HomeMy WebLinkAboutStaff Report 12082City of Palo Alto (ID # 12082)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 5/17/2021
City of Palo Alto Page 1
Summary Title: 5 -Year Support and Maintenance Contract for Utilities Design
and Asset Management System
Title: Approval of a Professional Services Agreement With CAD Masters, Inc.
for Ongoing Support, Maintenance, Development, and Enhancement of the
Geospatial Design and Asset Management System for the Utilities
Department in an Amount of $390,000 per Year, for a Total Not -to-Exceed
Amount of $1,950,000 for up to Five Years
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommends that the City Council approve and authorize the City Manager or designee to
execute an exemption and a 5-year professional services agreement with CAD Masters, Inc. in
the amount not to exceed $1,950,000. The contract (C21181846) covers on-going support,
maintenance, development, and enhancement services as needed for the Utilities
Department’s geospatial design and asset management system.
Executive Summary
The current 5-year professional services agreement with CAD Masters, Inc. (CMI) will expire on
June 30, 2021; therefore, a new contract (C21181846) is needed to provide continuous support
of the City of Palo Alto Utilities (CPAU) Department’s GIS database, and the required
professional services to expand and enhance existing applications or develop new functionality
upon request. The CPAU GIS database supports electric, water, gas, wastewater collection,
fiber optic, traffic signal, and streetlight design and infrastructure. Over the past 12 years,
significant development that has occurred to produce a robust and high functioning system that
the Utilities Department uses on a daily basis.
In accordance with Section 2.30.360 of the City’s Municipal Code, the City Council has the
authority to grant an exemption from the City’s competitive solicitation requirements as
warranted. Over the past decade, CMI has developed software which has resulted in
customization and system integration with other critical utility-specific applications. Therefore,
a solicitation is impracticable and expected to yield no operational or financial advantage for
CITY OF
PALO
ALTO
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the City. CMI was chosen competitively via a request for proposal in 2009. Bringing in a new
service provider to support the current GIS system or replacing it with a new platform will
require significant time and financial resources. Approval of the exemption from competitive
solicitation and renewal of the contract (C21181846) will allow the City to retain CAD Masters,
Inc.’s knowledge and experience for the next five years. Prior to the sunset of this period, staff
will complete an evaluation of the system and professional service provider s prior to any
additional extension of services.
Background
In 2009 the Utilities Department selected CAD Masters, Inc. via a competitive process to
provide a geospatial design and data management system to collect, edit, and process utility
infrastructure data, and for use as a design and drafting tool. Three service providers proposed
several GIS solutions and products. At the time the City’s GIS master plan identified a
preference for using AutoCAD-based systems to leverage staff’s familiarity with the product.
Staff reviewed the proposals and selected an AutoCAD-based solution provided by CAD
Masters, Inc. (CMI) using Autodesk’s Topobase Client software.
Under Contract C10132135, executed in 2009 (Staff Report ID# 391-09), CMI developed
geographic information system (GIS) data models for electric, fiber, water, gas, wastewater,
traffic signals, and streetlights. These GIS data models are used daily by Utilities Engineering
and Operations staff for Underground Service Alert (USA) marking and locating, as well as
design and construction of capital improvement projects. The utility data is also linked to other
software and applications to schedule and document operations and maintenance activities.
Since the Utilities GIS solution was implemented in 2011, City Council has approved two 5-year
contracts (C10132135 in 2011 and C16164375 in 2016) with CMI for on-going support and
maintenance, further development, and enhancement services of the Utilities GIS database and
applications.
In 2012, Autodesk consolidated Topobase Client with AutoCAD Map 3D, to form AutoCAD
Map3D Enterprise (AME) for customers like CPAU who use Oracle to store and manage industry
models. AME is a separate system and runs independently of the City’s Enterprise GIS. Over the
past 12 years, the vendor has customized AME software which incorporated many functions
the Utilities Department performs that require the merging of utility infrastructure data in the
Utility GIS database.
The Council approved the modernization of a City-wide Esri ArcGIS platform in May, 2020 (Staff
Report 10413). However, for the time being Engineering staff for the Water, Gas and
Wastewater (WGW) Utilities will continue to use the AME database because it is the best tool
for WGW engineering staff to prepare in-house design drawings. CPAU will utilize Esri-
compatible software with the current AME database for maintenance asset management and
engineering analysis. In addition to maintaining and enhancing the existing system, CMI will
create data models and reports in the ArcGIS platform. CMI will generate automated data
transformation processes to convert GIS data to different formats.
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As the IT Department moves forward with the GIS modernization project, CMI can provide
services as needed to create ArcGIS workflows, business rules, maps, analysis, data updates,
and reports pertaining to Utilities infrastructure data.
Discussion
Bringing in a new service provider to support the current GIS system or replacing it with a new
platform will require significant resources both time and financially. At this time, the necessary
resources are not available to effectively complete a new solicitation and potential
implementation of a new system or onboarding of new professional expertise. In accordance
with Section 2.30.360 of the City’s Municipal Code, the City has the authority to grant an
exemption from the City’s competitive solicitation requirements as warranted; because
solicitations of proposals for these services would be impracticable and unavailing, and produce
no operational or financial advantage for the City. Staff is therefore recommending Council
approve this contract with CAD Masters, Inc. Approval to renew the contract will allow CPAU to
retain CMI’s knowledge and experience for up to the next five years.
The current 5-year contract under C16164375 with CMI will end on June 30th, 2021. A new 5-
year contract extension for FY2022 to FY2027 is necessary to renew their professional services,
as long as funds are appropriated in the budget, the consultant is responsive to the contract
requirements, and the quality of the work is acceptable during each year of the contract. CMI
will troubleshoot problems, provide solutions and repairs, enhance existing databases, expand
current applications’ functionalities, and develop other applications on an as-needed basis
upon the City’s requests. The City Manager may suspend the performance of the services, in
whole or in part, or terminate the contract, with or without cause, by giving ten (10) days prior
written notice thereof to CMI. Upon receipt of such notice, CMI must immediately discontinue
its performance of the services.
Alternatively, staff could begin a formal solicitation process to seek a new solution or another
consultant to support the current platform. However, this will impact the existing system in the
short term as current services will terminate prior to completion of this work and would require
additional resources both staff and contractual services, making it less cost effective. CMI's
hourly rates are in line with industry average rates in addition to over a decade of institutional
knowledge of the software and the Utilities Department’s business to perform work efficiently.
It is also critical to maintain the continuity to avoid down time or disruption to the database or
applications related to mapping, updating, and marking and locating activities.
Prior to the sunset of this amended contract period, staff will complete an evaluation of the
system and professional services provider prior to any additional extension of services.
Resource Impact
Funds for the first fiscal year of this contract are available under WS -02014 (Water, Gas,
Wastewater Utility GIS Data), EL-02011 (Electric Utility GIS), and FO-10001 (Fiber Optic
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Network). Funding for subsequent years is subject to annual budget approval by Council for the
various CIPs.
The funding allocation for the proposed 5-year agreement is as follows:
Funding Source Funding Type Annual Expense
5-Year
Total Contract
WS-02014 Water, Gas, Wastewater
Utility GIS Data
240,000
80,000 x 3 Utilities)
1,200,000
EL-02011 Electric Utility GIS $100,000 $500,000
FO-10001 Fiber Optic Network $50,000 $250,000
Total $390,000 $1,950,000
The previous 5-year agreement included an annual not-to-exceed amount of $500,000 for five
Utilities (or $100,000 per Utility per year). The proposed annual not-to-exceed amount of
390,000 is less than the previous contract because there is less work anticipated for WGW and
fiber Utilities. The current WGW AME applications are matured, therefore the proposed
amount was reduced from $100,000 to $80,000 per Utility per year. WGW will continue to use
CMI’s services to support the WGW AME GIS database, maintain synchronization with the City-
wide GIS, troubleshoot issues, improve functionalities, and customize upcoming new solutions
using Esri product/platform. For the Fiber GIS database, the proposed amount was reduced
from $100,000 to $50,000 per year based on previous usage. The Electric Utility is migrating
their engineering design and GIS applications to an Esri platform and CMI will be heavily
involved with the migration process; therefore, there is no change to the Electric funding.
This contract is on the City’s professional services template, which permits the City to terminate
without cause/for convenience by providing written notice to the contractor. In the event the
City finds itself facing a challenging budget situation, and it is determined that City resources
need to be refocused elsewhere, the City can terminate for convenience. Other options include
termination due to non-appropriation of funds or amending the contract to reduce the cost, for
example, by reducing the scope of work. The contract may also be temporarily suspended by
written notice of the City Manager.
Policy Implications
This recommendation is consistent with the Council-approved Utilities Strategic Plan 2018:
Priority 2, Collaboration, Strategy 2, Action 1: Enhance current coordination of scheduling,
synchronization and communication of capital improvements, maintenance, operations
projects and other Utilities programs with other departments to improve implementation and
efficiency; Priority 3, Technology, Strategy 4, Action 4: Integrate with new GIS(ESRI) to ensure
accurate infrastructure information for customer service and infrastructure improvements;
Priority 3, Technology, Strategy 5, Action 2: Implement continuous education and evaluation of
new technology applications and related utility trends to ensure CAPU maintains an effective,
competitive and optimal use of technology applications.
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Stakeholder Engagement
Utilities reached out to the IT Department to confirm that this project does not conflict with the
newly developed ArcGIS Enterprise System and the two departments will continue to
coordinate the data synchronization and support each other’s system. No public engagement
was deemed necessary.
Environmental Review
Council’s approval of this contract for database development and maintenance does not meet
the definition of a “project” under California Public Resources Code Section 21065, thus
California Environmental Quality Act (CEQA) review is not required.
Attachments:
Attachment A: C21181846
CITY OF PALO ALTO CONTRACT NO. C21181846
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND CAD MASTERS, INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of July,
2021 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered
municipal corporation (“CITY”), and CAD MASTERS, INC., a California corporation, located at
201 North Civic Drive, Suite 182, Walnut Creek, CA 94596 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to develop, support, and maintain the City’s Enterprise Geographical
Information System (GIS) asset management database (the “Project”) and desires to engage a
consultant to provide these services 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.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through June 30, 2026 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
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detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified
therein, and the maximum total compensation shall not exceed One Million Nine Hundred Fifty
Thousand Dollars ($1,950,000). 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.
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 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
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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 CIT Y 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.
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.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Drew Burgasser 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 Tuan Nguyen, Utilities Department, Engineering Division, 1007 Elwell
Court, Palo Alto, CA, 94303, Telephone: (650) 566-4547. 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
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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 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 28.4 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
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a policy endorsement naming CITY as an additional insured under any general liability or automobile
policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full force and effect
during the term of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently
with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk
Manager and will contain an endorsement stating that the insurance is primary coverage and will not
be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the
insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to
CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the
cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such
notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the
insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as
a result of the Services performed under this Agreement, including such damage, injury, or loss
arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or
in part, or terminate this Agreement, with or without cause, by giving 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 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
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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 and 29.
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.
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
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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 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
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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.) Per California Public Contract Code Section 9204, for
Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled
Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is a 9204 Public Works Project and is required to comply with the
claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204
Public Works Projects”.
OR
This Project is not a 9204 Public Works Project.
SECTION 28. MISCELLANEOUS PROVISIONS.
28.1. This Agreement will be governed by California law, without regard to its
conflict of law provisions.
28.2. 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.
28.3. 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.
28.4. 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
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from time to time.
28.5. 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.
28.6. In the event of a conflict between the terms of this Agreement and the exhibits
hereto (per Section 29) 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.
28.7. 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.
28.8. 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.
28.9. 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 29. 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 B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: OBLIGATIONS REGARDING NON-DISCLOSURE OF
CONFIDENTIAL INFORMATION
EXHIBIT F: INFORMATION PRIVACY POLICY
EXHIBIT G: CYBERSECURITY TERMS AND CONDITIONS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE
ATTACHED.
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CONTRACT No. C21181846 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
CAD MASTERS, INC.
By:
Name:
Title:
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Vice-President
Drew Burgasser
EXHIBIT A
SCOPE OF SERVICES
5-Year Support, Maintenance, Development, and Enhancement Contract to
Utility Design and Asset Management System (FY’22 to FY’27)
INTRODUCTION:
This project is to support, maintain, develop, and enhance the City’s Enterprise Geographical
Information System (GIS) asset management database on a fixed hourly rate and as-needed basis
during the upcoming five years (FY2022 through FY2027).
BACKGROUND INFORMATION (DATA ENGINES AND EXISTING APPLICATIONS):
The City currently uses the following database engines, software applications, custom applications,
and workflows:
I. Database Engines:
a. Oracle
b. Microsoft SQL Server
c. Microsoft Access (for maintenance of legacy applications)
II. Primary Software Applications:
a. Autodesk AutoCAD Map 3D
b. Autodesk AutoCAD Civil 3D
c. Autodesk Utility Design (AUD)
d. ESRI ArcGIS
e. CMI Standards Manager
f. Encompass GIST
g. Sedaru
h. Feature Manipulation Engine (FME)
III. Custom Applications:
a. Electric data model (Oracle) and front-end application (Map 3D)
b. Fiber data model (Oracle) and front-end application (Map 3D)
c. Dark Fiber data model (Oracle) and front-end application (Map 3D)
d. Water data model (Oracle) and front-end application (Map 3D)
e. Gas data model (Oracle) and front-end application (Map 3D)
f. Wastewater data model (Oracle) and front-end application (Map 3D)
g. Traffic Signals data model (Oracle) and front-end application (Map 3D)
h. Street Lights data model (Oracle) and front-end application (Map 3D)
i. WGW Service Order Generation (SOGEN)
j. Electric Equipment and Maintenance data model (Oracle) front-end application
EEM) Electric Autodesk Utility Design (AUD)
k. Document Management System (DMS)
l. Drawing Generation (DWGGEN) for creating AutoCAD and AUD entities from GIS
m. Map Locator (custom Google Maps interface on top of AutoCAD)
IV. Workflows:
a. FME Workspaces for import from and export to SAP, ESRI SHP, DWG and Excel
b. Encompass GIST/Oracle data synchronization
c. WaterCAD data export
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d. Gas Works data export
e. Sedaru data export
f. Transformer Purchasing DB data export
g. SAP data import and export
SCOPE OF WORK
1. User Support and Maintenance of Existing Applications and Workflows.
1.1 Oracle Database Administration
a. Install and configure Oracle software.
b. Configure and monitor data backups.
c. Troubleshoot performance issues.
1.2 AutoCAD Map 3D Enterprise
a. Install and configure software and software upgrades, provide training, and troubleshoot
problems. Assist IT department when directed by City.
b. Modify and configure utility data models including water, gas, wastewater, electric,
cathodic protection, fiber, streetlights, and traffic signals.
c. Modify and configure display models.
d. Write, configure, and monitor business rules and workflows.
e. Write, configure, and monitor software (DWGGEN) to export Oracle utility data to
AutoCAD for capital improvement projects.
f. Configure reports for the various utilities.
g. Add document linking, query, and viewing capability.
1.3 Service Order Generation (SOGEN)
a. Write, configure, and monitor service order generation (SOGEN) software.
b. Provide programming and support for mobile SOGEN.
1.4 Automated Utility Design (AUD)
a. Install and configure software and software upgrades, provide training, and troubleshoot
problems. Assist IT department when directed by City.
b. Provide customization services for import and export to SAP and report generation.
c. Write, configure and monitor software to update material catalog prices from SAP.
d. Write, configure and monitor software to output work order data to Excel.
1.5 Outage Management
a. Configure and monitor FME workspaces to export electric and base data from Oracle to
ESRI ArcGIS for use in the outage management system.
b. Write, configure, and monitor software to output electric connectivity data for use in the
outage management system.
1.6 Electric Equipment Management Database
a. Write, configure, and monitor database (Oracle) and front-end application (EEM) for
electric equipment maintenance.
1.7 Dark Fiber
a. Write, configure, and monitor database (Oracle) and front-end application (AutoCAD
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Map 3D) for dark fiber.
1.8 ArcGIS
a. Assist with implementation of ArcGIS applications including ArcGIS Pro, ArcGIS
Server, ArcGIS Online, and ArcGIS Collector.
b. Provide tools to update data models in ArcGIS based on pre-existing data models in
AME and Encompass.
c. Provide FME workspaces to synchronize data between ArcGIS and AME/Encompass.
d. Provide services as needed to create ArcGIS workflows, business rules, maps, analysis,
data updates, and reports.
e. Provide services as needed to export and import data for Automated Utility Design and
the Electric Outage Management System.
2. Data Synchronization, Import, Export
2.1 Write, configure, and monitor software to synchronize Encompass GIST (City’s current GIS
platform) utility data with Oracle.
2.2 Configure and support FME workspaces for export to ESRI SHP, AutoCAD DWG, and
Excel.
2.3 Configure and support data export to WaterCAD.
2.4 Write, configure, and monitor software to import SAP utility meter data (installation
numbers) into Oracle.
2.5 Configure and support FME workspaces to import SAP consumption data (via a middleware
Excel file) for any desired utility into Oracle.
2.6 Configure and support data synchronization for asset management application like Sedaru
for wastewater. Provide support for document linking to assets for these applications.
3. Develop New Applications, Incorporate New Data, Enhance and Broaden Access to the
GIS.
3.1 Create new applications, workflows, reports, etc.
3.2 On-board new assets, departments, divisions, and users.
3.3 Develop and enhance web-based access to the GIS.
3.4 Develop and enhance field access to the GIS
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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
Scope Category 1: User Support &
Maintenance of Existing Applications &
Workflows
Services to be provided on an ongoing basis as
directed by City
Scope Category 2: Data Synchronization,
Import, and Export
Services to be provided on an ongoing basis as
directed by City
Scope Category 3: Develop New
Applications, Incorporate New Data, and
Enhance and Broaden Access to the GIS
Services to be provided on an ongoing basis as
directed by City
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms
and conditions of this Agreement, including Services, any specified reimbursable expenses, and
Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule
attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified
reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s)
stated 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.
TASK DESCRIPTIONS
Estimated
Annual
Budget:
5 Year
Contract
Total:
Category 1 – User Support & Maintenance of Existing Applications & Workflows $150,000 $750,000
Task 1.1 - Oracle Database Administration
Task 1.2 - AutoCAD Map 3D Enterprise
Task 1.3 - Service Order Generation (SOGEN)
Task 1.4 - Automated Utility Design (AUD)
Task 1.5 - Outage Management
Task 1.6 - Electric Equipment Management Database
Task 1.7 - Dark Fiber
Task 1.8 - ArcGIS
Category 2 – Data Synchronization, Import and Export $90,000 $450,000
Task 2.1 – Write, configure, and monitor software to synchronize
Encompass utility data with Oracle
Task 2.2 - Configure and support FME workspaces for export to ESRI SHP,
AutoCAD DWG, and Excel
Task 2.3 - Configure and support data export to WaterCAD
Task 2.4 - Write, configure, and monitor software to import SAP utility meter data
installation numbers) into Oracle
Task 2.5 - Configure and support FME workspaces to import SAP consumption
data (via a middleware Excel file) for any desired utility into Oracle
Task 2.6 - Configure and support data synchronization for asset management
application like Sedaru for wastewater. Provide support for document
linking to assets for these applications.
Category 3 – Develop New Applications, Incorporate New Data and Enhance
Access to the GIS $150,000 $750,000
Task 3.1 – Develop new applications, workflows, reports, etc.
Task 3.2 - On-board new assets, departments, divisions and users.
Task 3.3 - Develop and enhance web-based access to the GIS
Task 3.4 - Develop and enhance field access to the GIS
Total: $390,000 $1,950,000
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Sub-total Basic Services $1,950,000.00
Total Basic Services and Reimbursable expenses $1,950,000.00
Maximum Total Compensation $1,950,000.00
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative
support time/overtime, information systems, software and hardware, photocopying,
telecommunications (telephone, internet), in-house printing, insurance and other ordinary business
expenses, are included within the scope of payment for Services and are not reimbursable expenses
hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at
actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are:
NONE up to the not-to-exceed amount of: $0.00.
A. Travel outside the San Francisco Bay Area, including transportation and meals, if specified as
reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for
reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission
and postage charges, if specified as reimbursable, will be reimbursed at actual cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section,
shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Rate Sheet (for all 5 years)
Junior Engineer: $ 160 per hour
Project Engineer: $ 190 per hour
Senior Engineer: $ 220 per hour
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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.
INSURANCE COVERAGE MUST INCLUDE:
A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S
AGREEMENT TO INDEMNIFY CITY.
THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE
FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
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.
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
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ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE
COMPANY UNDER THIS POLICY.
NOTICE OF CANCELLATION
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.
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 AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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EXHIBIT E
OBLIGATIONS REGARDING NON-DISCLOSURE OF
CONFIDENTIAL INFORMATION
PURPOSE
1.1 In its performance of Services under this Agreement, CONSULTANT and its directors,
officers, partners, managers, members, employees, advisors, agents, sub-contractors and other
representatives of CONSULTANT and their subsidiaries and affiliates, including, without
limitation, attorneys, accountants, consultants, and financial advisors (collectively, the
Representatives”) may acquire and otherwise gain access to Confidential Information, as defined
in Section 1 of this Exhibit “E”, which is exempt from public disclosure under the California Public
Records Act, Cal. Gov. Code section 6250 et seq.
1.2 In accordance with the terms and conditions of this Agreement, CONSULTANT agrees to
take reasonable precautions to ensure that Confidential Information of CITY, as defined in this
Exhibit, is safeguarded against disclosure to unauthorized employees or third parties.
1.3 CITY would not share or disclose any Confidential Information to CONSULTANT but for
the legal protections against unauthorized disclosures intended to be afforded by California law and
this Agreement, and is relying on this Agreement in disclosing such Confidential Information to
CONSULTANT.
CONFIDENTIAL INFORMATION, DEFINED
2.1 “Confidential Information”, defined: “Confidential Information” means any and all
information which is of a non-public, proprietary or confidential nature, in any form or medium,
written or oral, (whether prepared by the CITY, its employees, or agents, and irrespective of the
form or means of communication and whether it is labeled or otherwise identified as confidential)
that is furnished to the Receiving Party by the CITY, and any other proprietary business and utility
data or information consisting of research and development, intellectual property, technical
information, computer programs, software, maps, methodologies, innovations, software tools,
know-how, knowledge, designs, drawings, specifications, concepts, data, reports, processes,
techniques, documentation, pricing, marketing plans and customer lists. Confidential Information
shall also include notes, copies, printouts, analysis, discussion or summaries of or regarding
Confidential Information prepared by the CONSULTANT or its directors, officers, partners,
managers, members, employees, advisors, agents, sub-contractors and other representatives of the
CONSULTANT and their subsidiaries and affiliates, including without limitation attorneys,
accountants, consultants, and financial advisors (collectively, “Representatives”).
2.2 Exceptions. “Confidential Information” shall exclude (and the CONSULTANT shall not be
under any obligation to maintain in confidence) any information (or any portion thereof) disclosed
to CONSULTANT by CITY to the extent that such information:
a) is in the public domain at the time of disclosure; or
b) at the time of or following disclosure, becomes generally known or available through no act
or omission on the part of CITY; or
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c) is known, or becomes known, to CONSULTANT from a source other than CITY or its
Representatives (as defined herein), provided that disclosure by such source is not in breach of a
confidentiality agreement CITY; or
d) is independently developed by CONSULTANT without violating any of its obligations
under this Agreement or any other agreement between the Parties; or
e) is legally required to be disclosed by judicial or other governmental action; provided,
however, that prompt notice of such judicial or other governmental action shall have been first
given to CITY, which shall be afforded the opportunity to exhaust all reasonable legal remedies to
maintain the Confidential Information in confidence; or
f) is permitted to be disclosed by a formal written agreement executed by and between the
Parties.
Specific information shall not fall within the exceptions of Sections (a) through (f) above merely
because it is embraced by more general information falling within such exceptions.
CALIFORNIA PUBLIC RECORDS ACT
3.1 CONSULTANT acknowledges that CITY is a public agency subject to the requirements of
the California Constitution, Article 1, Section 3 and California Public Records Act Cal. Gov. Code
section 6250 et seq. CONSULTANT acknowledges that CITY may submit to or otherwise provide
access to CONSULTANT Confidential Information that CITY or any utility customer of CITY
considers to be protected from disclosure pursuant to exemptions granted by applicable California
law.
3.2 Whether or not there is a request or demand of any third party not a Party to this Agreement
the “Requestor”) for the production, inspection and/or copying of information designated by CITY
as Confidential Information, CONSULTANT shall be solely responsible for taking whatever legal
steps CITY deems necessary to protect information deemed by it to be Confidential Information and
to prevent release of information to the Requestor (including the release of such information by
CONSULTANT).
3.3 Under no circumstances will CONSULTANT be permitted to comply with the Requestor’s
demand for disclosure of such Confidential Information that CITY deems confidential and not
intended for disclosure to the general public, or otherwise publicly disclose the Confidential
Information to any person not authorized by law to receive such information.
CONFIDENTIAL INFORMATION DESIGNATION
4.1 As practicable, the Confidential Information shall be marked with the words “Confidential”
or “Confidential Material” or with words of similar import. CITY shall instruct CONSULTANT
that information of a financial, personal, or proprietary nature being conveyed orally and intended
by CITY to be covered by the terms of this Agreement, is deemed Confidential Information. To the
extent possible, CITY shall endeavor to mark any electronic document intended to be covered by
the terms of this Agreement with the words “Confidential” or similar words, or, if that is not
possible or would be exceedingly difficult, CITY shall notify CONSULTANT (for example, by
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covering e-mail transmitting the electronic document) that the electronic document is Confidential
Information.
4.2 CITY’s failure, for whatever reason, to mark any material at the time it is produced to
CONSULTANT, or to notify it that oral or electronic material is Confidential Information at the
time it is provided, shall not take the material out of the coverage of this Agreement for all time, and
CONSULTANT shall treat the material as Confidential Information once CITY has notified it that
the material is to be covered by this Agreement.
DUTY TO KEEP CONFIDENTIAL
5.1 CONSULTANT agrees to maintain as confidential, to the extent permitted or required by
applicable law, all Confidential Information furnished or otherwise made available to the
CONSULTANT, or its Representatives by CITY. CONSULTANT acknowledges that the
Confidential Information is proprietary and a valuable asset of CITY and agrees that
CONSULTANT shall take reasonable precautions to ensure that such Confidential Information is
safeguarded against disclosure to unauthorized employees, Representatives or third parties.
a) CONSULTANT shall use the Confidential Information solely as permitted by the Contract
and shall not sell Confidential Information or otherwise disclose such Confidential Information
under any circumstances and without the prior written consent of CITY. CONSULTANT shall not
disclose the Confidential Information, or portions thereof, to any of its Representatives, except to
those who need to know such information for the purpose of advising CITY and who agree to the
terms of this Agreement.
b) CONSULTANT agrees that any of the Representatives to whom the Confidential
Information is disclosed will be informed of the confidential or proprietary nature of such
information and of CONSULTANT’s obligations under this Agreement. CONSULTANT is
responsible for any use of Confidential Information by any of its Representatives.
c) CONSULTANT shall ensure that:
i) any Representatives with whom CONSULTANT shares such Confidential Information or
who acquire knowledge of such Confidential Information from or through CONSULTANT regard
and treat such Confidential Information of CITY as strictly confidential and wholly owned by
CITY, and
ii) CONSULTANT shall not (and CONSULTANT shall ensure that any Representatives with
whom CONSULTANT shares such Confidential Information or who acquire knowledge of such
Confidential Information from or through CONSULTANT do not) for any reason, in any fashion,
either directly or indirectly, sell, lend, lease, distribute, license, give, transfer, assign, show,
disclose, disseminate, or otherwise communicate any such Confidential Information to any third
party, or misappropriate, reproduce, copy or use any such Confidential Information, in either case,
for any purpose other than in accordance with this Agreement.
d) If CONSULTANT or any of its Representatives are requested or required to disclose any
Confidential Information by law, regulation, the applicable rules of any national securities exchange
or other market or reporting system, oral questions, interrogatories, requests for information or other
documents in legal proceedings, subpoena, civil investigative demand or any other similar process,
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CONSULTANT shall provide CITY with prompt written notice of any such request or requirement
so that CITY has an opportunity to seek a protective order via writ of mandate or other appropriate
remedy, or waive compliance with the provisions of this Agreement.
e) If CITY waives compliance with the provisions of this Agreement with respect to a specific
request or requirement, CONSULTANT and its Representatives shall disclose only that portion of
the Confidential Information that is expressly covered by such waiver and which is necessary to
disclose in order to comply with such request or requirement. CONSULTANT and its
Representatives shall cooperate in a reasonable manner with CITY in attempting to preserve the
confidentiality of the Confidential Information.
f) If (in the absence of a waiver by CITY) CONSULTANT has not secured a protective order
or other appropriate remedy despite attempting to do so, and CONSULTANT or one of its
Representatives is nonetheless then legally compelled to disclose any Confidential Information,
CONSULTANT or such Representative may, without liability hereunder, disclose only that portion
of the Confidential Information that is necessary to be disclosed. In the event that disclosure is made
in accordance with this subsection, CONSULTANT shall exercise, and cause its Representatives to
exercise, reasonable efforts to preserve the confidentiality of the Confidential Information,
including obtaining reliable assurance at the sole expense of CONSULTANT that confidential
treatment shall be accorded any Confidential Information so furnished.
NO LIABILITY, RELEASE, OR OBLIGATION
Except as set forth in any formal written agreement executed by and between the parties, neither
CONSULTANT nor any of its Representatives shall be entitled to rely on any statement, promise,
agreement or understanding, whether written or oral, or any custom, usage of trade, course of
dealing or conduct. In addition, each Party understands and acknowledges that neither CITY nor
any of its representatives, employees or agents makes any representation or warranty, express or
implied, as to the accuracy or completeness of any Confidential Information, and that neither CITY
nor any of its representatives, employees or agents shall have any liability whatsoever to
CONSULTANT or to any of its Representatives relating to or resulting from the Confidential
Information or any errors therein or omissions therefrom.
REMEDIES
In recognition that an irreparable injury may result to CITY, if any provision of this Exhibit E is
violated, CONSULTANT agrees that upon any breach or threatened breach of any provision of this
Exhibit E by CONSULTANT or any of its Representatives, that CITY shall be entitled to seek an
injunction or specific performance prohibiting such conduct or any other relief as may be permitted
by law.
RETURN OF CONFIDENTIAL INFORMATION
8.1 CONSULTANT shall have access to the Confidential Information provided by CITY only
during the term of this Agreement, and shall return all Confidential Information provided under this
Agreement upon its termination, or at any time upon request of CITY, as described in Section 8.2 of
this Exhibit E.
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8.2 CITY may at any time request that CONSULTANT promptly return to CITY or destroy any
or all documents or other materials containing Confidential Information of CITY, and
CONSULTANT shall immediately comply with any such request. Notwithstanding the return or
destruction of the Confidential Information as contemplated by this section 8 of this Exhibit E, the
CONSULTANT and its Representatives will continue to be bound by the terms of this Agreement
with respect thereto, including all obligations of confidentiality.
SURVIVAL
CONSULTANT’s obligations of confidentiality and non-circumvention under this Exhibit E shall
survive the termination of this Agreement.
WAIVER; AMENDMENT
None of the terms or conditions of this Exhibit E may be amended or waived except in writing
signed by the parties. The parties agree that no waiver, amendment, or modification of this Exhibit
E shall be established by conduct, custom, or course of dealing. The failure by any party at any time
or times to require performance of any provision hereof will in no manner affect its right at a later
time to enforce the same.
OWNERSHIP RIGHTS NOT CREATED
The transfer of Confidential Information hereunder shall not be construed as granting a license of
any kind or any right of ownership in the Confidential Information to CONSULTANT.
NO OBLIGATION TO DISCLOSE
Nothing in this Section shall obligate CITY to disclose specific Confidential Information to
CONSULTANT. Such disclosures shall be at the CITY’s sole discretion.
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POLICY AND PROCEDURES 1-64/IT
Revised: December 2017
EXHIBIT F
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 with 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, referred to above, and are
incorporated in this Policy by reference.
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.
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.
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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.
MUNICIPALORDINANCE
This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy.
RESPONSIBILITIES OF CITY STAFF
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 COMMITIEE
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.
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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.
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 in writing 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.
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
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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.
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 relevant Federal and 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.
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H. DATA RETENTION / INFORMATION RETENTION
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.
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.
Recommended:
12/5/2017
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Director Information Technology/CIO Date
Approved:
12/13/2017
City Manager Date
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Professional Services
Rev. Dec.15, 2020
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City of Palo Alto
Information Security
Document Version: V2.7
Doc : lnfoSec 110
EXHIBIT G
VENDOR 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 businesses, who are required to share such information with the City, as a condition
of receiving services from the City or selling goods and services to the City, including, without limitation, the
Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without
limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide,
and maintain a secure IT environment, described below, while it renders and performs the Services and
furnishes goods, if any, described in the Statement of Work, Exhibit A, 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 or other substantially similar industry standards such as NIST Cybersecurity framework.
See the following:
http :// www.iso.org/iso/home /store/cata Iogue tc/cata Iogue detail.htm?csnumb er=42103
http:/ /www .iso.org/iso/iso cataIogue/cataiogue tc/catalogue detail.htm?csnumber=50297
https://www.nist.gov/cyberframework(d) Conduct routine data and information security compliance training
of its personnel that is appropriate to their role.
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Professional Services
Rev. Dec.15, 2020
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 performing Services that (1) would permit
verification of employees' personal identity and employment status, and (2) would enable the immediate
denial of access to the City's confidential data and information by any of its employees who no longer would
require access to that information or who are terminated.
g) Subject to the NDA between the parties, 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 industry
standards: Security patches to be applied within 30 days of release and all other patches to be applied
within 90 days of release. . Emergency security patches must be installed within 24 hours after its date of
release.
I) Provide for the timely detection of, response to, and the reporting of security breaches, including
on-going incident monitoring with logging.
m) Notify the City within twenty-four (24) hours of discovery of a security breach 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,.
p) Subject to the NDA, accommodate, as practicable, and upon reasonable prior notice by the City,
provide relevant documentation evidencing Consultant's and its third party service provider(s)' awareness
of security policies and practices, including 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, 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.
s) Maintain claim 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) 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.
Part B. Alternate Requirements: N/A
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