generated, collected, or derived from such data
by CONSULTANT in connection with the Services. 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, that are specifically created for CITY and
delivered to CITY as part of the Services (the “Deliverables”), including configurations and
customizations specific to CITY and CITY Data and compilations thereof, shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the Deliverables 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 with respect to the Deliverables.
Notwithstanding the foregoing, CONSULTANT retains all right, title and interest in and to its pre-
existing software, SaaS platform, and other proprietary tools, materials and technology, and any
general improvements or enhancements thereto. To the extent any such items are incorporated in
the Deliverables, CONSULTANT grants CITY a nonexclusive, perpetual, irrevocable, royalty-
free license to use them solely as necessary to use the Deliverables for CITY’s internal purposes.
Neither CONSULTANT nor its subcontractors, if any, shall make any of such Deliverables
available to any individual or organization without the prior written approval of the City Manager
or designee. CITY retains all right, title, and interest in and to all City Data, and CONSULTANT
may access and use City Data solely for purposes of performing the Services under this Agreement
and for no other purpose. CONSULTANT makes no representation of the suitability of the
Deliverables 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
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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.
16.4 In addition to the foregoing, CONSULTANT shall indemnify, defend and
hold harmless CITY and its Indemnified Parties from and against any and all Claims by any third
party alleging infringement or misappropriation of any patent, copyright, trademark, trade secret,
or other intellectual property right arising out of the use of the Services or CONSULTANT’s
software, SaaS platform, or related technology by CITY in accordance with the terms of this
Agreement. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS
AGREEMENT SHALL APPLY TO CONSULTANT’S OBLIGATIONS UNDER THIS
SECTION 16.4. CONSULTANT shall have the right to investigate, defend and settle any such
Claim. CONSULTANT shall have no liability for any Claim under this Section 16.4 to the extent
it is based on (a) CITY’s unauthorized modification of the Services or CONSULTANT’s
technology, or (b) CITY’s use of the Services in combination with products or services not
provided by CONSULTANT, where such Claim would not have arisen but for such modification
or combination.
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.
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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. In the event of termination without cause, CITY shall
compensate CONSULTANT for all work performed through the termination date, including
reasonable, documented wind-down costs not to exceed ten (10) percent of the remaining contract
value. If CONSULTANT fails to perform any of its material obligations under this Agreement, in
addition to all other remedies provided under this Agreement or at law, the City Manager may
terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of
suspension or termination, CONSULTANT will discontinue its performance of the Services on
the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the
City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the notice of suspension or termination; provided, however, if this
Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be
obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services
provided in material conformity with this Agreement as such determination is made by the City
Manager acting in the reasonable exercise of his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 19.5, 20,
25, 27, 28, 29 and 30.
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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).
19.5. Upon expiration or termination of this Agreement, CONSULTANT shall,
upon request, promptly and in no event later than ten (10) days, provide CITY with a complete
copy of all City Data in a commercially reasonable, machine-readable format, at no additional cost
to CITY. CITY shall have the option to specify a reasonable method for obtaining such City Data.
Such obligation shall apply to all City Data in the possession of CONSULTANT and its
subcontractors, if any. Upon written confirmation from CITY that the City Data has been
successfully transferred, CONSULTANT shall promptly delete or securely destroy such data from
its systems.
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.
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
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Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby
incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and,
third, recycling or composting waste. In particular, CONSULTANT shall comply with the
following Zero Waste requirements:
(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
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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).
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.)
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential
Information in strict confidence, not disclose it to any third party, and will use it only for the
performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical
safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its
employees, agents and subcontractors, if any, to the extent they have a need to know in order to
perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose,
provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality
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and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or
indirectly, pursuant to this Agreement, including any City Data. Confidential Information excludes
information that CONSULTANT can show by appropriate documentation: (i) was publicly known
at the time it was provided or has subsequently become publicly known other than by a breach of
this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by
CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify CITY promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
its possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of
Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
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
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action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated
agreement between the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements, negotiations, representations, statements and undertakings, either oral or
written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
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 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.
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CONTRACT NO. C26195689
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
APPROVED AS TO FORM:
__________________________
City Attorney or designee
COQUINA LABS INC. dba
CONCOURSE TECH INC.
Officer 1
By: ________________________________
Name: ______________________________
Title: _______________________________
Officer 2 (Required for Corp. or LLC)
By: ________________________________
Name: ______________________________
Title: _______________________________
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Thomas Smyth
CEO
Rapolas Binkys
Assistant Treasurer
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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.
Phase 1: Discovery and Requirements
Task 1.1 Project Kickoff
CONSULTANT will execute a project kickoff meeting which will include stakeholder interviews
with utilities staff and key account representatives to determine data sources needed for the tool.
CONSULTANT will include its Characterization results as .CSV outputs so that City of Palo Alto
Utilities (CPAU) can integrate these tables into its Customer Relationship Management (CRM)
tools and other future platforms. CONSULTANT will use commercially reasonable efforts to
integrate the platform with the CRM tool.
Task 1.1 Deliverables:
• Project Plans
• Requirements document
• Integration assessment report
Task 1.2 Data Inventory and Gap Analysis
CONSULTANT will collect data from the CITY and other resources to obtain the information
needed to build the Characterization Tool. All data will be open-source, delivered by the CITY, or
paid for by the CITY. CONSULTANT will not be expected to purchase any data for the analysis
tool. Exact data requirements will be discussed as part of the initial discovery phase.
CONSULTANT shall be responsible for identifying data requirements and notifying CITY of any
material data gaps or quality issues that may affect performance of the Services. The tool will
provide data including but not limited to commercial property inventory, utility usage, property
owner and tenant contact information, rooftop unit inventory, and property level Energy Use
Intensity (EUI) analysis. CONSULTANT will report the results and methodologies for the
Characterization Tool. Expected data collection needed to develop the tool includes, but is not
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limited to:
Inventory of Commercial Properties
• Commercial Property Aggregation: CONSULTANT will utilize multiple data sources such
as utility data, meter matching data, County data, commercial real estate data, satellite
imagery, GIS, and building footprint data. These sources are used to identify and aggregate
individual tax lot information into larger commercial complexes.
• Commercial Building Inventory: CONSULTANT will use remote sensing tools, such as
LiDAR, to identify individual buildings, rooftop equipment, and building data for each
property. Machine learning models are utilized to predict missing building attributes such
as number of stories, building vintage and other variables that are often missing at high
rates in the property databases.
• Best Contact Information Analytics: To improve CPAU’s ability to contact a
decisionmaker building site, CONSULTANT will utilize CoStar, county assessor, the Palo
Alto business registry, real estate data, business contact databases, such as Open
Corporates, and other sources to integrate contact information from its multiple sources to
identify the best commercial customer contact information.
• Commercial Property Level EUI: CONSULTANT will utilize monthly gas and electricity
consumption data from CPAU to calculate EUI (kBTU/sqft/year) at the property level
based on the property aggregation (total property sqft) and with aggregated kWh and therm
consumption for matched meters, kWh/sqft, and therms/sqft.
Identify Commercial Rooftop Packaged HVAC Units
• Commercial Rooftop Packaged HVAC Unit (RTU) Classification: CONSULTANT will
create a tool that uses high resolution ortho-imagery and supervised image classification
tools to identify rooftop units on each commercial building in CPAU territory.
• Commercial Energy Disaggregation Analytics: CONSULTANT will utilize building
energy modeling tools to identify cost-effective energy efficiency upgrades at commercial
properties through its load disaggregation algorithms that will identify different end-uses
including heating, cooling, and baseload kWh and therms. This analysis is what will
estimate RTU age through property heating and cooling efficiency as a proxy for age.
Task 1.2 Deliverables:
• Data inventory report
• Gap analysis of existing systems
Phase 2 System Design and Development
Task 2 System architecture design and technical specifications
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CONSULTANT will deploy a secure online data application for CPAU that allows program staff,
program administrators, and analysts at CPAU to access the results. CONSULTANT will develop
advanced mapping and visualization tools that can be customized according to CPAU’s needs.
This task includes, but is not limited to:
• Backend development with database and API creation
• Frontend development with responsive user interface
• GIS integration and data processing modules
• Customer segmentation algorithms and analytics
• Integrated testing throughout development process
CONSULTANT will ensure that all the project data will be stored on hyper-secure Amazon Web
Service (AWS), easily accessible by staff, which integrates the latest cyber-security tools and
standards for software as a service (SaaS) platform. The Characterization dashboard is available
as an Application Programming Interface (API) that will enable CPAU to integrate its functions
into existing technological tools.
Task 2 Deliverables:
• System architecture
• Working prototype
• Integration modules
Phase 3 Testing and Quality Assurance
Task 3.1 Internal Testing
CONSULTANT shall conduct functional testing of all system components, which includes
performance testing, optimization, security testing and vulnerability assessment. CONSULTANT
will also conduct integration testing with existing CPAU systems.
Task 3.1 Deliverables:
• Test results
• Performance metrics
• Security assessment results
Task 3.2 User Acceptance Testing with CPAU
CONSULTANT will plan, organize, and facilitate User Acceptance Testing (UAT) in coordination
with CPAU staff to validate that the tool meets business and operational requirements. This
includes developing a clear UAT plan, defining test scenarios and success criteria, scheduling
testing sessions, and providing guidance to staff throughout the process. The consultant will
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document feedback, track issues to resolution, and confirm final sign-off to ensure the system is
ready for deployment.
Task 3.2 Deliverables:
• UAT summary report
Phase 4 Training and Deployment
Task 4.1 CPAU Staff Training
CONSULTANT shall develop clear, user-friendly user manuals for both system administrators
and end users. CONSULTANT will ensure all documentation reflects finalized tool functionality
and incorporates feedback from UAT. CONSULTANT is to provide documentation in editable
and accessible formats for future updates and internal use.
CONSULTANT is to provide end-user training focused on core functionality, workflows, and best
practices aligned with day-to-day operations. CONSULTANT will deliver training sessions in
accessible formats (e.g., virtual sessions and recorded materials) to accommodate staff availability.
Task 4.1 Deliverables:
• User training manuals
• User training recordings
Task 4.2 Project Handoff
CONSULTANT will provide CITY with a login to the tool to access commercial customer
information and energy data. The tool will allow CITY to export and use the data for program
design, customer identification, outreach, and high-level energy analysis. CONSULTANT will
support a structured transition from implementation to operational ownership, ensuring the system
is fully deployed, validated, and supported by staff. This includes, but is not limited to:
• Production system deployment
• Data migration and system configuration
• Go-live support and initial user assistance
• Final system validation and acceptance
• Support procedures and escalation setup
Task 4.2 Deliverables:
• Production system
• Procedures document
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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 ___________________________________
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
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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 Number of Days/Weeks (as specified below)
Task 1 Discovery and Requirements Weeks 1-2
Task 2 System Design and Development Weeks 3-8
Task 3 Testing and Quality Assurance Week 9
Task 4 Training and Deployment Week 10
User Licenses Ongoing, during Term
Maintenance and Support Ongoing, during Term
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.
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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.
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.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
135,000.00
0
Total for Services and Reimbursable Expenses $135,000.00
Maximum Total Compensation $148,500.00
Fees for user licenses, maintenance, and support shall be prorated to the effective date of
termination or expiration of the Agreement.
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.
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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.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Table 2 – Commercial Customer Characterization Tool
Task Deliverable Assumptions/Not
120 $150 $18,000 Comprehensive i t 2.1
&
Requirement
s
gathering with all stakeholders
Requirements
Category 2: Documentation
2.1 Subtotal Customer Architecture Characterizat
ion
2.2 System Design and Backend Identification, Frontend Outreach, GIS/Data Engagement,
2.2 Subtotal Project 2.3 Testing Testing
Management 2.3 Subtotal 2.4 Training
&
Staff Training 60 $150 $9,000 Complete User
Manual/Docume System Launch
2.4 Subtotal 2.5 User
Licenses 20 $150 $6,000 Annual licensing for unlimited
Other
2.5 Subtotal
($)
2.6
Maintenance
& Support
0 N/A $24,000 Annual support and
fee Updates
2.6 Subtotal ($)
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY
CONSULTANT
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.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED
COVERAGE AT THE FOLLOWING EMAIL: PurchasingSupport@PaloAlto.Gov
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.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS
POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE
FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
Purchasingsupport@PaloAlto.Gov
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POLICY AND PROCEDURES 1‐64/IT
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EXHIBIT “E” INFORMATION PRIVACY POLICY
POLICY STATEMENT
The City of Palo Alto (the “City”) strives to promote and sustain a superior quality of life for
persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the City,
consistent with the provisions of the California Public Records Act, California Government Code
§§ 6250 – 6270, to take appropriate measures to safeguard the security and privacy of the
personal (including, without limitation, financial) information of persons, collected in the
ordinary course and scope of conducting the City’s business as a local government agency.
These measures are generally observed by federal, state and local authorities and reflected in
federal and California laws, the City’s rules and regulations, and industry best practices,
including, without limitation, the provisions of California Civil Code §§ 1798.3(a), 1798.24,
1798.79.8(b), 1798.80(e), 1798.81.5, 1798.82(e), 1798.83(e)(7), and 1798.92(c). Though some
of these provisions do not apply to local government agencies like the City, the City will conduct
business in a manner which promotes the privacy of personal information, as reflected in
federal and California laws. The objective of this Policy is to describe the City’s data security
goals and objectives, to ensure the ongoing protection of the Personal Information, Personally
Identifiable Information, Protected Critical Infrastructure Information and Personally Identifying
Information of persons doing business wit the City and receiving services from the City or a
third party under contract to the City to provide services. The terms “Personal Information,”
“Protected Critical Infrastructure Information”, “Personally Identifiable Information” and
“Personally Identifying Information” (collectively, the “Information”) are defined in the
California Civil Code sections,
reference.
referred to above, and are incorporated in this Policy by
PURPOSE
The City, acting in its governmental and proprietary capacities, collects the Information
pertaining to persons who do business with or receive services from the City. The Information is
collected by a variety of means, including, without limitation, from persons applying to receive
services provided by the City, persons accessing the City’s website, and persons who access
other information portals maintained by the City’s staff and/or authorized third‐party
contractors. The City is committed to protecting the privacy and security of the Information
collected by the City. The City acknowledges federal and California laws, policies, rules,
regulations and procedures, and industry best practices are dedicated to ensuring the
Information is collected, stored and utilized in compliance with applicable laws.
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The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work
environment for all users having access to the City’s applications and databases; (b) the
appropriate maintenance and security of database information assets owned by, or entrusted
to, the City; (c) the controlled access and security of the Information provided to the City’s staff
and third party contractors; and (d) faithful compliance with legal and regulatory requirements.
SCOPE
The Policy will guide the City’s staff and, indirectly, third party contractors, which are by
contract required to protect the confidentiality and privacy of the Information of the persons
whose personal information data are intended to be covered by the Policy and which will be
advised by City staff to conform their performances to the Policy should they enjoy conditional
access to that information.
CONSEQUENCES
The City’s employees shall comply with the Policy in the execution of their official duties to the
extent their work implicates access to the Information referred to in this Policy. A failure to
comply may result in employment and/or legal consequences.
EXCEPTIONS
In the event that a City employee cannot fully comply with one or more element(s) described in
this Policy, the employee may request an exception by submitting Security Exception Request.
The exception request will be reviewed and administered by the City’s Information Security
Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide
any additional information as may be requested by the ISM. The ISM will conduct a risk
assessment of the requested exception in accordance with guidelines approved by the City’s
Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s
guidelines will include at a minimum: purpose, source, collection, storage, access, retention,
usage, and protection of the Information identified in the request. The ISM will consult with the
CIO to approve or deny the exception request. After due consideration is given to the request,
the exception request disposition will be communicated, in writing, to the City employee and
his or her supervisor. The approval of any request may be subject to countermeasures
established by the CIO, acting by the ISM.
MUNICIPAL ORDINANCE
This Policy will supersede any City policy, rule, regulation or procedure regarding information
privacy.
RESPONSIBILITIES OF CITY STAFF
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A.RESPONSIBILITY OF CIO AND ISM
The CIO, acting by the ISM, will establish an information security management framework
to initiate and coordinate the implementation of information security measures by the
City’s government.
The City’s employees, in particular, software application users and database users, and,
indirectly, third party contractors under contract to the City to provide services, shall by
guided by this Policy in the performance of their job responsibilities.
The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing
compliance with and the effectiveness of the Policy; (c) the development of privacy
standards that will manifest the Policy in detailed, auditable technical requirements, which
will be designed and maintained by the persons responsible for the City’s IT environments;
(d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard
to potential violations of the Policy; (e) reviewing and approving department‐specific
policies and procedures which fall under the purview of this Policy; and (f) reviewing Non‐
Disclosure Agreements (NDAs) signed by third party contractors, which will provide services,
including, without limitation, local or ‘cloud‐based’ software services to the City.
B.RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE
The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s
employees, drawn from the various City departments, will provide the primary direction,
prioritization and approval for all information security efforts, including key information
security and privacy risks, programs, initiatives and activities. The ISSC will provide input to
the information security and privacy strategic planning processes to ensure that information
security risks are adequately considered, assessed and addressed at the appropriate City
department level.
C.RESPONSIBILITY OF USERS
All authorized users of the Information will be responsible for complying with information
privacy processes and technologies within the scope of responsibility of each user.
D.RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS
The City’s IT Managers, who are responsible for internal, external, direct and indirect
connections to the City’s networks, will be responsible for configuring, maintaining and
securing the City’s IT networks in compliance with the City’s information security and
privacy policies. They are also responsible for timely internal reporting of events that may
have compromised network, system or data security.
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E.RESPONSIBILITY OF AUTHORIZATION COORDINATION
The ISM will ensure that the City’s employees secure the execution of Non‐Disclosure
Agreements (NDA), whenever access to the Information will be granted to third party
contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms
and Conditions. An NDA must be executed prior to the sharing of the Information of
persons covered by this Policy with third party contractors. The City’s approach to managing
information security and its implementation (i.e. objectives, policies, processes, and
procedures for information security) will be reviewed independently by the ISM at planned
intervals, or whenever significant changes to security implementation have occurred.
The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as
appropriate, commencing from the date of its adoption.
GENERAL PROCEDURE FOR INFORMATION PRIVACY
A.OVERVIEW
The Policy applies to activities that involve the use of the City’s information assets, namely,
the Information of persons doing business with the City or receiving services from the City,
which are owned by, or entrusted to, the City and will be made available to the City’s
employees and third party contractors under contract to the City to provide Software as a
Service consulting services. These activities include, without limitation, accessing the
Internet, using e‐mail, accessing the City’s intranet or other networks, systems, or devices.
The term “information assets” also includes the personal information of the City’s
employees and any other related organizations while those assets are under the City’s
control. Security measures will be designed, implemented, and maintained to ensure that
only authorized persons will enjoy access to the information assets. The City’s staff will act
to protect its information assets from theft, damage, loss, compromise, and inappropriate
disclosure or alteration. The City will plan, design, implement and maintain information
management systems, networks and processes in order to assure the appropriate
confidentiality, integrity, and availability of its information assets to the City’s employees
and authorized third parties.
B.PERSONAL INFORMATION AND CHOICE
Except as permitted or provided by applicable laws, the City will not share the Information
of any person doing business with the City, or receiving services from the City, in violation of
this Policy, unless that person has consented to the City’s sharing of such information
during the conduct of the City’s business as a local government agency with third parties
under contract to the City to provide services.
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C.METHODS OF COLLECTION OF PERSONAL INFORMATION
The City may gather the Information from a variety of sources and resources, provided that
the collection of such information is both necessary and appropriate in order for the City to
conduct business as a local government agency in its governmental and proprietary
capacities. That information may be gathered at service windows and contact centers as
well as at web sites, by mobile applications, and with other technologies, wherever the City
may interact with persons who need to share such formation in order to secure the City’s
services.
The City’s staff will inform the persons whose Information are covered by this Policy that
the City’s web site may use “cookies” to customize the browsing experience with the City of
Palo Alto web site. The City will note that a cookie contains unique information that a web
site can use to track, among others, the Internet Protocol address of the computer used to
access the City’s web sites, the identification of the browser software and operating
systems used, the date and time a user accessed the site, and the Internet address of the
website from which the user linked to the City’s web sites. Cookies created on the user’s
computer by using the City’s web site do not contain the Information, and thus do not
compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie
files from their computers by using any of the widely available methods. If the user chooses
not to accept a cookie on his or her computer, it will not prevent or prohibit the user from
gaining access to or using the City’s sites.
D.UTILITIES SERVICE
In the provision of utility services to persons located within Palo Alto, the City of Palo Alto
Utilities Department (“CPAU”) will collect the Information in order to initiate and manage
utility services to customers. To the extent the management of that information is not
specifically addressed in the Utilities Rules and Regulations or other ordinances, rules,
regulations or procedures, this Policy will apply; provided, however, any such Rules and
Regulations must conform to this Policy, unless otherwise directed or approved by the
Council. This includes the sharing of CPAU‐collected Information with other City
departments except as may be required by law.
Businesses and residents with standard utility meters and/or having non‐metered monthly
services will have secure access through a CPAU website to their Information, including,
without limitation, their monthly utility usage and billing data. In addition to their regular
monthly utilities billing, businesses and residents with non‐standard or experimental
electric, water or natural gas meters may have their usage and/or billing data provided to
them through non‐City electronic portals at different intervals than with the standard
monthly billing.
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Businesses and residents with such non‐standard or experimental metering will have their
Information covered by the same privacy protections and personal information exchange
rules applicable to Information under applicable federal and California laws.
E.PUBLIC DISCLOSURE
The Information that is collected by the City in the ordinary course and scope of conducting
its business could be incorporated in a public record that may be subject to inspection and
copying by the public, unless such information is exempt from disclosure to the public by
California law.
F.ACCESS TO PERSONAL INFORMATION
The City will take reasonable steps to verify a person’s identity before the City will grant
anyone online access to that person’s Information. Each City department that collects
Information will afford access to affected persons who can review and update that
information at reasonable times.
G.SECURITY, CONFIDENTIALITY AND NON‐DISCLOSURE
Except as otherwise provided by applicable law or this Policy, the City will treat the
Information of persons covered by this Policy as confidential and will not disclose it, or
permit it to be disclosed, to third parties without the express written consent of the person
affected. The City will develop and maintain reasonable controls that are designed to
protect the confidentiality and security of the Information of persons covered by this Policy.
The City may authorize the City’s employee and or third party contractors to access and/or
use the Information of persons who do business with the City or receive services from the
City. In those instances, the City will require the City’s employee and/or the third party
contractors to agree to use such Information only in furtherance of City‐related business
and in accordance with the Policy.
If the City becomes aware of a breach, or has reasonable grounds to believe that a security
breach has occurred, with respect to the Information of a person, the City will notify the
affected person of such breach in accordance with applicable laws. The notice of breach will
include the date(s) or estimated date(s) of the known or suspected breach, the nature of
the Information that is the subject of the breach, and the proposed action to be taken or
the responsive action taken by the City.
H.DATA RETENTION / INFORMATION RETENTION
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The City will store and secure all Information for a period of time as may be required by law,
or if no period is established by law, for seven (7) years, and thereafter such information
will be scheduled for destruction.
I.SOFTWARE AS A SERVICE (SAAS) OVERSIGHT
The City may engage third party contractors and vendors to provide software application
and database services, commonly known as Software‐as‐a‐Service (SaaS).
In order to assure the privacy and security of the Information of those who do business with
the City and those who received services from the City, as a condition of selling goods
and/or services to the City, the SaaS services provider and its subcontractors, if any,
including any IT infrastructure services provider, shall design, install, provide, and maintain
a secure IT environment, while it performs such services and/or furnishes goods to the City,
to the extent any scope of work or services implicates the confidentiality and privacy of the
Information.
These requirements include information security directives pertaining to: (a) the IT
infrastructure, by which the services are provided to the City, including connection to the
City's IT systems; (b) the SaaS services provider’s operations and maintenance processes
needed to support the IT 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. The term “IT infrastructure”
refers to the integrated framework, including, without limitation, data centers, computers,
and database management devices, upon which digital networks operate.
Prior to entering into an agreement to provide services to the City, the City’s staff will
require the SaaS services provider to complete and submit an Information Security and
Privacy Questionnaire. In the event that the SaaS services provider reasonably determines
that it cannot fulfill the information security requirements during the course of providing
services, the City will require the SaaS services provider to promptly inform the ISM.
J.FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003
CPAU will require utility customers to provide their Information in order for the City to
initiate and manage utility services to them.
Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003
(Public Law 108‐159), including the Red Flag Rules, require that CPAU, as a “covered
financial institution or creditor” which provides services in advance of payment and which
can affect consumer credit, develop and implement procedures for an identity theft
program for new and existing accounts to detect, prevent, respond and mitigate potential
identity theft of its customers’ Information.
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CPAU procedures for potential identity theft will be reviewed independently by the ISM
annually or whenever significant changes to security implementation have occurred. The
ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to
conform to this Policy.
There are California laws which are applicable to identity theft; they are set forth in
California Civil Code § 1798.92.
NOTE: Questions regarding this policy should be referred to the Information Technology
Department, as appropriate.
12/5/2017
Recommended:
Director Information Technology/CIO Date
12/13/2017
Approved:
City Manager Date
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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
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longer would require access to that information or who are terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met
or has failed to meet any objective terms and conditions.
(h) Implement access accountability (identification and authentication) architecture and support
role-based access control ("RBAC") and segregation of duties ("SoD") mechanisms for all
personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer
systems security approach to restricting access only to authorized users. "SoD" is an approach
that would require more than one individual to complete a security task in order to promote the
detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the
Services' environment design and deployment are known to the City, and (2) it has implemented
measures in accordance with industry best practices applicable to secure coding and secure IT
architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity, and availability of the City's information.
(k) Deploy and maintain IT system upgrades, patches and configurations conforming to current
patch and/or release levels by not later than one (1) week after its date of release. Emergency
security patches must be installed within 24 hours after its date of release.
(l) Provide for the timely detection of, response to, and the reporting of security incidents, including
on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized
access to or the misuse of the City's confidential data and information.
(n) Inform the City that any third party service provider(s) meet(s) all of the Requirements.
(o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis,
and provide the required summary reports of those self-audits to the ISM on the annual
anniversary date or any other date agreed to by the Parties.
(p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's
performance of random site security audits at the Consultant's site(s), including the site(s) of a
third-party service provider(s), as applicable. The scope of these audits will extend to the
Consultant's and its third-party service provider(s)' awareness of security policies and practices,
systems configurations, access authentication and authorization, and incident detection and
response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, and the Confidential Information will be accessible only by the Consultant and any
authorized third-party service provider's personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability of the
Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted
at rest, and the backup stage at the Vendors' environment (including Vendor's contracting
organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or
earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty
(30) days after the effective date of expiration or earlier termination of this Agreement, all of
those records relating to the performance of the Services shall be provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state, and local data
and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the City
and or any authorized recipient.
(v) 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).
(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.
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(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:
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CITY OF PALO ALTO CONTRACT NO. C26195690
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND
PROSPECT SILICON VALLEY
This Agreement for Professional Services (this “Agreement”) is entered into as of the 4th day of
May, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and PROSPECT SILICON VALLEY, a non-profit
corporation, located at 345 California St., Suite 600, San Francisco, CA 94104
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to reduce greenhouse gas (GHG) emissions through customer adoption of
high-efficiency equipment and electrification technologies at commercial sites, including shared
equipment at multifamily properties (the “Project”) and desires to engage a consultant to support
customers in selecting optimal efficiency and electrification measures that align with their
operational needs and financial circumstances in connection with the Project (the “Services”, as
detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or
certifications to provide the Services.
C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES.CONSULTANT shall perform the Services described
in Exhibit A in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
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
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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 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 3, 2029
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 Hundred Eighty-
Two Thousand Five Hundred Dollars ($682,500) over the three-year term. 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 Sixty-Seven Thousand Five Hundred Dollars
($67,500) for the performance of Additional Services (as defined below). The total
compensation for performance of the Services, Additional Services and any reimbursable
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expenses specified in Exhibit C, shall not exceed Seven Hundred Fifty Thousand
Dollars ($750,000), 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
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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
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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. The subcontractors authorized
by CITY to perform work on this Project are:
Alter Engineers: Shannon Allison Email: shannon@alterengineers.com, Telephone: (510)
406-8535
IDeAS Consulting: David Kaneda, Email: dkaneda@ideas-c.com, Telephone: (408)930-
3560
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 Doug Davenport as
the CONSULTANT’s Project Manager to have supervisory responsibility for the performance,
progress, and execution of the Services and represent CONSULTANT during the day-to-day
performance of the Services. If circumstances cause the substitution of the CONSULTANT’s
Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment
of a substitute Project Manager and the assignment of any key new or replacement personnel will
be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at
CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not
perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate
or timely completion of the Services or a threat to the safety of persons or property.
CITY’s Project Manager is Jesus Prado, Utilities Department, 250 Hamilton Ave., Palo Alto, CA
94301, Telephone: 650-465-4518, Email: jesus.prado@paloalto.gov. CITY’s Project Manager will
be CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. CITY may designate an alternate Project Manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without
limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, documents, and other materials and copyright interests
developed under this Agreement, in any form or media, shall be and remain the exclusive property
of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights
which arise from creation of the work product pursuant to this Agreement are vested in CITY, and
CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual
property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall
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make any of such work product available to any individual or organization without the prior written
approval of the City Manager or designee. CONSULTANT makes no representation of the
suitability of the work product for use in or application to circumstances not contemplated by the
Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized
representatives to audit, at any reasonable time during the term of this Agreement and for four (4)
years from the date of final payment, CONSULTANT’s records pertaining to matters covered by
this Agreement, including without limitation records demonstrating compliance with the
requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain
and retain accurate books and records in accordance with generally accepted accounting principles
for at least four (4) years after the expiration or earlier termination of this Agreement or the
completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify,
defend and hold harmless CITY, its Council members, officers, employees and agents (each an
“Indemnified Party”) from and against any and all demands, claims, or liability of any nature,
including death or injury to any person, property damage or any other loss, including all costs and
expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements
(“Claims”) resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active
negligence or willful misconduct of an Indemnified Party 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.
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
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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 ten (10) days prior written
notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
obligations under this Agreement, in addition to all other remedies provided under this Agreement
or at law, the City Manager may terminate this Agreement sooner upon written notice of
termination. Upon receipt of any notice of suspension or termination, CONSULTANT will
discontinue its performance of the Services on the effective date in the notice of suspension or
termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the
City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the notice of suspension or termination; provided, however, if this
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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.
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.
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22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby
incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and,
third, recycling or composting waste. In particular, CONSULTANT shall comply with the
following Zero Waste requirements:
(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
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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).
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.)
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential
Information in strict confidence, not disclose it to any third party, and will use it only for the
performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical
safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its
employees, agents and subcontractors, if any, to the extent they have a need to know in order to
perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose,
provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality
and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without
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limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or
indirectly, pursuant to this Agreement. Confidential Information excludes information that
CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it
was provided or has subsequently become publicly known other than by a breach of this
Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by
CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
its possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of
Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
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.
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29.4. This Agreement, including all exhibits, constitutes the entire and integrated
agreement between the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements, negotiations, representations, statements and undertakings, either oral or
written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
29.10. This Agreement is entered into solely for the benefit of CITY and CONSULTANT
and is not intended to confer any rights or remedies upon any third party. No third party shall be
deemed a third-party beneficiary of this Agreement or have any right to enforce any provision of
this 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 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.
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CONTRACT NO. C26195690
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
APPROVED AS TO FORM:
__________________________
City Attorney or designee
PROSPECT SILICON VALLEY
Officer 1
By: ________________________________
Name: ______________________________
Title: _______________________________
Officer 2 (Required for Corp. or LLC)
By: ________________________________
Name: ______________________________
Title: _______________________________
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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.
CONSULTANT will provide the following:
Task 1: Program Kick Off and Set Up
Task 1.1: CONSULTANT shall organize a kick-off meeting to review budget, staffing plan,
roles, customer project needs; identify customer-facing documents as well as program
management documents such as CONSULTANT invoices and program management reports.
The kick-off meeting will also set up logistics for ongoing meetings between CONSULTANT
and City of Palo Alto Utilities (CPAU).
Task 1.1 Deliverables: Meeting agenda and minutes
Task 1.2: Develop Program Documents: In collaboration with CPAU, CONSULTANT will
develop templates for customer-facing documents, checklists or resources to support
electrification projects, and program management documents.
Task 1.2 Deliverables: Templates for customer-facing documents, program management
documents, and resources to support customer electrification projects.
Task 2: Provide Technical Assistance for Electrification Projects at Commercial and Multifamily
Sites
Upon request by CITY, CONSULTANT shall perform one or more of the following tasks, as
directed by CITY and, where applicable, as authorized by Task Order pursuant to Section 1 of
the Agreement:
(i) Electrification Roadmap Development
Conduct site visits to assess customer’s mechanical and electrical infrastructure and
review as-built drawings (including EVSE readiness)
o Review existing design drawings, renovation reports, utility bills, and trend data.
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o Document existing MEP systems and assess electrical infrastructure.
Develop customer-specific mechanical systems strategies
o Develop recommendations for all-electric mechanical systems, including pros and
cons, that address design, construction, and operations considerations.
o Highlight potential ways to improve the energy performance of existing systems
that may remain in place.
o Review building energy systems and potential to improve energy performance,
and offer a high level assessment of what renovations and improvements could be
possible to develop further.
Perform electric load calculations and projections for the customer property
o Analyze existing electrical energy use at site via available data or direct
measurement.
o Analyze peak demand at site under current and new projected loads.
o Estimate annual operational energy use from available data, normalized to a
typical year's operation.
Develop a phased roadmap outlining electrification potential and timing
o Analyze and discuss potential service impacts resulting from electrification and
identify strategies to limit such impacts, including the use of technologies such as
smart panels, controls or batteries.
o Analyze and discuss the anticipated impact of EV charging on current plans
Deliverables:
Written report identifying customer’s potential electrification opportunities,
recommendations on phased roadmap to implement electrification projects, estimated
project implementation costs, and projected energy and CO2 savings
(ii) Equipment Option Analysis
Review and validate proposed equipment specifications
o Review the customer’s proposed equipment and provide feedback based on cost,
energy savings, and operations and maintenance.
o Where applicable, recommend alternative equipment/systems including feedback
based on cost, potential energy savings, and O&M considerations.
Provide comparative analysis with lifecycle costs and estimated savings
o Analysis will incorporate best practices, rapid assessment tools, and whole
building energy modeling.
o The life cycle cost analysis includes capital first costs, annual maintenance costs,
annual energy costs, and replacement costs.
Recommend alternatives where applicable, noting inefficiencies and compatibility issues
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Deliverables:
Written report summarizing analysis results, including life cycle cost analysis results,
demand control strategies, and operational strategies to optimize energy costs
(iii) Load Management Planning & Design Support for Reliability and Resiliency
Conduct detailed electrical load analysis to verify system capacity for building
electrification and EV charging infrastructure
Evaluate and identify cost-effective opportunities for battery energy storage systems
(BESS) and microgrid deployment to meet customer’s reliability and resiliency needs
Recommend load management strategies and EVSE design options
Provide peer review of customer’s design documents and calculations
Deliverables:
Written report summarizing analysis results and recommendations
(iv) Permitting Support
Assist customers with navigation of the permitting process, including review of permit
forms and documentation requirements, and explanation of feedback or edits by the
permit agency
Deliverables:
Completed review of customer documentation to support permit application
(v) Verify installation and achieved savings (kWh, therms, CO2 reductions)
Provide installation verification support and document achieved savings after
commissioning and/or system start-up is complete
Deliverables:
Installation Verification Report documenting any customer-installed measures and
nameplate efficiency, equipment commissioning verification, photos of installed
measures, customer invoice(s) for the project, and calculation of achieved savings in
kWh, therms, CO2 reductions
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(vi) Verify achieved savings 12 months after installation (kWh, therms, CO2 reductions)
Verify customer energy savings (kWh, therms, CO2 reduction) 12 months after
equipment installation/upgrade by following the IPMVP protocol
Deliverables:
Savings Verification Report documenting the methodology used to document customer
savings, and the calculation of annual savings (kWh, therms, CO2 reductions) based on
measures installed at customer property
Throughout each customer project, CONSULTANT will provide progress updates to CPAU on a
weekly basis, or as otherwise directed by CITY’s Project Manager, and coordinate with
customers as needed.
All energy, cost, demand, and greenhouse gas savings estimates or projections are based on
available data and reasonable assumptions and are not guarantees of actual performance.
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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 ___________________________________
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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
1. Task 1: Program Kick Off and Set Up 4 weeks from NTP
2. Task 2: Provide Technical Assistance to
Electrification Projects at Commercial and
Multifamily Sites
Ongoing, per Task Order
3.
4.
5.
6.
7.
8.
9.
10.
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.
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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.
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.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
Task 1: Program Kick Off and Set Up $5,000.00
Task 2: Provide Technical Assistance to
Electrification Projects at Commercial and
Multifamily Sites*
$677,500.00
Sub-total for Services $682,500.00
Reimbursable Expenses (if any)$0
Total for Services and Reimbursable Expenses $682,500.00
Additional Services (if any, per Section 4)$67,500.00
Maximum Total Compensation $750,000.00
*Maximum of $20,000 per project (Task Order) for Small and Medium Business (SMB)
customers. Maximum of $40,000 per project for Key Account (KA) customers.
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.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Company Staff Title Hourly Rate
2026 2027 2028
ProspectSV
Principal $307 $318 $330
P.M./Consultant $156 $162 $170
Senior Associate $146 $151 $157
Associates $104 $108 $112
Alter Engineers Partner $255 $265 $276
Engineer $165 $172 $178
IDeAS Consulting
Principal $325 $338 $352
P.M./Consultant $200 $208 $216
Project Engineer $175 $182 $189
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY
CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL
INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED
COVERAGE AT THE FOLLOWING EMAIL: PurchasingSupport@PaloAlto.Gov
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
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THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS
POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE
FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
Purchasingsupport@PaloAlto.Gov
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POLICY AND PROCEDURES 1-64/IT
Revised: December 2017
INFORMATION PRIVACY POLICY
POLICY STATEMENT
The City of Palo Alto (the “City”) strives to promote and sustain a superior quality of life
for persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the
City, consistent with the provisions of the California Public Records Act, California Government
Code §§ 6250 – 6270, to take appropriate measures to safeguard the security and privacy of the
personal (including,without limitation, financial) information of persons, collected in the
ordinary course and scope of conducting the City’s business as a local government agency.
These measures are generally observed by federal, state and local authorities and reflected in
federal and California laws, the City’s rules and regulations, and industry best practices,
including, without limitation, the provisions of California Civil Code §§ 1798.3(a), 1798.24,
1798.79.8(b), 1798.80(e), 1798.81.5, 1798.82(e), 1798.83(e)(7), and 1798.92(c). Though some
of these provisions do not apply to local government agencies like the City, the City will conduct
business in a manner which promotes the privacy of personal information, as reflected in
federal and California laws. The objective of this Policy is to describe the City’s data security
goals and objectives, to ensure the ongoing protection of the Personal Information, Personally
Identifiable Information, Protected Critical Infrastructure Information and Personally Identifying
Information of persons doing business wit the City and receiving services from the City or a
third party under contract to the City to provide services. The terms “Personal Information,”
“Protected Critical Infrastructure Information”, “Personally Identifiable Information” and
“Personally Identifying Information” (collectively, the “Information”) are defined in the
California Civil Code sections,
reference.
referred to above, and are incorporated in this Policy by
PURPOSE
The City, acting in its governmental and proprietary capacities, collects the Information
pertaining to persons who do business with or receive services from the City. The Information is
collected by a variety of means, including, without limitation, from persons applying to receive
services provided by the City, persons accessing the City’s website, and persons who access
other information portals maintained by the City’s staff and/or authorized third-party
contractors. The City is committed to protecting the privacy and security of the Information
collected by the City. The City acknowledges federal and California laws, policies, rules,
regulations and procedures, and industry best practices are dedicated to ensuring the
Information is collected, stored and utilized in compliance with applicable laws.
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POLICY AND PROCEDURES 1-64/IT
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The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work
environment for all users having access to the City’s applications and databases; (b) the
appropriate maintenance and security of database information assets owned by, or entrusted
to, the City; (c) the controlled access and security of the Information provided to the City’s staff
and third party contractors; and (d) faithful compliance with legal and regulatory requirements.
SCOPE
The Policy will guide the City’s staff and, indirectly, third party contractors, which are by
contract required to protect the confidentiality and privacy of the Information of the persons
whose personal information data are intended to be covered by the Policy and which will be
advised by City staff to conform their performances to the Policy should they enjoy conditional
access to that information.
CONSEQUENCES
The City’s employees shall comply with the Policy in the execution of their official duties to the
extent their work implicates access to the Information referred to in this Policy. A failure to
comply may result in employment and/or legal consequences.
EXCEPTIONS
In the event that a City employee cannot fully comply with one or more element(s) described in
this Policy, the employee may request an exception by submitting Security Exception Request.
The exception request will be reviewed and administered by the City’s Information Security
Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide
any additional information as may be requested by the ISM. The ISM will conduct a risk
assessment of the requested exception in accordance with guidelines approved by the City’s
Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s
guidelines will include at a minimum: purpose, source, collection, storage, access, retention,
usage, and protection of the Information identified in the request. The ISM will consult with the
CIO to approve or deny the exception request. After due consideration is given to the request,
the exception request disposition will be communicated, in writing, to the City employee and
his or her supervisor. The approval of any request may be subject to countermeasures
established by the CIO, acting by the ISM.
MUNICIPAL ORDINANCE
This Policy will supersede any City policy, rule, regulation or procedure regarding information
privacy.
RESPONSIBILITIES OF CITY STAFF
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POLICY AND PROCEDURES 1-64/IT
Revised: December 2017
A. RESPONSIBILITY OF CIO AND ISM
The CIO, acting by the ISM, will establish an information security management framework
to initiate and coordinate the implementation of information security measures by the
City’s government.
The City’s employees, in particular, software application users and database users, and,
indirectly, third party contractors under contract to the City to provide services, shall by
guided by this Policy in the performance of their job responsibilities.
The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing
compliance with and the effectiveness of the Policy; (c) the development of privacy
standards that will manifest the Policy in detailed, auditable technical requirements, which
will be designed and maintained by the persons responsible for the City’s IT environments;
(d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard
to potential violations of the Policy; (e) reviewing and approving department-specific
policies and procedures which fall under the purview of this Policy; and (f) reviewing Non-
Disclosure Agreements (NDAs) signed by third party contractors, which will provide services,
including, without limitation, local or ‘cloud-based’ software services to the City.
B. RESPONSIBILITY OF INFORMATION SECURITY STEERINGCOMMITTEE
The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s
employees, drawn from the various City departments, will provide the primary direction,
prioritization and approval for all information security efforts, including key information
security and privacy risks, programs, initiatives and activities. The ISSC will provide input to
the information security and privacy strategic planning processes to ensure that information
security risks are adequately considered, assessed and addressed at the appropriate City
department level.
C. RESPONSIBILITY OF USERS
All authorized users of the Information will be responsible for complying with information
privacy processes and technologies within the scope of responsibility of each user.
D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS
The City’s IT Managers, who are responsible for internal, external, direct and indirect
connections to the City’s networks, will be responsible for configuring, maintaining and
securing the City’s IT networks in compliance with the City’s information security and
privacy policies. They are also responsible for timely internal reporting of events that may
have compromised network, system or data security.
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E. RESPONSIBILITY OF AUTHORIZATION COORDINATION
The ISM will ensure that the City’s employees secure the execution of Non-Disclosure
Agreements (NDA), whenever access to the Information will be granted to third party
contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms
and Conditions. An NDA must be executed prior to the sharing of the Information of
persons covered by this Policy with third party contractors. The City’s approach to managing
information security and its implementation (i.e. objectives, policies, processes, and
procedures for information security) will be reviewed independently by the ISM at planned
intervals, or whenever significant changes to security implementation have occurred.
The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as
appropriate, commencing from the date of its adoption.
GENERAL PROCEDURE FOR INFORMATION PRIVACY
A. OVERVIEW
The Policy applies to activities that involve the use of the City’s information assets, namely,
the Information of persons doing business with the City or receiving services from the City,
which are owned by, or entrusted to, the City and will be made available to the City’s
employees and third party contractors under contract to the City to provide Software as a
Service consulting services. These activities include, without limitation, accessing the
Internet, using e-mail, accessing the City’s intranet or other networks, systems, or devices.
The term “information assets” also includes the personal information of the City’s
employees and any other related organizations while those assets are under the City’s
control. Security measures will be designed, implemented, and maintained to ensure that
only authorized persons will enjoy access to the information assets. The City’s staff will act
to protect its information assets from theft, damage, loss, compromise, and inappropriate
disclosure or alteration. The City will plan, design, implement and maintain information
management systems, networks and processes in order to assure the appropriate
confidentiality, integrity, and availability of its information assets to the City’s employees
and authorized third parties.
B. PERSONAL INFORMATION AND CHOICE
Except as permitted or provided by applicable laws, the City will not share the Information
of any person doing business with the City, or receiving services from the City, in violation of
this Policy, unless that person has consented to the City’s sharing of such information
during the conduct of the City’s business as a local government agency with third parties
under contract to the City to provide services.
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C. METHODS OF COLLECTION OF PERSONAL INFORMATION
The City may gather the Information from a variety of sources and resources, provided that
the collection of such information is both necessary and appropriate in order for the City to
conduct business as a local government agency in its governmental and proprietary
capacities. That information may be gathered at service windows and contact centers as
well as at web sites, by mobile applications, and with other technologies, wherever the City
may interact with persons who need to share such formation in order to secure the City’s
services.
The City’s staff will inform the persons whose Information are covered by this Policy that
the City’s web site may use “cookies” to customize the browsing experience with the City of
Palo Alto web site. The City will note that a cookie contains unique information that a web
site can use to track, among others, the Internet Protocol address of the computer used to
access the City’s web sites, the identification of the browser software and operating
systems used, the date and time a user accessed the site, and the Internet address of the
website from which the user linked to the City’s web sites. Cookies created on the user’s
computer by using the City’s web site do not contain the Information, and thus do not
compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie
files from their computers by using any of the widely available methods. If the user chooses
not to accept a cookie on his or her computer, it will not prevent or prohibit the user from
gaining access to or using the City’s sites.
D. UTILITIES SERVICE
In the provision of utility services to persons located within Palo Alto, the City of Palo Alto
Utilities Department (“CPAU”) will collect the Information in order to initiate and manage
utility services to customers. To the extent the management of that information is not
specifically addressed in the Utilities Rules and Regulations or other ordinances, rules,
regulations or procedures, this Policy will apply; provided, however, any such Rules and
Regulations must conform to this Policy, unless otherwise directed or approved by the
Council. This includes the sharing of CPAU-collected Information with other City
departments except as may be required by law.
Businesses and residents with standard utility meters and/or having non-metered monthly
services will have secure access through a CPAU website to their Information, including,
without limitation, their monthly utility usage and billing data. In addition to their regular
monthly utilities billing, businesses and residents with non-standard or experimental
electric, water or natural gas meters may have their usage and/or billing data provided to
them through non-City electronic portals at different intervals than with the standard
monthly billing.
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Businesses and residents with such non-standard or experimental metering will have their
Information covered by the same privacy protections and personal information exchange
rules applicable to Information under applicable federal and California laws.
E. PUBLIC DISCLOSURE
The Information that is collected by the City in the ordinary course and scope of conducting
its business could be incorporated in a public record that may be subject to inspection and
copying by the public, unless such information is exempt from disclosure to the public by
California law.
F. ACCESS TO PERSONAL INFORMATION
The City will take reasonable steps to verify a person’s identity before the City will grant
anyone online access to that person’s Information. Each City department that collects
Information will afford access to affected persons who can review and update that
information at reasonable times.
G. SECURITY, CONFIDENTIALITY AND NON-DISCLOSURE
Except as otherwise provided by applicable law or this Policy, the City will treat the
Information of persons covered by this Policy as confidential and will not disclose it, or
permit it to be disclosed, to third parties without the express written consent of the person
affected. The City will develop and maintain reasonable controls that are designed to
protect the confidentiality and security of the Information of persons covered by thisPolicy.
The City may authorize the City’s employee and or third party contractors to access and/or
use the Information of persons who do business with the City or receive services from the
City. In those instances, the City will require the City’s employee and/or the third party
contractors to agree to use such Information only in furtherance of City-related business
and in accordance with the Policy.
If the City becomes aware of a breach, or has reasonable grounds to believe that a security
breach has occurred, with respect to the Information of a person, the City will notify the
affected person of such breach in accordance with applicable laws. The notice of breach will
include the date(s) or estimated date(s) of the known or suspected breach, the nature of
the Information that is the subject of the breach, and the proposed action to be taken or
the responsive action taken by the City.
H. DATA RETENTION / INFORMATION RETENTION
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The City will store and secure all Information for a period of time as may be required by law,
or if no period is established by law, for seven (7) years, and thereafter such information
will be scheduled for destruction.
I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT
The City may engage third party contractors and vendors to provide software application
and database services, commonly known as Software-as-a-Service (SaaS).
In order to assure the privacy and security of the Information of those who do business with
the City and those who received services from the City, as a condition of selling goods
and/or services to the City, the SaaS services provider and its subcontractors, if any,
including any IT infrastructure services provider, shall design, install, provide, and maintain
a secure IT environment, while it performs such services and/or furnishes goods to the City,
to the extent any scope of work or services implicates the confidentiality and privacy of the
Information.
These requirements include information security directives pertaining to: (a) the IT
infrastructure, by which the services are provided to the City, including connection to the
City's IT systems; (b) the SaaS services provider’s operations and maintenance processes
needed to support the IT 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. The term “IT infrastructure”
refers to the integrated framework, including, without limitation, data centers, computers,
and database management devices, upon which digital networks operate.
Prior to entering into an agreement to provide services to the City, the City’s staff will
require the SaaS services provider to complete and submit an Information Security and
Privacy Questionnaire. In the event that the SaaS services provider reasonably determines
that it cannot fulfill the information security requirements during the course of providing
services, the City will require the SaaS services provider to promptly inform the ISM.
J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003
CPAU will require utility customers to provide their Information in order for the City to
initiate and manage utility services to them.
Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003
(Public Law 108-159), including the Red Flag Rules, require that CPAU, as a “covered
financial institution or creditor” which provides services in advance of payment and which
can affect consumer credit, develop and implement procedures for an identity theft
program for new and existing accounts to detect, prevent, respond and mitigate potential
identity theft of its customers’ Information.
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CPAU procedures for potential identity theft will be reviewed independently by the ISM
annually or whenever significant changes to security implementation have occurred. The
ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to
conform to this Policy.
There are California laws which are applicable to identity theft; they are set forth in
California Civil Code § 1798.92.
NOTE: Questions regarding this policy should be referred to the Information Technology
Department, as appropriate.
12/5/2017
Recommended:
Director Information Technology/CIO Date
12/13/2017
Approved:
City Manager Date
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EXHIBIT “”
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
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longer would require access to that information or who are terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met
or has failed to meet any objective terms and conditions.
(h) Implement access accountability (identification and authentication) architecture and support
role-based access control ("RBAC") and segregation of duties ("SoD") mechanisms for all
personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer
systems security approach to restricting access only to authorized users. "SoD" is an approach
that would require more than one individual to complete a security task in order to promote the
detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the
Services' environment design and deployment are known to the City, and (2) it has implemented
measures in accordance with industry best practices applicable to secure coding and secure IT
architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity, and availability of the City's information.
(k) Deploy and maintain IT system upgrades, patches and configurations conforming to current
patch and/or release levels by not later than one (1) week after its date of release. Emergency
security patches must be installed within 24 hours after its date of release.
(l) Provide for the timely detection of, response to, and the reporting of security incidents, including
on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized
access to or the misuse of the City's confidential data and information.
(n) Inform the City that any third party service provider(s) meet(s) all of the Requirements.
(o)Perform security self-audits on a regular basis and not less frequently than on a quarterly basis,
and provide the required summary reports of those self-audits to the ISM on the annual
anniversary date or any other date agreed to by the Parties.
(p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's
performance of random site security audits at the Consultant's site(s), including the site(s) of a
third-party service provider(s), as applicable. The scope of these audits will extend to the
Consultant's and its third-party service provider(s)' awareness of security policies and practices,
systems configurations, access authentication and authorization, and incident detection and
response.
(q)Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, and the Confidential Information will be accessible only by the Consultant and any
authorized third-party service provider's personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability of the
Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted
at rest, and the backup stage at the Vendors' environment (including Vendor's contracting
organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or
earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty
(30) days after the effective date of expiration or earlier termination of this Agreement, all of
those records relating to the performance of the Services shall be provided to the ISM.
(t)Maintain the Confidential Information in accordance with applicable federal, state, and local data
and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the City
and or any authorized recipient.
(v) 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).
(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.
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(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:
Certificate Of Completion
Envelope Id: D7F22902-8004-40EB-ADEC-109E77F30979 Status: Completed
Subject: Complete with Docusign: C26195690 Cat 3 contract final combined.pdf
Source Envelope:
Document Pages: 34 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Ann Marie Romero
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
annmarie.romero@paloalto.gov
IP Address: 2601:205:4a80:e
Record Tracking
Status: Original
5/5/2026 2:03:59 PM
Holder: Ann Marie Romero
annmarie.romero@paloalto.gov
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Signer Events Signature Timestamp
Doug Davenport
doug.davenport@prospectsv.org
Executive Director
Douglas Davenport, Executive Director
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address:
2001:5a8:465e:8b00:fc1f:a4a3:4a63:2ae2
Sent: 5/5/2026 2:06:21 PM
Viewed: 5/5/2026 2:20:08 PM
Signed: 5/5/2026 2:20:52 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ann Togasaki
Ann.Togasaki@prospectsv.org
Director of Operations
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address:
2600:1700:3ec0:92c0:51d8:6911:6018:b1
Sent: 5/5/2026 2:20:55 PM
Viewed: 5/5/2026 2:21:11 PM
Signed: 5/5/2026 2:24:19 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Christine Tam
christine.tam@paloalto.gov
Senior Resources Planner
COPA
Security Level: Email, Account Authentication
(None)
Sent: 5/5/2026 2:24:21 PM
Electronic Record and Signature Disclosure:
Carbon Copy Events Status Timestamp
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/5/2026 2:06:21 PM
Certified Delivered Security Checked 5/5/2026 2:21:11 PM
Signing Complete Security Checked 5/5/2026 2:24:19 PM
Completed Security Checked 5/5/2026 2:24:21 PM
Payment Events Status Timestamps