1 City Council
Special Meeting
Monday, February 14, 2022
5:00 PM
Council Chambers
Amended Agenda
Amended Agenda items appear on the agenda in Red
Pursuant to AB 361 Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference/video conference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda.
HOW TO PARTICIPATE
VIRTUAL PARTICIPATION
CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900-6833
The meeting will be broadcast on Cable TV Channel 26, live on YouTube at https://www.youtube.com/c/cityofpaloalto, and s t r e a m e d t o Midpen Media Center at https://midpenmedia.org.
IN PERSON PARTICIPATION REQUIREMENT:
• Provide Proof of Vaccination or negative COVID-19 test (taken within 48 hours) and a photo ID
• Wear a mask at all times
• Maintain social distancing
• If you cannot or do not wish to comply, you can still participate virtually
TIME ESTIMATES
Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
PUBLIC COMMENTS
Public Comments will be accepted both in person and via Zoom meeting. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspect ion on the City’s website. Please clearly indicate which agenda item you are referencing in your email subject line.
CALL TO ORDER
2 Special Meeting February 14, 2022
Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org.
SPECIAL ORDERS OF THE DAY (5:00 - 5:10 PM)
1. Select Applicants to Interview for the Architectural Review Board AA1. Friends of the Palo Alto Libraries
AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (5:10 PM - 5:30 PM)
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
CONSENT CALENDAR (5:30 PM - 5:40 PM)
Items will be voted on in one motion unless removed from the calendar by three Council Members.
2. Approve Minutes from the January 31, 2022 City Council Meeting
3. Approval of Construction Contract Number C22181 645 with Legion Contractors Inc., in the Amount of $494,723, and Authorization for the City Manager or their Designee to Negotiate and Execute Change Orders up to a Not -to-Exceed Amount of $74,208 , for the Magical Bridge Playground Rubber and Synthetic Tur f Resurfacing Capital Improvement Program Project (PE-21003)
4. Approval of Amendment Number 2 to the Agreement With Palo Alto Unified School District (PAUSD) for PAUSD Athletic Field Brokering an d Maintenance Cost-sharing to Extend the Term to June 30, 20 22 with an Optional Extension for an Additional Two Years
5. Approval of Amendment #4 to Contract C18171057 with AECOM to Increase the Not -to-Exceed Compensation by $722,170 for Additional Evaluation and Outreach of Railroad Grade Separation Alternatives f or a Total Not-to-Exceed of $3,596,828
6. Approval of Meter Data Management System (MDMS) Contract C22184319 With N. Harris Corporation (SmartWorks) in the Amount Not to Exceed $1,804,055 Over a Five-Year Term
7. SECOND READING: Adoption of an Ordinance Am ending Palo Alto Municipal Code Section 9.68 (Relocation Assistance for No -Fault Evictions) by Reducing the Threshold for Applicability from 50 Units to 10 Units or a Lower Threshold. Environmenta l Assessment: Exempt pursuant to CEQA Guidelines Section 150 61(b)(3). (FIRST READING:
January 31, 2022 PASSED: 5-1-1, Tanaka no, Stone abstain) Public Letters
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Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org.
CITY MANAGER COMMENTS (5:40 PM - 6:00 PM)
ACTION ITEMS
Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters.
8. Discuss and Provide Direction to Staff on: (1) Continuing the Cubberley Concept Plan; (2) the Temporary Reloca tion of Palo Verde and Hoover Elementary Schools to Cubberley; and (3) Potential Opportunity to Acquire Additional Land at Cubberley (6:00 - 8:00 PM)
9. Provide Direction to Staff on Negotiations with Pets in Need for Operations and Capital Improvements at the City's Animal Shelter (8:00 - 10:00 PM) Supplemental Memo Added
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS
Members of the public may not speak to the item(s)
ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.
10. Surplus Property Donated to Nonprofit Organizations
11. Independent Police Auditor's (IPA) Report of Review of Investigations Completed Between 7/1/ 20 to 11/1/21 and the Police Department's Use of Force Report for December 2020-December 2021
OTHER INFORMATION
Standing Committee Meetings
Policy & Services Committee February 8, 2022
Finance Committee Meeting February 15, 2022 - Canceled
Schedule of Meetings
AMENDED AGENDA ITEMS
Items that have been added/modified from the original publication of the agend a are listed below. Any corresponding materials are appended to the end of the initial packet. If full items have been added to the Agenda, they will be denoted with a number staring with AA, meaning Amended Agenda item.
AA1. Friends of the Palo Alto Libraries
9. Provide Direction to Staff on Negotiations with Pets in Need for Operations and Capital Improvements at the City's Animal Shelter (8:00 - 10:00 PM) Supplemental Memo Added
Q&A
Public Letters
Presentation
Public Letters
Presentation
Presentation
4 Special Meeting February 14, 2022
Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org.
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. Spoken public comments using a computer will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom -based meeting. Please read the following instructions carefully.
A. You may download the Zoom cl ient or connect to the meeting in - browser. If using your browser, make sure you are using a current, up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+. Certain functionality may be disabled in older browsers including Internet Explorer.
B. You may be asked to enter an email add ress and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
C. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute sp eakers in turn. Speakers will be notified shortly before they are called to speak.
D. When called, please limit your remarks to the time limit allotted.
E. A timer will be shown on the computer to help keep track of y our comments.
3. Spoken public comments using a smart phone will be accepted through the teleconference meeting. To address the Council, download the Zoom application onto your phone from the Apple App Store or Google Play Store and enter the Meeting ID below. Please follow the instructions B-E above.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your fi rst and last name before addressing the Counc il. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362 027 238 Phone:1(669)900-6833
City of Palo Alto (ID # 13924)
Office of the City Clerk
City Council CAO Report
Meeting Date: 2/14/2022
Title: Select Applicants to Interview for the Architectural Review Board From: Lesley Milton, City Clerk
Recommendation
Direct Staff to schedule interviews with selected applicants for the scheduled vacancies on the Architectural Review Board (ARB).
Background
Boards and Commissions are established as advisory bodies to the City Council, made up of community volunteers that provide essential feedback on matters of importance to the community. The City Clerk’s office advertises and recruits for vacancies, the Council considers the applications, interviews desired candidates, and makes recommendations for appointment for the open positions.
Per City Council’s motion on December 13, 2021, the Special Architectural Review Board (ARB) recruitment was initiated to invite more applicants through January 31, 2022:
MOTION: Mayor DuBois moved, seconded by Council Member Cormack to:
A. Vote tonight for two ARB positions;
B. Direct the Clerk to open a new recruitment opening from now until the end of January for the open positions; and
C. Request the incumbent to serve the holdover position until recruited.
MOTION PASSED: 6-0, Kou absent
Another position was added to the one unfilled vacancy due to Board Member Grace Lee’s resignation from the ARB on Dece mber 2, 2021. Board Member Lee’s vacancy was unable to be added to the Fall Recruitment at that time per PAMC 2.16.060 , which required an advertising period of at least 15 days before vacancies are scheduled to be filled . The appointments at that time were on December 13, 2021.
Furthermore, Ordinance 5529 (which outlined the new Board, Commissions, and Committees term limits approved by City Council on August 9, 2021 ) came into effect this past January 1, 2022. The Ordinance states, “E ffective January 1, 2022, terms of office due to expire on December 15 of each year shall be extended to expire on March 31 of the following year, and 1 Packet Pg. 5
thereafter terms of office shall commence on April 1. ” Advertising was updated to include the extended terms. As such, the current vacancies staff is requesting to be filled are:
• One (1) position with a term ending March 31, 2025
• One (1) position with an unexpired term ending March 31, 2024
For the Architectural Review Board (ARB) Special Recruitment effort, a total of 13 qualified applications; 7 new applications were submitted during the extended recruitment period and 6 applications were from the previous Fall recruitment.
Scheduling Interviews
During the last several recruitments, the City Council has elected to i nterview all qualified applicants for respective Boards and Commissions. It is at the discretion of the Council to determine if they wish to continue the past practice, interview all candidates, or select identify and provide direction on a select cohort of applicants to continue to the interview processes.
Applicants from the previous Fall Recruitment period (Yujin Jeon, Kathryn Jordan, Brigham Wilson, Jim Xiao, and Bin Zhou) were also interviewed on November 16, 2021. Council may move to defer to their previous interviews when considering appointments, or schedule another set of interviews with the previous and new applicants.
Staff is recommending that interviews of the selected candidates be scheduled during a Special City Council meeting on the week of February 21, 2022 starting at 5:00 PM. Appointments then can be presented for approval at the February 28, 2022 Meeting.
Membership Requirements
Per PAMC 2.21.010, the Architectural Review Board requires at least 3 of its members to be architects, landscape architects, building designers or other design professionals. Board Members Peter Baltay, David Hirsch, and Osma Thompson are architects. As a re sult, the current ARB Members fulfill these requirements.
Architectural Review Board: Two positions
• At least three members must be architects, landscape architects, building designers or other design professionals. (Fulfilled by current members) • No Palo Alto residency requirement
(PAMC 2.21.010)
• NEWLY RECEIVED APPLICANTS:
1. Yingxi Chen
2. Joao (Johnny) Baptista DaRosa
3. John Kunz
4. Dave Madwed
5. Alfred J. Mandel
6. Kendra Rosenberg
7. Curtis Smolar
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• PREVIOUSLY RECEIVED APPLICANTS:
8. Yujin Jeon (Preference of the March 31, 2024 term)
9. Kathryn Jordan
10. Manix Patel
11. Brigham Wilson
12. Jim Xiao
13. Bin Zhou (Resubmitted an updated application)
Public Outreach
Palo Alto Municipal Code 2.16.060 r equires public notification regarding vacancies of the Commissions as follows, “ The City Clerk shall exercise their discretion in choosing the method of advertisement that will most effectively reach potential candidates .” Based on the September 14, 2021 P olicy & Services Committee meeting report (available here ) regarding Board and Commission Member demograph ics and community representation the City Clerk’s office expanded recruitment efforts through additional means to “most effectively reach potential candidates”.
The Fall 2021 Boards and Commission recruitment invited applications from September 16, 2021 through October 26, 2021 through the new online application process. From that previous recruitment, 6 unselected applicants of the 7 confirmed their continued interest for the 2 vacancies.
The Special ARB recruitment invited applications from December 13, 2021 through January 31, 2022. The vacancies were advertised through various methods in partnership with the Communications team. This include d paid print advisements in The Palo Alto Weekly and the Daily Post; via the City’s website and social media channels; in physical locations of the Palo Alto Libraries and Community Centers; and distributed by e -mail and through City subscription-based notification lists.
To effectively reach architectural professionals, further email outreach was done to 17 local Palo Alto based architect companies and Stanford’s Architectural Design Program. Palo Alto’s Public Works Engineering staff were also notified by email to share to their professional networks, as several are licensed architects . A focused s ocial media engagement was also organized with AIA Silicon Valley.
ATTACHMENTS:
• Attachment1.a: Attachment A: ARB - All Applications (Redacted) (PDF) 1 Packet Pg. 7
Architectural Review Board Application
Name Yingxi Chen
Address
City -
Postal Code -
Cell Phone
Home Phone
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1. Engage in business with the City;
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Joao Baptista (Johnny) DaRosa
Phone:
Email:
www.darosa.associates
PROFILE
Entrepreneur with visionary leadership. Over 35 years track record of success in San Francisco Bay Area private sectors, with strategic resolutions to challenges, delivery of thriving growth performance. Corporate citizen with passion and acute awareness, to helping others to succeed.
PROFESSIONAL EXPERIENCE
DaRosa & Associates, Millbrae, California 1998 to present Founder and Principal
• Advisory in three industries: planning, construction, and development • Expertise in land planning, architecture design for high and low densities residences
• Commercial project, focus on hotel interior architecture, athletic facilities, restaurant, winery, medical office, childcare and industrial • University campus master planning and building design (Nordic Business School Campus, Chengdu China)
(Nottingham University Shanghai Campus, Shanghai China) DaRosa and Company LLC, Millbrae, California 2003 to present Founder and Principal
Residential sub-division, land and building development D&A Construction Company, Inc. Millbrae, California 1998 to 2010 Founder and Principal
• General contractor for in-house sub-division developments SJ Sung & Associates, San Mateo, California 1988 to 1998 Partner
• Expanded a traditional architectural firm to a full design consultation provider • Grew company from $1.5M to $5.0 M in annual project design fee revenues • Managed staff of five project architects in commercial and residential projects • Responsible for marketing and operations management
TDR Enterprises USA/Canada Inc (Licensee of Christian Dior, Chemise) 1993 to 1998 Chief Operating Officer
• Developed merchandise products (man dress shirt) for two seasons every year • Material sourcing and oversaw production
• Responsible for license renewal and product design with Christian Dior’s HQ • Oversaw sales performance of shops and department stores LRS & Associates, Architects, Sunnyvale, California 1986 to 1988 Assistant Project Architect
• Prepared construction documents and specification
• Construction administration
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Johnny DaRosa
Page Two
PROFESSIONAL AFFILIATIONS
• President, Peninsula Chinese Business Association, http://pcbausa.com 2020 to Present • Founder of Encouragement Scholarship1 Since 2015
• Board of Director for (PCBA) 2010 to Present
1.For High School students in Burlingame, Millbrae, San Bruno, and South San Francisco
Oakland Family Bridges Inc.
• Interim Chief Financial Officer 2020 to Present • Vice President of the Board 2016 to 2018
• Board of Directors for Oakland Family Bridges Inc. 2014 to 2018
• Harvard Business School Community Partners (Northern California) • HBS alumni volunteer in multiple projects 1-5 2011 to Present to assist nonprofits address management and financial challenges
Participated projects:
1 Children Hospital & Research, Oakland (CHRCO Rehabilitation TBI Business Plan) 2 1% Program of Public Architecture, Nationwide (Strategic Growth Plan) 3 New Story, San Francisco (Construction Management Template for low income housing development in South America and Africa)
4 Greenbelt Alliances, San Francisco (Recommendation for protecting Bay Area open spaces) 5 Pier 39 Aquarium, San Francisco (Marketing strategic plan)
• Harvard Alumni Real Estate Board 2017 to Present
To promote the study of real estate across the university To provide an enhanced experience for students studying real estate To create a beneficial network of alumni working in real estate to foster professional and personal growth
Coaching and mentoring graduate students
TEACHING AFFILIATIONS
Lecturer, mentor to graduate students, lecturing in urban design, ecological urbanism, and self-improvement in varies universities
Guide students in using case studies to support research Prepare course materials such as syllabus and assignments Foster student’s commitment to lifelong learning by connecting course materials to broader themes
PUBLICATION
• Journey to Your Dream Home
(A book for what you needs to know to build your dream home)
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Johnny DaRosa
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• Nuts and Bolts to Assemble Your Dream Home
(A book for crafting your living quality)
EDUCATION
• London School of Economics and Political Science: MBA Essential 2021 • Harvard Derek Box: The Higher Education Teaching Certificate 2020 • Harvard University, Graduate School of Design (AMD) in Real Estate 2010 • Hong Kong University, Bachelor of Architecture 1982
EXECUTIVE PROGRAMS
• Education Redesign: Building 21st Century Systems of Child Development and Education 2020 • Harvard University, Graduate School of Design, “Back to the Future” Master Program 2016 • Harvard Law School, The Harvard Negotiation Master Program 2015 • Harvard Graduate School of Education: Learning Environments for Tomorrow, Practice for Architects and Educators Program 2013
• Harvard Graduate School of Design, Master Planning,
o Moving Towards a Sustainable City Program 2013
o Residential Universal Design Program 2013
• Harvard Law School, Negotiation and Leadership Program 2011 • Graduate School of Design, Real Estate Advanced Finance Program 2009 • Harvard Business School, Advanced Business Management Program 2008 • Harvard Business School, Real Estate Management Program: Developing Effective Leaders 2008 • Harvard Business School, Strategies for Project Development and Capital Market Access 2008 • Stanford University, Graduate Business School, Professional and Personal Development Program 2008
OTHER LANGUAGES
Cantonese and Mandarin
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Architectural Review Board Application
Name Yujin Jeon
Address
City -
Postal Code -
Cell Phone -
Home Phone
Email Address
Are you a Palo Alto resident? No
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1. Engage in business with the City;
2. Provide products or services for City
projects; or
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Architectural Review Board Application
Name Kathryn Jordan
Address
City -
Postal Code -
Cell Phone -
Home Phone -
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1. Engage in business with the City;
2. Provide products or services for City
projects; or
1.a
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Architectural Review Board Application
Name Manix Patel
Address
City -
Postal Code -
Cell Phone -
Home Phone
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices Yes
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1. Engage in business with the City;
2. Provide products or services for City
projects; or
1.a
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Architectural Review Board Application
Name Brigham Wilson
Address
City -
Postal Code -
Cell Phone -
Home Phone
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1. Engage in business with the City;
2. Provide products or services for City
projects; or
1.a
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Architectural Review Board Application
Name Jim Xiao
Address
City -
Postal Code -
Cell Phone -
Home Phone
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1. Engage in business with the City;
2. Provide products or services for City
projects; or
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Architectural Review Board Application
Name Bin Zhou
Address
City -
Postal Code -
Cell Phone -
Home Phone
Email Address
Are you a Palo Alto resident? Yes
Do you have any relatives or members No
of your household who are employed
by the City of Palo Alto, who are
currently serving on the City Council,
or who are Commissioners or Board
Members?
Are you available and committed to Yes
complete the term applied for?
Fair Political Practices No
California state law requires
board/commission members to file a
disclosure of financial interests (Fair Political
Practices Commission, Conflict of Interest,
Form 700).
Do you/your spouse have an investment in,
or do you or your spouse serve as an officer
or director of, a company doing business in
Palo Alto which you believe is likely to:
1. Engage in business with the City;
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City of Palo Alto (ID # 14015)
Office of the City Clerk
City Council CAO Report
Meeting Date: 2/14/2022
Title: Approve Minutes from the January 31, 2022 City Council Meeting From: Lesley Milton, City Clerk
Staff recommends Council to review and approve the minutes as presented.
ATTACHMENTS:
• Attachment2.a: Attachment A: 20220131amCCs (DOCX)
2 Packet Pg. 72
CITY COUNCIL
DRAFT ACTION MINUTES
Special Meeting
January 31, 2022
The City Council of the City of Palo Alto met on this date in virtual teleconference at 5:00 P.M.
Participating Remotely: Burt, Cormack, DuBois, Filseth, Kou, Stone, Tanaka
Absent: None
Closed Session
1. CONFERENCE WITH LABOR NEGOTIATORS City Designated
Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (Ed Shikada, Kiely Nose, Rumi Portillo, Sandra Blanch, Nicholas Raisch, Tori Anthony, Molly Stump, and Terence Howzell) Employee Organization: Service Employees International Union, (SEIU) Local 521, Utilities Management and Professional Association of Palo Alto (UMPAPA)Palo Alto Peace Officers’ Association (PAPOA), Palo Alto Police Management Association ( PMA), International Association of Fire Fighters (IAFF) local 1319, Palo Alto Fire Chiefs Association (FCA), Management and Professional Employees (MGMT) ; Authority: Government Code Section 54957.6 (a).
MOTION: Council Member Filseth moved, seconded by Council Member DuBois to go into Closed Session.
MOTION PASSED: 7-0
Council went into Closed Session at 5:05 P.M.
Council returned from Closed Session at 7.22 P.M.
Mayor Burt announced there was no reportable action.
Agenda Changes, Additions and Deletions
Item 4 was continued until March 7, 2022.
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DRAFT ACTION MINUTES
Sp. City Council Meeting
Draft Action Minutes: 01/31/2022
Consent Calendar
2. Foothills Fire Mitigation and Safety Improvement Strategies, Staff Recommendations to City Council.
MOTION: Vice Mayor Kou moved, seconded by Council Member Stone, third by Mayor Burt to pull Agenda Item Number 2 from the Consent Calendar to be heard on a date uncertain.
Action Items
3. PUBLIC HEARING: Adoption of an Emergency Ordinance and Regular Ordinance Amending Palo Alto Municipal Code Section 9.68 (Relocation Assistance for No-Fault Evictions) by Reducing the Threshold for Applicability from 50 Units to 10 Units or a Lower Threshold.
Environmental Assessment: Exempt pursuant to CEQA Guidelines Section 15061(b)(3).
MOTION: Council Member DuBois moved, seconded by Council Member Cormack to:
A. Adopt Emergency Ordinance 5543 lowering the threshold for relocation assistance from 50 units per property to 10 units per property for qualifying tenants as defined in the municipal code; and B. Adopt an ordinance lowering the threshold for relocation assistance from 50 units per property to 10 units per property for qualifying tenants as defined in the municipal code.
MOTION PASSED: 5-1-1, Tanaka no, Stone abstain
4. Parks and Recreation Commission (PRC) Recommends that Council Direct Staff and the PRC to Assess and Conduct Public Outreach on a New Community Gymnasium Project in Palo Alto
This item was continued to March 7, 2022.
5. Colleagues Memo: Consider sale of up to 1 milli ons gallons per day (MGD) of Individual Supply Guarantee (ISD).
The Council deferred action on this item for future consideration.
Adjournment: The meeting was adjourned at 11:11 P.M in Honor of Public Work Engineering Department Staff Leonard Mello.
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DRAFT ACTION MINUTES
Sp. City Council Meeting
Draft Action Minutes: 01/31/2022
ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423 , the City Council found action minutes and the video/audio recordings of Council proceedi ngs to be the official records of both Council and committee proceedings. These recordings are available on the City’s website.
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City of Palo Alto (ID # 13894)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Title: Approval of Construction Contract Number C22181645 with Legion Contractors Inc., in the Amount of $494,723, and Authorization for the City Manager or their Designee to Negotiate and Execute Change Orders up to a Not-to-Exceed Amount of $74,208, for the Magical Bridge Playground Rubber and Synthetic Turf Resurfacing Capital Improvement Program Project (PE - 21003)
From: City Manager
Lead Department: Public Works
Recommendation
Staff recommends that Council:
1. Approve and authorize the City Manager or their designee to execute a construction contract with Legion Contractors, Inc. (Contract No. C22181645) in an amount not -to- exceed $ 494,723 for the Capital Improvement Program Magical Bridge Playground Rubber and Synthetic Turf Resurfacing project (PE-21003);
2. Authorize the City Manager or their designee to negotiate and execute one or mo re change orders to Construction Contract No. C22181645 with Legion Contractors, Inc. for related additional but unforeseen work which may develop during the project, the total value of which shall not exceed $74,208; and
Background
The Magical Bridge Pla yground Rubber and Synthetic Turf Resurfacing Project (PE -21003) focuses on anticipated maintenance to playground amenities, mainly the replacement of the attenuated surfacing. The Magical Bridge playground opened in March 2015 and is now one of the most used facilities in the City, drawing approximately 15,000 visitors per month. This high rate of use requires periodic maintenance to playground facilities to maintain quality and safety. Since its installation, portions of playground failed prematurely and required periodic closures for repairs. Playground surfacing is anticipated to last 7 -10 years with typical use and sun exposure. Other maintenance items include refurbishing of the playhouse and replacement of railing to a longer lasting and more durable material to ensure the playground will continue to provide inclusive play for the community.
Discussion
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As part of the Fiscal Year 2022 Adopted Capital Budget, Council approved funding for renovations at Magical Bridge Playground in Mitchell Park . The renovations address maintenance and safety renovations and upgrades to the heavily used playground. These renovations include:
• Rubberized surfacing replacement
• Synthetic turf replacement
• Cleaning and re-staining the playhouse
• Replacing the playhouse railing with a more durable material • Replacement of the net on the net spinner
• Painting handrails
• Replacement planting
• Replacement of the shade umbrella on the slide mound
• Addition of a shade structure over the spin zone (partially funded by the community through a donation from the Magical Bridge Foundation)
Bid Process
On October 22, 2021, an Invitation for Bids (IFB) for the Magical Bridge Playground Renovation Project was posted online through PlanetBids and 1, 441 notifications were sent to general contractors, subcontractors, consultants, and builder’s exchanges through the City’s eProcurement system. The bidding period was 24 days. A non-mandatory pre-bid meeting was held on November 4, 2021. Bids were received from six qualified firms on November 15, 20 21 as listed in the attached Bid Summary (Attachment A).
SUMMARY OF BID PROCESS
BID NAME/NUMBER MAGICAL BRIDGE PLAYGROUND
RENOVATIONS PROJECT IFB #181645
Proposed Length of Project 60 Days
Number of Bid Packages Downloaded Contractors 17
Number of Bid Packages Downloaded by Builder’s
Exchanges 23
Total Days to Respond to Bid 24
Pre-Bid Meeting? Non-Mandatory
Number of Bids Received: 6
Bid Price Range (Base Bid) $224,273 - $652,110
Bid Price Range (Base Bid Plus Alternates) $494,723 - $997,320
A review of the bids included the base bid and all the bid alternates. Base bids ranged from $224,273 to $652,110 and from 52% below to 39% above the engineer’s estimate of $468,000.
Bid alternates ranged from $ 270,450 to $ 345,210 and from 11% below to 13% above the 3 Packet Pg. 77
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Engineer’s Estimate of $305,000.
Staff has reviewed all bids and recommends that the Base Bid of $224,273, plus all the Additive Bid Alternates (1 through 9; in Attachment A) of $270,450, for a total of $494,723, submitted by Legion Contractors, Inc. be accepted and that Legion Contractors, Inc. be declared the lowest responsive and responsible bidder. Bid alternate items were separated out from the base bid to allow for flexibility selecting the park elements that could be included in the projec t scope with the current funding available . The construction contingency amount of $ 74,208, which equals 15 percent of the contract value, is requested for related, additional, but unforeseen work which may develop during the project. A 15 percent contingency is requested (rather than the standard 10 percent amount) to allow flexibility for a larger replacement area of the padded sub-base of the attenuated surfacing if necessary. Additional sub -base material that could not be visually inspected may be damaged by tree roots.
Staff reviewed information regarding Legion Contractors , Inc.’s responsibility as a bidder and found Legion Contractors to be the lowest responsive and responsible bidder. Staff also checked with the Contractor's State License Board and confirmed that the contractor has an active license on file.
This contract is on the City’s construction contract 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 co ntract to reduce the cost, for example, by reducing the scope of work.
Timeline
This project is scheduled for a 60-day construction period. Construction is expected to start in March 2022 and be completed by May 2022.
Resource Impact
Funding for this pr oject is available in the Fiscal Year 2022 Capital Improvement Program Magical Bridge Playground Rubber and Synthetic Turf Resurfacing project (PE-21003).
The Magical Bridge Foundation has made a $5,000 bench donation to add seating to the spin zone area , and a $ 30,000 donation toward the purchas e of the shade sail over the spin zone area and the new shade umbrella at the top of the slide mound. In total, $35,000 in Other Revenue will be recognized as a donation from the Magical Bridge Foundation for PE -21003, allowing $35,000 to be returned to the Capital Improvement Fund balance to be used for other capital projects. This will be adjusted as funding is received as part of the annual reconciliation of the project as part of the year-end financial close process.
Policy Implications
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The project is consistent with the City’s Comprehensive Plan goals, policies, and programs.
Stakeholder Engagement
As this project is a renovation of an existing facility to address maintenance need s, no community meetings were held to review the renovation items. However, staff met with the Magical Bridge Foundation, the original funder of the playground, to review the project’s scope.
Staff will notify users of the playground closure prior to work commencing.
Environmental Review
Pursuant to the requirements of the California Environmental Quality Act (CEQA), the project is categorically exempt from CEQA, per Section 15303 New Construction or Conversion of Small Structures.
Attachments:
• Attachment3.a: Attachment A - Bid Summary Magical Bridge PE-21003 3 Packet Pg. 79
Bid Summary ‐ Magical Bridge Playground
PE‐21003
Legion
Contractors Azul Works
Redwood
Engineering 101 Builders Top Line
Agbayani
Constuction
Engineers
Estimate
Remove and replace rubber surfacing color coat (standard) $119,272.50 $152,000.00 $176,700.00 $212,040.00 $263,283.00 $335,760.00 $285,000.00 Remove and replace rubber surfacing color coat (premium) $6,500.00 $14,000.00 $14,250.00 $11,400.00 $16,672.50 $18,050.00 $16,000.00 Remove and replace synthetic turf on flat ground $49,600.00 $66,000.00 $59,520.00 $99,200.00 $98,456.00 $111,600.00 $72,000.00 Remove and replace synthetic turf on slope section of mound $12,250.00 $11,000.00 $12,250.00 $14,000.00 $15,925.00 $17,500.00 $15,000.00 Spot repair and level attenauted buffing sub surface under rubber and turf $7,500.00 $35,000.00 $37,500.00 $17,500.00 $154,750.00 $95,000.00 $45,000.00 Remove and repalce bonded rubber mulch $29,150.00 $56,000.00 $47,700.00 $60,950.00 $77,115.00 $74,200.00 $35,000.00 Total: $224,272.50 $334,000.00 $347,920.00 $415,090.00 $626,201.50 $652,110.00 $468,000.00 Remove net railing of playhouse and replace with synthetic wood railing $45,750.00 $11,900.00 $41,785.00 $67,100.00 $12,962.50 $137,250.00 $68,000.00 Power wash and paint/stain playhouse includes scaffoldign $45,000.00 $83,000.00 $99,000.00 $90,000.00 $71,000.00 $50,000.00 $65,000.00 Purchase and install shade sail strucutre $79,000.00 $70,600.00 $75,000.00 $78,000.00 $67,500.00 $75,000.00 $85,000.00 Install new 6' donor bench on concrete pad $4,000.00 $7,700.00 $4,000.00 $12,000.00 $5,000.00 $10,000.00 $3,000.00 Replace the nettin on the Dynamo spinner $33,000.00 $29,700.00 $30,000.00 $33,000.00 $33,600.00 $25,000.00 $38,000.00 Prime and paint metal handrails $3,200.00 $2,600.00 $7,150.00 $11,700.00 $7,040.00 $960.00 $3,500.00 Purchase and install shade umbreall at slide mound $37,500.00 $28,000.00 $32,000.00 $32,000.00 $26,300.00 $25,000.00 $35,000.00 Plant 20 15gal Dietes $20,000.00 $5,900.00 $5,000.00 $6,900.00 $7,000.00 $20,000.00 $6,000.00 Plant 15 1gal Lavender $3,000.00 $400.00 $975.00 $375.00 $2,250.00 $2,000.00 $1,500.00 Total: $270,450.00 $239,800.00 $294,910.00 $331,075.00 $232,652.50 $345,210.00 $305,000.00 Total: $494,722.50 $573,800.00 $642,830.00 $746,165.00 $858,854.00 $997,320.00 $773,000.00
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City of Palo Alto (ID # 13899)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Title: Approval of Amendment Number 2 to the Agreement With Palo Alto Unified School District (PAUSD) for PAUSD Athletic Field Brokering and Maintenance Cost -sharing to Extend the Term to June 30, 2022 with an Optional Extension for an Additional Two Years
From: City Manager
Lead Department: Community Services
Recommendation
Staff recommends that City Council approve and authorize the City Manager to execute Amendment No. 2 (Attachment A) to the Agreement Between the City of Palo Alto and the Palo Alto Unified School District of Santa Clara County Concerning the Public Use, Brokering and Maintenance of D istrict-Owned Athletic Fields, Tennis Courts, and Basketball Courts Jointly Used By School Students and the General Public (Agreement) to extend the term to cover the period July 1, 2019 through June 30, 2022 with an optional mutual extension of an additional 24 months.
Background
Beginning in 1993, the City and PAUSD staff met to discuss a possible partnership for the maintenance and public use of PAUSD athletic fields. An Agreement between the City and PAUSD was entered into in 1995 for the City to mai ntain select PAUSD athletic fields for both school and community use with both parties contributing an equal share of the costs. The Agreement also included an equal cost share for capital improvements to athletic fields. The agreement has since been revis ed several times and no longer includes a cost share for capital improvements. The cost of capital improvements is now fully incurred by PAUSD.
The Agreement encompasses the maintenance and brokering of the athletic fields at 13 elementary schools and th ree middle schools, and tennis courts at five PAUSD schools.
The City manages the brokering of PAUSD athletic fields and tennis courts for public community use outside of school activity hours. Revenue received from renting PAUSD athletic fields and courts is shared between both parties with the City retaining 60% and PAUSD retaining 40% of revenue.
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The Agreement provides for the continued maintenance of school district fields at all PAUSD elementary schools, as well as the fields at Jane Lathrop Stanford (JLS) and Frank S. Greene, Jr. (Greene) Middle Schools. Greene Middle School was previously named Jordan Middle School. The maintenance of turf areas includes mowing, edging, de-thatching, reseeding, aeration, and maintenance of irrigation heads, valves, a nd controllers. The fields at Ellen Fletcher (Fletcher) Middle School (formerly named Terman) are not part of this agreement as these fields are dedicated parkland (Terman Park) and are maintained in a manner consistent with City Park maintenance standards.
The Agreement also provides for the maintenance of tennis courts and basketball courts at JLS, Greene, and Fletcher Middle Schools, and at Henry M. Gunn and Palo Alto High Schools. This work includes periodic sweeping of the court surfaces and washing d uring the summer months.
The City brokers the fields, tennis courts, and basketball courts in accordance with the Council-approved Field Use Policy . Th is policy is intended to ensure residents, both youth and adults, have fair access to PAUSD and City -owned fields and athletic facilities. The criteria incorporated into the Field Use Policy helps ensure Palo Alto youth and non -profit sports clubs have top priority access to field space for practice and competition.
The City places a high priority on the maintenance and safety of school playing fields to ensure the community has access to athletic fields and courts for physical fitness and recreation. This Agreement will continue the City’s commitment to provide quality turf and court surfaces.
Discussion
In the fall of 2019, City and PAUSD staff met to discuss renewing the Agreement (Amendment No. 1 ). City and PAUSD staff agreed to extend the Agreement through December 31, 2021 with a mutual option for an extension through Dec. 31. 2023. On December 9, 2019, City Council approved the extension of the Agreement (Amendment No. 2 ). City staff later learned that PAUSD staff did not bring the Agreement to the PAUSD Board for appr oval. Both the City and PAUSD have honored the terms of the Agreement (Amendment No. 2).
PAUSD staff have agreed to update Amendment No. 2 to extend the term to cover the period July 1, 2019 through June 30, 2022 with an optional mutual extension of an additional 24 months. PAUSD staff will bring the Amendment No. 2 to the PAUSD Board for their approval on February 8, 2022.
Amendment No. 2 retains the same scope of work and service level performed by City staff. The maintenance costs are shared equally between the City and PAUSD. The revenue share remains at 60% to City and 40% to PAUSD.
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If City Council approves Amendment No. 2 of the Agreement, staff will collaborate with PAUSD and return to City Council in June 2022 with a recommendation to extend th e Agreement.
Timeline
The attached amendment will extend the existing agreement to June 30, 2022 (with a mutual option to extend for an additional two years through June 30, 2024). Staff will return to City Council with a recommendation to extend the Agreement in June 2022.
Policy Implications
There are no policy implications from this contract amendment.
Resource Impact
Amendment No. 2 extends the terms of the existing agreement for six months (December 31, 2021 to June 30, 2022) . The annual maintenance cost is approximately $1.0M and the costs are split equally between the City and PAUSD. The revenue remains shared at 60% to the City and 40% to PAUSD. The total shared revenue in calendar year 2020 was approximately $18,000. For calendar year 2021, t he shared revenue is estimated to be approximately $45,000. For calendar year 2022, the shared revenue is estimated to be approximately $50,000.
The amendment maintains the level and scope of services and cost share of actual expenses as established in the original contract. The only financial impacts to the City from this action are the result of updated labor costs for continuing these services, which were included in the FY 2022 Adopted Budget. Funding for subsequent years of the agreement is subject to appropriation of funds through the annual budget process.
Stakeholder Engagement
City and PAUSD staff met multiple times to discuss the agreement and have a mutual interest in continuing this partnership.
Environmental Review
This amendment is exempt fr om the provisions of the California Environmental Quality Act (CEQA) pursuant to section 15301 (existing facilities) of the CEQA guidelines.
Attachments:
• Attachment4.a: Attachment A: City PAUSD Athletic Field Agreement, Second Amendment
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AMENDMENT NO. 2 TO THE
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE
PALO ALTO UNIFIED SCHOOL DISTRICT OF SANTA CLARA
COUNTY CONCERNING THE PUBLIC USE, BROKERING AND
MAINTENANCE OF DISTRICT-OWNED ATHLETIC FIELDS,
TENNIS COURTS AND BASKETBALL COURTS JOINTLY USED
BY SCHOOL STUDENTS AND THE GENERAL PUBLIC
This Amendment No. 2 to the “Agreement Between The City Of Palo Alto And The Palo Alto Unified School District Of Santa Clara County Concerning The Public Use, Brokering And Maintenance Of District-Owned Athletic Fields, Tennis Courts And Basketball Courts Jointly Used By School Students And The General Public” (“Contract”) is entered into February ____, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (the “CITY”) and the PALO ALTO UNIFIED SCHOOL DISTRICT OF SANTA CLARA COUNTY, a unified school district organized and existing under the Laws of the State of California (the “DISTRICT”) (individually, a “Party” and, collectively, the “Parties”), in reference to the following facts and circumstances:
R E C I T A L S
A. The Contract was entered into between the Parties on or about January 1, 2014 for the use, maintenance, and related cost -sharing of District -owned athletic fields and courts. The Contract was amended in June 2018.
B. The Parties intend to extend the Contract to cover the period July 1, 2019 through June 30, 2022 with an optional mutual extension of an additional 24 months.
C. The Parties wish to amend the Contract for the purposes described herein.
NOW, THEREF ORE, in c onsideration of the covenants, terms, conditio ns, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The ter m “Contract” shall mean Contract titled “Agreement Between The City Of Palo Alto And The Palo Alto Unified School District Of Santa Clara County Concerning The Public Use, Brokering And Maintenance Of District -Owned Athletic Fields, Tennis Courts And Baske tball Courts Jointly Used By School Students And The General Public” between DISTRICT and CITY, dated January 1, 2014 as amended by:
Amendment No.1, dated June 25, 2018
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
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SECTION 2. Subsection 2.1 of Section 2 TERM AND TERMINATION of the Contract is hereby amended to read as follows:
2.1 The term of this Second Amendment will commence on July 1, 2019, and end on June 30, 2022, subject to the earlier termination of this Agreement by any Party hereto upon ninety (90) days’ advance written notice. The preceding sentence notwithstanding, this Agreement is subject to the fiscal provisions of the Charter of the CITY and other Laws of the CITY and the DISTRICT, and this Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated by the Council or Board of Education for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are not appropriated by the Council or Board of Education for a portion of the fiscal year and funds for this Agreement are n o longer available. The CITY or the DISTRICT will use reas onable efforts to give the other Party re asonable noti ce of termination in the event that funds will not be appropriated. No provision is made for the automatic extension or renewal of the term.
SECTION 3. Subsection 2.3 of Section 2 TERM AND TERMINATION of the Contract is hereby added to read as follows:
2.3 The term of this Agreement may be extended for a n additional twenty four (24) months by written mutual agreement of the parties executed at least seven (7) calendar days before expiration of the term.
Nothing in this Agreement require s either part y to renew or extend this Agreement or to enter into negotiations regarding the renewal or extension of this Agreement.
SECTION 4. Subsection 5.1 of Section 5 PAYMENTS OF COSTS OF MAINTENANCE of the Contract is hereby amended to read as follows:
5.1 Actual costs shall be shared in the ratio of 50:50 between the CITY and the DISTRICT for the costs of Maintenance and water (plus equipment costs and salary and benefits costs, as appr opriate) for the Facilities. City shall provide District with estimated maintenance costs on a quarterly basis to aide with allocation of funds.
SECTION 5. The following exhibit(s) to the Contract is hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference:
a. Attachment “B” entitled “Fee Schedule and Program”.
SECTION 6. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect.
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SECTION 7. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
IN WITNESS WHEREOF, the Parties hereto have by their duly authorized repr esentatives executed this Amendment on the date first above written.
CITY OF PALO ALTO
APPROVED AS TO FORM:
PALO ALTO UNIFIED SCHOOL DISTRICT:
Attachments:
ATTACHMENT B: FEE SCHEDULE AND PROGRAM
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ATTACHMENT B
Fee Schedule and Program
Athletic Field Rentals** 2018-2019
Baseball Fields $7.50 - 162.00/hr.*
Soccer Fields $7.50 - 162.00/hr.*
Softball Fields $7.50 - 162.00/hr.*
Lights $27.00/use
Athletic Field Rentals** 2019-2020
Baseball Fields $7.50 - 174.00/hr.*
Soccer Fields $7.50 - 174.00/hr.*
Softball Fields $7.50 - 174.00/hr.*
Lights $29.00/use
Athletic Field Rentals** 2021-2022
Baseball Fields $9.00 - 163.00/hr.*
Soccer Fields $9.00 - 163.00/hr.*
Softball Fields $9.00 – 163.00/hr.*
Lights $30.00/use
(Rates for 2023 and beyond to be determined by the City’s Municipal Fee Schedule)
Tennis Court Rentals (2018-2019)**
Tennis Tournament Court Use Fee $5.00 – 16/hr./court*
Tennis Court Rentals (2019-2020)**
Tennis Tournament Court Use Fee $5.00 – 17/hr./court*
Tennis Court Rentals (2021-2022)**
Tennis Tournament Court Use Fee $7.00 – 9/hr./court*
(Rates for 2023 and beyond to be determined by the City’s Municipal Fee Schedule)
* Athletic fields’ fees will be reduced by 50% for nonprofit users. Proof of nonprofit status will be required for fee reduction. However, there shall be no fee redu ction if any fee or donation is required by the nonprofit organization permit holder in connection with the use of the permitted field or tennis court.
** Rates are subject to change subject to the City’s Municipal Fee Schedule.
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Facilities covered by these fees include:
City Sites/Parks Palo Alto Unified School District Sites Terman Park All Elementary Schools -Open or Closed
Greene Middle School
JLS Middle School
Palo Alto High School Tennis Courts
Gunn High School Tennis Courts
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City of Palo Alto (ID # 13761)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Council Priority: Transportation and Traffic
Title: Approval of Amendment #4 to Contract C18171057 with AECOM to Increase the Not -to-Exceed Compensation by $722,170 for Additional Evaluation and Outreach of Railroad Grade Separation Alternatives for a Total Not-to-Exceed of $3,596,828
From: City Manager
Lead Department: Transportation Department
Recommendation
Staff recommends that the City Council approve and authorize the City Manager to execute Amendment No. 4 to Contract C18171057 with AECOM for the Ra ilroad Grade Separation and Safety Improvements Capital Improvement Project (PL -17001) effort and to increase compensation by $722,170 on a time and material basis for a total not -to-exceed amount of $3,596,828. This amendment will allow AECOM to perform a dditional studies as directed by City Council on the remaining rail crossing alternatives and perform outreach and seek input through stakeholders. This amendment also includes optional additional services for evaluating four-track alternatives that can be authorized by the City Manager in consultation with the City Council and Rail Committee if needed.
Background
The City Council approved a contract with AECOM to serve as the primary consultant for the Connecting Palo Alto rail grade separation project on April 16, 2018. The approved contract (C18171057) for $1,278,660 is shown with the staff report (CMR 9100).
The City Council also authorized Amendment No. 1 on June 24, 2019 (CMR 10463) , Amendment No . 2 on June 23, 2020 (CMR 11273) , and Amendment No. 3 on April 26, 2021 (CMR 12153) to the AECOM contract. These contract amendments provided for additional services supporting rail grade separation project outrea ch efforts and assistance to the City for technical support for review of the selected rail grade separation alternatives by the Expanded Community Advisory Panel (XCAP). The proposed contract amendment is included in Attachment A.
Discussion
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After receiving the final report from the Expanded Community Advisory Panel (XCAP) on April 26, 2021 (CMR 12185), the City Council eliminated the south Palo Alto tunnel alternatives from further consideration for Meadow Drive and Charleston Road crossings. Staff presented a detailed review for Meadow Drive and Charleston Road crossing alternatives on August 23, 2021 (CMR 13435) and also provided details on additional studies that may be per formed to provide further information in narrowing the alternatives for selection of preferred alternatives at these crossings.
At this meeting on August 23, 2021, the City Council eliminated the viaduct option for Charleston Road and Meadow Drive grade crossings from further consideration and directed staff to perform additional studies. These studies included work to r efine underpass alternatives for Meadow Drive and Charleston Road crossing to address current shortcomings, including the size of the rou ndabout, the bike/ped connections, and right -of-way impacts. In addition, the Council directed staff to conduct additional geotechnical studies and to obtain the cost for a second cost opinion of the Trench option, in particular a company with experience with trenches, underground or subterranean methods parallel to the geotechnical studies.
Following the discussion about Charleston Road and Meadow Drive crossing, staff presented details on Churchill Avenue crossing alternatives for grade separation on No vember 1, 2021 (CMR 13543) . This discussion was continued on November 29, 2021 (CMR 13746). Similar to other crossings, staff presented inform ation on additional studies that may be performed to provide further information in narrowing the alternatives for the selection of preferred alternatives at Churchill Avenue Crossings.
At this meeting on November 29, 2021, the City Council eliminated the viaduct alternative for Churchill Avenue grade crossing from further consideration and selected the partial underpass alternative as a preferred alternative and the closure alternative with mitigations as a backup .
Council desired the refinement to the p artial underpass alternative with input from PAUSD, PABAC, and Stanford to address current shortcomings and to conduct additional outreach.
In addition, Council directed initiating the rail committee to further discuss the alternatives in consideration, and to facilitate engagement with Caltrain, PAUSD, and Sandford. The rail committee with staff and the Local Policy Maker Group (L PMG), will also help pursue Caltrans; the reduction in areas for 4-tracking concerns, design alternatives considerations, cons truction technologies, etc. Also, staff will bring the additional studies performed by the consultant for rail committee review and seek direction before the City Council for review and approval.
Staff requested AECOM Consultants to provide a proposal for the additional services and ongoing support as discussed and directed by the City Council at these meetings on a time and material basis , including support from sub -consultants. The Council directed that the scope includes the following major tasks:
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• Refinement of Underpass Alternatives at Charleston Road and Meadow Drive crossing, and Partial Underpass Alternative at Churchill Avenue.
• Preliminary Geotechnical Studies to confirm the design assumptions and unit costs. In addition, assist with reviewing the merits of box jacking construction technology. • Cost estimate review for a second cost opinion of the Trench alternatives from a company experienced with trenches, underground or subterranean methods parallel to the geotechnical studies
• Additional outreach to PAUSD, Stanford, and PABAC to gather input and feedback. • Technical Support for review of the alternatives for analysis as needed to support Rail Committee discussions.
• Additional Services: Optional Task for Four Tracking Review of impacts on alternatives is included in the scope as an optional task that can be authorized, if needed by the City Manager, in consultation with City Council and Rail Committee . This optional task may be authorized for only the level of effort needed from the Consultant, in the event Caltrain’s timings for evaluation of City’s project limits the ability for the City to move forward with the project.
Timeline & Workplan
The work will be performed in the following anticipated timeline:
• Initiate Rail Committee and pres ent workplan and seek direction on guiding principles and criteria; February/March 2022
• Engage with Rail Committee for discussion with Caltrain and impacts of Caltrain’s decisions on alternatives in consideration; March through May 2022 • Check-in with Rail Committee in reviewing the technical information and refined designs available from the Consultant; June/July 2022
• Provide an update on the additional studies from the geotechnical information prepared by the consultant; August/September 2022
• Coordinate wi th PAUSD , Stanford, and PABAC to seek their input for refinement of partial underpass alternative at Churchill Avenue, and underpass alternatives at Meadow Drive and Charleston Road Crossings ; including review of Rail Committee; through September 2022
• City Council review of the alternatives in consideration based on Rail Committee recommendations; October 2022
• Consultant to prepare Draft Project Study Report (PSR); December 2022
Resource Impact
At the request of the City based on the past practice with pr evious amendments of this contract, the C onsultant provided the proposal for this work on a time and material basis.
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proposed in the amount of $722,170. This amoun t includes the additional services for the optional task in the amount of $104,126 that can be authorized by the City Manager in consultation with the City Council or Rail Committee as needed.
Funding required for Contract Amendment #4 is available in t he FY 202 2 Adopted Capital Budget Railroad Grade Separation and Safety Improvement Project, PL -17001. The existing AECOM Contract including Amendment s 1-3 totals $2,874,658. Based on the amount proposed in Contract Amendment #4 of $722,170, the total contr act amount for the AECOM Contract would increase to $ 3,596,828. There is adequate funding available from Measure B Local Streets and Roadways (LSR) allocated to this project to fund this contract amendment.
Stakeholder Engagement
From June 2019 through February 2021, the XCAP conducted regular meetings for the review of the various alternatives in consideration at the Churchill Avenue, Meadow Drive, and Charleston Road crossings along the Caltrain corridor. Staff in coordination with AECOM Consultants pro vided continuous support to the XCAP and conducted other community engagement activities. In addition to XCAP , and to further engage the community, the City hosted a Virtual Town Hall from August 19, 2020 to Sep tember 14, 2020 gaining over 1,000 unique visitors to the online platform. This virtual platform was designed to inform the community and seek feedback on the proposed alternatives for the grade at the three separation grade crossing locations.
A summary report of the virtual Town Hall was provided as an Informational Report to the City Council on November 30, 2020 ( CMR 11759). Earlier in 2020, before the pandemic began, the City also hosted two well-attended Rail Town Hall meetings and smaller neighborhood specific open house meetings to gain community input on the rail alternatives and an swer community questions. Staff also developed and released online surveys , used social media, City’s website , and electronic newsletters to inform, answer questions, and gain feedback from the community on this important City priority.
The scheduled Council Meetings on the ongoing discussion for grade separation alternatives for Meadow Drive, Charleston Road, and Churchill Avenue crossings discussions also provided the community with the opportunities to provide their comments to the City. In 2021 , these meetings were held on March 23, April 26, August 23, November 1, and November 29.
In addition, outreach to PAUSD, Stanford, PABAC , and similar entities are included in the scope of this amendment for further refinement of the project alternatives. The Rail Committee and future Council Meetings for the project will also provide opportunities for additional community feedback.
Policy Implications
Goals and policies from the Palo Alto 2030 Comprehensive Plan that are supported and advanced by the proposed project include:
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Goal T-1 Create a sustainable transportation system, complemented by a mix of land uses, that emphasizes walking, bicycling, use of public transportation and other methods to reduce GHG emissions and the use of single -occupancy motor vehicles.
Policy T-1.19 Provide facilities that encourage and support bicycling and walking.
Policy T-1.10 Support Caltrain modernization and electrification capacity and service enhancements and extension to Downtown San Francisco.
Policy T -1.25 Pursue t ransportation funding opportunities for ongoing transportation improvements that will help mitigate the impacts of future development and protect residents’ quality of life. When other sources are unavailable, continue to fund improvements, operations and maintenance through the general fund.
Goal T-2 Decrease delay, congestion and VMT with a priority on our worst intersections and our peak commute times, including school traffic.
Policy T-2.3 Use motor vehicle LOS at signalized intersections to evalu ate the potential impact of proposed projects, including contributions to cumulative congestion. Use signal warrants and other metrics to evaluate impacts at unsignalized intersections.
Goal T-3 Maintain an efficient roadway network for all users.
Policy T-3.5 When constructing or modifying roadways, plan for use of the roadway by all users.
Policy T-3.6 Consider pedestrians, bicyclists, e -bikes and motorcycles when designing road surfaces, curbs, crossings, signage, landscaping and sight lines.
Policy T-3.14 Continue to prioritize the safety of school children in street modification projects that affect school travel routes, including during construction.
GOAL T-6 Provide a safe environment for motorists, pedestrians and bicyclists on Palo Alto streets
Policy T-6.1 Continue to make safety the first priority of citywide transportation planning. Prioritize pedestrian, bicycle and automobile safety over motor vehicle level of service at intersections and motor vehicle parking.
Policy T-6.3 Continue to work with Caltrain to increase safety at train crossings, including improving gate technology and signal coordination.
Goal T-8 Influence the shape and implementation of regional transportation policies and technologies to reduce traffic congestion and GHG emissions. 5 Packet Pg. 93
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Environmental Review
The recommendation in this report does not constitute a project in accordance with the California Environmental Quality Act and is therefore not subject to environmental review.
Attachments:
• Attachment5.a: Attachment A: AECOM Contract Amendment #4, C18171057 Amend No. 4
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AMENDMENT NO. 4 TO CONTRACT NO. C18171057
BETWEEN THE CITY OF PALO ALTO AND
AECOM TECHNICAL SERVICES, INC.
This Amendment No. 4 (this “Amendment”) to Contract No. C 18171057 (the “Contract” as defined below) is entered into as of February 14, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and AECOM TECHINICAL SERVICES, INC., a California corporation , located at 300 Lakeside Drive, Suite 400, Oakland, CA 94612 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered by and between the Parties hereto for the provision of providing additional support to City staff for additional meetings with XCAP and City Council, as detailed therein.
B. The Parties now wish to amend the Professional Service Agreement Contract in order to increase the total compensation by $722,170.00 from $2,874,658.00 to $3,596,828.00 for Services and Additional services not included in the previous scope of work and extend the term by one year to April 22, 2023.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. C18171057 between CONSULTANT and CITY, dated April 23, 2018.
Amendment No. 1, dated June 24, 2019
Amendment No. 2, dated June 23, 2020
Amendment No. 3, dated April 23, 2021
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2. “TERM” of the Contract is hereby amended to read as follows:
“SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through April 22, 2023, unless terminated earlier pursuant to Section 19 of this Agreement.
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SECTION 3. Section 4. “NOT TO EXCEED COMPENSATION” of the Contract is hereb y amended to read as follows:
“SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” as amended by Exhibits “A-1”, “A-2”, “A-3” and “A-4” (referred to collectively as Exhibit “A” or the “Basic Services”), and reimbursable expenses, shall not exceed Three Million Five Hundred Ninety-Six Thousand Eight Hundred Twenty-Eight Dollars ($3,596,828.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services, and reimbursable expenses shall not exceed Three Million Five Hundred Ninety-Six Thousand Eight Hundred Twenty-Eight Dollars ($3,596,828.00). The applicable rates and schedule of payment are set out at Exhibit “C-4”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.”
SECTION 4. The following exhibits to the Contract are hereby amended or added to read as set forth in the attachments to this Amendment, which are incorporated in full by this reference:
a. EXHIBIT “A-4”: SCOPE OF SERVICES, AMENDMENT NO.4 (ADDED) b. EXHIBIT “B-4”: SCHEDULE OF PERFORMANCE, AMENDMENT NO.4 (ADDED) c. EXHIBIT “C”: COMPENSATION, AMENDMENT NO.4 (AMENDED, REPLACES
PREVIOUS)
d. EXHIBIT “C-1.4”: HOURLY RATE SCHEDULE, AMENDMENT NO.4 (ADDED)
Exhibit “A-4” to this Amendment shall amend, but not replace, Exhibit “A” attached to the original Contract, Exhibit “A- 1” attached to Amendment No. 1, Exhibit “A -2” attached to Amendment No. 2, and Exhibit “A -3” attached to Amendment 3 to the Contract. References to “Exhibit A” in the Contract shall mean Exhibits “A”, “A- 1”, “A-2”, “A-3”and “A-4” read together.
To the extent the provisions of Exhibit “A-4” directly conflict with original Exhibit “A”, Exhibit “A- 1”, or Exhibit “A-2”, or Exhibit “A-3”, the provisions of Exhibit “A-4” will control.
Exhibit “B-4” shall amend, but not replace, Exhibit “B” as previously amended. References to “Exhibit B” in the Contract shall mean Exhibit “B” (as previously amended) and this Exhibit “B- 4”, read together. To the extent the provisions of Exhibit “ B-4” directly conflict with Exhibit “B” as previously amended, the provisions of Exhibit “B-4” will control.
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Exhibit “ C-1.4” shall amend, but not replace, Exhibit “ C-1” as previously amended .
References to “Exhibit C-1” in the Contract shall mean Exhibit “C-1” (as previously amended) and this Exhibit “C-1.4”, read together. To the extent the provisions of Exhibit “C-1.4” directly conflict with Exhibit “C-1” as previously amended, the provisions of Exhibit “C-1.4” will control.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
____________________________
City Attorney or designee
CONSULTANT:
AECOM TECHINICAL SERVICES, INC.
By:______________________________
Name:___________________________
Title:____________________________
By:______________________________
Name:___________________________
Title:____________________________
Attachments:
EXHIBIT “A-4”: SCOPE OF SERVICES, AMENDMENT NO.4 (ADDED) EXHIBIT “B-4”: SCHEDULE OF PERFORMANCE, AMENDMENT NO.4 (ADDED) EXHIBIT “C”: COMPENSATION, AMENDMENT NO.4 (AMENDED, REPLACES PREVIOUS) EXHIBIT “C-1.4”: HOURLY RATE SCHEDULE, AMENDMENT NO.4 (ADDED)
DocuSign Envelope ID: 6CED9A37-C340-4EF2-89C3-8B1018D33488 Vice President
Etty Mercurio
Allison Hall
CFO, Americas
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EXHIBIT A-4
SCOPE OF SERVICES,
AMENDMENT NO. 4
(ADDED)
This Exhibit “A-4” shall amend, but not replace, Exhibit “A” attached to the original Contract, Exhibit “A-1” attached to Amendment No. 1, Exhibit “A-2” attached to Amendment No. 2, and Exhibit “A-3” attached to Amendment 3 to the Contract. References to “Exhibit A” in the Contract shall mean Exhibits “A”, “A-1”, “A-2”, “A-3”and “A-4” read together. To the extent the provisions of Exhibit “A-4” directly conflict with original Exhibit “A”, Exhibit “A-1”, or Exhibit “A- 2”, or Exhibit “A-3”, the provisions of Exhibit “A-4” will control.
AMENDMENT NO. 4 SCOPE OF WORK:
CONSULTANT will continue to manage the Project, which will include required technical analyses of alternatives and a community and stakeholder engagement process to identify and develop locally- preferred alternatives for modifications to the existing at-grade crossings in Palo Alto at Churchill Avenue, Meadow Drive, and Charleston Road. CONSULTANT will coordinate and manage the project in conjunction with CITY’s staff.
The tasks anticipated in this supplemental scope of services with descriptions of supplemental services for each task and associated deliverables are shown below.
Task 1. Project Management
1.1 Project Management and Administration
For the additional 16 months to the project (January 2022-April 2023), the CONSULTANT will continue to provide project management for each task for the duration of the Project.
Management activities will consist of administration, coordination, and quality control, as follows:
a. Prepare a scope, budget, and updated project schedule. b. Continue to supervise, coordinate, and monitor activities and product development for conformance with the scope of services and CITY standards. c. Prepare sixteen (16) additional monthly invoices and progress reports.
1.2 Performance and Quality Monitoring
CONSULTANT will continue to use a project specific Quality Assurance Plan for technical reviews and detailed checking for work products including the work produced by CONSULTANT’s subconsultants. The CONSULTANT will continue to make sure that all work performed on the project is checked and that all deliverables undergo a quality review before submittal to the CITY.
1.3 Monthly Invoicing, Progress Reports and Schedule
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CONSULTANT will prepare and update the project schedule based on the supplemental work and it will be submitted to CITY staff for review and approval.
Task 1 Supplemental Deliverables:
a. Updated baseline project schedule
b. Monthly update of progress against baseline schedule c. Sixteen (16) additional monthly invoices with progress reports Task 4. Community Engagement
4.1 Supplemental Meetings
CONSULTANT will support the City staff with meetings not included in the original scope of work or prior amendments. The additional services will include the preparation and attendance of up to six meetings (3 stakeholders x 2 meetings with each), as directed by the City.
Approximate dates are shown in the schedule and stakeholders are assumed to be Stanford, PAUSD and PABAC.
4.2 Presentation to Rail Committee #1
CONSULTANT will prepare a summary of comments from the initial set of stakeholder meetings and develop a PowerPoint presentation to present to the Rail Committee.
Task 4 Deliverables
a. Stakeholder meeting summaries
b. Presentation materials for one Rail Committee meeting
Task 6. Identify Recommended Alternatives
6.1 Refine Meadow and Charleston (MC) Underpasses and Churchill (CH) Partial Underpass Alternatives
6.1.1 Refine Alternatives
CONSULTANT will refine the three underpass alternatives (at Churchill, Meadow and Charleston) to address input received to date, and feedback received from the stakeholders described in Task 4. Only input recommended by the City and the Rail Committee will be incorporated into the refinement of the alternatives. Some input received to date includes the size of the Charleston roundabout, improvements to bike/pedestrian connections and reduction of right-of-way impacts. The following materials will be updated:
6.1.2 Update Exhibits
Update plan, profile and typical section for each of the three alternatives (Initial and Final)
6.1.3 Update Renderings
Update 3D CAD model and still image renderings to include refinements not previously captured such as U-turn at Alma Plaza (Initial and Final)
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6.1.4 Update Cost Estimates
Update quantities and cost estimate for each alternative. These tasks will be completed only after the final refinements are made.
6.1.5 Update Misc. Items (Fact Sheets, Matrix, VR Room) Update evaluation matrix, FACT Sheets, website materials and VR room materials/exhibits based on the refinements. These tasks will be completed only after the final refinements are made.
6.1.6 Presentation to Rail Committee #2
CONSULTANT will prepare a summary of comments from the second set of stakeholder meetings. Based on comments from the stakeholders and Rail Committee, CONSULTANT will make a final update to the exhibits and renderings for the underpass alternatives. and develop a PowerPoint presentation to present to the Rail Committee.
6.2 Preliminary Geotechnical Study
6.2.1 Data Collection and Review – Groundwater and Geotechnical CONSULTANT will collect available soil profile and groundwater data from adjacent projects.
This could include data from Santa Clara Water District channel projects, local bridges (Caltrain, City or Caltrans), and/or other sources (e.g. local development projects).
6.2.2 Field and Laboratory Studies
Following review of available subsurface information, CONSULTANT will conduct a limited geotechnical field exploration program consisting of one boring and one seismic cone penetration test (CPT) near each of the three rail crossings for preliminary site characterization; this information would be used to update design assumptions made during the current planning-level phase. At least one porewater pressure dissipation test to estimate groundwater depth would be attempted in the CPT at each location if granular deposits are encountered.
The borings would be drilled to a depth of 80 feet and the CPTs would be advanced to a depth of 100 feet or practical refusal, whichever is shallower. An AECOM field engineer or geologist will log the borings during drilling and supervise the field activities. Soil samples will be obtained at 5-foot depth intervals or changes in stratigraphy to a depth of about 50 feet; the sampling interval might be increased to 7- to 10-foot below a depth of 50 feet. Samples will be collected with a modified California sampler or Standard Penetration Test split-spoon sampler.
All borings and CPTs will be backfilled in accordance with Valley Water requirements. Cold patch asphalt or rapid set concrete would be used at the surface to complete exploration backfill in paved areas. Soil cuttings would be spread on the ground in unpaved areas along the south side of Alma Street (i.e. drumming or offsite disposal will not be required). We assume the soil and groundwater are non-hazardous and Level D personal protective equipment will be adequate.
Prior to mobilizing equipment, we will mark the proposed locations of the borings and CPTs and coordinate utility clearances with Underground Service Alert. We also will retain a private utility locator to clear the boring and CPT locations on the sites. Exploration locations will be tape DocuSign Envelope ID: 6CED9A37-C340-4EF2-89C3-8B1018D33488
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measured in the field from existing features.
Access for site exploration is limited by the existing tracks, overhead lines, and fencing, as well as the likely presence of numerous underground utilities often found along rail lines. For this reason, site exploration for the three crossings will most likely need to be performed in City streets with approved lane closure (including City or County encroachment permit to be provided at no cost to CONSULTANT) and traffic control; night work is anticipated to minimize impacts to the public.
Laboratory tests will be made to evaluate the engineering properties of the materials encountered. These tests are likely to include moisture content, total and dry unit weight, Plasticity Index, grain size distribution and soil corrosivity. Consolidation and triaxial strength testing might also be performed if weak or compressible fine-grained soils are encountered in the borings.
6.2.3 Construction Methodology Evaluation
Based on field exploration and laboratory test program results, CONSULTANT will evaluate the feasibility of the proposed trenching (overhead), underpass, and jacked box alternatives as they relate to the subsurface soil and groundwater conditions anticipated at each site.
6.2.4 Technical Memorandum – Draft and Final
CONSULTANT will prepare a draft memorandum summarizing the findings of the data review and site- specific field and laboratory testing programs; it will include CPT records and boring logs in gINT format. The memorandum will provide recommendations for further geotechnical exploration needed for detailed design and will include discussion of feasible foundation and retaining wall types, the need for tiebacks anchors, control of groundwater and construction considerations associated with the proposed alternatives as they relate to the anticipated geotechnical conditions. The memorandum will be finalized following receipt of comments from the CITY.
6.2.5 Presentation to Rail Committee #3 and City Council Meeting CONSULTANT will prepare presentation materials for a Rail Committee meeting to present the results of the geotechnical study described above and the cost estimate Peer Review described in Task 6.3.
Following this meeting, CONSULTANT will support the City staff at a City Council meeting to discuss the Rail Committee’s recommendations and answer technical questions as-needed.
6.3 Cost Estimate Peer Review
CONSULTANT will conduct a Peer Review of the cost estimate and design assumptions for the trench alternative. The Peer Review will be conducted by an independent consultant with experience and expertise in trench design and construction. The Peer Review will be summarized in a memorandum and will evaluate overall costs as well as unit costs.
6.4 Additional Technical Support
CONSULTANT will provide additional technical support to City staff for additional meetings with the Rail Committee and the City Council and/or additional engineering services by advanced request and written authorization from the City’s Project Manager. The CONSULTANT at the DocuSign Envelope ID: 6CED9A37-C340-4EF2-89C3-8B1018D33488
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City’s request shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort and CONSULTANT’s maximum compensation for the services based on rates set forth in the contract. The additional services shall be negotiated and agreed to in writing by the City’s Project Manager prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Additional Services could also include additional meetings and/or additional studies/renderings at City’s request. A budgetary allowance has been included in the fee estimate for this task.
6.5 Caltrain Coordination on 4-Track Policy (Optional Task – Only if Authorized by City Manager or Designee)
JPB has adopted the moderate-growth improvement program as outlined in the Business Plan (https://caltrain2040.org/). However, JPB also indicated that the high-growth improvement program should not be precluded. Palo Alto has been identified in the Business Plan as a location for the high- growth improvements, including 4-tracks. To date, alternatives developed for the Rail Program have only been evaluated for 2-tracks.
6.5.1 Gather Data from Caltrain
CONSULTANT along with City staff will meet with Caltrain to gather more information about what the limits of the 4-track alignment would be and what the typical section would be along the limits and at the stations.
6.5.2 Evaluate Alternatives
CONSULTANT to conduct a high-level analysis of the impacts of 4-tracks for each alternative still under consideration (MC Hybrid, MC Trench, MC Underpass, CH Underpass, and CH Closure) by overlaying Caltrain’s 4-track geometry over the proposed 2-track. The analysis will identify a list of significant impacts for each alternative and determine if the alternatives are still feasible with 4-tracks or does not preclude 4-tracks in the future. This task assumes no animations or photo simulations, or updates to existing exhibits.
6.5.3 Meet with Caltrain
CONSULTANT along with City staff will meet with Caltrain to review the evaluation of alternatives and gather additional feedback on the feasibility and impacts of each. It is assumed there will be two meetings.
6.5.4 Prepare Memorandum Report
CONSULTANT will prepare a draft and final memorandum report that documents the evaluation of the 4-track alignment and feedback received from Caltrain. CONSULTANT will incorporate one set of consolidated comments from the City and Caltrain on the draft technical memorandum.
6.5.5 Presentation to Rail Committee and City Council
CONSULTANT will prepare presentation materials to present to Rail Committee and City Council. Based on comments from Rail Committee and City Council, update exhibits and return to Rail Committee to present revised exhibits.
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Task 6 Deliverables
a. Updated plans, exhibits and renderings for two underpass alternatives (Meadow and Charleston) and one partial underpass alternative (Churchill) – Draft and Final b. Geotechnical Memorandum – Draft and Final
c. Memorandum to summarize independent review of cost estimate and assumptions – Draft and Final
d. Presentation materials for three Rail Committee meetings and one City Council meeting
e. Memorandum report for 4-Track evaluation and presentation materials for one Rail Committee meeting and one City Council meeting (OPTIONAL – Task 6.5) DocuSign Envelope ID: 6CED9A37-C340-4EF2-89C3-8B1018D33488
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EXHIBIT “B-4”
SCHEDULE OF PERFORMANCE, AMENDMENT NO.4
(ADDED)
The timeline in this Exhibit “B-4” is intended to show the schedule of performance for the scope of work in this Amendment No.4.
This Exhibit “B-4” shall amend, but not replace, Exhibit “B” as previously amended. References to “Exhibit B” in the Contract shall mean Exhibit “B” (as previously amended) and this Exhibit “B-4”, read together. To the extent the provisions of Exhibit “B-4” directly conflict with Exhibit “B” as previously amended, the provisions of Exhibit “B-4” will control. (See following page)
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Exhibit B-4 (continued) – Schedule of Performance for Amendment # 4 Scope of Work EXHIBIT “B”: SCHEDULE OF PERFORMANCE Connecting Palo Alto Railroad Grade Separation Program - Project Schedule (Amendment #4)
ID Task
Mode
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Task 4. Community Engagement
4.1 Supplemental Outreach
4.1.1 Supplemental Meetings
1st Meeting w/ Stanford
1st Meeting w/ PAUSD
1st Meeting w/ PABAC
2nd Meeting w/ Stanford
2nd Meeting w/ PAUSD
2nd Meeting w/ PABAC
4.2 Presentation to Rail Committee #1
Task 6. Identify Recommended Alternatives
6.1 Refine Meadow, Charleston and Churchill Underpass Alternatives
6.1.1 Refine Underpass Alternatives
Initial Revisions (Exhibits and Renderings)
Final Revisions (Exhibits and Renderings)
Finalize Cost Estimate, Fact Sheets, Evaluation Matrix and Website Materials
6.1.2 Presentation to Rail Committee #2 (Present Refinements of the Alternatives)
6.2 Preliminary Geotechnical Study
6.2.1 Data Collection and Review
6.2.2 Field and Laboratory Studies
6.2.3 Construction Methodology Evaluation
6.2.4 Geotechnical Memorandum
Draft Memo
City and Rail Committee Review
Final Geotechnical Memo
6.2.5 Presentation to Rail Committee #3 and City Council Meeting Presentation to Rail Committee #3 (Present Geotechnical Findings and Cost Estimate Peer Review) City Council Meeting (Discuss Rail Committee's Recommendations)
6.3 Cost Estimate Peer Review (Trench Alternative)
Draft Memo
City and AECOM Review
Final Cost Estimate Memo
6.4 Additional Technical Support
To Be Determined by City Project Manager
6.5 Caltrain Coordination on 4-Track Policy (Optional)
6.5.1 Gather Data from Caltrain
6.5.2 Evaluate Alternatives
6.5.3 Meet with Caltrain
6.5.4 Four Track Memorandum
Draft Memo
City & Caltrain Review
Final 4-Track Evaluation Memo
6.5.5 Presentation to Rail Committee and City Council
Rail Committee Meeting
Update Exhibits
City Council Meeting
Project Report
Draft Project Report
City Review
Draft Final Project Report
Final City Review
Final Project Report
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Start
Mon 1/24/22
Fri 2/18/22
Fri 2/18/22
Fri 2/18/22
Fri 2/18/22
Fri 2/25/22
Fri 3/4/22
Fri 6/10/22
Fri 6/17/22
Fri 6/24/22
Fri 3/25/22
Mon 1/24/22
Mon 3/28/22
Mon 3/28/22
Mon 3/28/22
Mon 7/18/22
Mon 9/26/22
Fri 7/15/22
Mon 1/24/22
Mon 1/24/22
Mon 2/21/22
Mon 6/13/22
Mon 6/13/22
Mon 6/13/22
Mon 8/8/22
Mon 9/5/22
Fri 8/19/22
Fri 8/19/22
Fri 10/28/22
Mon 4/18/22
Mon 4/18/22
Mon 7/11/22
Mon 8/22/22
Mon 1/24/22
Mon 1/24/22
Mon 1/24/22
Mon 1/24/22
Mon 3/21/22
Fri 5/27/22
Mon 5/30/22
Mon 5/30/22
Mon 7/11/22
Mon 8/8/22
Fri 9/30/22
Fri 9/30/22
Mon 10/3/22
Fri 12/9/22
Mon 9/26/22
Mon 9/26/22
Mon 1/16/23
Mon 2/6/23
Mon 3/20/23
Mon 4/3/23
Finish
Mon 1/24/22
Fri 6/24/22
Fri 6/24/22
Fri 6/24/22
Fri 2/18/22
Fri 2/25/22
Fri 3/4/22
Fri 6/10/22
Fri 6/17/22
Fri 6/24/22
Fri 3/25/22
Fri 3/17/23
Fri 12/16/22
Fri 12/16/22
Fri 6/3/22
Fri 9/23/22
Fri 12/16/22
Fri 7/15/22
Fri 10/28/22
Fri 2/18/22
Fri 6/10/22
Fri 7/8/22
Fri 10/14/22
Fri 8/5/22
Fri 9/2/22
Fri 10/14/22
Fri 10/28/22
Fri 8/19/22
Fri 10/28/22
Fri 9/30/22
Fri 7/8/22
Fri 8/19/22
Fri 9/30/22
Fri 3/17/23
Fri 3/17/23
Fri 12/9/22
Fri 3/18/22
Fri 5/13/22
Fri 5/27/22
Fri 9/2/22
Fri 7/8/22
Fri 8/5/22
Fri 9/2/22
Fri 12/9/22
Fri 9/30/22
Fri 11/25/22
Fri 12/9/22
Fri 4/14/23
Fri 1/13/23
Fri 2/3/23
Fri 3/17/23
Fri 3/31/23
Fri 4/14/23
Nov Dec
2022
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
1/24
2/18
2/25
3/4
6/10
6/17
6/24
3/25
7/15
8/19
10/28
5/27
9/30
12/9
2023
Jan Feb Mar Apr May
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City of Palo Alto Contract No. C18171057
Form Vers.: Aug. 5, 2019 Amendment No. 4
EXHIBIT “C” COMPENSATION
AMENDMENT NO.4
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit “C-1” up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement.
TASK ORIGINAL
CONTRACT
NOT TO
EXCEED
AMOUNT
NOT TO EXCEED
AMOUNT
ADDED OR
(SUBTRACTED)
BY
AMENDMENT
NO 1
NOT TO
EXCEED
AMOUNT
ADDED BY
AMENDMENT
NO 2
NOT TO
EXCEED
AMOUNT
ADDED BY
AMENDME
NT NO 3
NOT TO
EXCEED
AMOUNT
ADDED BY
AMENDMENT
NO. 4
Task 1 Project Management $225,184.00 $136,825 $48,827 $0 $57,982
Task 2 Data Collection & Review $121,117.20 $12,360 $0 $0 $0
Task 3 Convene Technical Advisory $51,873.60 ($39,806) $0 $0 $0 Committee Meetings
Task 4 Community Engagement $285,885.60 $470,050 $79,626 $0 $33,939
Task 5 Identify Alternative Analysis $177,420.00 $0 $0 $0 $0
Task 6 Identify Recommended
$312,523.20 $387,406 $178,419 $0 $526,122
Task 7 Assist with CAHSR
$32,424.00 $0 $0 $0 $0
Analysis Phase
Task 8 Financing Plan $28,032.00 $59,290 $0 $0 $0
Reimbursables and Other
$44,200.00 $0 $3,000 $0 $0
Additional Services 0 $180,000 $0 $80,000 $104,126
TOTAL
$1,278,660.0 $1,206,126 $309,872 $80,000 $722,120
MAXIMUM
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City of Palo Alto
Form Vers.: Aug. 5, 2019
TOTAL BASIC SERVICES (AMENDMENT NO. 4) $ 618,044.00
TOTAL BASIC SERVICES (AMENDMENT NO. 2) $ 306,872.00
TOTAL BASIC SERVICES (AMENDMENT NO. 1) $1,026,126.00
TOTAL BASIC SERVICES (ORIGINAL CONTRACT)
$1,234,460.00
Reimbursable Expenses $47,200.00
Additional Services (AMENDMENT 1)
Additional Services (AMENDMENT NO. 3)
$180,000.00
$80,000.00
Additional Services (AMENDMENT NO. 4)
$104,126.00
Maximum Total Compensation
$3,596,828.00
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses.
CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost.
Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $2,500.00 shall be approved in advance by the CITY’s project manager.
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City of Palo Alto
Form Vers.: Aug. 5, 2019
EXHIBIT “C-1.4”
HOURLY RATE SCHEDULE
AMENDMENT NO. 4,
(ADDED)
The hourly rates in this Exhibit “C-1.4” are intended to show the rates for services rendered in 2022.
This Exhibit “C-1.4” shall amend, but not replace, Exhibit “C-1” as previously amended.
References to “Exhibit C-1” in the Contract shall mean Exhibit “C-1” (as previously amended) and this Exhibit “C-1.4”, read together. To the extent the provisions of Exhibit “C-1.4” directly conflict with Exhibit “C-1” as previously amended, the provisions of Exhibit “C-1.4” will control.
(see rates on following page)
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City of Palo Alto
Form Vers.: Aug. 5, 2019
AECOM/URS 2022 RATE SCHEDULE
The services under this Agreement rendered in 2022 will be compensated in accordance with the following consultant rate schedule and adjusted annually Name/Position/Title Fully-Burdened Hourly
Rates**
Principal Professional/Project Director $296 - $429
Senior Project Manager $236 - $374
Project Manager $213 - $305
Lead Project Professional/Engineer $223 - $412
Senior Project Professional/Engineer $170 - $247
Sr. Designer/Lab, Field, or CADD Supervisor $149 - $196 Sr. Technician* $131 - $196
Sr. CADD Technician/Sr. Illustrator/Designer* $131 - $191 Project Professional/Engineer $131 - $224
Project Administrator/Controller $121 - $191
Staff Professional/Engineer $109 - $138
Junior Professional/Engineer $65 - $112
Word Processor/Project Assistant/Editor* $73 - $153
Technician* $65 - $165
CADD Technician/Illustrator* $73 - $135
Clerk/Administrator/Intern* $38 - $122
* Overtime premium charged at cost where required by law for non-exempt employees ** Bill rates are computed as actual pay rate at time of service plus current FAR multiplier plus 10% fee (raw labor + 130.70% for FY 2020 plus 10% fee = 253.77%) ** Salaries are adjusted each October 1, but individual merit or promotional increases may occur at any time.
Reimbursable Items to be
Billed
Subcontracted Services Cost plus 5%
In-house printing (per page) Color $1.00, B/W $.10, no
markup
Vehicles $90/day, $45/½ day, no markup
Personal vehicles (mileage) Current IRS rate, no markup Other miscellaneous Expenses At cost
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City of Palo Alto (ID # 13712)
City Council Staff Report
Meeting Date: 2/14/2022
City of Palo Alto Page 1
Title: Approval of Meter Data Management System (MDMS) Contract C22184319 With N. Harris Corporation (SmartWorks) in the Amount Not to Exceed $1,804,055 Over a Five -Year Term
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommend s that Council approve and authorize the City Manager or their designee to execute Contract C22 184319 (Attachment A ) with N. Harris Computer Corporation (SmartWorks), for meter data management system (MDMS) subscription licensing and professional services, in an amount not to exceed $1,804,055 over a five-year term.
Executive Summary
On Oct ober 18, 2021, Council approved the advanced metering infrastructure (AMI) contract with Sensus for the citywide AMI system and installation services ( Staff Report #13665). AMI is a foundational technology that is becoming a standard in the utilities industry to implement smart grid systems designed to improve custome r experience, strengthen system reliability, enable City of Palo Alto Utilities (CPAU) to operate more effectively, and enable the community to meet its environmental sustainability and resiliency goals.
The MDMS will act as the system of record for all m eter readings and customer consumption, integrating with various other system and providing essential information to utility billing, customer service, engineering , and operations. It will offer dashboards, visualizations, and analytics to view individual meters or aggregated meters. The MDMS also provides analysis tools for water leak detection, outage map, and transformer health.
Background
In November 2018, the City Council approved the Utilities Smart Grid Assessment and Technology Implementation Plan (Staff Report #9780 ). The assessm ent recommended the implementation of AMI and MDMS smart grid systems for the benefit of electric, natural gas and water utility customers. The smart grid systems will empower customers to more efficiently utilize utility supplies, facilitate customer adop tion of distributed energy resources (DER) such as solar photovoltaics, energy storage, and electric vehicles, and enable the timely detection of water leaks. AMI and MDMS will also enable CPAU to optimize operations and improve 6 Packet Pg. 110
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reliability by reducing res toration time for outages. AMI and MDMS will be critical systems to meet the community’s greenhouse gas reductions goals by enabling time -of-use (TOU) electricity rates and to encourage the use of electrical appliances and charging EVs during periods of the day when electricity cost is low.
The UAC and Council acceptance in 2018 of staff’s recommendation to invest $16 to $19 million in AMI technology was based on a financial and economic analysis undertaken by expert consultants and the experience gained b y CPAU after implementing the Customer Connect AMI pilot in 2013 -18. The estimated capital cost related to the AMI system installation was approximately $16 to $19 million with an investment life of 18 years. The evaluation also analyzed the operational i mpact and found that the investment will require a few staffing changes to implement and maintain the AMI infrastructure to maximize the value of the investment. The annual operating cost of the AMI system is estimated to be $1.9 million, which would be of fset by $3.3 million in benefits estimated to accrue from electricity and water use conservation, and current staffing related savings. The result is projected to be a net monetary benefit of $1.4 million per year on an ongoing basis.
Discussion
Following Council’s acceptance of staff’s recommendation to invest in AMI technology in November 2018, staff retained consultants to assist with soliciting AMI system vendor proposals. On March 31, 2020, a Request for Proposal (RFP) Number 177782 for ‘Equipment, Software, and Services for an Advanced Metering Infrastructure Project’ was issued. Staff received 8 proposals for a hosted MDMS. The proposals ranged in implementation costs ($165,000 - $1,029,000), subscription fees ($39,000 - $313,000), maturity of the technology (0 – 15 years), business requirements (112), integration with third party systems (CIS, GIS, Sensus, SEW), and utilities (electric, gas, water).
The proposals were evaluated based on the following criteria.
1. Quality and completeness of Proposal
2. Quality, performance, and effectiveness of the solution
3. Proposer’s experience
4. Cost to the City
5. Proposer’s financial condition and stability
6. Proposer’s ability to perform the requirements within the time specified
7. Proposer’s prior record of performance with City or other agencies
8. Proposer’s ability to provide future maintenance, repairs, parts and/or services
9. Proposer’s compliance with applicable laws, regulations, policies
10. Whether or not the Proposal is Turnkey; existence of synergies with existing City systems
SmartWorks (a division of N. Harris Computer Corporation) scored the highest overall points for the MDM S evaluation. They are the industry’s leading MDM provider for medium size and municipal utilities like CPAU. SmartWorks has deployed SmartWorks Compass and MeterSense 6 Packet Pg. 111
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MDM at more than 300 utilities throughout North America.
As part of the AMI RFP, there were five components ( AMI network, water metering, gas metering, installation services, and meter data manage ment system ). Proposers were permitted to submit a single or joint proposal for one or more project components. Multiple AMI vendors also proposed SmartWorks as the MDMS in their joint proposals.
In addition to the MDMS platform and KPI dashboard, SmartW orks will provide the following analytical modules.
Leak Detection and Notification
SmartWorks Compass provides an analytical software solution to water leaks, identifying leaks both from meter notifications and using intelligent data analysis. A prioriti zed list of customers to be contacted is then produced . The magnitude of the leaks is quantified to help prioritize customer contact and even help identify root cause (i.e., broken toilet, burst pipe, etc.).
Outage Performance
The outage performance modu le will improve outage response time by enabling CPAU to 1) view outage and restoration notifications on a map ; 2) classify and interrogate outage events; 3) process outage notifications; and 4) initiate actions for outage response.
Transformer Load Analysis
The t ransformer analysis module continually analyses loads on distribution transformers and identifies those at risk of failure, resulting in improved system reliability and better asset utilization. “What-if” scenario planning determines the optimum r eplacement size for overloaded transformers and helps determine if existing transformers have sufficient capacity for future construction and developments.
Rate and Revenue Analysis
The rate and revenue analysis module enables CPAU to evaluate the financial impact of various operational scenarios both on utilities and consumers by 1) configuring TOU rates with blocks and tiers; 2) calculating “what -if” bills and assess cost delta for an account; 3) quantifying the effect of rate changes on customers and impact on utility revenue; 4) identifying customers most impacted by specific rate changes.
The system would include the following application and security features:
• Validate, edit and estimate (VEE) metering information received from the AMI network and store information as the system of meter reading records. • Process and provide required information to produce customer bills in the SAP CIS system; feed hourly/daily consumption information to the SEW customer portal (MyCPAU) for viewing by the customer.
• Provide information for various system analytics tasks such as outage notification, transformer loading analysis, voltage analysis, conservation voltage program, etc. 6 Packet Pg. 112
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• The software and hosting services are provided on servers operated by IBM. The hosted software meets industry security standards:
o AES-256 encryption, FIPS (140-2), FISMA and California SB1386 compliant. o In the process of obtaining SOC2 certification by early 2022. o No Personally Identifiable Information (PII) will be stored in the system.
The MDMS will act as the system of record for all meter readings and customer consumption. It will offer dashboards, visualizations, and analytics to view individual meters or aggregated meters.
Timeline
Under phase 1 (2023 – 2025), the City w ill receive water leak detection and outage maps. The transformer module for identification and resolution of overloaded and underloaded transformers within the system will also be implemented. Additional features such as rate and revenue analysis and conservation voltage reduction program are expected to be implemented in phase 2 of the AMI project in the 2026 period.
Resource Impact
Funding for year one of the Harris SmartWorks MDMS contract is available in the FY 2022 Adopted Capital Budget via Electric capital improvement project ( CIP) EL-11014 (Smart Grid Technology Installation). The first year of the contract is for $790,731 consisting of one -time implementation costs of $457,400, first year software subscription fees of $253,331 and not-to- exceed travel expenses of $80,000 for professional services as needed. The annual recurring subscription fee of $253,331 for software licensing and SaaS support will be charged to the Electric, Gas and Water operating budgets in FY 2023 - 2026. Funding for FY 2023 and beyond is subject to City Council approval of the annual appropriation of funds through the annual budget process.
This contract is not on the City’s professional services template, but incorporates the City’s right to terminate without cause/for c onvenience 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. However, depending on the cause for termination or suspension, the City may incur an early termination penalty equivalent to one year’s annual software subscription fees ($253,331).
Stakeholder Engagement
The need for an AMI system has been discussed with the UAC and Council since 2013, including 6 Packet Pg. 113
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the implementation of a pilot AMI system in the 2013-2018.
As part of the 2018 Utilities Strategic Plan development, staff actively engaged with internal and external stakeholders to identify priorities to be carried out by staff ov er the next three to five years. AMI was a recurring theme and identified as a strategic initiative under the “Technology” priority to increase system reliability, enhance customer experience, improve response time, and meet the community’s sustainability goals.
Staff has begun a concerted effort to communicate the many facets of this project, including:
customer and organization benefits and costs, project timeline and what can customers and employees expect during different stages of the project, how wil l this project impact individual staff members, staffing, and training needs. Utilities is coordinating this project with multiple departments (Administrative Services, IT, Attorney’s Office, Planning) and discussing impacts to their organizations. Appropr iate channels will be used to effectively communicate and engage with stakeholders. The AMI project related information can be found at www.cityofpaloalto.org/AMI. As the project progresses and mass meter deployment begins in mid-2023, additional meter installation related communications will also be undertaken with the community.
Environmental Review
Approval of the MDMS agreement proposed in this staff report does not meet the definition of a project un der the California Environmental Quality Act (CEQA), pursuant to the California Public Resources Code Section 21065, because it is not an activity that will cause a direct physical change in the environment.
The City’s prior approval of the AMI project , of which MDMS is a part, is categorically exempt under California Environmental Quality Act (CEQA) Guidelines section 15301(b) as a Project involving minor alteration of existing public utilities facilities and equipment, with negligible or no expansion of existing or former use; therefore, CEQA review is not required.
Attachments:
• Attachment6.a: Attachment A: N. Harris Corporation (SmartWorks), Contract C22177782A
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Subscription Services Agreement – C22177782A
This Subscription Services Agreement (the “Agreement”), is entered into on February 14, 2022 (the “Effective Date”) by and between City of Palo Alto ("Customer" or “City”) N. Harris Computer Corporation of 1 Antares Drive, Suite 400, Ottawa, Ontario K2E 8C4 ("SmartWorks" or “CONSULTANT”).
NOW THEREFORE, in consideration of the mutual covenants and obligations contained here and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions
(a) The following terms shall have the meaning set out below; all other capitalized terms not otherwise defined in this Section shall have the meaning set forth in the Agreement:
(i) “Annual Subscription Fees ” means the annual subscription fees set out in Schedule “A” to this Agreement.
(ii) “Change Order ” means any written documentation between the Customer and SmartWorks evidencing their agreement to change particular aspects of this Agreement.
(iii) “Completion of Services” means the Professional Services are complete and shall be deemed to have occurred on the date which the Customer commences using the Services in a production environment.
(iv) “Confidential Information” means, with respect to a party hereto, all information or material which:
is (A) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (B) known by the parties to be considered confidential , proprietary, or is confidential under federal or state law or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information of SmartWorks shall include, without limitation, the Software, the Documentation, and any information with respect to the Services that SmartWorks may provide to Customer from time to time, including without limitation, all information disclosed by SmartWorks or its service providers relating to the security of its facili ties, computer systems and products. Confidential Information does not include information to the extent that a party can show by appropriate documentation that such information:
(i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving p arty hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is rightly received by the receivi ng party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to or use of the other p arty's Confidential Information and which such independent development can be established using evidence that would be acceptable to a court of competent jurisdiction.
(v) “Data Conversion Fees” shall have the meaning set forth in Section 10 of this Agreement.
(vi) “Data” or “City Data” means all data, documents, content, software, text, information, audio, video and images that are provided by or on behalf of Customer to SmartWorks or its third party service provider and all other content transmitted, posted, received or created through Customer’s use of the Services or the Software, including Personal Information.
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(vii) “Documentation” means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, and supporting materials.
(viii) “Fees” means the Annual Subscription Fees, Professional Services Fees, Conversion Costs and other Fees as may be further described and listed in Schedule “A” of this Agreement .
(ix) “Maximum Channels” means the maximum number of channels or existing systems and connected devices such as Supervisory Control and Data Acquisition (SCADA) and sensors in the emerging Internet of Things (IoT ) that collect data regarding electricity being consumed by a customer of Customer or collect data regarding electricity provided by a customer to Customer, with which Customer is authorized to use the Software as specified in Schedule “A”.
(x) “Maximum Meters” means the maximum number of meters with which Customer is authorized to use the Software as specified in Schedule “A”.
(xi) “Personal Information” means personal information about a California resident as defined in the California Civil Code Section 1798 et seq., as amended from time to time.
(xii) “Professional Service(s) ” means those implementation, training, consulting and prof essional service(s) provided by the SmartWorks Professional Services team as further described in a SOW.
(xiii) “Professional Services Fees” means the Professional Service(s) fees set out in Schedule “A” and the SOW.
(xiv) “Services” and “Software Services” each means the web-based hosting service(s) and software solution to be provided by or on behalf of SmartWorks under this Agreement that includes hosting, monitoring, operating and maintaining the Software as a s ervice at a site owned or controlled by SmartWorks and the delivery of exclusive access via the Internet to Customer to use the Software, as a service, granted to Customer pursuant to Section 2 hereof . The Services shall also include storing all data entered and maintained by Users through use of the Services.
(xv) “Software” means the software product(s) that are owned by SmartWorks, delivered as a subscription based hosted solution and listed in Schedule “A”.
(xvi) “SOW” or “Statement of Work” means a written statement of work that sets out a description of the Professional Services to be provided by SmartWorks to Customer that is signed by an authorized representative of each of the parties and attached to this Agreement as Schedule “C”.
(xvii) “Support Services” means those support services to be provided by the SmartWorks Support team as further described in Schedule “D” to this Agreement.
(xviii) “Third Party Components” means any third party telecommunications, energy/utility transportation, managed facilities and/or software applications and services that SmartWorks or its service providers has licensed or purchased and provided access to or otherwise made available to Customer as part of the Services.
(xix) “User” means an employee or legal agent of Customer that has been authorized by the Customer to access and use the Services.
b) Schedules
The Schedules described below and attached to this Agreement shall be deemed to be integral parts of this Agreement.
Schedule “A” - Description of Services; Fees & Payment Terms DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Schedule “B” - Services Availability
Schedule “C” - Statement of Work
Schedule “D” - Support Services
Schedule “E” - Security
Schedule “F” – Third Party Software
Schedule “G” – Insurance Requirements
Schedule “H” – Cybersecurity Terms and Conditions
In the event of any conflict or inconsistency between the terms and conditions in the main body of this Agreement and the terms and conditions in any Schedule, the terms and conditions of the main body of this Agreement shall control unless otherwise expressly stated in the provision giving rise to the conflict or inconsistency.
2. Authorization
Subject to the terms and conditions of this Agreement, including without limitation, payment by Customer of the Professional Services Fees required for set -up and the Annual Subscription Fees, SmartWorks hereby grants to Customer a personal, non- exclusive, non-transferable limited right during the Term (a) to allow Users to access and use the Services for up to the Maximum Channels and Maximum Meters on an annual subscription basis and in accordance with the Documentation solely for Customer ’s internal business purposes and (b) to use, copy and modify the Documentation solely for the purpose of creating and using internal training materials relating to the Services.
3. Fees, Not to Exceed Compensation
The Fees to be paid to SmartWorks in consideration of the performance of the Services and the Professional Services shall be based on the compensation structure detailed in Schedule A, entitled “Description of Services; Fees & Payment Terms,” including any reimbursable expenses specified therein, and the maximum total compensation for the Initial Term (as defined in Section 5 below) shall not exceed $1,804,055 (the “Initial Term Maximum”). Any work performed or expenses incurred for which payment would result in a total exceeding the Initial Term Maximum shall be at no cost to the CITY.
Customer shall pay “Undisputed Fees” by the due date set forth in an invoice. “Undisputed Fees” means the fees set forth in any invoice for which Customer has not, within thirty (30) days of receipt of the applicable invoice, delivered written notice to SmartWorks detailing its dispute regarding the Fees .
The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed in Schedule A, Fees and Payment Terms, provided the total compensation for the performance of the Services during the Initial Term, including any reimbursable expenses authorized by City, does not exceed the Initial Term Maximum.
The Annual Subscription Fees, Professional Services Fees and any other fees set out in this Agreement are exclusive of taxes. Customer agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on SmartWorks’ net income). If Customer is exempted from payment of the foregoing taxes by applicable laws, it shall deliver written proof of tax exemption status to SmartWorks on the Effective Date.
If any Fees are not paid when due, then at SmartWorks ’ discretion, SmartWorks may suspend the Services , including all Customer access to the Services, pursuant to Section 15(b).
4. Travel and Lodging Expenses
Travel and lodging expenses will be billed in conjunction with any Professional Services work performed at DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Customer's offices by any SmartWorks personnel. SmartWorks will be reimbursed for travel time at a rate of $50 per hour per SmartWorks representative. Travel from outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost for each SmartWorks employee providing Professional Services subject to the following:
(a) Lodging Expense If the SmartWorks employee must spend the evening, the employee shall select single occupancy, standard, non-deluxe accommodations and should stay at hotels offering economical lodging rates. The City shall not reimburse any cost related to the extension of a hotel stay beyond the time necessary to complete the work-related event. Within California or adjoining states an extra night’s hotel stay should not be necessary if flight arrangements can be made the same day. The use of hotels is restricted to cities located beyond 50 miles (one way) from the City of Palo Alto or the traveler’s residence (whichever is shortest).
(b) Transportation
i. Air Transportation. If the SmartWorks employee must travel by air to reach Customer's offices, the traveler shall fly economy coach class on the lowest cost flight available for the most direct route to the final destination, which could reasonably include scheduled layovers. Travelers are encouraged to make air reservations as early as feasible to obtain the greatest discount and to consider the use of alternate but nearby airports to take advantage of the lowest fares. Extension of the trip to cover a weekend stay to obtain a lower airfare does not entitle the traveler to be reimbursed for the extra day's hotel costs or meal expenses. Travelers may use City travel to qualify for frequent flyer credits, but the selection of an airline for a given trip shall not be made for the purpose of accumulating such credits.
Travelers that choose to use their personal frequent flyer miles for City business shall not be reimbursed for the value of the tickets. If the airline charges for all checked baggage, the City will cover the cost for one checked bag only. Excess baggage charges are not reimbursable. ii. Rental Cars. Rental cars shall only be approved, if other ground transportation, such as shuttles or taxis, is more expensive during the stay at the destination. Only economy or compact car models may be rented, unless the upgrade is provided by the rental agency at no cost. Rental car options such as GPS devices are not reimbursable. Travelers must also decline any Fuel Purchase Options (which allow for prepayment of a gas tank refill) and shall refuel prior to returning the rental car, if additional charges apply for refueling. Use of a rental car will be reimbursed either at the current IRS mileage rate or the car rental cost apportioned for the number of days used for City business, whichever is less. iii. Private Automobiles. Travelers may use private automobiles for personal or group transportation on extended trips. Reimbursement shall be made at the current IRS mileage rate. Mileage reimbursement shall not exceed the cost of refundable round t rip air transportation (economy class) for a reservation made at least seven days in advance of the trip.
(c) Incidental Expenses. Incidental expenses related to City business shall be reimbursed at cost as supported by submitted receipts. Incidental expe nses may include parking charges, hotel Internet connection services, and other necessary business-related charges. Travelers should use the lowest cost alternative for parking within a reasonable area from the destination. Where a hotel stay is authorized, Internet connection services purchased to conduct City business are reimbursable. Travelers will be reimbursed for hotel telephone calls to City of Palo Alto offices. The hotel bill should indicate any calls that are of a business nature. Other charges on a hotel bill, such as pay -TV movies, cleaning, laundry, room service charges (additional over cost of meal) or charges for additional guests are not reimbursable. (d) Meals. Travelers may be reimbursed for meal expenses. Itemized receipts for meals must be maintained. The maximum reimbursement amount for meals shall be: $15.00 for breakfast, $16.00 for lunch, and $28.00 for dinner. Under no circumstances will expenses for alcoholic beverages be reimbursed by the City. Meal reimbursements for meetings or t rainings not requiring overnight accommodations, and conducted between the hours of 8 a.m. and 5 p.m., will be limited to lunch. When meals are provided as part of the cost of an event, travelers will not be reimbursed for the actual expenses DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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of these meals. Local travel meal expenses that do not meet the IRS definition of “business related” will not be reimbursed.
SmartWorks will use its reasonable efforts to minimize all travel and lodging expenses. Only actual travel and lodging expenses will be billed to the Customer.
5. Term
Unless terminated earlier in accordance with the terms hereof, t his Agreement shall commence on the Effective Date and shall continue for a period from the date of execution through the end of the fi fth (5th) year from the date that the Software Services listed in Schedule “ A” are installed and configured in SmartWorks ’ hosted environment as indicated by the issuance of an invoice for the Fees by SmartWorks or its authorized reseller to Customer (the "Initial Term"). After the Initial Term, the parties may extend this Agreement for an additional five (5) year period on Customer providing SmartWorks with written notice of its intention to renew this Agreement at least 120 days prior to the end of the Initial Term (the "First Renewal Term") and the parties shall in good faith negotiate the terms and conditions that will apply to the First Renewal Term. After the First Renewal Term, the parties may extend this Agreement for an additional Renewal Term (the “ Second Renewal Term”) on Customer providing SmartWorks with written notice of its intention to further renew this Agreement at least 120 days prior to the end of the First Renewal Term and the parties shall in good faith negotiate the terms and conditions that will apply to the Second Renewal Term. The Initial Term, First Renewal Term and Second Renewal Term shall collectively be referred to as the “Term”. During the First Renewal Term, the Fees shall increase by a maximum of 3% on each anniversary of the Effective Date and for each Term after the Initial Renewal Term, the Fees shall be SmartWorks’ then current Fees in effect and SmartWorks shall provide notice of such Fees within one hundred and eighty (180) days prior to the end of the then current Term.
6. Restrictions on Use
(a) Except as expressly provided herein, Customer may not give away, rent, lease or otherwise sell, re -sell, sublicense, distribute or transfer the license rights granted under this Agreement or otherwise use the Services except as expressly permitted by this Agreement without the prior written consent of SmartWorks .
(b) Customer agrees that it will not reverse engineer, decompile, translate or otherwise attempt to derive, or permit or help others to derive the source code relating to all or any part of the Software or Services, or attempt to otherwise convert or alter the Software or Services into human readable code, except to the extent applicable law expressly prohibits the foregoing restriction.
(c) Customer may duplicate Documentation, at no additional charge, for Customer's internal use so long as all required proprietary markings are retained on all duplicated copies.
(d) No third party, other than duly authorized legal agents or employees of Customer authorized pursuant to Section 2 hereunder, shall have access to or use of the Services.
(e) Customer shall not copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes.
(f) Customer shall not access or use the system (including, without limitation, the network infrastructure and cloud services) used to provide the Services separately from the Services and shall not use third- party tools to access the system used to provide the Services.
(g) Customer shall not access the Services in order to (i) build a competitive product or service; (ii) copy any ideas, features, functionality or graphics of the Software; or (iii) knowingly allow access to any competitor of SmartWorks.
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(h) The Customer shall not transmit, upload, post, distribute, store or otherwise publish, through use of the Services, any data, material or Information that: (i) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that intercepts or misappropriates any data or information; (ii) is threatening, defamatory, libelous, harassing, profane, is an invasion of privacy, offensive, obscene or harmful; (iii) infringes or otherwise violates any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third party; (iv) violates any law, statute, ordinance or regulation; (v) includes unsolicited bulk e- mails, advertisements or solicitations.
(i) Customer shall not knowingly transmit any data to the system used by SmartWorks or its third party service provider to provide the Services that contains software viruses or other harmful or deleterious computer code, files or programs.
(j) Customer shall not interfere with or disrupt services or networks connected to the system used to provide the Services and shall not attempt to gain unauthorized access to the Services or such services or networks connected to the system used to provide the Services.
(k) Customer shall not use the Services for unlawful, obscene, offensive or fraudulent Data or activity, such as advocating or causing harm, evading filters, sending abusive or deceptive messages .
(l) Customer shall not provide the results of using the Services for the purposes of monitoring its availability, performance, functionality, benchmarking or competitive analysis to any third party.
(m) In addition to its ter mination rights under Section 15, SmartWorks may restrict or limit Customer’s access to the Services if SmartWorks reasonably determines that Customer has engaged in or is likely to engage in (whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in SmartWorks’ reasonable opinion poses any risk of any kind or nature to SmartWorks or its service providers’ network, business or other customers. As promptly as practicable after becoming aware of Customer’s engagement in any such prohibited conduct, SmartWorks will use reasonable efforts to notify Customer of the restriction or limitation to Customer’s access to the Services and will promptly restore Customer’s access after SmartWorks has had reasonable assurance that any such prohibited conduct has been permanently discontinued. In addition to and without limiting the foregoing, SmartWorks reserves the right to refuse to post or to remove in whole or in part any information or materials provided or submitted by or on behalf of Customer in connection with its use of the Services that SmartWorks determines, in its reasonable discretion, are either in violation of this Agreement or pose any risk of any kind or nature to SmartWorks or its service provider’s network, business or other customers. SmartWorks shall make reasonable efforts to provide Customer with notice of the foregoing and reasonabl e opportunity to cure or assist with the potential violation or risk just described.
7. Services Availability
(a) SmartWorks and/or its service provider shall provide all facilities, equipment, and software required to deliver the Services for up to the Maximum Meters and Maximum Channels.
(b) SmartWorks shall use commercially reasonable efforts to make the Services available to Users twenty -four (24) hours per day, seven (7) days per week; subject to the terms further defined in Schedule “B”.
(c) SmartWorks reserves the right to have additional User acceptance criteria that may be applied to Users prior to their ability to have access to the Services. SmartWorks shall inform Customer of such criteria but SmartWorks shall be free to implement such criteria at any time without prior written warning to the Customer and/or to Users. Where Users do not accept such and/or agree to such criteria, SmartWorks reserves its rights to not grant to such Users access to the Services. SmartWorks reserves its rights to restrict access to the Services to Users for any violation of any additional terms and conditions to which such Users accept/agree to access the Services.
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(d) SmartWorks shall provide installation, configuration, system administration and maintenance of the facilities and equipment and software required to operate and ensure availability of the Services. Customer, not SmartWorks, shall be responsible for creating and maintaining all User account information and for performing all other application level system administration functions that are available within the Services.
(e) SmartWorks shall comply with the terms and conditions regarding access and use of Data as set out in Section 17 of this Agreement.
(f) Customer acknowledges that in order to provide the Services SmartWorks may be required to purchase access to the Third Party Components. Customer further acknowledges that the availability of such Third Party Components is based solely on the best information available to SmartWorks and its service providers as of the Effective Date including third party representations and government regulations and is subject to change during the Term with little or no advance notice. If any necessary Third Party Components are determined by SmartWorks to be unavailable as a result of changes to any third party availability, governmental regu lations or other condition or circumstance outside of SmartWorks’ control, then (a) SmartWorks shall not be in breach hereof or otherwise liable for any failure or inability to provide the Services as a result of such unavailability of any Third Party Components; and (b) SmartWorks may in its sole discretion modify, change or replace the applicable Third Party Components and otherwise attempt to mitigate the impact of the such unavailability of Third Party Components, and reserves the right to pass on any price increases by revising the Annual Subscription Fees, subject to the right to terminate set out in Section 15.
(g) The infrastructure deployed to support the Customer’s Services solution is based upon the scope of work as defined in Schedule “A” and/or the Statement of Work (Schedule “C”). Should the technical demands of the infrastructure materially change due to changes such as total number of meters, interval lengths, or number of virtual meters, SmartWorks reserves the right to reassess and redefine the infrastructure required for acceptable performance and adjust the Annual Subscription Fees accordingly.
8. Customer Responsibilities
(a) Cooperation by Customer. Customer acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of Customer and its staff and agrees to act reasonably and co- operate fully with SmartWorks to achieve the Completion of Services related to any Professional Services provided by SmartWorks. To enable SmartWorks to provide effective Support Services, the Customer will establish auto remote access based on remote access procedures compatible with SmartWorks’ practices.
(b) Project Manager. CONSULTANT will assign Veronique Gagnier, Director of Professional Services as the CONSULTANT’s interim Project Manager, until a permanent Project Manager is subsequently assigned 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 Dave Yuan, Utility Strategic Business Manager, Utilities Department, 250 Hamilton Avenue, Palo Alto, CA,: 94301,Telephone: (650) 329-2522 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. Customer’s project manager shall work closely with SmartWorks to facilitate the successful completion of the implementation process and shall be responsible for supervising Customer staff and ensuring their co-operation with and participation in such process during any Professional Services engagement.
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(c) Customer Equipment. Customer agrees that it shall be responsible, at its sole expense, for providing all Internet access, including but not limited to obtaining, installing and maintaining all equipment, hardware, network, Internet or direct telecommunications connections and software applications (e.g. web browser) at Customer’s facilities required for Users to access and use the Services. SmartWorks shall not be responsible for the operation of any Internet, network or other communication services. Customer further acknowledges that access to and the operation of the Services requires Customer’s and Users’ hardware to be of sufficient quality, condition and repair, and Customer agrees to and/or to ensure that Users maintain their applicable hardware in the appropriate quality, condition and repair at its sole cost and expense. These requirements may also be necessary in order to facilitate the achievement of Completion of Services related to any Professional Services supplied by SmartWorks.
(d) Passwords. Customer agrees to comply with all SmartWorks and its service providers’ security policies and procedures made available to it and as may be amended from time to time and made available through URL or other means mutually agreed to by the parties. Customer and its Users shall be responsible for keeping any and all passwords and user ID’s assigned to its Users secret and confidential. Customer agrees that it is and shall remain solely and completely liable for any communications or other us es that are made using Customer’s or its Users’ passwords and user ID’s, as well as any obligation that may result from such use.
Customer agrees to notify SmartWorks promptly in writing if it believes that a password has been stolen or might otherwise be misused, of any unauthorized use of any password or user ID , or any other breach of security suspected by Customer related to the Services.
(e) Users. The Customer is responsible for: (i) the actions of Users using the Services in accordance with this Agreement; (ii) ensuring that Users agree to any further terms and conditions as may be provided on notice of such further terms and conditions or through training by SmartWorks from time to time for Users; and (iii ) informing SmartWorks of any information about Users’ actions that may affect either the Services or third party data contained in or used by the Services, or SmartWorks’ ability to provide the Services as contemplated by this Agreement.
(f) Compliance with Laws. Customer represents and warrants to SmartWorks that it and its Users will at all times be in compliance with all applicable local, state, provincial, federal and international laws , rules and regulations including but not limited to those laws regarding restrictions on exports (including the U.S. Export Administration Regulations, end- user, end use and destination restrictions by Canadian, U.S. and other governments related to SmartWorks and its service provider’s products, services and technologies).
CONSULTANT and CITY shall each keep itself informed of and in compliance with all applicable federal, provincial, state and local laws, ordinances, regulations, and orders (and as the foregoing are amended fr om time to time) that may affect in any manner the performance of the Services or those engaged to perform Services or, in the case of CITY, the use of the Services by CITY and its Users under this Agreement.
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.
(g) Data Security. Customer acknowledges and agrees that use of or connection to the Internet is inherently insecure and provides opportunity for una uthorized access by a third party to Customer’s and its Users’ (as well as SmartWorks’ and its service providers’) computer systems, networks and any and all information stored therein. Customer is solely responsible for ensuring that (i) Customer’s computer systems are secure and protected from unwanted interference (such as “hackers” and viruses), (ii) all transmissions are screened for viruses or other harmful code prior to transmission to SmartWorks’ servers; and (iii) Data is encrypted. If any Data could be subject to governmental regulation or may require security measures beyond those specified by SmartWorks for the Services, Customer will not input or provide such content or Data unless S martWorks has otherwise first agreed in writing to implement additional security and other measures. By using the Services, Customer acknowledges that it meets Customer’s requirements and data (including personal information) processing instructions.
SmartWorks will maintain a data security program for the Software delivered to Customer as Software as a Service (SaaS) that will include reasonable administrative, physical, technical, organizational and other security measures to protect against unauthorized access to, or destruction, loss, unavailability or alteration DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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of, any City Data processed or stored by the SaaS , it being understood that the SaaS relies on Third Party Components which are delivered pursuant to the data security programs implemented and controlled by the third party service provider of such Third Party Components and not by SmartWorks.
SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY,
SECURITY, AUTHENTICITY, AND NON- CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. SMARTWORKS AND ITS THIRD PARTY
SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF CUSTOMER’S OR ITS USERS’ CONNECTION TO OR USE OF THE INTERNET , AND
SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY USE BY CUSTOMER OR ANY USER OF CUSTOMER’S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION.
(h) Third Party Software. Customer agrees to comply with the terms and conditions regarding third party software set out in Schedule ”F” to this Agreement, where applicable.
9. Delivery Schedule
The parties will mutually agree in writing upon a delivery schedule based on, among other things, the purchased modules, required training and availability of both Customer and SmartWorks staff members.
10. Data Conversion Fees
SmartWorks may offer data conversion services for the purpose of migrating existing Customer data t o a format usable by the Software. The success of the data conversion effort is largely based on the format and quality of the Customer provided data. Unless otherwise indicated, converted data is strictly limited to non -dollar amounts and typically includes information such as names, addresses, and phone numbers. Only information explicitly listed in this Agreement will be converted. In certain instances, initial cost estimates for a data conversion may have been included in a professional services pricing proposal. Unless specifically included in this Agreement as part of Schedule “A” and “C”, such cost estimates, and all prior data conversion cost estimates, are not binding nor are they incorporated into this Agreement. Accordingly, SmartWorks shall notify Customer of the final data conversion fees and costs after the Customer provided sample data is examined by SmartWorks to verify existing Customer data formats and data integrity; but before data conversion efforts are commenced. In such event, and upon receipt by SmartWorks of notice in writing from Customer that applicable data conversion fees are acceptable, such data conversion fees (the “Data Conversion Fees” ) shall be in addition to all fees currently stated in this Agreement.
Any costs associated with obtaining the data from an existing Customer vendor are the responsibility of the Customer. Sample data shall be provided in standard fixed length format with ASCII display characters only. Data must be on a media formats readable by SmartWorks.
In the event a data re- conversion is required, for whatever reason, Customer will be billed at t he Professional Services Fee rate set out in Schedule “A” to this Agreement.
11. Professional Services & Support Services
(a) Professional Services and Support Services . Subject to the terms and conditions of this Agreement, SmartWorks shall provide the P rofessional Services to Customer in accordance with Schedules “A” and “C” and the Support Services in accordance with Schedule “D”.
(b) Manner of Performance. SmartWorks shall perform the Professional Services in an efficient, competent and timely manner and exercise reasonable care, skill and diligence in the performance thereof. SmartWorks shall determine in its sole discretion the manner and means by which the Professional Services shall be performed, DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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with due consideration of adequate knowledge transfer to Customer personnel. SmartWorks will communicate openly with Customer in its methodology, manner and means.
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 approva ls 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. (c) Conduct on Customer’s Premises . In the event that SmartWorks is required to perform Professional Services on Customer’s premises, any such Professional Services shall be performed with Customer’s full co- operation and on the premises of Customer or, if agreed to by both parties, at an alternat e location.
SmartWorks agrees that, while working on Customer’s pre mises, each of its employees shall observe Customer’s rules and policies provided to SmartWorks in writing relating to conduct thereon.
(d) 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.
CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors.
12. Warranty and Warranty Disclaimer
(a) Limited Warranty. SmartWorks warrants to Customer that the Services shall be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and the Software shall function substantially in accordance with the specifications, as stated in SmartWorks ’ Documentation provided to Customer, provided that al l use of the Services is for the purposes and in the environment for which they were designed and in accordance with such specifications and the terms and conditions of this Agreement . The foregoing limited warranty will not apply if there has been misuse, modification, damage not caused by SmartWorks or its third party service provider, failure to comply with written instructions provided by SmartWorks or if otherwise stated in this Agreement. Customer’s sole remedy in the event the Services do not conform to the foregoing limited warranty is for SmartWorks to use commercially reasonable efforts to correct such non-conformance and the right to terminate this Agreement in accordance with Section 15(c). Where applicable, Third Party Software is provided as-is, without warranties of any kind.
(b) Warranty Disclaimer. TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET OUT IN SE CTION 1 2(A), THE SERVICES, THE SOFTWARE, THE
PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED TO CUSTOMER “AS IS” AND THERE ARE NO OTHER WARRANTIES,
REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY
STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE,
REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH.
SMARTWORKS, ITS THIRD PARTY SERVICE PROVIDER, LICENSORS AND SUPPLIERS DISCLAIM ANY
IMPLIED WARRANTIES OR CONDITIONS REGARDING THE SOFTWARE, THE SERVICES, THE
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HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
SMARTWORKS, ITS THIRD PARTY SERVICE PROVIDER, LICENSORS AND SUPPLIERS DO NOT
REPRESENT OR WARRANT THAT THE SERVICES OR THE SOFTWARE SHALL OPERATE ERROR FREE OR UNINTERRUPTED, SHALL MEET ANY OR ALL OF CUSTOMER ’S PARTICULAR
REQUIREMENTS, THAT ALL ERRORS OR DEFECTS IN THE SERVICES OR SOFTWARE CAN BE
FOUND OR CORRECTED, OR THAT SMARTWORKS OR ITS THIRD PARTY SERVICE PROVIDER WILL
PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS TO THE
SOFTWARE, SUBSCRIPTION SERVICES OR SYSTEM USED TO PROVIDE THE SUBSCRIPTON SERVICES.
WITHOUT LIMITING THE FOREGOING, SMARTWORKS DOES NOT MAKE ANY REPRESENTATIONS OR
WARRANTIES WHATSOEVER WITH REGARD TO PRODUCTS OR SERVICES FROM THIRD PARTIES (INCLUDING WITHOUT LIMITATION THE THIRD PARTY COMPONENTS, THE HARDWARE, THE
OPERATION OF THE INTERNET, NETWORK OR OTHER COMMUNICATION SERVICES) AND ASSUMES
NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE FOREGOING OR THE
APPROPRIATENESS OF YOUR DATA MANAGEMENT SYSTEM OR THE ACCURACY OF DATA CONTAINED IN SUCH SYSTEM.
NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS
AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF SMARTWORKS.
13. Limitations on Liability.
City and SmartWorks recognize that circumstances may arise entitling City to damages for breach or other fault on the part of SmartWorks arising from this Agreement. The parties agree that in all such circumstances, the City’s remedies and Smartworks’ liabilities will be li mited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement.
A. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR DAMAGES ARISING OUT OF (I) SMARTWORKS’ INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, (II) INJURY OR DEATH TO PERSONS (III) DAMAGE TO TANGIBLE OR REAL PROPERTY OR (IV) SMARTWORKS’ INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 19(A) (“INTELLECTUAL PROPERTY INDEMNITY”), BOTH PARTIES AGREE THAT THE ENTIRE COLLECTIVE LIABILITY OF SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER AND CUSTOMER’S
EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES, THE SOFTWARE, THE SOFTWARE
SERVICES, THE PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR
SERVICES SUPPLIED BY SMARTWORKS IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES
FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN
TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, SHALL BE LIMITED TO ACTUAL
DIRECT AND PROVEN DAMAGES OR ACTUAL DIRECT DAMAGES THAT ARE DOCUMENTED AND AGREED TO BY THE PARTIES THROUGH SETTLEMENT, AND SHALL NOT EXCEED THE FOLLOWING:
(I) IN RESPECT OF LIABILITY ARISING OTHER THAN THROUGH A THIRD- PARTY CLAIM (AS THAT TERM IS DEFINED IN SECTION 19(B) BELOW), THE APPLICABLE INSURANCE COVERAGE UP TO THE LIMITS SET FORTH IN SCHEDULE G OR ONE MILLION DOLLARS ($1,000,000) IN THE AGGREGATE , WHICHEVER IS GREATER; AND (II) IN REPSECT OF LIABILITY ARISING FROM A THIRD-PARTY CLAIM (AS THAT TERM IS DEFINED IN SECTI ON 19( B) BELOW ), THREE (3) TIMES THE INTIAL TERM MAXIMUM (AS THAT TERM IS DEFINED IN SECTION 3 ABOVE).
B. CUSTOMER FURTHER AGREES THAT IN NO EVENT SHALL SMARTWORKS OR ITS THIRD PARTY
SERVICE PROVIDER S BE LIABLE , REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES
WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF REVENUE,
FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOODWILL,
BUSINESS OPPORTUNITIES OR REPUTATION, OR ECONOMIC LOSS , ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
C. FOR CLARI TY, “APPLICABLE LAW ” AS REFERENCED IN SECTION 13A. ABOVE INCLUDES
STATUTORY LAW WHICH IMPOSES LIABILITY UPON SMARTWORKS, AS SUCH LIABILILTY IS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION OR AGREED TO IN WRITING BY SMARTWORKS.
14. Change Order Process
With respect to any proposed changes to the Professional Services defined by this Agreement, the parties will cooperate in good faith to execute Change Orders in respect thereof, or amendments to this Agreement, if required, and will not unreasonably withhold approval of such proposed changes. If either party causes or requests a change in the allocation of the resources of SmartWorks applied to a task, changes in completion schedules for individual tasks or for overall implementation, and changes in staffing that require SmartWorks to provide additional work hours, SmartWorks may propose a change to cover the additional work effor t required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, and timelines governing the Professional Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute.
15. Cancellations and Termination
(a) Professional Services may be cancelled as follows:
Cancellation of any on- site Professional Services by Customer is allowed for any reason if done in writing more than fourteen (14) days in advance of such Professional Services. In the case of cancellation of Professional Services within fourteen (14) days or less of scheduled on- site Professional Services, Customer will be billed for any on-site fee s, plus any non- recoverable costs incurred by SmartWorks due to advance scheduling of travel. Additionally, Customer hereby acknowledges that cancellation of on-site services means that such on-site services will be rescheduled as SmartWorks’ then current schedule permits. SmartWorks is not responsible for any delay in Customer’s project resulting from Customer’s cancellation of Professional Services. If additional services are required because the Customer was not adequately prepared for the on- site services, SmartWorks will provide a Change Order to the Customer for the additional services.
(b) Suspension of Services. In addition to any other rights that SmartWorks may have under this Agreement, at law or in equity, SmartWorks may suspend, limit or terminate Customers’ use of the Services if SmartWorks determines there is a material breach of this Agreement, a security breach, or violation of law by Customer or any User. If SmartWorks’ service provider determines that the cause of the suspension can reasonably be remedied, SmartWorks will provide notice of the actions Customer and its Users must take to reinstate the Services. If such action is not taken within a reasonable time, SmartWorks may terminate this Agreement effecti vely immediately upon written notice to Customer to that effect.
(c) This Agreement may be terminated as follows:
i. If SmartWorks is in material breach of any of its obligations or any provision under this Agreement, Customer must notify SmartWorks in writing of such default (a “ Default Notice”). Upon receipt of a Default Notice, SmartWorks must correct the default within ninety (90) days, or issue a written notice of its own disputing the alleged default within thirty (30) days, of the date of receipt of a Default Notice. If SmartWorks fails to correct the default within such ninety (90) day period and the alleged default is a failure of the Services to comply DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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with the Documentation, and the Parties did not agree in writing to a longer cure period , Customer may terminate this Agreement upon written notice to SmartWorks to that effect. If SmartWorks timely disputes the alleged default but the Parties are unable to resolve the issue within 120 days and the alleged default is a failure of the Services to comply with the Documentation , Customer may terminate this Agreement upon written notice to SmartWorks to that effect.
ii. For convenience: Subject to Section 16(d) and Section 16(e), the City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving thirty (30) days prior written notice thereof to CONSULTANT. 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.
iii. 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 wi thin 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, it being understood that prepaid Fees are non-refundable. Customer shall provide SmartWorks with at least 120 days’ written notice of non- appropriation and associated termination of this Agreement. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
iv. In the event that any Fees are thirty (30) or more days overdue from the date payable shown in an invoice, SmartWorks may (without limiting any of its other rights and remedies) ( A) suspend performance of the Services (including Customer access to the Services ) until all amounts are paid in full; and/or ( B) terminate this Agreement effective immediately upon written notice to Customer to that effect.
v. Customer may terminate this Agreement effective immediately upon written notice to SmartWorks if SmartWorks has breached its obligations of confidentiality;
vi. SmartWorks may terminate this Agreement effective immediately upon written notice to Customer if Customer has breached its obligations of confidentiality;
vii. SmartWorks may terminate this Agreement effective immediately upon written notice to Customer if Customer has breached its obligations with respect to any intellectual property right or proprietary right of SmartWorks or its service provider or in accordance with Section 15(b) in the event of a material breach by Customer.
viii. Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder.
ix. If any such modification, change or replacement of the original Third Party Components pursuant to Section 7(f) includes a material price increase with respect to the Services enabled by such Third Party Components or impairs Customer’s ability to utilize such Services in substantially the same manner as they were utilized prior to the modification, change or replacement, Customer may terminate this Agreement by providing written notice to SmartWorks within sixty (60) days after Customer’s receipt of notification of such material price increase or discovery of such impairment.
16. Effects of Termination
In the event of termination or expiration of this Agreement:
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(a) All rights granted to Customer in this Agreement shall immediately terminate and SmartWorks will immediately cease to perform or provide the Services.
(b) Customer shall return to SmartWorks or at SmartWorks’ option purge or destroy all copies of any Confidential Information of SmartWorks in its possession or under its control (except as required under any statute or legislation related to retention requirements), and provide a duly authorized certificate of an officer of Customer confirming same within thirty (30) days.
(c) Except as otherwise provided in this Agreement, termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect.
(d) Customer will pay all amounts due under this Agreement up to and through the date of termination that are Undisputed Fees together with all costs reasonably incurred by SmartWorks.
(e) Except in the case of termination by Customer under Section 15(c)(i) , 15(c)(iii), 15(c)(v), or 15(c)( ix), a ny cancellation and/or termination of this Agreement prior to the end of the Initial Term shall result in ( an acceleration of all Annual Subscription Fees due for each year of the Initial Term not already invoiced and/or paid up to a maximum of twelve months’ Annual Subscription Fees which amount will be due immediately.
This section will not affect SmartWorks’ right to collect any further invoiced amounts for other Pro fessional Service Fees.
(f) In the case of termination by Customer under Section 15(c)(i), 15(c)(iii), 15(c)(v), or 15(c)(ix), any cancellation and/or termination of this Agreement prior to the end of the Initial Term shall result in the following:
CONSULTANT will be paid Undisputed Fees; provided, however, if this Agreement is suspended or terminated in accordance with Section 15(c)(i) 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 mutual agreement of the parties, acting reasonably. For pre- paid Annual Subscription Fees, Consultant will remit to CITY any applicable prorated fees for the remainder of the pre- paid period following termination.
(g) Conditional upon Customer’s payment of all Fees that are due to SmartWorks, SmartWorks will furnish the Customer with a copy of the Data in a format to be mutually agreed upon between the parties in writing (typically a .csv file) . The anticipated services to provide a copy of the Data are one to two days and will be billed at SmartWorks’ then current daily rate. Upon receipt of notice from Customer confirming receipt of the Data, SmartWorks shall destroy all copies of the Data and delete all Data on the database and an Officer of SmartWorks shall certify the destruction and deletion to the Customer. Subject to any legal requirement that SmartWorks must retain a copy of the Data, SmartWorks shall not delete the Data for 90 days from the date of termination except: (i) where SmartWorks has provided the Data to Customer pursuant to this Subsection; or (ii) where it has received written instructions from Customer to delete the Data. Following 90 days from the date of termination if Customer has not communicated with SmartWorks regarding the Data, SmartWorks shall have the right to delete all Data at any time as either required by law or as determined by SmartWorks in its sole discretion. Notwithstanding the foregoing, SmartWorks shall be permitted to delete all Data without providing notification to Customer and SmartWorks shall not be required to adhere to the time frames detailed above where SmartWorks is required by law to delete such Data.
(h) 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 City Data and reports included in the Services that are requested by CITY.
(i) No payment, partial payment, acceptance, or partial acceptanc e by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless expressly waived in writing.
17. Ownership and Responsibilities
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(a) By SmartWorks. SmartWorks its service providers and licensors are and shall at all times remain the owner of all copyright, trademarks, trade secrets, patents and any other intellectual property rights in and to the Services, Software, Documentation, and related documentation, materials, logos, names and other support materials , and other information relating to the Software or used in conjunction with the Software, whether distributed in print, magnetic, electronic, or video format, in effect as of the date the Software are provid ed to the Customer pursuant to the terms of this Agreement (“SmartWorks Intellectual Property Rights ”).
Customer shall acquire no right whatsoever to all or any part of the Services, Software, underlying system or software except the limited right to access and use the Services in accordance with the terms of this Agreement and SmartWorks, its service providers and its licensors reserve all rights not expressly granted to Customer.
Customer must fully reproduce any copyright or other notice marked on any part of the documentation or other materials on all authorized copies and must not alter or remove any such copyright or other notice. Customer shall report to SmartWorks any infringement or misappropriation of SmartWorks Intellectual Property Rights or other rights in the Software, the Services or the Documentation of which Customer becomes aware.
Customer hereby grants to SmartWorks a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services , Software, and underlying system and software any suggestions, ideas, enhancement requests, recommendations or other feedback provided by Customer relating to the operat ion of the Services or Software.
(b) City Data. As between SmartWorks and Customer, all Data will remain the sole and exclusive property of Customer. The CITY has a right to control, access and retrieve City Data at any time during the Term , in computer-readable format. The CITY hereby grants to CON SULTANT and its subcontractors, if any, the limited, non-exclusive, non-transferable, revocable rights to access and use City Data during the Term solely for the purposes of performing CONSULTANT’s Services. Customer is solely responsible for ensuring the accuracy, quality, integrity, reliability, appropriateness and right to view and use the Data. Subject to the terms and conditions of the Agreement, Customer grants to SmartWorks a world-wide, non-exclusive, royalty-free license to access the Data for the purpose of performing the Services. Access to the Data shall only be by SmartWorks’ employees and/or subcontractors whose job function requires access. Except as specified in this Agreement, SmartWorks may not access the Data for any other purpose without the express written consent of Customer. Access to Data by any outside party shall only be in accordance with the terms of this Agreement or where required by law.
Customer grants to SmartWorks a world-wide, non-exclusive, royalty-free license to aggregate or compile Data with the customer data of other customers using the Services so long as such aggregation or compilation omits any data that would enable the identification of Customer, its customers or any indiv idual or their Personal Information, company or organization (“Aggregated Data”). SmartWorks shall have a worldwide, perpetual, royalty-free license to use, modify, distribute and create derivative works based on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom. Additionally, Customer grants SmartWorks the right to access Data to provide feedback to Customer concerning its use of the Services.
Customer authorizes SmartWorks to disclose the fact that Customer is a customer of SmartWorks and uses the Services.
If and to the extent (i) SmartWorks and its third party service provider are processing personal data on behalf of Customer acting as Customer’s subprocessor, and (ii) the European General Data Protection Regulation (EU/2016/679) (“GDPR”) applies to such processing of personal data, to the extent legally required Customer shall enter into a data processing agreement.
(c) SmartWorks’ third party service provider and its affiliates, and their contractors and subprocessors, may wherever they do business, store and otherwise process business contact information (“BCI” ) of Customer and its Users, for example, name, business telephone, address, email, and user IDs for business dealings with them. Where notice to or consent by the individuals is required for such processing, Customer will notify and obtai n such consent. SmartWorks’ third party service provider may use personnel and resources in locations worldwide and third party suppliers to support the delivery of its products and services. SmartWorks’ third party service provider collects Account Data, defined as information other than Data and BCI that Customer provides to the third party service provider to enable SmartWorks’ or Customer’s use of the third party service provider’s products or that it collects using tracking technologies, such as cook ies and web beacons, regarding SmartWorks’ or Customer’s use of the third party service provider’s products. Additional details are available at the link to SmartWorks’ third party service provider’s Online Privacy Statement set out DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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in Schedule “A”.
(d) Customer Responsibilities in Respect of City Data and Use of Services. Both parties acknowledge that:
(i) the Data may be subject to privacy laws providing for the owners of the Data to review such Data or to challenge the collection and storage of the Data; and/or
(ii) demands, claims, actions, suits or proceedings may arise out of or in connection with (A) the use of the Services including but not limited to any Third Party Components by Customer or its Users; (B) any breach by Customer or its Users of this Agreement; or (C) Customer’s Data, including but not limited to any third party claims that the inclusion, use, reference, incorporation of or linking to any third party materials or the Customer’s Data violates such third party’s copyright and/or other intellectual property, privacy or other rights, or that such use is illegal.
In the event of the occurrence of either of the foregoing, Customer shall be responsible to defend all legal and regulatory proceedings; and shall be responsible for all associated costs, damages, expenses including costs of challenges to requests , attorney’s fees and other disbursements. For clarity, SmartWorks shall be responsible for costs of extracting and delivering the Data to comply with Data disclosure requests, whether by an individual or a government body (“Costs of Data Extraction”). Customer represents and warrants to SmartWorks that as of the Effective Date and to the best of its knowledge, no individual, government body or third party has requested a review of the Data or challenged the collection and storage of the Data to be stored in the Software. SmartWorks shall not be responsible for the Costs of Data Extraction for any proceeding related to a Data disclosure request that results from Customer’s willful misconduct or gross negligence. For clarity, in the event that notice of a proceeding described in subsections (i) and (ii) above is delivered only to SmartWorks and not to Customer, SmartWorks will notify Customer of such proceeding as soon as reasonably practicable. In the event that SmartWorks is named as a party to proceedings of the type described in subsections (i) and (ii), Customer shall expeditiously and in good faith take steps to remove SmartWorks from such proceedings by court order or equivalent.
(e) Data and Privacy Policy of Customer
The Customer represents and warrants to SmartWorks that:
i. Data that is either provided to or acquired by SmartWorks from Customer is owned exclusively by Customer and that the Customer has full right and title to provide the Data to SmartWorks and its third party service provider;
ii. Data that is either provided to or acquired by SmartWorks is subject to a privacy policy in effect as of the Effective Date and Customer’s customers have provided to Customer their written consent for its collection, use and storage by SmartWorks and its third- party service providers in accordance with this Agreement and in any jurisdiction in North America; iii. Customer complies with all applicable privacy legislation as of the Effective Date in the performance of its obligations hereunder in respect of any Data collected, used, transferred , created or disclosed pursuant to this Agreement; and
iv. Customer will not provide SmartWorks with data of any kind for which SmartWorks or its third party service provider either has no need or does not have the right to collect, use and store under the terms of this Agreement.
(f) Audit Rights
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i. By Smartworks: In order to assist SmartWorks with the protection of its proprietary information and Confidential Information and to enable SmartWorks to verify Customer’s compliance with the terms and conditions of this Agreement, Customer shall permit SmartWorks and its independent auditor to visit during normal business hours any premises at which the Services are used or being accessed and shall provide SmartWorks with access to its records including usage data. SmartWorks shall provide Customer with reasonable notice of any such audit. Customer will promptly order and pay for required entitlements at SmartWorks’ then current rates (including uses in excess of Customer’s authorizations or licenses) and for other charges and liabilities determined as a result of such verification, as SmartWorks specifies in an invoice. These compliance verification obligations remain in effect during the Term and for two (2) years thereafter. ii. By City: CONSULTANT agrees to permit CITY and its authorized representatives to audit, no more than once in a calendar year, at any reasonable time, on notice to CONSULTANT, during the Term 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 that the parties are independent contractors. 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.
18. Confidential Information
(a) The parties agree to keep confidential any and all Confidential Information with respect to the other party which it has received or may in the future receive in connection with this Agreement and shall only disclose such Confidential Information of the other party (i) to its agents, employees or representatives who have a need to know such information, for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, and who are bound by confidentiality and non-disclosure provisions at least as protective of the other party’s Confidential Information as this Agreement, or ( ii) to the extent required by applicable law or as ordered during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the receiving party shall give the disclosing party reasonable written notice of intent to comply with such law or order prior to such disclosure (unless prohibited by law from doing so), to give the other party an opportunity to oppose or otherwise respond to such order, and shall comply with any applicable protective order or equivalent. The parties each agree to hold the other party’s Confidential Information in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its ow n confidential and proprietary information, to protect the Confidential Information of the other party .
(b) CONSULTANT will notify City as soon as reasonably practicable upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
(c) This Agreement is also subject to the Cybersecurity Terms and Conditions (Schedule H).
(d) Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.
(e) Remedies for Breach of Obligation of Confidentiality . Each Party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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other legal remedies which may be available, to include, at the sole election of a party, the immediate termination, without liability under this Agreement.
19. Indemnity
(a) Intellectual Property Indemnity.
SmartWorks will indemnify, defend, and hold harmless, or at its option settle, any third party claim, suit or proceeding against Customer alleging that the Software delivered to Customer, or Customer’s authorized use of the Software, infringes any patent issued in t he United States or Canada or any trademark , copyright, or other right in intellectual property, or misappropriates any trade secret (“IP Claim”); provided, that Customer (i) promptly notifies SmartWorks of any such claim in writing, provided however that no delay on the part of the CITY shall relieve SmartWorks from any obligation hereunder , unless such delay prejudices SmartWorks ; (ii) provides SmartWorks with all reasonable information and assistance in connection with such claim; and (iii) gives SmartWorks the sole right to control the defense of, or settle such claim, provided, however, that SmartWorks will not consent to the entry of any judgment or enter into any settlement with respect to a Claim without the prior written consent of CITY (which consent will not be unreasonably withheld) except where the judgment or proposed settlement involves only the payment of money damages by SmartWorks, does not impose any obligation upon CITY, and SmartWorks obtains the full and complete release of CITY to be delivered in a timely manner . Failure of CITY to deliver the full and complete release within such reasonable time as specified by SmartWorks shall be deemed to be CITY’s consent to such proposed settlement or form of judgement and SmartWorks is therefore authorized to proceed with entry of judgment or finalization of settlement of an IP Claim. For clarity, notwithstanding the foregoing, the parties may by agreement determine the time in which CITY is to provide its full and complete release. SmartWorks will pay any settlement approved by SmartWorks or final judgment entered against Customer on such IP Claim in any such suit or proceeding defended by SmartWorks.
SmartWorks will have no obligation for any claim, suit or proceeding to the extent that it results from ( i) the combination, operation or use of or any modification to the Software made without SmartWorks’ prior written consent, (ii) failure to use updated or modified Software if SmartWorks notified Customer that the use of the updated or modified software was necessary to avoid a claim of infringement, or ( iii) use of Software not in accordance with this Agreement and applicable Documentation.
If SmartWorks receives notice of an alleged infringement by the Software, or if SmartWorks reasonably believes that such a claim is likely, SmartWorks may stop delivery of such Software without liability for failure to deliver it. SmartWorks will have the right, at its sole option, to obtain the right for Customer to continue use of the affected Software, or to replace or modify the affected Software so that it is no longer alleged or believed to infringe, provided that this can be done without significant loss of functionality. If neither of the foregoing options is available to SmartWorks on commercially reasonable terms, SmartWorks may terminate Customer’s use of the affected Software, in which case SmartWorks will refund to Customer that portion of the Annual Subscription Fees paid but unused by Customer. THE RIGHTS AND REMEDIES PROVIDED IN THIS SECTION CONSTITUTE SMARTWORKS’ ENTIRE OBLIGATIONS AND CUSTOMER’S SOLE AND EXCLUSIVE
REMEDIES CONCERNING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT O R MISAPPROPRIATION BY ANY SOFTWARE OR SERVICE.
(b) SmartWorks’ Indemnity For Third-Party Claims.
Subject to CONSULTANT’s limitations of liability set forth in Section 13 and to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and authorized agents for whom SmartWorks is in law responsible (each an “Indemnified Party”) from and against any and all third-party demands, claims, or liability of any nature, including death or injury to any person, property damage, or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements ( together, “Third-Party Claim(s)”) resulting DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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directly from, or arising directly out of or in any manner related to material breach, violation or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement . CONSULTANT’s obligations under this Section 1 9(b) are limited to the extent of its liability as finally determined by a court of competent jurisdiction or as agreed by CONSULTANT in writing. If an Indemnified Party is finally determined to be jointly liable in respect of a Third-Party Claim, whether by court order or agreement of the parties , CITY shall pay CONSULTANT the Indemnified Parties’ proportionate share of costs that were incurred by CONSULTANT in defending a Third- Party Claim (including attorney fees and other disbursements).CONSULTANT’s indemnity obligations under this Section 19( b) are subject to Customer: (A) promptly notifying CONSULTANT of a Third-Party Claim in writing; (B) giving CONSULTANT the sole right to control the defense of, or settle such Third-Party Claim, provided, however, that Consultant will not consent to the entry of any judgment or enter into any settlement with respect to any Third-Party Claims without the prior written cons ent of CITY (which consent will not be unreasonably withheld) except where the judgment or proposed settlement involves only the payment of money damages by CONSULTANT , does not impose any obligation upon CITY, and CONSULTANT obtains the full and complete release of CITY ; (C) providing assistance and information to CONSULTANT throughout the action or proceeding; (D) not making any admissions or beginning settlement negotiations after receipt of notice of the applicable Third-Party Claim; and (E) not having carried out any integrations between the Software and/or the Services with a third party software or service or not having materially modified the Software or the Services in any manner without the express written consent of CONSULTANT.
(c) Any breach by Customer of its covenants under this Section 19 that results in prejudice to SmartWorks, shall nullify SmartWorks’ indemnity obligations, and in such event, SmartWorks shall have the sole right to have full and complete authority to defend any claims under Section 19 (a) or any Third-Party Claims under Section 19(b) and all of the related negotiations and settlement.
(d) Subject to the limitation periods established by applicable laws, 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 19 shall survive the expiration or early termination of this Agreement.
20. General
(a) Governing Law; Venue: This Agreement shall be governed by California law, without regard to its conflict of law provisions. 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. Customer and SmartWorks hereby waive , to the fullest extent permitted by applicable law, the right to trial by jury and agree to pursue a bench trial in any action, proceeding or counterclaim filed by any party, whether in contract, tort or otherwise, relating directly or indirectly to this Agreement or any acts or omissions of SmartWorks in connection therewith or contemplated thereby.
(b) Mediation: Except where this Agreement explicitly states that this Section does not apply, the parties agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this Agreement to non-binding mediation before bringing a claim, controversy or dispute in a court or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator appointed by mediation services mutually agreeable to the parties. Such mediator shall be knowledgeable in software system agreements. The mediation shall take place at a time and location which is also mutually agreeable; provided; however, in no event shall the mediation occur later than ninety (90) days after either party notified the other of its desire to have a dispute be placed before a mediator. The costs and expenses of mediation, including compensation and expenses of the mediator (and except for the attorney s’ fees incurred by either party), is to be shared by the parties equally. If the parties are unable to resolve the claim, controversy or dispute within ninety (90) days after the date either party provides the other notice of mediation, then either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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the time period is extended by a written agreement of the parties. Nothing in this Section shall inhibit a party’s right to seek injunctive relief at any time.
(c) Notice: Any notice required or permitted to be given to any party to this Agreement shall be given in writing and shall be delivered either personally, mailed by prepaid registered post or sent by facsimile to the appropriate address or facsimile number set out below. Any such notice shall be conclusively deemed to have been given and received on the day on which it is delivered or transmitted (or on the next succeeding business day if delivered or received by facsimile after 5:00 p.m. local time on the date of delivery or receipt, or if delivered or received by facsimile on a day other than a business day), if personally delivered or sent by facsimile or, if mailed, on the third business day following the date of mailing, and addressed, in the cas e of the Consultant, to:
N. HARRIS COMPUTER CORPORATION
1 Antares Drive, Suite 400
Ottawa, Ontario K2E 8C4
Attention: CEO
Telephone: 613-226-5511, extension 2149
and in the case of the Customer, to:
Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
Telephone: (650) 329-2571
Fax: (650) 328-3631
With a copy to the Purchasing Manager
Each party may change its particulars respecting notice, by issuing notice to the other party in the manner described in this Section 20(c).
(d) Currency: Unless otherwise indicated, all dollar amounts referred in this Agreement are in lawful money of the United States of America.
(e) Entire Agreement: This Agreement together with the Schedules attached to this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, negotiations, understandings, arrangements, and communications between the parties, both written and oral, relating to the subject matter hereof. No terms and conditions in any Customer orders, or in any other documentation employed by or on behalf of Customer in connection with this Agreement, regardless of the date of such documentation, will aff ect the terms of this Agreement, even if such document is accepted by the receiving party, with such provisions being deemed deleted. This Agreement may only be modified by a written amendment signed by an authorized representative of each of the parties.
(f) Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 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, unless expressly so stated in such provision . 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.
(g) 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 DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager , w hich shall not be unreasonably withheld, except that either party may assign to a successor entity in the event of its dissolution, acquisition, merger, sale of substantially all of its assets, or other change in legal status (“Assignment to Successor”). In the event of an Assignment to Successor, the assigning party shall provide written notice of such change in status and shall cooperate in providing all documentation to effectuate the change, which may require an amendment to this Agreement. Any purported assignment (other than an Assignment to Successor) made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, t he covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
(h) Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable. If such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. (i) Allocation of Risk: Customer acknowledges and agrees that the warranty disclaimer and limitation of liability contained in this Agreement are fundamental elements of the basis of the bargain between SmartWorks and Customer and set forth an allocation of risk reflected in the fees and payments due hereunder. (j) Relationship: The parties are and shall at all times remain independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between the parties. Neither party will have the power to bind the other party or to contract in the name of or create any liability against the other party in any way for any purpose. Neither party will be responsible for the acts or defaults of the other party or of those for whom the other party is law responsible. (k) No Employment Relationship . Any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as t o 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.
(l) Equitable Relief: Customer acknowledges and agrees that it would be difficult to compute the monetary loss to SmartWorks arising from a breach or threatened breach of this Agreement by Customer and that, accordingly, SmartWorks will be entitled to specific performance, injunctive or other equitable relief in addition to or instead of monetary damages in the event of a breach or threatened breach of this Agreement by Customer in respect of Customer’s obligations relating to Section 6 (Restrictions on Use), Section 8(f) (Compliance with Laws), Section 8(g) ( Data Security), Section 17 (Ownership and Responsibilities ), and Section 18 (Confidential Information).
(m) Force Majeure: No default, delay or failure to perform on the part of SmartWorks shall be considered a breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, floods, acts of any governmental body, acts of God or the public enemy or default of a common carrier, unavailability of Third Party Components or other disasters or events. (n) Survival: Sections 1 (Definitions), 3 (Fees, Not to Exceed Compensation), 4 (Travel and Lodging Expenses) incurred either prior to termination or in connection with transition services , 6 (Restrictions on Use), 8 (f) (Compliance with Laws), 8(g) (Data Security), 12(b) (Warranty Disclaimer), 13 (Limitations on Liability), 16 (Effects of Termination), 17 (Ownership and Responsibilities), 18 (Confidential Information), 19 (Indemnity), 20 (General) and any other provision of this Agreement which is required to ensure that the parties fully exercise their rights and their obligations hereunder shall survive any termination or expiration of this Agreement unless and until waived expressly in writing by the party to whom they are the benefit.
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(o) Counterparts: This Agreement may be executed in counterparts (whether by facsimile signature, PDF via email, or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same instrument.
(p) Section Headings: 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.
21. Conflict of Interest
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. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties, that to the best of its knowledge have 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.
22. NONDISCRIMINATION; COMPLIANCE WITH ADA
(a) As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender , gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscriminat ion in employment.
(b) 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.
23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS
CONSULTANT shall use its best efforts to 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 wi th 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 use its best efforts to 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 DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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pallets to verify that pallets are not being disposed.
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, and if applicable , CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
25. INSURANCE
(a) 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 Schedule G, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured or which includes CITY as insured under any general liability or automobile policy or policies.
(b) 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. (c) 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 con tain 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 on reasonable 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 as soon as reasonably pract icable following 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.
(d) 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 , provided however, that Section 13 (Limitations on Liability) s hall apply in all circumstances.
[Signatures on Following Page]
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IN WITNESS WHEREOF, SmartWorks and the Customer have duly executed this Agreement to be effective on the Effective Date first written above.
N. HARRIS COMPUTER CORPORATION
_________________________________ _________________________________ Signature Signature
_________________________________ _________________________________ Jeff Bender Todd Richardson
_________________________________ _________________________________ Chief Executive Officer Chief Financial Officer
_________________________________ _________________________________ Date Date
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
APPROVED:
__________________________
Director of Utilities
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400 2/1/2022
Jeff Bender
Chief Executive Officer
Todd Richardson
2/1/2022
CFO
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Schedule “A”
Description of Services; Fees and Payment Terms *
I. Software Services mean the following modules:
Modules Included:
- Compass Platform
- MeterSense MDM
- KPI Dashboard
- Leak Detection and Notification
- Outage Performance
- Transformer Loading Analysis
- Rate and Revenue Analysis
II. Customer shall pay the following Annual Subscription Fees during the Initial Term:
Annual Recurring Fees (includes support services) Amount Software Annual Subscription Fee:
Year 1 $253,331
Year 2 $253,331
Year 3 $253,331
Year 4 $253,331
Year 5 $253,331
The Annual Subscription Fees are based upon the modules included (below), as well as the maximum meters, channel and Interval lengths set out in SOW section 2.3 (Meter Configuration)
III. Customer shall pay the following Professional Services Fees:
Professional Services: One Time Initial Set-up Fees Amount Professional Services provided per Schedule C of this Agreement. $457,400
* All charges are exclusive of out of pocket expenses for Professional Services performed. Charges for actual and reasonable out- of-pocket expenses including, but not limited to, travel and lodging expenses will be billed monthly as incurred. All pricing is exclusive of applicable sales, use or similar taxes. Customer is responsible for any such taxes that may apply; if Customer is tax exempt, evidence of such tax exemption must be provided. Lapsed payments may lead to denial of access to the Service in accordance with Section 16(b)(ii) of the Agreement.
** Travel expense is estimated not to exceed $80,000 but is not included section 3 (Fees, not to exceed compensation) to conf orm with Smartwork’s accounting practices. Palo Alto will fund travel expenses under the contract’s contingency amount.
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IV. Payment Terms:
The Annual Subscription Fees will be due upon execution and thereafter prior to the anniversary date during the Initial Term and each Renewal Term.
Professional Services Fees, and any applicable travel and lodging expenses, will be invoiced per the below milestones tables and shall be due and payable thirty (30) days from the date of invoice.
Milestone Phase Services Percentage Due Services $ Due Subscription Fee % Due
Contract execution and Issuance of
Notice to Proceed
Alpha 25% $114,350
Sensus Kick-Off Participation Alpha 5% $22,870
Software installation Alpha 2% $9,148 100%
SmartWorks Kick off Session held Alpha 3% $13,722
Initial DataSync and AMI integration
completed
Alpha 5% $22,870
UAT (Alpha) Alpha 10% $45,740
Delivery of requirements document Beta 5% $22,870
Completion of integrations Beta 8% $36,592
Completion of Functional Training Beta 5% $22,870
Rules Engine Training 2% $9,148
Completion of UAT Beta 10% $45,740
Bill Production for Customer Billing Beta 5% $22,870
Transition to Support Beta 3% $13,722
Discovery (Post Full Implementation
- PFI)
PFI 3% $13,722
Outage Performance module ready PFI 3% $13,722
Transformer Loading Analysis
module ready
PFI 3% $13,722
Rate and Revenue Analysis module
ready
PFI 3% $13,722
*The above table includes an additional 180 hours requested for above baseline training and reporting, and ESRI integration.
These additional hours can be used during Alpha, Beta, or PFI phases and will be tracked separately.
V. ADDITIONAL PROFESSIONAL SERVICE(S) FEES:
Any Professional Services that are not set forth in a Statement of Work are deemed to be additional Professional Services (the “Additional Professional Services”). The Additional Professional Services may be provided on-site or via the telephone or through on- line communication platform . Additional Professional Services provided via telephone or through on- line communication platform shall be billed at the rate of two hundred and thirty dollars ($230) per hour. On-site Additional Professional Services shall be billed at two hundred and ninety dollars ($290) per hour, plus applicable travel, lodging and per diem expenses. Professional Services performed one year or more after the execution date of this Agreement shall be bill ed at the then current SmartWorks Professional Services rates. Help line support and Support Services do not include training or other Professional Services.
In addition to the Professional Services Fees set out in a Statement of Work, Customer shall be billed a seven- hundred and fifty dollar ($750) daily surcharge for any Professional Services provided on weekends or SmartWorks- DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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recognized holidays, plus any applicable travel charges in accordance with Section 4 of the Agreement .
Additional Professional Services may include, but are not limited to, the following: software installation, configuration, data validation, system setup, system balancing, interface setup, interface testing, process training, customized reporting, application training and business requirements gathering.
VI. RESET OF TERM TO MATCH FISCAL YEAR:
Customer may request that SmartWorks match the annual invoicing of the Annual Subscription Fees with Customer’s fiscal year. In order for Customer to elect to match annual invoicing with their fiscal year, Customer must make said request to SmartWorks in writing and during the Initial Term of this Agreement. If such election is made SmartWorks shall, a) issue a prorated invoice for any Subscription Fees due for the portion of the year remaining in Customer’s current fiscal year, b) extend the then current term to expire at the end of the Customer’s subsequent fiscal year, c) issue an annual invoice thereafter on the annual anniversary date of Customer’s fiscal year for any Subscription Fees due, and d) reset future annual terms to expire at the end of Customer’s fiscal year.
Annual Subscription Fees are invoiced in advance of an upcoming annual term. Subscription fees shall be due and payable thirty (30) days from date of invoice.
VII. Third Party Service Provider’s Online Privacy Policy: https://www.ibm.com/privacy/details/us/en/
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SCHEDULE “B”
SERVICES AVAILABILITY
1. Availability Requirement.
SmartWorks shall use commercially reasonable efforts to make the Services Available 100% of the time of the time in any given calendar month as measured over the course of the total number of days in each calendar month during the Term (each such calendar month, a “Service Period”), excluding un-Availability as a result of any of the Exceptions described below in this Section 1 (the “Availability Requirement”). “Service Level Failure” means a material failure of the Services to meet the Availability Requirement. “Available” means the Services are available for access and use by Customer in a production environment.
For the purposes of calculating the Availability Requirement, the Services will not be considered un-Available and no Service Level Failure will be deemed to have occurred in connection with any failure to meet the Availability Requirement that is due, in whole or in part, to any: (a) Customer Cause; (b) Customer's Internet connectivity; (c) a force majeure event (as described in Section 20(m)); (d) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by SmartWorks pursuant to this Agreement; (e) Routine Scheduled Downtime; (f) any interruption to the access or use of the Services that occurs in a non-production environment; (g) Emergency Work; or (i) disabling, suspension, or termination of the Services for cause by SmartWorks. For clarity, references to “Customer” in this Schedule B include Authorized Users.
2. Customer Cause.
For the purposes of this Schedule B, “Customer Cause" means any of the following causes: (a) any negligent or improper use, misapplication, misuse or abuse of, or damage to, the Services by Customer or its representatives; (b) any interference or modification to or alteration of the Services by Customer or its representatives; (c) any use of the Services by Customer or its representatives in a manner inconsistent with the then-current Documentation; (d) any use by Customer or its representatives of any third party products that SmartWorks has not provided or caused to be provided to Customer; or (e) any use by Customer of a non - current version or release of Third Party Components , notwithstanding notice from SmartWorks that updates, fixes or patches are required.
3. Service Level Failures and Remedies.
(a) In the event of a Service Level Failure, SmartWorks shall issue a credit to Customer in the amounts set out in the table below (a " Service Level Credit "), provided however, that SmartWorks has no obligation to issue any Service Level Credit unless Customer : (i) reports the Service Level Failure to SmartWorks immediately on becoming aware of it; and (ii) requests such Service Level Credit in writing within ten (10) days of the Service Level Failure (“SLC Request”).
Service Period Availability Service Level Credit (Percentage of Monthly Payment of Annual Subscription Fee)
Equal to or greater than 99% 0%
Equal to or greater than 98% 4%
Equal to or greater than 97% 7%
Equal to or greater than 95% 15%
Less than 95% 20%
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The Service Period Availability is calculated by subtracting the total number of minutes that the Services are un-Available in a Service Period from the total number of minutes in a Service Period and then dividing the difference by the total number of minutes in a Service Period.
(b) Any Service Level Credit determined to be payable to Customer under this Agreement shall be computed monthly, and Service Level Credit will be issued to Customer in the last calendar month of the then current twelve- month period of the relevant Term. This Section 3 sets forth SmartWorks' sole obligation and liability and Customer's sole remedy for any Service Level Failure.
4. Routine Scheduled Downtime.
For the purposes of this Schedule B, “Routine Scheduled Downtime” means a period of time during which SmartWorks conducts routine system maintenance and for which SmartWorks has provided Customer written notice a minimum of three business days prior to such period, which will be between 6PM and midnight Central Time on weekdays and or any time on weekends, as agreed by the parties.
5. Factors Outside SmartWorks’s Reasonable Control.
For the purposes of this Schedule B, outages due to force majeure events include power surges or network or device failure external to SmartWorks’ data centers . In the event of a f orce majeure event, SmartWorks shall be entitled to take any actions determined, in its sole discretion, necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security, or like concern to SmartWorks’ hosting infrastructure resulting from such force majeure event (“Emergency Work”).
SmartWorks s hall provide advance notice of such Emergency Work to Customer when practicable and possible. SmartWorks shall not be held responsible for any deterioration of performance or un- Availability during such force majeure events or Emergency Work.
6. Unauthorized Actions.
SmartWorks shall not be responsible for any un-Availability that results from Customer’s unauthorized action or lack of action when required, or from Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Servic es by means of Customer passwords or equipment, or otherwise resulting from Customer failure to follow appropriate security practices. Although SmartWorks will use commercially reasonable efforts to mitigate the effects of any such events, SmartWorks cannot guarantee that such events will not occur. Accordingly, SmartWorks disclaims any and all liability resulting from or relating to such events.
7. Failure to Adhere to Requirements.
SmartWorks shall not be responsible for any un- Availability which results from Customer’s failure to adhere to any required configurations, follow any policies for acceptable use, or use of the Services in a manner inconsistent with the features and functionality of the Services (for example, attempts to perform operations that are not supported, exceeding prescribed quotas, if applicable, or suspected abusive behavior) or inconsistent with SmartWorks’ published guidance.
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SmartWorks will maintain a data security program for the Software delivered to Customer as Software as a Service (SaaS) that will include reasonable administrative, physical, technical, organizational and other security measures to protect against unauthorized access to, or destruction, loss, unavailability or alteration of, any City Data processed or stored by the SaaS , it being understood that the SaaS relies on Third Party Components which are delivered pursuant to the data security programs implemented and controlled by the third party service provider of such Third Party Components and not by SmartWorks.
SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY,
SECURITY, AUTHENTICITY, AND NON- CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. SMARTWORKS AND ITS THIRD PARTY
SERVICE PROVIDER SHALL NOT BE RE SPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF CUSTOMER’S OR ITS USERS’ CONNECTION TO OR USE OF THE INTERNET , AND
SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY USE BY CUSTOMER OR ANY USER OF CUSTOMER’S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION.
(h) Third Party Software. Customer agrees to comply with the terms and conditions regarding third party software set out in Schedule ”F” to this Agreement, where applicable.
9. Delivery Schedule
The parties will mutually agree in writing upon a delivery schedule based on, among other things, the purchased modules, required training and availability of both Customer and SmartWorks staff members.
10. Data Conversion Fees
SmartWorks may offer data conversion services for the purpose of migrating existing Customer data t o a format usable by the Software. The success of the data conversion effort is largely based on the format and quality of the Customer provided data. Unless otherwise indicated, conver ted data is strictly limited to non -dollar amounts and typically includes information such as names, addresses, and phone numbers. Only information explicitl y listed in this Agreement will be converted. In certain instances, initial cost estimates for a data conversion may have been included in a professional services pricing proposal. Unless specifically included in this Agreement as part of Schedule “A” and “C”, such cost estimates, and all prior data conversion cost estimates, are not binding nor are they incorporated into this Agreement. Accordingly, SmartWorks shall notify Customer of the final data conversion fees and costs after the Customer provided sample data is examined by SmartWorks to verify existing Customer data formats and data integrity; but before data conversion efforts are commenced. In such event, and upon receipt by SmartWorks of notice in writing from Customer that applicable data conversion fees are acceptable, such data conversion fees (the “Data Conversion Fees” ) shall be in addition to all fees currently stated in this Agreement.
Any costs associated with obtaining the data from an existing Customer vendor are the responsibility of the Customer. Sample data shall be provided in standard fixed length format with ASCII display characters only. Data must be on a media formats readable by SmartWorks.
In the event a data re- conversion is required, for whatever reason, Customer will be billed at the Professional Services Fee rate set out in Schedule “A” to this Agreement.
11. Professional Services & Support Services
(a) Professional Services and Support Services . Subject to the terms and conditions of this Agreement, SmartWorks shall provide the P rofessional Services to Customer in accordance with Schedules “A” and “C” and the Support Services in accordance with Schedule “D”.
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www.harrissmartworks.com
Statement of Work
for
SmartWorks Compass
Pre
sented to
City of Palo Alto Utilities
June 28, 2021
Ver
sion: 1.0
SCHEDULE C
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C
ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 2 Revision Control
D
ocument Title: City of Palo Alto Utilities – SmartWorks Schedule “C” - Statement of Work Document Owner: SmartWorks – Professional Services
Version Type Date Author Details / Comments
0.1 Draft 2020.11.18 V. Gagnier Initial draft for project scope
0.2 Draft 2021.01.07 C. Craig Included updated Infra specs
0.3 Draft 2021.02.04 V. Gagnier Updated Sections 1 Introduction, 2.3 Meter Configuration during call with Palo Alto
0.4 Draft 2021.02.22 V. Gagnier Updated Sections
• 2.3 Meter Configuration
• 2.4 SmartWorks Compass Modules
• 3 Software Integrations
during call with Palo Alto
0.5 Draft 2021.03.04 V. Gagnier Updated Section 3 during call with Palo Alto
0.6 Draft 2021.03.08 V. Gagnier Updated Section 2.1 to 2.6 during call with Palo Alto
0.7 Draft 2021.03.09 V. Gagnier Reviewed during call with CPAU (Meter config)
0.8 Draft 2021.03.17 V. Gagnier Reviewed during call with CPAU
0.9 Draft 2021.04.19 V. Gagnier Reviewed with CPAU actions items required to complete sections 1,2 & 3
0.10 Draft 2021.04.20 V. Gagnier Reviewed with CPAU sections 4,5,6,7 Finalized Meter Configuration and Billing
Determinants
0.11 Draft 2021.04.28 V. Gagnier Updated based on latest info provided
0.12 Draft 2021.05.10 V. Gagnier Reviewed action items during CPAU call
0.13 Draft 2021.05.18 V. Gagnier Updated with action items
0.14 Draft 2021.05.19 V. Gagnier Updated during call with CPAU
0.15 Draft 2021.06.09 V. Gagnier Updated during call with CPAU
0.16 Draft 2021.06.16 CPAU Closeout of CPAU-designated open comments/approvals
0.17 Draft 2021.06.17 V. Gagnier Updated diagram in Section 3 and section 3.5 Customer Portal
0.18 Draft 2021.06.23 V. Gagnier Updated during meeting with CPAU
1.0 Final 2021.06.28 V. Gagnier Added Sensus kick off to section 2.8 Final review and formatting.
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C
ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 3 Table of Contents
1. INTRODUCTION ................................ ............................................................................ 5
1.1. Glossary of Terms ..................................................................................................................... 5
1.2. Roles and Responsibilities ........................................................................................................ 8
1.3. Related Documents .................................................................................................................. 9
2. SMARTWORKS COMPASS IM PLEMENTATION SCOPE ................................................... 10
2.1. Environments ......................................................................................................................... 10
2.2. Storage ................................................................................................................................... 10
2.3. Meter Configuration .............................................................................................................. 11
2.4. SmartWorks Compass Meter Data Types .............................................................................. 12
2.5. SmartWorks Compass Modules ............................................................................................. 15 MeterSense MDM (Alpha/Beta) .............................................................................................. 15 KPI Dashboard (Alpha/Beta) .................................................................................................... 16 Leak Detection and Notification (Beta) ................................................................................... 17 Outage Performance (Beta or Post Full Implementation) ....................................................... 18 Transformer Loading Analysis (Beta or Post Full Implementation) ......................................... 19 Rate and Revenue Analysis (Beta or Post Full Implementation) ............................................. 20
2. 6. Reporting ................................................................................................................................ 21
2.7. Project Deliverables and Work Products ............................................................................... 22 Deliverables ............................................................................................................................. 22 Work Products ......................................................................................................................... 22
2. 8. SmartWorks Compass Training and Discovery Sessions ........................................................ 22 Kick Off Meeting ...................................................................................................................... 23 Compass Overview Session ..................................................................................................... 23 Discovery Session .................................................................................................................... 24 Functional and Process Training .............................................................................................. 24 UAT Acceptance Testing Support ............................................................................................ 24 Advanced Process Automation Rules Training ........................................................................ 24
3. SOFTWARE INTEGRATIONS ................................ ......................................................... 26
3.1. AMI Head End System (Sensus RNI) - Alpha, version 4.8 ....................................................... 27
3.2. Customer Information System (CIS) (SAP) ............................................................................. 28 CIS Synchronization Integration (Alpha) .................................................................................. 28 Billing Interface (MVRS file format) (Beta) .............................................................................. 29
3. 3. Geographic Information System (GIS) Integration - ESRI ....................................................... 30 Base Map (Alpha) .................................................................................................................... 30 Meter Coordinates (Alpha) ...................................................................................................... 30 Transformer (Post Full Deployment) ....................................................................................... 30
3. 4. The Weather Network (Alpha) ............................................................................................... 31
3.5. Customer Portal (SEW) –(Beta) .............................................................................................. 31
3.6. Perform integration of the MDMS to SAP BI to provide reporting data (Beta) ..................... 32 DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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4. PROJECT MANAGEMENT APPR OACH .......................................................................... 33
4.1. Communication/Status and Relationship Management Approach ....................................... 33
4.2. Work Management Approach ............................................................................................... 34
4.3. Change Management Approach ............................................................................................ 34
4.4. Risk Management Approach .................................................................................................. 35
4.5. Acceptance Management Approach...................................................................................... 36
5. DELIVERY APPROACH ................................ .................................................................. 38
5.1. Implementation Approach – Phases, Deliverables, Key Milestones ...................................... 38
5.2. Implementation Methodology ............................................................................................... 38
5.3. Implementation Timeline ....................................................................................................... 40
5.4. Validation/Testing Approach ................................................................................................. 40 User Acceptance Testing Procedure ....................................................................................... 41
5.5. Software Progression and Configuration Management ........................................................ 44
5.6. Customer Resource Involvement ........................................................................................... 46
5.7. Project Completion Criteria ................................................................................................... 47 Completion Criteria Summary ................................................................................................. 48
6. ASSUMPTIONS............................................................................................................ 50
7. DOCUMENT ACCEPTA NCE AND SIGN-OFF .................................................................... 52 APPENDIX A – CHANGE ORDER TEMPLATE ........................................................................... 53 APPENDIX B – ROLES AND RESPONSIBILITIES ....................................................................... 57 APPENDIX C – BILLING DETERMINANTS ................................................................................ 59 DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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1. Introduction
This Statement of Work (SOW) defines the work to be performed by the SmartWorks division of N. Harris Computer Corporation (herein referred to as “SmartWorks”) for City of Palo Alto Utilities, (herein referred to as “Customer” or “CPAU”). This SOW includes a high-level timeline and other Terms and Conditions specific to the services requested by Customer.
T
his document serves as the complete understanding, between Customer and SmartWorks, as to what the current Statement of Work entails. Sm artWorks will use this document as reference for the configuration and implementation of SmartWorks Compass (h erein referred to as the “ SmartWorks Software”). This document will also be used by Customer to determine if the SmartWorks Software provides the functionality requested and agreed to, per this document. If there are any issues during the project lifecycle, this document will be used to determine if the issue is a configuration/development issue or if the issue was not included as part of the current Statement of Work.
C
hanges to this document shall be made through a Change Management Process as described Section
4.3. Th
e implementation project will accomplish the following high-level objectives:
1) I
nstall, configure and implement the SmartWorks Software as defined in Section 2. a) The SmartWorks software will be installed at the SmartWorks Hosting Facility. 2) Initiate within SmartWorks Software the collection and management of register and interval read, Voltage data from AMI Meters.
3) Integrate with:
a) Sensus AMI to import register and interval reads, import meter events/alarms, and to initiate remote actions
b) SAP HANA CIS to import meter and location data and to provide billing determinants as required c) ESRI GIS to integration with base maps URL and import GPS coordinates (latitude, longitude) d) SEW Portal to provide interval read data
e) SAP BI to provide database information for reporting (see section 3.6 of the SOW) 4) Deliver system training designed to develop competency with the use and configuration of the SmartWorks Software.
5) Provide support during User Acceptance Testing.
1.1. Glossary of Terms
Acceptance Testing
Period
A defined period of time to perform User Acceptance Testing on the Solution including testing in a live pre-production environment.
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 6 Actual Solution
Acceptance Date
Date that written acceptance by Customer is received by SmartWorks that Solution substantially meets the Functional and Integration Requirements Document, and substantially satisfies the testing criteria set forth in the Solution Acceptance Criteria.
Billing Determinant
The measure of consumption used to calculate a customer’s bill. A billing determinant is either;
• A register read; or
• A value calculated by the MDM for billing purposes based on interval an
d/or register read data. If rates are blocked, seasonally differentiated, time-differentiated, consumption vs generation, or separated by demand and energy measures, then the billing determinants are organized in the same fashion.
Change Management
Process
The process outlined in section 4.3 of the SOW, which SmartWorks will follow for any proposed changes to the SOW.
Deliverable An item created during the project that requires formal review and approval by Customer.
Deliverable
Acceptance Criteria
Criteria by which Customer determines that the Deliverable provided by Consultant is in accordance with this Statement of Work.
Deliverable
Acceptance Criteria
Document
A central listing of all Deliverables and Work Products developed by and maintained throughout the project.
Detailed Project Plan
A baseline plan created by SmartWorks in collaboration with Customer during the Initiation and Build phase of the project. The plan establishes the implementation timeline (including certain milestones) for the project.
Expected Solution
Acceptance Date
The date, identified in the Detailed Project Plan, by which the Parties expect Solution Acceptance to be achieved.
Functional Testing Test the core Solution components (configuration, interfaces, reports, and modifications) against agreed upon requirements.
Go-Live Plan
Document
A Deliverable identifying and describing the activities to be performed during the Deployment phase of the project.
Integration Testing Test the end-to-end process based on business processes and scenarios against the agreed upon integration requirements.
Interval Read Data
A meter read showing the consumption over a defined period of time, demand, or interval, normally 60 minutes, 30 minutes, 15 minutes or 5 minutes.
Typical units of measure include kilowatt-hours (kWh) for electric meters, Gallons/cubic foot or cubic meter for water meters.
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 7 Meter Channel
Unique stream of meter read data, with corresponding UOM (Unit of Measure), provided by meters and stored under a unique Channel ID within SmartWorks Compass.
Ea
ch channel can consist of consumption data (referred to as consumption channel) or a demand data (referred to as demand channel).
Meter Event
An anomalous network situation or notification reported by an AMI meter; for example, issues related to quality of supply, security failures, fraud, meter tampering, leaks, reverse flow, no flow or issues with network communications. Meter events are collected and reported by Customer’s AMI system as part of the routine meter interrogation cycle.
Post Implementation
Grace Period
Calendar days after acceptance Date for each phase in which SmartWorks Software is operating as Customer’s primary operating system with respect to functionality contained herein.
Register Read Data
A value provided by the meter that is shown on the meter’s faceplate, and hence can be validated by the customer by visual inspection of the meter.
This can include:
• Cumulative Consumption Register Read – total measured consumption since the meter was manufactured or refurbished (Typical units of measure include kilowatt-hours (kWh) for electric meters, Gallons/ cubic foot or cubic meter for water meters.)
• Time of Use Consumption Register (total consumption during a specific time of use window)
Solution The set of related software programs and services contained within in this Statement of Work.
Solution Acceptance
Customer determination by written acknowledgement that the Solution provided by Consultant performs in accordance with the Functional and Technical Requirements developed for this Statement of Work and any applicable Documentation.
Third-Party Vendor Any vendor or organization that is not part of SmartWorks or Customer Unit Testing
Ad hoc testing of individual Solution components prior to Functional Testing, to validate that each component meet the specifications set forth during the project.
User Acceptance
Testing
Testing to validate that Solution behaves per agreed-upon requirements as defined in the Functional and Integration Requirements Document based on the test cases and selected scenarios.
Voltage Volt-hour interval data included with the periodic meter data delivery (Min/Max/Average or Instantaneous)
Work Product An item created during the engagement that is reviewed by Customer but does not require formal approval by Customer
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1.2. Roles and Responsibilities
The activities to be carried out are detailed in each section of this SOW. The table below defin es the associated roles and responsibilities at a high level. References to the corresponding sections of the SOW are included when a more detailed description is required.
N
ote: Changes to team personnel will be carefully evaluated by both parties, in the context of the project, and will be provided to Customer for consideration in advance of any changes.
Responsibility Role
Define scope of work with CIS Vendor under a separate agreement.
This includes development of the integrations listed in this SOW as well as integration with the AMI head end system for meter provisioning.
Project Manager
(Customer)
Establish Detailed Project Plan Project Managers
(SmartWorks/Customer)
Ensure resources are available to carry ou t tasks defined in section 5.6 Customer Resource Involvement
Project Manager
(Customer)
Engage in tasks defined in section 5.6 Customer Resource Involvement Project Core Team (Customer)
Ensure resources are available to perform work as defined in SOW Project Manager (SmartWorks)
Ensure assistance and cooperation by Third -Party Vendors (including AMI, CIS and GIS)
Project Manager
(Customer)
Participate in weekly project calls Entire Project Team (SmartWorks/Customer)
Configure Virtual Private Network (VPN) to enable customer access to the SmartWorks Hosting Facility (applications on the SmartWorks Hosting Facility may not be exposed on the internet).
IT (Customer)
Perform initial install in SmartWorks Hosting Facility Infrastructure specialist (SmartWorks)
Install Sof tware Modules as per section 2 SmartWorks Compass Implementation Scope
Consultants (SmartWorks)
Provide deliverables as defined in section 2.7 Project Deliverables and Work Products
Consultants (SmartWorks)
Provide AMI infrastructure and meter data Metering (Customer via AMI vendor)
Provide input data for integration points as defined in section 3 Software Integrations
Project Team (Customer)
Install and configure integration points as defined in section 3 Software Integrations
Consultants (SmartWorks)
Perform functional and integration testing Consultants (SmartWorks) Perform User Acceptance Testing Project Team (Customer) DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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Responsibility Role
Provide support during User Acceptance Testing Consultants (SmartWorks) Perform configuration updates once training has been delivered and User Acceptance Testing is completed.
Note: Guidance will be provided by SmartWorks until the project is deemed completed.
Project Team (Customer)
1.3. Related Documents
Related documents to the SOW are:
1) Harris-SmartWorks Subscription Agreement
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2. SmartWorks Compass Implementation Scope
The scope of this Statement of Work is to implement the SmartWorks Software Solution for the Customer and to train the key people on the operation of the SmartWorks Software. The Customer will procure and install their respective advanced meters and supporting network infrastructure.
2.1. Environments
SmartWorks will deploy two (2) instances of the SmartWorks Software at the SmartWorks Hosting Facility in the United States: (1) Test instance and (1) Production instance.
N
ote that the intent of a test environment is to test new or existing functionality with a minimal set of data representative of the meter population prior to a production update.
Th
e Test and Production environment specifications are shown in the Server Specification Assumptions table below. The use of the test instance as a copy of production with a full set of data and corresponding full dataset processing is not included in the scope of work. Server specifications and associated hosting costs, if applicable, i ncluded in our proposal are based on these assumptions. Changes to the environments may be brought into scope using the Change Management process described in section 4.3.
S
erver Specification Assumptions
Live Storage Meter Population Integrations VEE
Test instance
(Beta)
12 months Meter Deployment
following table in
Section 2.2
Integrations defined in
Section 3, not real time.
R
eal-time integrations only
enabled/active as required
e.g. DataSync, real-time
events, remote actions
N
ote: The test instance will
connect to QA SAP CIS
Enabled as
required
Production instance 3 years Meter Deployment
following table in
Section 2.2
All integrations defined in
Section 3.
Enabled
2.2. Storage
The SmartWorks Software will be capable of importing, processing and storing thirty -six (36) months of meter usage data for the meters, interval length, and channels reflected in the table in section 2.3 Meter Configuration. Each instance will be sized appropriately to manage this volume of data. Changes to the table below that may affect the size of the SmartWorks Hosting Facility will be made in accordance with by the terms and conditions of the Hosting Services Agreement.
C
hanges to storage and data processing requirements including storage duration, meter counts, configuration of intervals length or number of channels impact the storage requirements submitted with our proposal. These may be brought into scope using the Change Management process described in section 4.3.
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n archive and purge process will be used for data older than thirty -six (36) months. Archived data will be recoverable for a period of five (5) years after the date of archive, after which it will be purged.
T
o restore a location’s data, users have the ability to enter the Location Number or meter ID. Once the restore execution is complete, all data for the selected meter ID, or for all meters associated with the selected location, will now be available in the system again, and can be viewed in graphs, tables, or other reports. This data will remain in the system indefinitely and will be excluded from further data purge processes. Users also have the ability to configure a “Data Purge Exclusion Meter List”.
2.3. Meter Configuration
The SmartWorks Software is capable of importing, processing and storing meter usage data based on the interval length and channels submitted with our proposal and defined below.
Initial
Meter
Count
Commodity Service
Type
AMI Read
Channels
Voltage Interval Daily Number of
processed Interval
Reads
25,000 Electric RES KWH VOL 15 2,400,000
(1*25K*24*4)
1,800 Electric NEM KWH
KWH_RCVD
VOL 15 345,600
(2*1.8K*24*4)
3,000 Electric C&I KWH
KVRAH
VOL 15 576,000
(2*3.0K*24*4)
1,000 Electric C&I KWH
KVRAH
VOL 5 576,000
(2*1.0K*24*12)
20 Electric Comm
Solar
KWH
KWH_RCVD
KVARH
KVARH_RCVD
VOL 15 7,680
(4*20*24*4)
45,000 Water
Gas
ALL CCF
(1/100 CCF)
N/A 60 1,080,000
(1*45K*24)
~5,850 Electric Virtual 60 280,000
(2*5,850*24)
~650 Electric Virtual 15 124,800
(2*650*24*4)
N
otes:
The total number of daily processed reads is estimated at 5,390,080 x 2 = 10,780,160 raw and processed reads
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2.4. SmartWorks Compass Meter Data Types
F
or each meter provided in the datasync process, there are five (5) different record types supported in Compass MDM:
• INT (Interval reads),
• REG (Register reads),
• VOL (Voltages),
• EVN (Meter events)
• OMD (Other Meter Data values).
The SmartWorks Compass record layout for each of these six record types is detailed in the tables below.
R
aw Interval Reads
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'INT' for interval reads.
Meter_id String (Not exceeding 30
characters)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Channel_id Integer Channel identifier. A meter must have only one channel identifier with a given
unit of measure. Data with different units
of measure must each have their own
channel identifier.
Read_dtm Date/Time Date and time of the end of the interval, in the meter's local standard time (not
including daylight savings) or UTC.
Preferred format is: "yyyy/mm/dd
hh24:mi:ss".
Read_value Decimal (any precision) Numeric value representing the meter reading (either consumption or max
demand, depending on the channel's Unit
of Measure) for the interval.
UOM String (not exceeding 30
characters)
Unit of measure for the reading. For
example, KWH, KW, KVAR, KVA, GAL, M3,
FT3
Source_collector_id String (not exceeding 30
characters)
Unique identifier of the data collection
device that obtained this meter reading
(optional).
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Raw Register Reads
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'REG' for register reads.
Meter_id String (Not exceeding 30
characters)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Channel_id Integer Channel identifier. A meter must have only one channel identifier with a given
unit of measure. Data with different units
of measure must each have their own
channel identifier.
Read_dtm Date/Time Date and time the meter’s register was read, in the meter's local standard time
(not including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Read_value Decimal (any precision) Numeric value representing the meter register reading, which should match the
meter's faceplate value at that time.
UOM String (not exceeding 30
characters)
Unit of measure for the reading. For
example, KWH, KW, KVAR, KVA, GAL, M3,
FT3
Source_collector_id String (not exceeding 30
characters)
Unique identifier of the data collection
device that obtained this meter reading
(optional).
Voltages
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'VOL' for register reads.
Meter_id String (not exceeding 30
chars)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Read_dtm Date/Time Date and time associated with the
voltage, in the meter's local standard time
(not including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Phase String (not exceeding 3
chars)
Indicator of the phase of the voltage
reading (for example, A, B or C). If
unknown and the meter is a single-phase
meter, specify 'X'.
V_current Decimal (any precision) Instantaneous voltage value as of the read_dtm. Can be null, if min/max/avg
values are defined.
V_min Decimal (any precision) Minimum voltage for the time period ending at read_dtm and starting as of the
previously supplied record. Can be null if
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v_current is supplied, and min/max/avg is
not available.
V_max Decimal (any precision) Maximum voltage for the time period ending at read_dtm and starting as of the
previously supplied record. Can be null if
v_current is supplied, and min/max/avg is
not available.
V_avg Decimal (any precision) Average voltage for the time period ending at read_dtm and starting as of the
previously supplied record. Can be null if
v_current is supplied, and min/max/avg is
not available.
Source_collector_id String (not exceeding 30
chars)
Unique identifier of the collector device
that
M
eter Events
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'EVN' for meter events.
Meter_id String (not exceeding 30
chars)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Channel_id Int Where applicable, indicate the channel ID associated with this event. In most cases,
the event is associated at the meter-level,
and not with a particular channel. In such
cases, just put "1".
event_dtm Date/Time Date and time associated with the event, in the meter's local standard time (not
including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Event_tp String (not exceeding 30
chars)
Text indicating the type of event
(example, 'Tamper', 'Outage', ‘Leak’, etc.)
Event_Comments String (not exceeding 256
chars)
Text description of the event. If none is
available, just duplicate the value in the
Event Type field.
O
ther Meter Data
Field Name Field Type Description
Record Indicator String (3 chars) Must have value 'OMD' for other meter data.
Meter_id String (not exceeding 30
chars)
Unique meter identifier. Must exactly
match the unique meter identifier stored
in AMI and CIS systems.
Value_Type String (not exceeding 30
chars)
Identifier of the type of other meter data
- i.e. "blink count, current".
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value_dtm Date/Time Date and time associated with the data value, in the meter's local standard time
(not including daylight savings). Preferred
format is: "yyyy/mm/dd hh24:mi:ss".
Value_qty Decimal Numeric value indicating the quantity of the data value.
UOM String (not exceeding 8
chars)
Unit of measure for the data value.
Source_collector_id String (not exceeding 30
chars)
Unique identifier of the collector device
that obtained this meter data value
(optional).
2.5. SmartWorks Compass Modules
The following SmartWorks Compass Software modules will be installed and configured as part of the scope of this engagement:
• S
martWorks Compass, including the following modules:
• MeterSense MDM
• KPI Dashboard
• Outage Performance
• Transformer Loading Analysis
• Leak Detection and Notification Module
• Rate and Revenue Analysis
This section includes a description of each module as well as their corresponding Pre -requisites and Assumptions.
MeterSense MDM (Alpha/Beta)
SmartWorks will install and configure MeterSense MDM module.
M
odule Functionality includes:
• Support meter deployment
• Reports to help ensure that meters are provisioned correctly and communicating in the field • Monitor AMI Performance
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• Validation of reads, billing determinants and customer service support • Alert via Meter Events
• Store and report on Tampers, Leaks, error and other meter flags
2.5.1.1. Pre-Requisites & Assumptions
• Meter reads are imported from the AMI as defined in section 3.1 AMI Head End Systems. • Meter events are imported from the AMI as defined in section 3.1 AMI Head End System. • Meters installation/removal are synchronized with the system of record as defined in sections 3.2.1 CIS Synchronization Integration.
• After installation of MeterSense MDM by SmartWorks, meter reads validation routines (VEE – Validate, edit, estimate) as defined in SmartWorks User-Guide VEE will be available for configuration.
• Data will be presented in the MeterSense MDM reports based on the modules identified in this Statement of Work and the availability of the data described in section 3 Software Integrations.
KP I Dashboard (Alpha/Beta)
SmartWorks will install and configure the KPI Dashboard module. The KPI Dashboard enables the user to configure one or more dashboards to display information on Key Performance Indicators (KPIs). A KPI is a metric that is represented by a One-Dimension or Two-Dimension Visualization component:
• One-Dimension KPI Visualization includes: Numeric, Thermometer, or Speedometer • Two-Dimension KPI Visualization includes: Area, Bar, Column, Scatter, Pie, or Table F
or each KPI, a panel of information is available. This includes:
• Value of the KPI displayed as a numeric value, speedometer graphic or thermometer graphic. • If a drilldown link was defined when the KPI was registered, clicking anywhere on the value will launch a window with the drilldown page.
• Color coded value (red/yellow/green), depending on settings. • Max/min statistics and trend area.
• Secondary KPI value, where configured. If the secondary KPI value has been defined with a drilldown link, clicking on the value will launch a window with the drilldown page.
Information on a KPI can be shared via email on a scheduled basis or threshold-driven exception basis.
A
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information, modules deployed, and integrations performed. Users may configure their own dashboards from the available KPIs.
2.5.2.1. Pre-Requisites & Assumptions
• Deployment of the Compass Framework, if not already in place. • Population of any data required for calculation of KPIs as per section 3 of this SOW.
Leak Detection and Notification (Beta)
SmartWorks Compass provides an analytical software solution that identifies leaks both from meter notifications and using intelligent data analysis. A prioritized list of customers to be contacted is then produced, filtered for false positives and duplicates, and refined on an ongoing basis to eliminate wasted effort.
Functionality Delivered:
• Import Leak Events from AMI meters if available.
• Monitor for Continuous Consumption, with parameters configurable by group. • Generate Leak Notifications using either or both approaches above. • Provide notification summary reports to utility personnel • Customer notification:
o The MDM will provide a csv report to Customer portal as per section 3.5 of this SOW. This will enable the utility to send notifications to customers using CPAU customer portal. • Registered Report: Customers that have received Leak Notification but the leak still persists for a selected period of time (default to 3 days).
• Leak Detection KPI Dashboard, displaying.
o Leaks Detected: Number of locations with a suspected leak. o Average Leak Time: Average time of leak, based on Continuous Consumption statistics. o Average Leak Volume: Average leak volume, takes the average of each interval that reported a Continuous Consumption failure.
o Leak Notifications Sent: Leak Notifications sent to customers. This KPI is based on a rule specifically created for customers that emails the leak notification to customers, reported on a daily basis. Customer will import customer/account/location information from the CIS. o Leak Events Yesterday: Total Volume of all leak events over the past 24 hours. o Total Leak Volume: Total Volume of all reported Continuous Consumption failures over the previous 6 months time span.
o Average Leak Volume: Average leak volume of all reported Continuous Consumption Failures over the previous 6 months.
Implementation
• Consultant will implement and configure the above functionality. • Consultant will train customer on module functionality and uses. • Consultant will support customer testing.
2.5.3.1. Pre-Requisites & Assumptions
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 18 • Deployment of the Compass Framework by SmartWorks, if not already in place. • Utilization of Leak Notifications from meters requires meter-generated leak notifications to be d
elivered to the SmartWorks Compass Framework via standard Advanced Metering Infrastructure integration methods.
• Utilization of usage data analysis for leak notification requires hourly (or finer) interval usage data to be delivered to the SmartWorks Compass Framework via standard Advanced Metering Infrastructure integration methods.
• Map views require latitude/longitude information for each meter to be available via synchronization with the system of record.
• Customer communications for notification of leaks is assumed to leverage existing customer communication approaches. SmartWorks will provide a .csv file to Customer Web Portal to advise of Leak Events. Customer Web Portal will be configured to notify the end customer of such leaks. • Synchronization exists with CIS for association of meters with locations and accounts, plus the status of the account (active/inactive).
• Customer contact details must be accessible by Compass for any customer communications sent by Compass.
• If available, registration data (name, email, status, active date, inactive date) will be synchronized with the system of record. Otherwise, registration will be managed manually within Compass.
O utage Performance (Beta or Post Full Implementation) Automatically track outage signals from AMI & customer calls, streamline response and measure performance.
W
hen receiving alarms, Compass will create an outage table with a place for a ‘restore’ event, which will be updated when a restore event is received from the meter.
C
ustomer will use business as usual processes to address the outage and notify dispatch that the outage has been addressed.
C
onfirmation of Restoration
Compass will look for a high volume of restores followed by a reduction in restore events to a threshold of restoration messages/minute.
C
ompass will use an asynchronous On-Demand read request to ping all devices assigned to a transformer that have not provided a restore message afterwards. Compass will throttle requests to batches of not more than 500 meters.
F
unctionality delivered:
• Map Views for Current Outages and Current Outages with recent restorations • Event Summary by Event Type, grouped by Meter
• Event Listing for Outage Events
• Outage Statistics
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 19 • KPI Dashboard for Outages
• Meter Ping to Confirm Restoration of Power
Implementation
T
he AMI will send meter events (Outages) through MultiSpeak 3.0 or 4.1 to Compass near real- time. (Additional charges will be included for Non-MultiSpeak options) T
he customer is required to provide the following to Compass during implementation:
• Outage and Restoration Mappings (i.e., what’s considered an outage? Last Gasp, etc.) • Outage Event Time Tolerance (to avoid duplicates)
o How long has the outage occurred
• The Meter (Lat/Long) would need to be displayed for the map • In the event of an outage, Compass can set restoration on demand read by pinging a meter (with response) and set a restore time. CMEP event will still be required for back-up/redundancy purposes.The high volume (high-level threshold and drop-off threshold) will need to be quantified and Compass will need to be notified during a restoration check. • The customer will need to identify what an outage is in order to for Compass to adequately provide corresponding reports and statistics
• Compass will not be responsible for MultiSpeak events not sent by the AMI during an outage. • Consultant will support customer testing.
2. 5.4.1. Pre-Requisites & Assumptions
• The AMI will filter meter events before forwarding them to Compass. • Deployment of the Compass Framework by SmartWorks, if not already in place. • Population of any data required.
• Datasync must already be in place.
• ESRI based GIS for use is required for base maps.
• On-Demand reads will be accepted by MultiSpeak
T ransformer Loading Analysis (Beta or Post Full Implementation) The SmartWorks Transformer Loading Analysis module continually analyzes loads on distribution transformers and identifies those at risk of failure, resulting in improved system reliability and better asset utilization. SmartWorks Transformer Loading Analysis uses AMI data, power factor and distribution network mapping to analyze transformer loads in relation to their ratings. Analytical calculations are run in the background so that detailed dashboards can be viewed on demand. You can interrogate the system to identify reliability risks and plan their mitigation strategy, or leave it to the system to monitor loads on a continual basis, then serve up notifications based on configurable parameters. • KPI Dashboard of Overloaded and Underloaded transformers, based on combination of o Peak level
o % time above Optimal Operating Band (OOB)
o Drill downs from KPIs.
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• Transformer Loading Dashboard
o KPIs for
Qty of Tfrs peaking above 200%
Qty of Tfrs >10% over OOB
Qty of Tfrs >90% below OOB
• Map of Transformers by Load
• Map of Transformer-Meter relationships
• Transformer Contributors graph
• Watch-list of transformers implemented with Markers
• Prioritized Replacement list implemented with Task Manager Implementation
• Consultant will implement and configure the above functionality. • Consultant will train customer on module functionality and uses. • Consultant will support customer testing.
2.5.5.1. Pre-Requisites & Assumptions
• Deployment of the Compass Framework, if not already in place • Population of any data required for Transformer Loading calculations, including interval reads for meters
• To enable the Transformer Loading Analysis functionality, Customer’s GIS must provide the following from the datasync on at least a daily basis:
transformer assets, including KVA rating
date-driven relationship between transformer and AMI meter/location, including active and inactive dates.
Note: The history also needs to be provided, but if not possible, it will be inferred based on the datasync date
• Interval data from AMI meters need to be provided, particularly the KWH, KVARH, KVAR, and KVAH, when available.
• Configuration of virtual interval channels for unmetered loads (e.g., streetlights, leased lights) and non-AMI meters
• A specific group for the transformer needs to be configured.
Rate and Revenue Analysis (Beta or Post Full Implementation) The Rate & Revenue Analysis module enables a user to model billing rates and apply those rates to consumption profiles that have been imported from other systems. Rates may be applied over user- definable timeframes. This allows the user to compare multiple rates for a single consumption pattern.
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The rates modeled in SmartWorks Compass can incorporate blocks, tiers, TOU, demand, peak time pricing, flat fees, service charges and taxes. However, for some rates they may represent approximations. They are intended for decision support and may not mirror exact billed amounts.
The user may also use this module to pre-calculate and store pseudo bills by applying one or more rates to one or more consumption profiles for one or more definable time periods. Standard reporting provides comparisons of these calculated bills to assess the impact on utility revenue for different scenarios. Scenarios may include groups of customers switching from one rate to another; changing the parameters that constitute a rate, or introducing a new rate to a group of customers.
Implementation
• Consultant will implement and configure the above functionality. • Consultant will train customer on module functionality and uses.
2.5.6.1. Pre-Requisites & Assumptions
• Deployment of the Compass Framework by SmartWorks, if not already in place. • AMI Interval Data is required. If this is not available, consultant can create pseudo interval data for periodic consumption information for an additional cost. • Customer is currently synchronizing CIS or other system of record information for meter location cross references and accounts, plus the status of the account (active/inactive). • Customer will provide a list of rates or their rate structure in advance of implementation.
2.6. Reporting
All standard reports available with in the SmartWorks Software will be made available for all licensed modules.
Examples of standard reports include but is not limited to:
• Continuous Usage
• Meter Events and Alarms
• Meters With Estimated Intervals
• Meters Failing Validation
• Register Validation Failures
• Interval Validation Failures
• Interval Bar Graph
• Raw Vs Processed Reads Report
A scope of 50 hours will be assigned to the design, development, and testing of custom reports or custom queries based on Customer reporting req uirements gathered during the Discovery Session and throughout the course of the project. This includes the development of custom KPI Dashboard reports.
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 22 Requirements for custom reports must be defined prior to each Testing phase, but no later than the transition to Support at the end of the Beta phase.
C
ustomer can decide to re-assign all or parts of these hours to other project activities, such as additional remote training.
N
o custom reports have been identified for delivery. However, if during the project, Customer identifies a requirement for a custom report, the services can be brought into scope using the Change Management process described in section 4.3.
2.7. Project Deliverables and Work Products
The following deliverables, milestones and work products are included in this project . Deliverables are items created during the project that may require formal review and approval by the customer. Work products are items created during the project that are reviewed by the customer but do not require formal approval by the customer.
Deliverables
The following list identifies the key deliverables associated with this project:
• Functional and Integration Requirements Document
• SmartWorks Software installation
• SmartWorks Software configuration
• SmartWorks Software integration as defined in section 3 • S
martWorks Software End-User Training
Work Products
The following list identifies the key work product documentation associated with this project:
• Project Schedule
• Acceptance Criteria Document
• Test Case Scenario Checklist
• Testing Plan
• Training Plan
• Training Material
• SmartWorks Software User Guides
• Go-Live Approach Document
2.8. SmartWorks Compass Training and Discovery Sessions To enable users to effectively use the software both during acceptance testing and in a production capacity, SmartWorks will provide end -user training as part of this project . Onsite and remote training sessions will be provided the Customer as outlined in the table below.
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Activity Location Phase Length
(Business Days)
Sensus Kick Off Meeting Remote Alpha Individual
meetings up to
4hrs total
Kick Off Meeting Onsite* Alpha 1 day
SmartWorks Compass Overview Session Remote Alpha 0.5 day Alpha UAT Support Remote Alpha 2 days
Discovery Session Onsite* Beta 3 days
Functional and Process Training Onsite* Beta 3 days
Advanced Process Automation Module Training Onsite* Beta 2 days User Acceptance Testing (UAT) Support Remote Beta 10 days Discover Session – Post Full implementation Onsite* Post Full Implementations
2 days
Functional and Process Training – Post Full
Implementation
Onsite* Post Full
Implementations
3 days
User Acceptance Testing (UAT) Support Remote Post Full
Implementations
5 days
Note: Onsite sessions will take place when safe and appropriate. The onsite sessions can be replaced with remote online sessions upon agreement between SmartWorks and Customer.
Kick Off Meeting
The purpose of this onsite meeting is to introduce project team members and review the MDM project at a high level. Topics include scheduling, methodology, milestones, communication plan and short term focus.
Additional topics can also include a demo of t he SmartWorks Software, as well as a review of infrastructure components, including the Solution Architecture Diagram.
Compass Overview Session
The Overview Training is held with the core user group when initial configuration is complete. This session occurs during the Analysis phase and is held remotely.
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 24 The overview training session provides users an overview of current system functionality. Upon conclusion of this session, users are able to dive into the SmartWorks Compass platform and understand exis ting configuration.
D iscovery Session
The purpose of the Discovery Session is to demonstrate existing functionality and elicit feedback for updates to functionality. Emphasis is placed on understanding existing customer business process and the impact to the process due to SmartWorks Compass is documented in the Functional requirement documents.
F unctional and Process Training
During the Functional and Process Training, up to 12 users will be provided training on the SmartWorks Software. System Navigation will be reviewed as well as the main business functions of the solution.
Following the F unctional Training, the Business processes and use cases applicable to Customer will be reviewed.
T
opics typically covered in this training include:
• S
martWorks Software Overview
• Data Setup
• Meter Reads & Validating, Estimating, Editing – VEE
• Billing & Customer Service Functions
• Using Maps and Reports
• Advanced Reporting
• System Administration
• Sessions specific to each SmartWorks Compass module defined in section 2.3 • Process Automation Overview
U AT Acceptance Testing Support
SmartWorks will be available to provide remote support during the UAT phase, as described in section
5.4, for the length define in the summary table included in section 2.8.
A dvanced Process Automation Rules Training
The Advanced Process Automation Rules Training course is a two -day technical course on rules development designed to enable participants to become competent at developing rules for SmartWorks Compass modules.
T
he topics include:
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2. SmartWorks Compass Data Schema/Data Flow/ Rules Performance Management a. Applications of Rules
b. AMI System Performance
c. Responding to VEE exceptions
d. Meter Events and Alarms
3. Data Analysis
4. Data Safety Practices
The course will be delivered following rules design themes so that participants understand the construction of rules and can apply those design themes to any functional application and will include hands on exercises and an exam.
Th
e Advanced Process Automation Module Rules Training course will be delivered to up to 3 participants.
The intent is to train individuals within an organization to create a “rules engine technician”, who can take business requirements from business lines develop a rule that meets the business needs. Customer should only need 1 to 3 technicians.
C
ompetency with SQL and a basic understanding of databases are pre -requisites for participants in the Advanced Process Automation Module Rules Training course.
C
ustomer should also have several “rules champions”, who represent a business unit. The rules champions will be trained on the capabilities of the Rules Engine during the Functional and Process training course.
These business unit rules ‘champions’ would be responsible for finding ways to improve their business and then passing the requirements to the rules engine technician (i.e. the 1 or 2 people trained by this course). The technician creates the rule. The champion tests and signs off on the rule.
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3. Software Integrations
The following diagram provides a summary of the different integration points in scope for this project:
During software integration:
• Customer will act as or provide an integration coordinator who will be responsible for overseeing integration communications for this project.
The integration coordinator role consists in securing, as required and in a timely fashion, the assistance and cooperation of third-party vendors. A change order may be required if a third- party vendor is unavailable or non-cooperative and causes an impact to the project schedule or effort.
• SmartWorks will provide advice and recommendations regarding its experience and leading practice.
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 27 SmartWorks will also work directly with third-party vendors if direct communication will result in efficient execution of the project.
Any version changes to integrating systems that occur during the project will be reviewed by SmartWorks and may require a change order if integration updates or re-testing activities are required.
Th
e following Integrations are included in the project scope for the project:
3.1. AMI Head End System (Sensus RNI) - Alpha, version 4.8 SmartWorks Software will integrate with the AMI Head End System to:
• Me
ter reads: Import the current day’s readings as well as older reads that were previously missed.
Interval and daily midnight register read data will be received from AMI Head End system. • Meter events: Import meter event data from AMI Head End. Examples include alerts such as tamper, leak, outage, restore, etc. Specific alarms will be defined between Sensus and Customer. Real time outages will not be provided by the AMI, however outage information will be included as part of the CMEP file.
• Voltage: Import the current day’s voltage reading.
• Remote action: Where the functionality is supported by the meters or compatible others, SmartWorks Software will integrate with the AMI Head End to perform On Demand reads and Remote Connects & Disconnects.
Integration Initiator Type(s) Protocol Frequency
Meter Reads AMI CMEP Read File sFTP 1-4
times/day
Voltage AMI CMEP Voltage File sFTP 1-4
times/day
Meter Events AMI CMEP Event File sFTP 1-4
times/day
Meter Events AMI Real Time events
(to be defined during
Workshops with the AMI
e.g. Tamper, Leak,)
MultiSpeak® methods 4.1 Real Time
Remote Actions AMI OnDemand read MultiSpeak® methods 4.1 Real Time Remote Actions AMI Remote Disconnect MultiSpeak® methods 4.1 Real Time Remote Actions AMI Remote Connect MultiSpeak® methods 4.1 Real Time If
flat files are used for providing meter data, the initial files (midnight register reads and interval reads) are expected to be delivered by 5:00am (local time) or an agreed upon time suitable to Consul tant and Customer in order for the SmartWorks Software to perform the VEE process. The AMI Head End may deliver files at multiple times during the day in order to collect the maximum amount of meter data.
I
t is assumed that the applicable AMI Head End version will be installed on the Customer system in time for Consultant to perform its development and testing activities.
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3.2. Customer Information System (CIS) (SAP)
I
n collaboration with Customer or Customer’s agent(s), Consultant will provide the following integrations with Customer’s CIS. The integrations will require ongoing support from the CIS vendor through the SmartWorks integration project.
S
ummary of integrations
Integration Initiator Type Protocol Frequency
DataSync CIS Creates .csv datasync files sftp 1-3 times/day DataSync MDM Import .csv datasync files
and corresponding data
sftp 1-3 times/day
Billing CIS Billing Request MVRS TBD during discovery
Billing MDM Billing Response MVRS TBD during discovery
Note: SmartWorks will setup the sftp site
C IS Synchronization Integration (Alpha)
Import of customer and meter data into the SmartWorks Software for validation of AMI data. A daily full periodic synchronization activity will occur. The final data set (fields), file layout, and protocol to be used and exchanged between the CIS and MDM will be finalized during the kick-off sessions and signed-off in the agreed upon Business Requirement Document (BRD). The information that is initially expected to be provided from the CIS to support the functionality and modules, in scope, includes the following:
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SmartWorks
Compass
(Alpha)
Notifications
& Rates
(Beta)
METERS: List of meters with identifiers, meter types, etc.
X
LOCATION: List of premise with ID, service addresses X
METER LOCATION XREF: A date-driven cross reference between meter and location number (i.e. when a meter is installed and removed from a location)
X
METER CONNECTION STATUS: State of the meter (ON/OFF) X
METER ALIAS: Descriptive information related to the meter, combining meter/location attributes
X
BILLING SCHEDULE: Cycle/Route schedule indicating billing period and reading period
X
ACCOUNTS: Customer Account information (such as account name, account ID)
X
ACCOUNT SERVICES: A date-driven cross reference between account and location (i.e. customer move in/out information)
X
CUSTOMERS: List of customers with identifiers and names, email address, subject to PII restrictions.
X
CUSTOMER/ACCOUNTS CROSS REFERENCE: A date-driven cross reference between account and customers
X
METER RATE CODES: Rate codes associated to each meter X RATES PLANS: Simple rate elements (e.g. Tiered, TOU, Fixed) as defined in section 2.5.6
X
*It is expected that when a radio is installed or removed from a meter, a cross reference between meter ID and associated radio ID will be maintained in the CIS and provided during DataSync.
It is expected that there will be a minimum of 2 iterations during the Alpha phase, and a minimum of 3 iterations during the Beta phase for additional data elements to be included in the file.
This integration will be established using a *.csv flat file that will be queried by SmartWorks Software. The flat files will be developed by the CIS vendor or another agent of Customer. Depending on Customer requirements, the synchronization will occur between 1 to 3 times per day and will be scheduled to occur after the Customer database has been updated.
Note: Integration with the AMI head end system for the purpose of facilitating synchronization of the meter status between the AMI head end system and CIS is not included in the scope of this project. This integration enables the identification of meters that should be transmitting data to the MDM. It is therefore assumed that a direct integration will be made between the AMI head end system and the CIS.
It is expected that Customer and AMI provider will work collaboratively to develop this integration.
Billing Interface (MVRS file format) (Beta)
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Customer will initially bill using register reads, not time-based determinants for most meters.
Customer will use SmartWorks Compass billing interface, which makes use of an MV-RS file format. The MV-RS file will be create d in the CIS and uploaded to an ftp/sftp site using CIS processes. SmartWorks Compass will be configured to automatically update the file with reads and place it on an ftp/sftp site for download back to the CIS.
Billing determinants and corresponding calculations are included in Appendix C.
3.3. Geographic Information System (GIS) Integration - ESRI Base Map (Alpha)
The SmartWorks Software will be configured so that meter data will be overlaid on top of one or more ESRI “Base Maps” via U RL live link. With this capability, the Customer will be able to view meter data together with their other data layers within SmartWorks Software.
Customer will create URL and provide a custom base map to SmartWorks for configuration of MeterSense.
This scope of integration assumes Customer is hosting ESRI on a web server and can provide a URL.
Meter Coordinates (Alpha)
Meter coordinates (latitude and longitude) will be provided by the GIS in a .csv file format following SmartWorks predefined format. Meter ID from GIS must match the Meter ID within the CIS.
Transformer (Post Full Deployment)
Customer GIS will be the system of record for the transformer-to-location relationships. SmartWorks will implement a daily flat file transfer integration (*.csv) to import the GIS transformer asset data required to support transformer loading analysis, as listed in the table below.
Compass
Transformer assets, including kVA rating X
Relationship between transformer and location X
Meters to feeder relationships and corresponding multipliers X
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3.4. The Weather Network (Alpha)
The SmartWorks Software will integrate weather data services with daily feed of observed weather data received from the Weather Network weather station determined to be closest to Customer’s location.
T
he following weather data, if provided by the weather station, will be imported into SmartWorks Software:
• Temperature (Hourly)
• Humidity (Hourly)
• Wind Speed (Hourly)
• Wind Direction (Hourly)
• Weather Conditions (Hourly)
• Precipitation (Daily)
This data is automatically downloaded from SmartWorks’ data provider for a weather station or stations in the Customer’s service area and is automatically inserted into the SmartWorks Software database.
3.5. Customer Portal (SEW) –(Beta)
The Harris Software will integrate with Customer portal to provide two separate data files:
1. Usage
2. Leak Alerts.
Usage – frequency: every 24hrs
SmartWorks will provide hourly interval read data as well as daily midnight register read value, using a data export of the following information, for each Location ID (Premise ID):
• Location ID (Premise ID)
• Account Number
• meter_id
• Read date time (PST)
• Interval Length (5, 15 or 60)
• Interval Consumption
o Compass will provide intervals as per the meter configuration (5, 15 or 60min.) o Compass will not perform any calculations to aggregate or split the interval data o KW will be calculated and SW will provide monthly demand value (repeated until new v
alue is identified and is reset)
• Midnight Register Read Value (for each UOM)
• Unit of Measure
• Applicable Multipliers
• Commodity Type
• Read Status (1=Passed, 2=Failed, 3=Estimated, 4=Manually Edited, 5=Accepted, and 6=Billed) It is assumed that SEW will overwrite any duplicated data if the reads overlap.
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Water Leak alarms (multiple times per day)
• Location ID (Premise ID)
• Account Number
• meter_id
• Unit of Measure
• Leak date time (PST)
• Leak alarm (type)
It is assumed that all data points required for this integration will be provide d by the AMI (meter reads) or the CIS (meter and location attributes). The data will be provided using a delimited .csv flat file. Flat files will be delivered using ftp or sftp transfer protocols.
3.6. Perform integration of the MDMS to SAP BI to provide reporting data (Beta)
SmartWorks will provide Customer with Advanced Process Automation Rules Training on Reporting and Rules Development which will enable Customer to create its own integration to external systems such as SAP BI. Should Customer require Sm artWorks to develop this interface, the related scope of work and associated cost will be determined using the Change Management process described in section 4.3.
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4. Project Management Approach
4.1. Communication/Status and Relationship Management Approach Communication Management is the cornerstone of any project and a well-structured Communication Plan is a must from the beginning. Regular and ongoing communications include those opportunities to communicate with project team members, sponsors, steering committee members, and other key stakeholders on a regular basis. These types of communication include regular status reports, scheduled project team meetings, monthly updates with the steering committee or with executive project sponsors on a project.
D
uring the Project Kick Off Meeting, a Communication Plan will be presented and reviewed with Customer staff based on the following Communication Strategy:
G
oals of Communication Strategy
• K
eep people informed on project status
• F
ocus on communication to effectively prepare Customer for their software rollout • F
ocus on communication to build support for project
• M
onitor effectiveness of communication
Gu
iding Principles
• C
lear messages using simple language
• O
penness, honesty, credibility, and trust in all communications • T
wo-way communication, with feedback valued and asked for • P
roject Team and Management ownership of the communication program • O
ngoing commitment to the communications process
E
ffective Communication Guidelines
• T
here are multiple audiences for project communications
• C
ommunication needs to be:
• T
ailored to specific groups
• R
egular and informative
• R
eal-time and relevant
• C
ommunication content needs to be of interest to the target audience Following is the proposed communication plan for the project:
What Who / Target Purpose When /
Frequency
Type/Method(s)
Project Kick Off All stakeholders Communicate plans and stakeholder roles/responsibilities.
At or near
Project Start
Date
Onsite Meeting (if safe an
appropriate)
Status Reports All stakeholders and
Project Office
Update stakeholders on progress of
the project.
Weekly Distribute electronically
using agreed Status Report
template
Team Meetings Entire Project Team To review detailed plans (tasks, assignments, and action items) and
risks.
Weekly Remote Meeting
Review Project Plan, Status
Reports, and Risk Log
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 34 What Who / Target Purpose When /
Frequency
Type/Method(s)
Project
Management
Status Meetings
Sponsor(s) and
Project Manager
(SmartWorks,
Customer, AMI
Vendor, CIS Vendor)
Update Sponsor(s) on status and
discuss critical issues. Seek
approval for changes to Project
Plan.
Weekly Remote Meeting
Executive
Sponsor
Meetings
Executive
Sponsor(s) and
Project Manager(s)
Update Sponsor(s) on status and
discuss critical issues. Seek
approval for changes to Project
Plan.
Monthly Remote Meeting
4.2. Work Management Approach
Work will be managed through the use of the Project Schedule. The SmartWorks Project Manager will have the responsibility to create and maintain the Project Schedule for the modules and integrations listed in this Statement of Work. It is expected that Customer Project Manager will work in conjunction with the SmartWorks Project Manager to ensure that key Customer activities that impact the project are also contained in the Project Plan.
D
uring and after the User Acceptance Testing in the Testing phase, the SmartWorks TeamSupport solution will be used to track project issues such as bugs or other lower level action items. The Entire Project Team (SmartWorks / Customer) will have access to TeamSupport.
4.3. Change Management Approach
This document serves as the complete unde rstanding, between Customer and SmartWorks, as to what the current Statement of Work entails. Customer and/or SmartWorks may propose changes to the scope of work defined in this document (“Change”). The Change Order Form (Appendix A) must be used for all Change Requests. SmartWorks shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order Form signed by the designated representatives from both Parties.
U
pon a request for a change, SmartWorks shall submit the standard Change Order Form describing the change, including the impact on the schedule, budget, scope and expenses. The Change Management Process that will be employed is defined below:
• I
dentify and document proposed change
• Assess impact of proposed change
• Estimate required effort / cost of proposed change
• Submit Change Order for Approval / Disapproval
• Communicate Change Order Decision
• If Change Order is Approved:
o Assign responsibility
o SmartWorks to update Project Plan as needed
o If there are project delays due to Change Request, SmartWorks may create s
ubsequent Change Requests to address those delays
o Monitor and report progress
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Within fifteen (15) consecutive business days of receipt of the Change Order Form, Customer shall either:
• Accept the proposed change by signing the Change Order Form, or • Reject the proposed change and inform SmartWorks Project Manager via email.
If SmartWorks is advised not to perform the change, or in the absence of Customer acceptance or rejection within fifteen (15) days, then SmartWorks:
• Will not perform the proposed change and will proceed only with the original services • May create a new Change Request to accommodate the expenses incurred during the discussion of the proposed change. This may happen only in cases where:
- Customer takes longer than fifteen (15) days to reach the decision, or does not reach a decision, and
- Overall project timeline, budget or scope are affected.
4.4. Risk Management Approach
Risk Management planning is an important part of project management and a core component of the SmartWorks Project Implementation Methodology. Risk Management planning is about defining the process of how to engage and oversee risk management activities for a project. Having a viable plan on how to manage risk allows one to mitigate risk versus attempting to decide in the midst how to handle a risk. The earlier Risk Management planning is engaged within the project increases the probability of success of risk mitigation activities. Risk Management planning will be initiated at the start of the project by having the initial discussion with Customer prior to, or during the Project Kick Off Meeting.
Risks can be raised by any project stakeholder, including Entire Project Team members, Customer, third- party integrators, or vendors during the project.
Risks will be entered on the Risk Log and categorized by type and priority. The SmartWorks Project Manager will investigate the risk and, if necessary, will update the Risk Log with background information to place the risk in perspective.
At a minimum, the following information will be captured and tracked for all risks:
• RISK ID – each risk should have a unique ID
• TITLE – short description of the risk (usually a few words or a sentence, helpful when reporting risks)
• DESCRIPTION – complete description of the risk, the more details the better • IMPACT – impact to the project and/or business in terms of money, time, and/or quality
• PROBABILITY – indicate the probability of the risk
• SEVERITY – risk severity (typically values could be “critical”, “high”, “medium”, “low”) • TYPE – type of risk (e.g. technical, process, organizational, etc.) • RISK MITIGATION PLAN – detailed description of actions (including dates and owners) required mitigating the risk
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 36 • STATUS – current status of the risk (typical values are “open” or “closed”) T
he following Risk Matrix will be used to establish the severity of risk:
T
hroughout the duration of the project, as risks are identified they will be added to the Risk Log and will be reviewed at weekly Status Meetings with the team to determine the possibility of occurrence and the best plan for mitigation.
I
f identified risk(s) and/or mitigation strategies are deemed to have an effect on project timeline, budget, or scope, a Change Request may be created, as per section 4.3, to address those concerns.
B
ased on SmartWorks’ experience, the following have been identified as dependencies that could have negative effect on project timeline, cost and/or scope and could become potential risks:
• V
PN ports not opened for SmartWorks personnel and for communication between integration points
• AMI not ready on time, or not sending the data
• Data source not ready for DataSync
• Resources not available to provide required information E
arly engagement and commitments on timelines by all parties can significantly reduce risks linked to the above dependencies.
4.5. Acceptance Management Approach
In collaboration with Customer, SmartWorks will develop and maintain a central listing of all Deliverables and Work Products to be completed throughou t the project “Deliverable Acceptance Criteria Document”. The Deliverable Acceptance Criteria Document will also set forth the acceptance criteria for each deliverable (“Deliverable Acceptance Criteria”).
A
baseline version of the Deliverable Acceptance Criteria document will be created through a combined effort between SmartWorks and Customer during the Initiation and Build phase. The Deliverable Acceptance Criteria Document will be reviewed with Customer regularly and updated to record the approval of the Deliverables as they are accepted. The approvals of the Deliverables in the Acceptance Criteria document will constitute final system acceptance.
PROBABILITY High (3) 3 6 9
Medium (2) 2 4 6
Low (1) 1 2 3
Low
(1)
Medium
(2)
High
(3)
IMPACT
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 37 A core component of the Deliverable Acceptance Criteria Document will be the execution of the test plan and test cases. The Testing Plan, also created in the Initiation and Build phase, and the Test Case Scenarios, created during the Initiation and Build phase, are customized specific to the implementation for Customer.
The Test Plan and Test Case Scenarios are used for testing and will be provided to Customer for their own review and testing of the system. SmartWorks Implementation Team and Customer staff will work as a team to ensure that exhaustive testing is carried out. During the Testing phase, when the system testing is being executed, the Project Team will be meeting to review the testing status and ensure that scheduled testing is being carried out.
O
nce system testing has been completed, and Customer staff has been trained on the system, Customer staff will have the necessary tools to review the system for acceptance. Customer will have access to its own instance of the SmartWorks Software, loaded with their data, to train and test on. SmartWorks Consultants assigned to Customer will provide training of the system to the staff, along with training documents, consisting of User Guides and PowerPoint. Training will be conducted onsite and using WebEx sessions, phone calls and documentation when needed.
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5. Delivery Approach
5.1. Implementation Approach – Phases, Deliverables, Key Milestones Successful implementati on is based on SmartWorks’ understanding of Customer requirements and experience gained through the implementations of SmartWorks Software at various Customers across North America. ’s project will leverage SmartWorks’ Implementation Methodology which has been honed and perfected over the company’s long history to successfully guide project implementation from Initiation to Deployment.
5.2. Implementation Methodology
The SmartWorks Methodology is based on the following guiding principles:
• Promote and foster customer ownership of solution;
• Establish and maintain consistent and regular touchpoints with Customer; • Ensure that project performance is visible, measurable, tracked and risks identified and mitigated – No Surprises!; and
• Seek to minimize customer cost and time while still achieving project objectives.
The Implementation Methodology c onsists of two main areas: Project Management and SmartWorks Software Implementation Management where each has associated (where applicable):
• Processes / Checklists / Matrices that define how to operate; • Deliverables that are formal outputs that require Customer sign-off; • Work Products that are outputs produced as part of the work required to achieve the desired project goals; and
• Tools / Assets that are leveraged to produce defined outputs.
The Project Management area defines how projects are managed. It includes:
• Communication/Status Management aimed at establishing internal and external communications as well as monitoring and communicating project status and effort spent; • Relationship Management aimed at measuring the pulse of Customers and partners; • Work Management aimed at capturing and monitoring effort, cost and work to be performed; • Change Management aimed at defining and controlling project scope; • Risk Management aimed at planning, mitigating, tracking and monitoring risks; • Acceptance Management aimed at ensuring that expected deliverables are delivered and accepted; and
• Financial/Contract Management aimed at monitoring project financial health.
The Implementation Management area defines the Implementation Phases and associated Work Products and Deliverables that are part of this project. The Implementation Phases are defined in the following table:
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 39 Implementation Phases Objectives Key Work Products and
Activities
Deliverables
Phase I (Alpha)
Initiation and Build
Key Milestones
• Kick Off Meeting Held
• Project Plan
Reviewed/Updated
• To Kick Off project and
establish successful
working relationship
• To obtain detailed
agreement on Project
Plan
• To install and perform
base configuration work
• Kick Off Meeting
• Implementation
Questionnaire
• Acceptance Criteria
Document
• Initial Configuration
complete
• Initial Integration with CIS
and AMI complete
• Physical Architecture
Recommendation
• SmartWorks Software
installation
• Software Overview
Training Session
Phase II (Beta)
Analysis
Key Milestones
• Integration Documents
signed
• Functional and
Integration
Requirement
Document signed
• To demonstrate base
configuration
functionality
• Conduct Discovery
Sessions
• To obtain an agreement
on what is remaining to
be delivered
• Discovery Session(s)
Summary
• Functional and
Integration Requirements
Document
Phase III (Beta)
Development
Key Milestones
• Solution Feature /
Code / Configuration
Complete
• To configure according to
requirements and build
the Solution components
• To write associated test
cases that Customer
would execute for
acceptance of the
Solution
• Test Scenarios / Cases
• User Acceptance Test Scripts
• Base Solution Installed and
Configured
• SmartWorks Software
configuration
• SmartWorks Software
integration Phase IV (Beta)
Testing
Key Milestones
• User Acceptance
Testing Complete
• To move the Solution to a
known state of quality
and ready for
deployment
• To train customer on
their Solution
• Functional Testing Results
• Integration Testing Results
• User Acceptance Test (UAT)
Results
• Accepted Solution per UAT
• Functional and Process
Training
• User Acceptance Testing
Support
• Go-Live Plan Document
Phase V (Beta)
Deployment
Key Milestones
• Solution Live
• To move the Solution into
a production
environment state and
transition support to the
operations team
• Solution Live • Installation Acceptance
To
minimize project costs, the majority of project work will be performed at one of the SmartWorks ’ locations except for key project activities such as Discovery Sessions where face-to-face is deemed more effective for a successful project. Throughout the project, SmartWorks’ Project Team will be engaged with Customer using WebEx sessions to review configuration work and provide remote support.
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5.3. Implementation Timeline
The estimated duration to implement the SmartWorks Software within scope is approximately 6 months for Alpha phase and 9 months for Beta phase. Customer will be transitioned to Support after the Beta phase. The PS project team will re-engage with Customer for the implementation of post-Beta items (Post Full Implementation PFI). Post Beta items are anticipated at the end of Full Deployment.
The actual duration and scheduling of project activities will be evaluated during the Initiation and Build phase and a detailed baseline Project Plan will be jointly created at that time.
A baseline plan will be delivered within fourteen ( 14) calendar days of the project Kick Off Meeting allowing Customer an opportunity to review the P roject Plan over the next ten (10) business days. If Customer does not agree to the proposed Project Plan, Customer and SmartWorks will work collaboratively to develop a mutually agreeable plan within a reasonable timeline.
The Project Plan will include a project completion date (the date where project is completed based on the criteria in section 5.7 Project Completion Criteria). The Project Plan will be reviewed periodically during the project and may be revised. Changes to the project completion date may require a Change Order if it is mutually determined that the delay in completion is the fault of the Customer or Customer’s third-party vendors.
5.4. Validation/Testing Approach
Systems Testing is an activity that is addressed through all Phases of the SmartWorks Software Implementation Methodology but is the focus of the Testing Phase.
To ensure that a quality Solution is delivered to Customer, the Testing Phase focuses on validating that the configured and developed Customer Solution performs per agreed upon requirem ents for each module. This includes three (3) main testing activities:
• Functional Testing to test the core Solution components (Configuration, Interfaces, Reports, and Modifications) against agreed upon requirements as defined in the Functional and Integration Requirements Document based on the test cases and scenarios developed during the Development phase.
• Integration Testing to test the end-to-end process based on business processes and scenarios developed during the Development phase.
• User Acceptance Testing to provide Customer the opportunity to validate that Solution behaves per agreed upon requirements as defined in the Functional and Integration Requirements Document based on the test cases and selected scenarios collaboratively developed with Customer during the Development phase. User Acceptance Testing sign-off per agreed upon criteria is necessary to move to Deployment phase.
The progress for performing the three (3) testing activities will be logged into TeamSupport . At a minimum, the TeamSupport will include the following information:
•
The test name
• The objective for performing the test
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• A Description of the steps required to perform the test “Test Script” • The expected result that will demonstrate the test is successful “Test Acceptance Criteria” • The actual result observed after performing the test “Test Result” Prior to commencing Functional Testing and Integration Testing activities, the Test Scripts and T est Acceptance Criteria will be documented in TeamSupport by SmartWorks using Test Scripts that have been defined by SmartWorks.
While performing testing activities, the tester will update the TeamSupport with the Test Result and will make a determination as to whether the result meets the Test Acceptance Criteria.
Functional Testing and Integration Testing will be performed by SmartWorks . User Acceptance Testing will be performed by Customer with support from SmartWorks.
User Acceptance Testing Procedure
Once Functional Testing and Integration Testing have been completed, and Customer staff has received Functional Process Training, Customer staff will have the necessary tools to perform User Acceptance Testing.
Prior to commencing User Acceptance Testing activity, the Test Scripts and Test Acceptance Criteria will be documented in TeamSupport by SmartWorks collaboratively with Customer.
Customer will have its own instance of The SmartWorks Software, loaded with its data, to train and test on. The Application SmartWorks assigned to Customer will provide the documents and training of the system to the staff. Training will be conducted onsite and using WebEx sessions, phone calls and documentation as needed.
Customer will have a defined period of time to perform User Acceptance Testing on the Solution (including testing in a live production environment) (the “Acceptance Testing Period”). The length of the Acceptance Testing Period will be defined in the Detailed Project Plan. This User Acceptance Testing Period will begin upon formal written notification from SmartWorks to Customer that the SmartWorks Software has been configured and is ready for testing. During such Acceptance Testing Period, both Parties shall work diligently and dedicate the appropriate resources to conclude the evaluation in a timely and efficient fashion.
If the Solution substantially meets the Functional and Integration Requirements Document, and substantially satisfies the testing criteria set forth in TeamSupport (together the “ Solution Acceptance Criteria”), Customer will provide SmartWorks with written acceptance noti ce thereof, and the date of such notice to be the “Actual Solution Acceptance Date”.
In the event Customer determines that the results of a test do not meet the Solution Acceptance Criteria, following the initial User Acceptance Testing cycle, Customer will provide SmartWorks with written notice thereof, specifying in reasonable detail how the Solution failed to meet the Solution Acceptance Criteria.
If Customer delivers to SmartWorks such n otice of retesting, SmartWorks shall make all necessary corrections, repairs, fixes, modifications, or additions to or replacements of all or any part of the rejected SmartWorks Software as well as integrations for which SmartWorks is responsible so that it conforms to DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 42 and performs in accordance with the Solution Acceptance Criteria. SmartWorks will have a defined period of time “Correction Period” to correct any deficiency, after which the User Acceptance Testing will be resumed. The Correction Period will be defined in the Detailed Project Plan.
Should the Customer require additional testing outside of SmartWorks’ standard testing routines, such as for Disaster Recovery, these can be brought into scope via Change Order.
In the event retesting is required by Customer, the User Acceptance Testing process will then be repeated.
Customer shall not unreasonably reject or fail to accept the Solution based on any Severity 3 issues, as defined in the table below.
Severity Level Description
1 • System Down (Software Application, Hardware, Operating System, Database)
• Program errors where there is no reasonable alternative available to Customer to continue its business, operations or services utilizing S
oftware
• Incorrect calculation errors impacting 10% of records • Error messages preventing data integration and update • Performance issues of severe nature impacting critical processes • Security Issues
2 • Program errors where there is a reasonable alternative available to Customer to continue its business, operations or services utilizing the Software
• Calculation errors impacting less than one-third of records • Reports calculation issues
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific) 3 • Training questions, how to, or implementing new processes • Aesthetic issues
• Issues where there is a reasonable alternative available to Customer to continue its business, operations or services utilizing the Software for a large majority of the cases
• R
ecommendations for enhancements or system changes
• Questions on documentation
D
uring the Acceptance Testing Period, Customer may in collaboration with SmartWorks , acting reasonably, extend the Acceptance Testing Period, the Correction Period, and the Exp ected Solution DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 43 Acceptance Date (such that the extended Acceptance Testing Period shall expire on the revised Expected Solution Acceptance Date). During the Acceptance Testing Period, Customer should provide written notification to SmartWorks of any deficie ncy of a test result. Any issues identified after the end of the Testing Period will be address by SmartWorks according to the Support and Maintenance agreement.
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5.5. Software Progression and Configuration Management
During the course of the project, updates are performed as described in the table below.
Phase Activities
Operational
Environment
Updates Details
Alpha • Initiation and
Build
Pre-production Configuration Performed on an ongoing basis by SmartWorks Implementation Team. No Customer approval
required.
Software updates Performed on an ongoing basis by SmartWorks Implementation Team. No Customer approval
required.
Software upgrades Not performed without prior agreement between SmartWorks and Customer.
Alpha • Initiation and
Build - Alpha
Testing
Pre-production Configuration Performed to address issues raised as a result of Alpha Testing
Software updates Performed to address issues raised as a result of Alpha Testing
Software upgrades Not performed.
Alpha meters ready for AMI monitoring
Beta • Initiation and
Build
• Analysis
• Development
Pre-production Configuration Performed on an ongoing basis by SmartWorks Implementation Team.
Software updates Performed on an ongoing basis by SmartWorks Implementation Team.
Customer to be notified. Reviewed and approved by
Customer
Software upgrades Not performed without prior agreement between SmartWorks and Customer.
Beta • Testing Pre-production Configuration Performed to address issues raised as a result of UAT.
Software updates Performed to address issues raised as a result of UAT.
Software upgrades Not performed.
Beta • Deployment Pre-production
becomes
Production
Configuration Performed for items related to Go -Live deployment activities.
This system will be used for the Bill Production for
Customer Billing
Beta • Deployment Test instance
created
Configuration Can be p erformed by Customer to test additional configurations for Post Go-Live.
Software updates Not performed, unless exception scenario is encountered.
Requires agreement between SmartWorks and
Customer.
Software upgrades Not performed.
Meter to Cash from CIS enabled in Production as well as Beta modules Transition to Customer Support
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 45 Phase Activities Operational
Environment
Updates Details
Post
Beta
Go-Live
• Customer
Support
Production Configuration See Master Support and Maintenance Agreement.
Applicable to all items included in Beta phase.
Post
Full
Implem
entatio
n (PFI)
• Initiation and
Build
• Analysis
• Development
Test Configuration Performed on an ongoing basis by SmartWorks Implementation Team.
Changes to be performed in coordination between
SmartWorks and Customer.
Software updates Performed on an ongoing basis by SmartWorks Implementation Team.
Customer to be notified, Reviewed and approved by
Customer
Software upgrades Not performed without prior agreement between SmartWorks and Customer.
PFI • Testing Test Configuration Performed to address issues raised as a result of UAT.
Customer to be notified. Reviewed and approved by
Customer
Software updates Performed to address issues raised as a result of UAT.
Customer to be notified. Reviewed and approved by
Customer
Software upgrades Not performed.
PFI • Deployment Production Configuration Promoted from Test after approval from Customer Software updates Promoted from Test after approval from Customer Software upgrades Not performed.
All Compass Modules and integrations contracted under this SOW accepted Full
Deploy
ments
Customer Support All Configuration See Master Support and Maintenance Agreement Software updates See Master Support and Maintenance Agreement Software upgrades See Master Support and Maintenance Agreement *O
nce the Test instance is setup during the Deployment phase, the migration of items (configuration, updates or upgrades) from Test to Production will be evaluated for each scenario and a plan will be agreed upon between Customer and SmartWorks.
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 46
5.6. Customer Resource Involvement
SmartWorks strongly believes that a successful implementation project requires that both Customer and SmartWorks resources work openly and collaboratively towards a common objective. As such, Customer’s involvement will be required through all phases of the implementation project. SmartWorks also believes that the involvement of key Custo mer resources will help with the o rganizational change management activities that are essential to obtain acceptance of the new solution.
T
he factors that will determine the size of Customer’s team includes the following:
• Th
e level and expertise of each of the Customer Project Core Team members; • The ability of Customer Project Manager to make decisions regarding the project; • Whether current job responsibilities will interfere with Core Team responsibilities; • T
he amount of business reengineering that Customer determines is necessary; and • The number of personnel that Customer will use to run their Solution, which in turn affects the amount of training needed.
Based on SmartWorks’ experience with other clients, the following list outlines the anticipated involvement of Customer throughout the implementation project, by phase.
P
hase I: Initiation and Build
1. Work with SmartWorks to develop the Project Schedule.
2. Identify users of the Solution.
3. Complete the Implementation Questionnaire provided by SmartWorks. This questionnaire provides SmartWorks with the technical and environmental details required to configure the SmartWorks Software.
4. Ensure that any third-parties required for the success of this project such as the AMI and CIS vendors have been informed and that they are ready to participate and contribute on an as- required basis.
5. Install VPN connection(s).
6. Assist with ensuring that SmartWorks Software is accessible from within Customer environment.
P
hase II: Analysis
1. Ensure the staff members that have been identified to participate in Discovery Session(s) are available on dates agreed to and scheduled.
P
hase III: Development
1. Provide and ensure all required technical staff are available on dates agreed to and scheduled.
2. Create User Acceptance Testing Plan, including Test scenarios.
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Phase IV: Testing
1. Determine the appropriate staff to be trained.
2. Ensure the staff members that have been identified to participate in the training sessions are available on dates agreed to and scheduled.
3. Assist with Functional / Integrated Testing.
4. Conduct User Acceptance Testing.
5. Log issues in the SmartWorks TeamSupport system (a web-based issue tracking system). The issues logged in TeamSupport will be addressed by SmartWorks Consultants per triage and priority.
6. Assist SmartWorks in developing a Go-Live Plan Document.
Phase V: Deployment
1. Assist in activities as defined within the Go-Live Plan Document.
5.7. Project Completion Criteria
The Implementation Project is deemed complete once the following criteria have been met:
• An agreed upon sample of AMI meters representing different meter types and location classes have been installed and tested during User Acceptance Testing, within the project timeline indicated in section 5.3.
• Solution Acceptance has been given by Customer.
• SmartWorks Software Functionality within scope of this SOW has been deployed for a minimum of thirty (30) calendar days “Post Implementation Grace Period”. • Severity Level 1 issues identified during the Post Implementation Grace Period have been addressed. The Severity Matrix Table presented in section 5.4.1, defines the Severity Level 1 issues.
Customer will be transitioned to support upon completion of the project. Severity Level 2 and 3 issues logged in TeamSupport within the first three (3) weeks of the Post Implementation Grace Period will be reviewed by the Implementation Team prior to the transition to support and if possible, will be addressed prior to the end of the Grace Period. After the transition to support all outstanding Severity Level 2 and 3 issues will be addressed following the Master Support and Maintenance Agreement.
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 48 C ompletion Criteria Summary
Milestone Phase Deliverable/
Completion Criteria
Assumptions/Dependencies
Contract execution Alpha • Agreements signed by all
parties
Software installation Alpha • Pre-production system provisioned • Modules contracted as part of this SOW
enabled (not configured)
• Introduction call between
SmartWorks and Customer
Project Managers held prior
to installation
Kick off Session held Alpha • Team Introduction
• Confirm project planning and review of
Statement of Work
• Initial review of Data Mapping
requirements and implementation
Questionnaire
• Data Mapping requirements
and implementation
Questionnaire have been
presented but will be
updated throughout the
project
Initial DataSync and AMI
integration completed
Alpha • Initial Data Mapping requirements
completed
• Initial Implementation Questionnaire
completed
• DataSync completed for Alpha meters
• AMI data (reads, events) populated in
MDM for Alpha meters
• Remote actions (On-Demand reads,
Remote Disconnect/Connect) configured
for Alpha meters
• Customer provided timely
input for the documentation
presented during Kick Off
• Acceptance only includes
pre-defined Alpha meters
• 3rd parties provided
requested data as per agreed
upon schedule
UAT (Alpha) Alpha • Test results documented by Customer • Severity level 1 tickets have been
addressed
• Initial DataSync and AMI
integration completed for
Alpha meters only
• Compass Overview training
session has been delivered
Delivery of requirements
document
Beta • Discovery Sessions have been held (as
outlined in Section 2.8)
• Initial requirements documents have been
delivered to Customer for review
• Acceptance linked to initial
delivery of documents
Completion of integrations Beta • Alpha and Beta Integration as defined in section 3 of the SOW have been delivered
• Final requirements
documents have been
approved
Completion of Functional
Training
Beta • Software modules as defined in section 2.3
available
• Training as defined in section 2.6 has been
delivered
• Agenda provided ahead of
training
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Milestone Phase Deliverable/
Completion Criteria
Assumptions/Dependencies
Rules Engine Training Beta • Rules Engine Training completed • Agenda provided ahead of training
Completion of UAT Beta • Test results documented by Customer • Severity level 1 tickets have been
addressed
• Test scripts have been
defined
• Customer resources are
available to perform testing
within 10 business days
• Tickets logged after
completion of UAT will not
delay acceptance
Bill Production for Customer
Billing
Beta • 3 billing cycles of actual bill production and
mailing to customer
• UAT completed
• This will take place at the
end of the Beta phase for ~ 3
months of monitoring
Transition to Support Beta • Transition to Support meeting has been held
Discovery (Post Full
Implementation - PFI)
PFI • Post Full Implementation Discovery
Sessions have been held (as outlined in
Section 2.8)
Outage Performance module
ready
PFI • Outage Performance module configured
• Training delivered
• Customer Testing completed
• Requirements have been
approved prior to
configuration
Transformer Loading
Analysis module ready
PFI • Transformer Loading Analysis module
configured
• Training delivered
• Customer Testing completed
• Requirements have been
approved prior to
configuration
Rate and Revenue Analysis
module ready
PFI • Rate and Revenue Analysis module
configured
• Training delivered
• Customer Testing completed
• Requirements have been
approved prior to
configuration
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6. Assumptions
The Services, fees and delivery schedule for this project are based upon the following assumptions:
1. This SOW defines the scope of work for SmartWorks and does not include any work or expenses required from other vendors including GIS, AMI, CIS, etc.
2. This project currently has, and will continue to have, the support of senior Customer management and will be assigned sufficient priority with respect to other projects to ensure its success.
3. Customer will assign a Project Manager to act as an internal resource and guide throughout this project.
4. Customer will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required, provided SmartWorks gives reasonable notice of suc h
r
equest.
5. SmartWorks will provide a written agenda and notice of any prerequisites to prior to any onsite or r
emote sessions.
6. SmartWorks will provide adequate resources to support the efforts to complete the project as schedules and within the constraints of the project budget.
7. SmartWorks will provide the resumes for resources assigned to the project upon ’s request.
8. Customer agrees to facilitate any required logistics between additional vendors, Customer resources and SmartWorks for the fulfillment of this SOW.
9. C
ustomer will secure, as required and in a timely fashion, the assistance and cooperation of third- party vendors (e.g. CIS, AMI, OMS) to ensure a successful implementation. A Change Order may be created if the third-party vendor is unavailable or non-cooperative and as such results in an impact to the schedule or effort.
10. Third-Party vendor solutions are able to provide data required by the SmartWorks Software as well a
s accept information provided by the SmartWorks Software.
11. All third-party software and hardware products are assumed to perform correctly in Customer e
nvironment, in accordance with the appropriate third-party vendor’s specifications.
12. All documentation provided by Customer shall be up-to-date and accurate or if that is not the case, advise SmartWorks as such.
13. All network components supplied by Customer are working properly and are free of defects and will m
eet minimum industry standards provided during the project.
14. To
minimize project costs, the majority of project work will be performed at one of the SmartWorks’ locations except for project activities where onsite is deemed more effective.
15. Customer will provide the appropriate monitored remote access to its network, facilities, and systems as may be required to perform activities from one of SmartWorks’ locations. SmartWorks shall abide by all rules and directions of Customer when accessing Customer’s network, facilities or sy
stems. A Change Order may be created if appropriate remote access to its network is not av
ailable, resulting in project delays.
16. Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the project. Any DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 51 proposed change to the project scope must be put into written format and be submitted to SmartWorks during this project for review and consideration.
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 52
7. Document Acceptance and Sign-off
Accepted on this day by:
City of Palo Alto Utilities N.Harris Computer Corporation (Harris Utilities, SmartWorks)
B
y: ____________________________ By: ______________________________ N
ame: ___________________________ Name: _____________________________ Ti
tle: ___________________________ Title: _____________________________ D
ate: ___________________________ Date: _____________________________ DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 53 APPENDIX A – Change Order Template
Harris Utilities SmartWorks Change Order
T
his document defines the work to be performed by the Harris Utilities, SmartWorks division of N. Harris Computer Corporation (herein referred to as “SmartWorks”) for City of Palo Alto Utilities (herein referred to as “Customer”), upon authorization to proceed from Customer.
D
ate: <Date>
Change Order #: <xx>
C
ustomer: <Customer>
Customer Contact: <Name of Requester/Technical Contact> D
escription of Change: <Title of Change Order>
Related Documents
1. T
his Change Order is subject to the terms and conditions of the Software License Agreement, Support and Maintenance Agreement, Software Implementation Services Agreement and Hosting Services Agreement between City of Palo Alto Utilities and N. Harris Computer Corp. signed <date signed>
2. This Change Order describes a change from the scope or schedule defined in<Statement of W
ork (SOW) details>
3. (other related documents such as Technical Specification Documents) Scope of Change
<D
escribe changes to be made>
Assumptions and Constraints
1. <
List any applicable assumptions/constraints>
Schedule Impact
<
Identify schedule impact, if any>
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 54 Change Order Effort
Description Estimated Effort
(Hours)
Work Description 1 0
Work Description 2 0
Project Total 0
Change Order Fees
Support and Maintenance
Monthly Support & Maintenance fees may be adjusted based on the increased functionality or complexity resulting from this scope of work.
Taxes
Fees exclude any applicable taxes.
Validity
The price estimate is valid for a period of thirty (30) days from the quote submission. Customer may request this date to be extended.
Scope Changes
If there are material changes to the scope or SmartWorks’ understanding of the scope, the price estimate is subject to change.
• The discounted hourly rate for Change Orders during the scope of the implementation project, until the go-live milestone is achieved, will be USD $230.00 • The Support & Maintenance fees may be adjusted accordingly as well.
I
t is expected that once the deliverables included in the Statement of Work have been delivered and the project is closed, all future services (including but not limited to training, customization, consulting) will be delivered using SmartWorks Standard hourly rate applicable at the time of the request for services.
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 55 Change Order Payment Schedule
Customer will be invoiced based on the following payment fees and schedule. All prices are in USD.
Description Payment
(Milestone A TBD) X% $0.00
(Milestone B TBD) X% $0.00
Total 100% $0.00
Additional Annual Support & Maintenance fees
N
otes:
• This fee is intended to cover support and maintenance activities anticipated for new functionality provided in this quote.
• The fee will be applied upon installation in test environment (
or production if a test environment is not available).
• The first-year fee will be pro-rated to align with Customer’s exi
sting maintenance payment schedule.
Annual fees are subject to change as defined in the Support and Maintenance Agreement.
$0.00
I
nvoices are payable on a net 30-day basis.
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 56 Change Order Acceptance and Sign-off
A
signature below will serve as authorization to proceed with the work defined in this document.
P
lease sign and return this document to [Project Manager]:
• Fax: 613-482-4874
• E
mail: [projectmanager]@harriscomputer.com
□ A pproval to Proceed
P
lease provide both an authorized signature for sign-off on this Change Order, and a technical contact where we should be directing Technical Issues.
Print Name (Authorized signature) Signature Date
Name (Technical Contact) e-mail Phone Number
N
. H
arris Computer Corporation
S
martWorks manager authorized to sign this Change Order
____ _____
Print Name (Authorized signature) Signature Date
I
f you have any questions or need further information, please feel free to contact the Project Manager noted above.
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 57 APPENDIX B – Roles and Responsibilities
A
s the AMI and MDMS components of the Project are tightly coupled through integration, and as these components are being implemented concurrently through separate contracts, the following table has been developed to establish mutual obligations and co-dependencies between the services and systems being provided by the respective vendors for these components. This table outlines tasks (including integration services, with specifications listed if already identified) and denotes which parties are the owners ("O") or contributors ("C") of specific activities.
T
he City of Palo Alto shall be ultimately responsible for obtaining and coordinating adequate participation of the AMI vendor to contribute to the listed tasks.
T
he tasks and integrations identified in this table will be superseded by any changes that occur and are mutually agreed -upon by all parties during the kickoff and workshopping tasks outlined i n the SOW.
SmartWorks will not be held liable for non-compliance as a result of the AMI contract not being executed.
Work Category Activity Customer
AMI
Provider
MDMS
Provider
Service Develop Project Schedule. C O C
Service Design meter rate configurations. C O C
Service
Update and finalize AMI
requirements through Design
workshop(s). C O C
Service
Test Plan Development (Alpha Proof
of Concept, Beta Proof of Concept,
and Full Deployment Testing). C O C
Service
Perform integration of the RNI
to/from the MDMS to exchange all
meter event data, reads, and
initiation of remote commands. C O C
Service
Perform Alpha POC testing and
approval. O C C
Service
Perform Beta POC testing and
approval. O C C
Service
Formal System Acceptance Test
Design. C O C
Service
Draft and facilitate approval and
consensus of SAT Definitions. C O C
Integration -
SFTP CMEP Read File C O O
Integration -
SFTP CMEP Voltage File C O O
Integration -
SFTP CMEP Event File C O O
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 58 Work Category Activity Customer
AMI
Provider
MDMS
Provider
Integration -
MultiSpeak 4.1 Real-Time Events C O O
Integration -
MultiSpeak 4.1 On-Demand Read C O O
Integration -
MultiSpeak 4.1 Remote Disconnect C O O
Integration -
MultiSpeak 4.1 Remote Connect C O O
Service
To Kick Off project and establish
successful working relationship C C O
Service
To obtain detailed agreement on
Project Plan C C O
Service Conduct Discovery Sessions C C O
Service
To write associated test cases that
Customer would execute for
acceptance of the Solution O C C
Service Integration Testing C C O
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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www.harrissmartworks.com
APPENDIX C – Billing Determinants
# of
Registes Utility Fact grp
CIS
RateType RateTypeTxt
CY
2021 #
Of
Meters
Interval
CY
2025
est. #
of
meters
CY
2030
est. #
of
meters
AMI to MDM UOM
Note: May not match meter
programming
1 Electric E1 KWH-SM
Residential Electric
Service 24946 15 23846 16946 KWH
1 Electric E1N1 EXP-E1N1
E1N1 Net Meter KWH
Received 1001 15 1001 901 KWH_RCVD
2 Electric E1N1 KWH-E1N1
E1 NEM1 KWH
Delivered 1001 15 1001 901 KWH
1 Electric E1N2 EXP-E1N2
E1N2 Net Meter KWH
Received 228 15 1000 2000 KWH_RCVD
2 Electric E1N2 KWH-E1N2
E1 NEM2 KWH
Delivered 228 15 1000 2000 KWH
E1T N/A 15 100 5000 KWH
1 Electric E1T KW_M-E1
E1T Mid Peak Ele TOU
KW 15 100 5000
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
2 Electric E1T KW_O-E1
E1T Off Peak Ele TOU
KW 15 100 5000
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
3 Electric E1T KW_P-E1
E1T On Peak Ele TOU
KW 15 100 5000
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
4 Electric E1T
KWH_M-
E1
E1T Mid Peak Ele TOU
Kwh 15 100 5000
N/A Calculated by MDM
based on Mid Peak KWH
5 Electric E1T KWH_O-E1
E1T Off Peak Ele TOU
Kwh 15 100 5000
N/A Calculated by MDM
based on Off Peak KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 60 6 Electric E1T KWH_P-E1
E1T On Peak Ele TOU
Kwh 15 100 5000
N/A Calculated by MDM
based on On Peak KWH
E1N1T N/A 100 100 KWH_RCVD
E1N1T N/A 100 100 KWH
1 Electric E1N1T KW_M-E1
E1T Mid Peak Ele TOU
KW Received
15 100 100
N/A Calculated by MDM:
Max 15 Mid Peak
KWH_RCVD * 4
2 Electric E1N1T KW_O-E1
E1T Off Peak Ele TOU
KW Received
15 100 100
N/A Calculated by MDM:
Max 15 Off Peak KWH_RCVD
* 4
3 Electric E1N1T KW_P-E1
E1T On Peak Ele TOU
KW Received
15 100 100
N/A Calculated by MDM:
Max 15 On Peak KWH_RCVD
* 4
4 Electric E1N1T
KWH_M-
E1
E1T Mid Peak Ele TOU
Kwh Received
15 100 100
N/A Calculated by MDM
based on Mid Peak
KWH_RCVD
5 Electric E1N1T KWH_O-E1
E1T Off Peak Ele TOU
Kwh Received
15 100 100
N/A Calculated by MDM
based on Off Peak
KWH_RCVD
6 Electric E1N1T KWH_P-E1
E1T On Peak Ele TOU
Kwh Received
15 100 100
N/A Calculated by MDM
based on On Peak
KWH_RCVD
7 Electric E1N1T KW_M-E1
E1T Mid Peak Ele TOU
KW Delivered 15 100 100
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
8 Electric E1N1T KW_O-E1
E1T Off Peak Ele TOU
KW Delivered 15 100 100
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
9 Electric E1N1T KW_P-E1
E1T On Peak Ele TOU
KW Delivered 15 100 100
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
10 Electric E1N1T
KWH_M-
E1
E1T Mid Peak Ele TOU
Kwh Delivered 15 100 100
N/A Calculated by MDM
based on Mid Peak KWH
11 Electric E1N1T KWH_O-E1
E1T Off Peak Ele TOU
Kwh Delivered 15 100 100
N/A Calculated by MDM
based on Off Peak KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 61 12 Electric E1N1T KWH_P-E1
E1T On Peak Ele TOU
Kwh Delivered 15 100 100
N/A Calculated by MDM
based on On Peak KWH
E1N2T N/A 0 1000 KWH_RCVD
E1N2T N/A 0 1000 KWH
1 Electric E1N2T KW_M-E1
E1N2T Mid Peak Ele
TOU KW Received
15 0 1000
N/A Calculated by MDM:
Max 15 Mid Peak
KWH_RCVD * 4
2 Electric E1N2T KW_O-E1
E1N2T Off Peak Ele TOU
KW Received
15 0 1000
N/A Calculated by MDM:
Max 15 Off Peak KWH_RCVD
* 4
3 Electric E1N2T KW_P-E1
E1N2T On Peak Ele
TOU KW Received
15 0 1000
N/A Calculated by MDM:
Max 15 On Peak KWH_RCVD
* 4
4 Electric E1N2T
KWH_M-
E1
E1N2T Mid Peak Ele
TOU Kwh Received
15 0 1000
N/A Calculated by MDM
based on Mid Peak
KWH_RCVD
5 Electric E1N2T KWH_O-E1
E1N2T Off Peak Ele TOU
Kwh Received
15 0 1000
N/A Calculated by MDM
based on Off Peak
KWH_RCVD
6 Electric E1N2T KWH_P-E1
E1N2T On Peak Ele
TOU Kwh Received
15 0 1000
N/A Calculated by MDM
based on On Peak
KWH_RCVD
7 Electric E1N2T KW_M-E1
E1N2T Mid Peak Ele
TOU KW Delivered 15 0 1000
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
8 Electric E1N2T KW_O-E1
E1N2T Off Peak Ele TOU
KW Delivered 15 0 1000
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
9 Electric E1N2T KW_P-E1
E1N2T On Peak Ele
TOU KW Delivered 15 0 1000
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
10 Electric E1N2T
KWH_M-
E1
E1N2T Mid Peak Ele
TOU Kwh Delivered 15 0 1000
N/A Calculated by MDM
based on Mid Peak KWH
11 Electric E1N2T KWH_O-E1
E1N2T Off Peak Ele TOU
Kwh Delivered 15 0 1000
N/A Calculated by MDM
based on Off Peak KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 62 12 Electric E1N2T KWH_P-E1
E1N2T On Peak Ele
TOU Kwh Delivered 15 0 1000
N/A Calculated by MDM
based on On Peak KWH
1 Electric E2 KWH-SM2
Residential Electric
Service 3133 15 2789 2579 KWH
E2T N/A 15 300 500 KWH
1 Electric E2T
KW_M-
E2T
E2T Mid Peak Ele TOU
KW 15 300 500
N/A Calculated by MDM:
Max 15 Mid Peak KWH * 4
2 Electric E2T KW_O-E2T
E2T Off Peak Ele TOU
KW 15 300 500
N/A Calculated by MDM:
Max 15 Off Peak KWH * 4
3 Electric E2T KW_P-E2T
E2T On Peak Ele TOU
KW 15 300 500
N/A Calculated by MDM:
Max 15 On Peak KWH * 4
4 Electric E2T
KWH_M-
E2T
E2T Mid Peak Ele TOU
Kwh 15 300 500
N/A Calculated by MDM
based on Mid Peak KWH
5 Electric E2T
KWH_O-
E2T
E2T Off Peak Ele TOU
Kwh 15 300 500
N/A Calculated by MDM
based on Off Peak KWH
6 Electric E2T
KWH_P-
E2T
E2T On Peak Ele TOU
Kwh 15 300 500
N/A Calculated by MDM
based on On Peak KWH
1 Electric E2N EXP-E2N
E2 NEM1 KWH
Received 34 15 34 34 KWH_RCVD
2 Electric E2N KWH-E2N
E2N NEM1 KWH
Delivered 34 15 34 34 KWH
E2N1T N/A
E2N1 Net Meter KWH
Received 0 0 KWH_RCVD
E2N1T N/A
E2N1 Net Meter KWH
Delivered 0 0 KWH
1 Electric E2N1T KW_M-E2
E2N1T Mid Peak Ele
TOU KW Received 15 0 0 0 Meters
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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City of Palo Alto Utilities – SmartWorks Statement of Work Page | 63
2 Electric E2N1T KW_O-E2
E2N1T Off Peak Ele TOU
KW Received 15 0 0 0 Meters
3 Electric E2N1T KW_P-E2
E2N1T On Peak Ele
TOU KW Received 15 0 0 0 Meters
4 Electric E2N1T
KWH_M-
E2
E2N1T Mid Peak Ele
TOU Kwh Received 15 0 0 0 Meters
5 Electric E2N1T KWH_O-E2
E2N1T Off Peak Ele TOU
Kwh Received 15 0 0 0 Meters
6 Electric E2N1T KWH_P-E2
E2N1T On Peak Ele
TOU Kwh Received 15 0 0 0 Meters
7 Electric E2N1T KW_M-E2
E2N1T Mid Peak Ele
TOU KW Delivered 15 0 0 0 Meters
8 Electric E2N1T KW_O-E2
E2N1T Off Peak Ele TOU
KW Delivered 15 0 0 0 Meters
9 Electric E2N1T KW_P-E2
E2N1T On Peak Ele
TOU KW Delivered 15 0 0 0 Meters
10 Electric E2N1T
KWH_M-
E2
E2N1T Mid Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
11 Electric E2N1T KWH_O-E2
E2N1T Off Peak Ele TOU
Kwh Delivered 15 0 0 0 Meters
12 Electric E2N1T KWH_P-E2
E2N1T On Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
1 Electric E2N2 EXP-E2N2
E2N2 NEM2 KWH
Received 6 15 10 20 KWH_RCVD
2 Electric E2N2 KWH-E2N2
E2N2 NEM2 KWH
Delivered 6 15 10 20 KWH
E2N2T N/A
E2N2 NEM2 KWH
Received 0 0 KWH_RCVD
E2N2T N/A
E2N2 NEM2 KWH
Delivered 0 0 KWH
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 64 1 Electric E2N2T KW_M-E2
E2N2T Mid Peak Ele
TOU KW Received 15 0 0 0 Meters
2 Electric E2N2T KW_O-E2
E2N2T Off Peak Ele
TOU KW Received 15 0 0 0 Meters
3 Electric E2N2T KW_P-E2
E2N2T On Peak Ele
TOU KW Received 15 0 0 0 Meters
4 Electric E2N2T
KWH_M-
E2
E2N2T Mid Peak Ele
TOU Kwh Received 15 0 0 0 Meters
5 Electric E2N2T KWH_O-E2
E2N2T Off Peak Ele
TOU Kwh Received 15 0 0 0 Meters
6 Electric E2N2T KWH_P-E2
E2N2T On Peak Ele
TOU Kwh Received 15 0 0 0 Meters
7 Electric E2N2T KW_M-E2
E2N2T Mid Peak Ele
TOU KW Delivered 15 0 0 0 Meters
8 Electric E2N2T KW_O-E2
E2N2T Off Peak Ele
TOU KW Delivered 15 0 0 0 Meters
9 Electric E2N2T KW_P-E2
E2N2T On Peak Ele
TOU KW Delivered 15 0 0 0 Meters
10 Electric E2N2T
KWH_M-
E2
E2N2T Mid Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
11 Electric E2N2T KWH_O-E2
E2N2T Off Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
12 Electric E2N2T KWH_P-E2
E2N2T On Peak Ele
TOU Kwh Delivered 15 0 0 0 Meters
1 Electric E4 KWH-E4
E4 Medium Comm Elec
Ser Kwh 859 5 859 859 KWH
2 Electric E4 KVARH-E4
E4 Medium Comm Elec
Ser Kvarh 859 5 859 859 KVRAH
3 Electric E4 KW-E4
E4 Medium Comm Elec
Ser KW 859 5 859 859
Calculated by MDM: Rolling
Demand
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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C
ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 65 E4T N/A 5 5 10 KWH
E4T N/A 5 5 10 KVARh
1 Electric E4T KW_M-E4T
E4T Mid Peak Ele TOU
KW 0 5 5 10
Calculated by MDM: Rolling
Demand – Mid Peak
2 Electric E4T KW_O-E4T
E4T Off Peak Ele TOU
KW 0 5 5 10
Calculated by MDM: Rolling
Demand – Mid Peak
3 Electric E4T KW_P-E4T
E4T On Peak Ele TOU
KW 0 5 5 10
Calculated by MDM: Rolling
Demand – Mid Peak
4 Electric E4T
KWH_M-
E4T
E4T Mid Peak Ele TOU
Kwh 0 5 5 10
N/A Calculated by MDM
based on Mid Peak KWH
5 Electric E4T
KWH_O-
E4T
E4T Off Peak Ele TOU
Kwh 0 5 5 10
N/A Calculated by MDM
based on Off Peak KWH
6 Electric E4T
KWH_P-
E4T
E4T On Peak Ele TOU
Kwh 0 5 5 10
N/A Calculated by MDM
based on On Peak KWH
7 Electric E4T
KVARh_M-
E4T
E4T Mid Peak Ele TOU
KVARh 0 5 5 10
N/A Calculated by MDM
based on Mid Peak KVARh
8 Electric E4T
KVARh_O-
E4T
E4T Off Peak Ele TOU
KVARh 0 5 5 10
N/A Calculated by MDM
based on Off Peak KVARh
9 Electric E4T
KVARh_P-
E4T
E4T On Peak Ele TOU
KVARh 0 5 5 10
N/A Calculated by MDM
based on On Peak KVARh
Electric E4N N/A 5 44 44 KWH_RCVD
Electric E4N N/A 5 44 44 KVARh_RCVD
Electric E4N N/A 5 44 44 KWH
Electric E4N N/A 5 44 44 KVARh
1 Electric E4N KWH-E4N
E4 Medium Comm Elec
Ser Kwh_RCVD 44 5 44 44 KWH_RCVD
2 Electric E4N KVR-E4N
E4 Medium Comm Elec
Ser Kvarh_RCVD 44 5 44 44 KVarh_RCVD
3 Electric E4N KW-E4N
E4 Medium Comm Elec
Ser KW_RCVD 44 5 44 44
N/A Calculated by MDM:
Rolling Demand
DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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City of Palo Alto Utilities – SmartWorks Statement of Work Page | 66
4 Electric E4N KWH-E4N
E4 Medium Comm Elec
Ser Kwh_Delivered 44 5 44 44 KWH
5 Electric E4N KVR-E4N
E4 Medium Comm Elec
Ser Kvarh_Delivered 44 5 44 44 KVARh
6 Electric E4N KW-E4N
E4 Medium Comm Elec
Ser KW_Delivered 44 5 44 44
N/A Calculated by MDM:
Rolling Demand
1 Electric E4N2 EXP-E4N2 E4 NEM2 KWH Exported 1 5 1 1 KWH_RCVD 2 Electric E4N2 KW-E4N2 E4 NEM2 KW Exported 1 5 1 1
N/A Calculated by MDM
based on KWH_RCVD
3 Electric E4N2 KWH-E4N2
E4 NEM2 KWH
Consumed 1 5 1 1 KWH
4 Electric E4N2 KW-E4N2 E4 NEM2 KW Consumed 1 5 1 1
N/A Calculated by MDM
based on KWH
E4N2T N/A 0 5 KWH_RCVD
E4N2T N/A 0 5 KWH
E4N2T N/A 0 5 KVARH
1 Electric E4N2T
KW_M-
E4N2T
E4N2T Mid Peak Ele
TOU KW Received 5 0 5
N/A Calculated by MDM:
Rolling Demand – Mid Peak
2 Electric E4N2T
KW_O-
E4N2T
E4N2T Off Peak Ele TOU
KW Received 5 0 5
N/A Calculated by MDM:
Rolling Demand – Off Peak
3 Electric E4N2T
KW_P-
E4N2T
E4N2T On Peak Ele
TOU KW Received 5 0 5
N/A Calculated by MDM:
Rolling Demand – On Peak
4 Electric E4N2T
KWH_M-
E4N2T
E4N2T Mid Peak Ele
TOU Kwh Received
5 0 5
N/A Calculated by MDM
based on Mid Peak
KWH_RCVD
5 Electric E4N2T
KWH_O-
E4N2T
E4N2T Off Peak Ele TOU
Kwh Received
5 0 5
N/A Calculated by MDM
based on Off Peak
KWH_RCVD
6 Electric E4N2T
KWH_P-
E4N2T
E4N2T On Peak Ele
TOU Kwh Received
5 0 5
N/A Calculated by MDM
based on On Peak
KWH_RCVD
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C
ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 67 7 Electric E4N2T
KW_M-
E4N2T
E4N2T Mid Peak Ele
TOU KW Delivered 5 0 5
N/A Calculated by MDM:
Rolling Demand – Mid Peak
8 Electric E4N2T
KW_O-
E4N2T
E4N2T Off Peak Ele TOU
KW Delivered 5 0 5
N/A Calculated by MDM:
Rolling Demand – Off Peak
9 Electric E4N2T
KW_P-
E4N2T
E4N2T On Peak Ele
TOU KW Delivered 5 0 5
N/A Calculated by MDM:
Rolling Demand – On Peak
10 Electric E4N2T
KWH_M-
E4N2T
E4N2T Mid Peak Ele
TOU Kwh Delivered 5 0 5
N/A Calculated by MDM
based on Mid Peak KWH
11 Electric E4N2T
KWH_O-
E4N2T
E4N2T Off Peak Ele TOU
Kwh Delivered 5 0 5
N/A Calculated by MDM
based on Off Peak KWH
12 Electric E4N2T
KWH_P-
E4N2T
E4N2T On Peak Ele
TOU Kwh Delivered 5 0 5
N/A Calculated by MDM
based on On Peak KWH
13 Electric E4N2T
KVARH_M-
E4N2T
E4N2T Mid Peak Ele
TOU KVARh 5 0 5
N/A Calculated by MDM
based on Mid Peak KVARh
14 Electric E4N2T
KVARH_O-
E4N2T
E4N2T Off Peak Ele TOU
KVARh 5 0 5
N/A Calculated by MDM
based on Off Peak KVARh
15 Electric E4N2T
KVARH_P-
E4N2T
E4N2T On Peak Ele
TOU KVARh 5 0 5
N/A Calculated by MDM
based on On Peak KVARh
1 Electric E7 KVARH-E7
E7 Large Comm Elec Ser
Kvarh 62 5 62 62 KVARh
2 Electric E7 KW-E7
E7 Large Comm Elec Ser
KW 62 5 62 62
N/A Calculated by MDM
based on KWH
3 Electric E7 KWH-E7
E7 Large Comm Elec Ser
Kwh 62 5 62 62 KWH
1 Electric E7N KVR-E7N
E7 NEM1 Large Comm
Elec Ser Kvarh Received 8 5 8 15 KVARh_RCVD
2 Electric E7N KW-E7N
E7 NEM1 Large Comm
Elec Ser KW Received 8 5 8 15
N/A Calculated by MDM
based on KWH_RCVD
3 Electric E7N KWH-E7N
E7 NEM1 Large Comm
Elec Ser Kwh Received 8 5 8 15 KWH_RCVD
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C
ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 68 4 Electric E7N
KAVRH-
E7N
E7 NEM1 Large Comm
Elec Ser Kvarh
Delivered 8
5 8 15 KVARh
5 Electric E7N KW-E7N
E7 NEM1 Large Comm
Elec Ser KW Delivered 8 5 8 15
N/A Calculated by MDM
based on KWH
6 Electric E7N KWH-E7N
E7 NEM1 Large Comm
Elec Ser Kwh Delivered 8 5 8 15 KWH
1 Electric E7N2
KVARH-
E7N2
E7 NEM2 Large Comm
Elec Ser Kvarh Received 5 0 0 KVARh_RCVD
2 Electric E7N2 KW-E7N2
E7 NEM2 Large Comm
Elec Ser KW Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
3 Electric E7N2 KWH-E7N2
E7 NEM2 Large Comm
Elec Ser Kwh Received 5 0 0 KWH_RCVD
4 Electric E7N2
KVARH-
E7N2
E7 NEM2 Large Comm
Elec Ser Kvarh
Delivered
5 0 0 KVARh
5 Electric E7N2 KW-E7N2
E7 NEM2 Large Comm
Elec Ser KW Delivered 5 0 0
N/A Calculated by MDM
based on KWH
6 Electric E7N2 KWH-E7N2
E7 NEM2 Large Comm
Elec Ser Kwh Delivered 5 0 0 KWH
E7T N/A 2 5 KWH
E7T N/A 2 5 KVARh
1 Electric E7T KW_M-E7
E7T Mid Peak Ele TOU
KW 2 5 2 5
N/A Calculated by MDM:
Rolling Demand – Mid Peak
2 Electric E7T KW_O-E7
E7T Off Peak Ele TOU
KW 2 5 2 5
N/A Calculated by MDM:
Rolling Demand – Off Peak
3 Electric E7T KW_P-E7
E7T On Peak Ele TOU
KW 2 5 2 5
N/A Calculated by MDM:
Rolling Demand – On Peak
4 Electric E7T
KWH_M-
E7
E7T Mid Peak Ele TOU
Kwh 2 5 2 5
N/A Calculated by MDM
based on KWH
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C
ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 69 5 Electric E7T KWH_O-E7
E7T Off Peak Ele TOU
Kwh 2 5 2 5
N/A Calculated by MDM
based on KWH
6 Electric E7T KWH_P-E7
E7T On Peak Ele TOU
Kwh 2 5 2 5
N/A Calculated by MDM
based on KWH
7 Electric E7T
KVARh_M-
E7T
E7T Mid Peak Ele TOU
KVARh 0 5 2 5
N/A Calculated by MDM
based on KVARh
8 Electric E7T
KVARh_O-
E7T
E7T Off Peak Ele TOU
KVARh 0 5 2 5
N/A Calculated by MDM
based on KVARh
9 Electric E7T
KVARh_P-
E7T
E7T On Peak Ele TOU
KVARh 0 5 2 5
N/A Calculated by MDM
based on KVARh
1 Electric E7T (PF) KW_M-E7
E7T Mid Peak Ele TOU
KW
5 0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
2 Electric E7T (PF) KW_O-E7
E7T Off Peak Ele TOU
KW
5 0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
3 Electric E7T (PF) KW_P-E7
E7T On Peak Ele TOU
KW
5 0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
4 Electric E7T (PF)
KWH_M-
E7
E7T Mid Peak Ele TOU
Kwh
5 0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
5 Electric E7T (PF) KWH_O-E7
E7T Off Peak Ele TOU
Kwh
5 0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
6 Electric E7T (PF) KWH_P-E7
E7T On Peak Ele TOU
Kwh
5 0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
7 Electric E7T (PF)
KVARH_M-
E7
E7T Mid Peak Ele TOU
KVARh
5 0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
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C
ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 70 8 Electric E7T (PF)
KVARH_O-
E7
E7T Off Peak Ele TOU
KVARh
5 0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
9 Electric E7T (PF)
KVARH_P-
E7
E7T On Peak Ele TOU
KVARh
5 0 0
CIS calculates the PF based
on KWH and KVARH and
max KW register reads
Electric E7N2T N/A KWH_RCVD
Electric E7N2T N/A KWH
Electric E7N2T N/A KVarh
1 Electric E7N2T
KW_M-
E7N2T
E7N2T Mid Peak Ele
TOU KW Received 5 0 0
N/A Calculated by MDM:
Rolling Demand – Mid Peak
2 Electric E7N2T
KW_O-
E7N2T
E7N2T Off Peak Ele TOU
KW Received 5 0 0
N/A Calculated by MDM:
Rolling Demand – Off Peak
3 Electric E7N2T
KW_P-
E7N2T
E7N2T On Peak Ele
TOU KW Received 5 0 0
N/A Calculated by MDM:
Rolling Demand – On Peak
4 Electric E7N2T
KWH_M-
E7N2T
E7N2T Mid Peak Ele
TOU Kwh Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
5 Electric E7N2T
KWH_O-
7N2T
E7N2T Off Peak Ele TOU
Kwh Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
6 Electric E7N2T
KWH_P-
E7N2T
E7N2T On Peak Ele
TOU Kwh Received 5 0 0
N/A Calculated by MDM
based on KWH_RCVD
7 Electric E7N2T
KW_M-
E7N2T
E7N2T Mid Peak Ele
TOU KW Delivered 5 0 0
N/A Calculated by MDM:
Rolling Demand – Mid Peak
8 Electric E7N2T
KW_O-
E7N2T
E7N2T Off Peak Ele TOU
KW Delivered 5 0 0
N/A Calculated by MDM:
Rolling Demand – Off Peak
9 Electric E7N2T
KW_P-
E7N2T
E7N2T On Peak Ele
TOU KW Delivered 5 0 0
N/A Calculated by MDM:
Rolling Demand – On Peak
10 Electric E7N2T
KWH_M-
E7N2T
E7N2T Mid Peak Ele
TOU Kwh Delivered 5 0 0
N/A Calculated by MDM
based on KWH
11 Electric E7N2T
KWH_O-
E7N2T
E7N2T Off Peak Ele TOU
Kwh Delivered 5 0 0
N/A Calculated by MDM
based on KWH
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C
ity of Palo Alto Utilities – SmartWorks Statement of Work Page | 71 12 Electric E7N2T
KWH_P-
E7N2T
E7N2T On Peak Ele
TOU Kwh Delivered 5 0 0
N/A Calculated by MDM
based on KWH
13 Electric E7N2T
KVARH_M-
E7N2T
E7N2T Mid Peak Ele
TOU KVarh Delivered 5 0 0
N/A Calculated by MDM
based on KVARh
14 Electric E7N2T
KVARH_O-
E7N2T
E7N2T Off Peak Ele TOU
KVarh Delivered 5 0 0
N/A Calculated by MDM
based on KVARh
15 Electric E7N2T
KVARH_P-
E7N2T
E7N2T On Peak Ele
TOU KVarh Delivered 5 0 0
N/A Calculated by MDM
based on KVARh
N/A
Voltage (not for the
purpose of billing) 300 VOL
1 Gas
G1
Residential THERMS Therms 21872 60 21872 21872 CCF
1 Gas
G2
Commerical THERMS Therms 2286 60 2286 2286 CCF
1 Gas
G3
Industrial THERMS Therms 34 60 34 34 CCF
1 Water
W1
Register CCF Water Consumption 20356 60 20356 20356 CCF 1 Water
W2
Register CCF W2 HI 300 60 300 300 CCF
2 Water
W2
Register CCF W2 LO 300 60 300 300 CCF
1 Water
W3
Register CCF W3 HI 3 60 3 3 CCF
2 Water
W3
Register CCF W3 LO 3 60 3 3 CCF
3 Water
W3
Register CCF W3 FIRE 3 60 3 3 CCF
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City of Palo Alto Utilities – SmartWorks Statement of Work Page | 72
Total
79,165
83,414
128,044
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Schedule “D”
S
upport Services
SmartWorks Support Services
The Schedule D describes the Support Services included in this Subscription Agreement and more specifically, a listing of ticket priorities, an outline of SmartWorks’ escalation procedures and related details. For the purposes of this Schedule D, “SmartWorks Services” means the Services and the Software Services.
SmartWorks reserves the right to make modifications to this document as required.
Last Updated: July 21, 2020
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Contents
Standard Support and Maintenance Services – Guidelines ...........................
Customer Responsibilities ..............................................................................
Solution Updates ............................................................................................
Billable Support Services ................................................................................
Test Databases and Environments .................................................................
Operations ......................................................................................................
Hours ..............................................................................................................
Holiday Schedule ………… …………………………………………………………………………………………………………………………
Ticket Process .................................................................................................
Ticket Priorities ...............................................................................................
Response Times ..............................................................................................
Escalation Process ..........................................................................................
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STANDARD SUPPORT AND MAINTENANCE SERVICES – GUIDELINES
The support services listed below (“Support Services”) are included in the SmartWorks Services. • Support for the SmartWorks Services as provided by the SmartWorks professional services group includes:
The SmartWorks Services and all default functionality The SmartWorks Services side of the interfaces with other third party systems, as implemented by our pro
fessional services consultants
Customized rules developed by professional services staff. Rules developed or modified by the Customer are not supported through the standard Support Services. The integrity of the data within the SmartWorks Services, to the extent that the SmartWorks Services has manipulated it. The SmartWorks Services is not responsible for the completeness or accuracy of the d
ata originating in third party systems (e.g. AMI, CIS, etc.) Advice on VEE parameter settings and processes, however the VEE settings themselves are the re
sponsibility of the Customer
• SmartWorks will create and install software updates (release notes will be available upon request and on the Customer Hub) that may include:
Defect corrections (as warranted)
- Planned enhancements
- State (Provincial) and/or Federal mandated changes (charges may exist depending on scope) - From time to time, we will provide software upgrades (note that there may be charges in implementation depending on the scope of services)
• SmartWorks will troubleshoot customer issues and provide recommendations for resolution • SmartWorks will deploy performance monitoring tools
• SmartWorks will provide remote training on subjects of limited scope. As a rule of thumb, a subject of limited scope can be addressed in about 15 minutes over the phone. If a customer makes numerous training requests in a short period of time, we may deem the training requests to be of a broad nature. • HealthWatch - Online Diagnostics
HealthWatch rules will collect data and alert Support Services when specific thresholds have been met (e.g. disk space limit reached, no interval data for two days, etc.) SmartWorks will proactively monitor your solution to identify small issues before they become big problems using our HealthWatch tool. Depending on the nature of the issue, we may either alert you or attempt to address the issue ourselves.
If customer decides to opt-out of HealthWatch, charges may apply. • Customer Care Program. On a periodic basis, SmartWorks will share useful information regarding the use o f
y
our SmartWorks Services modules through one or more of the following methods:
Support Bulletins
Communication on new products and services
On-site visits (as required)
Webinars
Surveys
Knowledge Base
• If requested, provide an Outstanding Tickets Report with conference call • A
bility to attend the annual customer conference (attendance fees apply) • Opportunity to participate in BETA programs at our discretion DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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• SmartWorks shall provide an online ticketing system with the following features:
Ability to log and close tickets
Ability to view and update tickets
Ability to update contact information
Access to published documentation
Access to support knowledge base
Ability to report on metrics
• 800 Toll Free Telephone Support
Out-of-Scope Services, as defined and set out in Exhibit I are not included in the Support Services. Additional fees shall apply to Out-of-Scope services.
Customer Responsibilities
In order to effectively provide our support services, the Customer is responsible for the following items:
• Customer shall notify SmartWorks of suspected defects in the Services. Customer shall provide, upon SmartWorks request, additional data deemed necessary or desirable by SmartWorks to reproduce the environment in which such defect occurred.
• Customer shall ensure that its personnel are, at relevant stages of the project, educated and trained in the proper use of Services in accordance with applicable SmartWorks manuals and instructions. If Customer’s personnel are not properly trained as mutually determined by SmartWorks and Customer, Customer agrees that such personnel will be trained by SmartWorks or Customer within fifteen (15) days of determination. If Customer desires SmartWorks to perform the required training then SmartWorks shall be compensated in accordance with this Agreement.
• Customer shall establish proper backup procedures necessary to replace critical Customer data in the event of loss or damage to such data from any cause. Customer shall provide SmartWorks with access to qualified functional or technical personnel to aid in diagnosis and to assist in repair of the Software in the event of error, defect or malfunction.
• Customer shall have the sole responsibility for:
The performance of any tests it deems necessary prior to the use of the Services. Assuring proper Customer computer system installation, configuration, verification, audit controls and operating methods.
Implementing proper procedures to assure security and accuracy of input and output and restart and recovery in the event of malfunction.
Timely upgrade and keeping current all third party license releases and/or Third Party Components to meet the requirements of the SmartWorks Services.
• Customer is responsible for the data quality, completeness, and availability from 3rd party applications on which SmartWorks product relies.
• Customer shall be responsible for rules created and/or edited by Customer staff. • Customer shall be solely responsible for all VEE parameters settings, the regular monitoring of validation failures, and the rectification of any validation failures.
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SOLUTION UPDATES
SmartWorks will make software updates relevant to the Services available from time to time. When an update is available, SmartWorks will make an announcement to its customers.
BILLABLE SUPPORT SERVICES
The services listed below are services that are out of scope of your Support Services and are therefore considered billable services.
• Provision of remote or on-site training on subjects of broad scope • New interfaces or connections to non-SmartWorks (or third party) applications • Creation of test instances
• Custom modifications (e.g. rules, reports, new data, etc.) • Data conversions and global modification to setup table data • Database maintenance, repairs and optimization, refreshes, backups, restores • Extended Hardware and Operating System support
• Upgrades and support of third party software (e.g. database software, OS, web server, etc.) • Installations and/or re-installations of software solution • Support for rules, reports, database procedures, or screens developed by, or modified by, the Customer • Cleansing or re-processing of data originating from a third party system (e.g. AMI, CIS, etc.)
Note: If customer purchases a billable service with a maintenance fee such as the ones listed above, the Customer is responsible for supporting these items.
Test Databases and Environments
SmartWorks support customers in the maintenance of independent test environments for testing purposes.
This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios without risking any potentially unwanted changes to the live environment. The creation of test databases and Environments is a billable service; quotations and incremental maintenance rates will be provided on request.
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OPERATIONS
Hours
Our standard Support Services hours are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding designated statutory holidays. Weekend assistance is available, but must be scheduled in advance, and in most cases is billable.
Holiday Schedule
Below is a listing of statutory holidays. Please note that Support Services will be closed on designated days as outlined below.
New Year’s Eve Early Closure (noon EST)
New Year’s Day Closed
President’s Day (USA) /Family Day (Canada) Closed
Victoria Day (Canada) Closed
Labor Day Closed
Canada Day (Canada) Closed
Thanksgiving Day (Canada) Closed
Christmas Eve Early Closure (noon EST)
Christmas Day Closed
Boxing Day (Canada) Closed
Ticket Process
All issues or questions reported to support are tracked via a TeamSupport Customer Hub ticket. SmartWorks Support Services analysts cannot provide assistance unless a support ticket is logged. The use of a TeamSupport ticket allows us to track the resolution of your issues. In addition it allows measurement of activities for proper forecasting of staffing requirements. SmartWorks’ current process for logging tickets includes the following:
TeamSupport Customer Hub (via website), email, phone and fax. • Ticket must contain at a minimum: Customer name, contact person, module and/or menu selection, nature of issue, detailed description of question or issue and any other pertinent information. • SmartWorks’ Support Services or Support Services analysts will provide with a ticket id to track issue and Customer ticket will be logged into SmartWorks’ support tracking database. • Ticket will be stored in a queue and the first available support representative will be assigned to deal with Customer’s issue.
• As assigned support representative investigates issue, Customer will be notified of status updates, actions and a resolution plan via the support ticketing system. If additional information is required, Customer will be contacted by the assigned support representative to supply the information required. • All correspondence and actions associated with Customer ticket will be tracked against ticket ID in SmartWorks’ support database. At any time, Customer may log onto our website to see status of ticket.
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• Once issue has been resolved, the ticket will be set to a “Resolved” status. Customer will then have time to evaluate the resolution and provide feedback. Once Customer is satisfied that the issue has been addressed, Customer will then close the ticket. SmartWorks will endeavour to provide w adequate time to evaluate the resolution. However, SmartWorks will close a ticket if no feedback is received within 24 hours. Customer will always be notified of a pending or actual ticket closure. Customer will have the option of re-opening the ticket if needed.
• Once ticket has been closed, Customer will receive an automated notification by email. This email will contain the entire event history of the ticket from the time it was created and leading up to the resolution of the ticket. Customer has option of viewing both open and closed tickets, via SmartWorks’ website. • If issue requires escalation to a development resource or programmer for resolution, issue will be forwarded to SmartWorks development team. Ticket will remain open until development team provides a response. If a development item opens, Customer will be provided with a development tracking number upon request.
Issues escalated to development will be scheduled for resolution and may not be resolved immediately depending on the nature and complexity of the issue. If an issue is determined to be an enhancement or feature, Support Services personnel will log a ticket in SmartWorks’ product management queue and will notify Customer when a release has been made available. • Customer may contact the support department for a status update on development issues.
Ticket Priorities
SmartWorks Support Services is based on three ticket priorities: 1(high/critical), 2(medium), and 3(low). The criteria used to establish a ticket priority are as follows:
Priority Level Description
1 • System Down (Software Application, Hardware, Operating System, Database) • Program errors without workarounds
• Incorrect calculation errors impacting one-third of records • Error messages preventing data integration and update • Performance issues of severe nature impacting critical processes • Security Issues
Note: in most cases issues affecting a test environment only will not be considered a priority of 1
2 • System errors that have workarounds
• Calculation errors impacting less than one-third of records • Reports calculation issues
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific)
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3 • Training questions, how to, or implementation of new processes • Aesthetic issues
• Issues where a workaround is available for a large majority of cases • Recommendations for enhancements on system changes
• Questions on documentation
• Test environment issues or questions
Response Times
Response times will vary and are dependent on the priority of the ticket. SmartWorks will make its best efforts to ensure that incoming tickets are dealt with in the order that they are received, however, tickets will be escalated based on the urgency of the issue reported. If a support ticket is logged during standard operating hours, SmartWorks response times are as follows:
Priority Initial Response Time* R&D Response Time from Escalation Update Frequency 1 Within 4 hours Same day Every 2 business days
2 Within 8 hours Within one week Every 5 business days
3 Within 24 hours Within 3 weeks Every 10 business
days
*During Business Hours
Example:
- Priority 1 Support Ticket received Monday January 2 at 10 am >> Support Analyst responds Monday January 2 by noon >> Support Analyst sends update Monday January 2.
- Priority 1 Support Ticket received Monday January 2 at 9 PM >> Support Analyst responds Tuesday January 3 by noon >> Support Analyst sends update Tuesday January 3.
Escalation Process
SmartWorks will endeavour to provide a satisfying and positive Support Services experience. However, if at any time Customer is not completely satisfied with the resolution of an issue, Customer is encouraged to escalate within Support Services, as follows:
Level 1: Customer ticket’s assigned Support Services Analyst Level 2: Team Lead, Support Services
Level 3: Manager, Support Services
Level 4: Executive Vice President, SmartWorks
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EXHIBIT I
OUT-OF-SCOPE SUPPORT SERVICES
“Out-Of-Scope Services” means the following services, which shall be more particularly described in and delivered pursuant to a Change Order:
• Troubleshooting and analysis that ought to have been performed by Customer through reference to documentation (Support Resources).
• Services associated with configuring, testing and deploying an update or upgrade in any of Customer’s systems.
• Services related to Third Party IaaS/PaaS integration performed at the Customer’s site. • Any other excluded Support Services as SmartWorks may determine from time to time.
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Schedule “E”
Security
1. Harris shall store and process Data in accordance with industry standard practices.
2. Response to Legal Orders, Demands or Requests for Data.
a. Where permitted by law SmartWorks shall:
i. Promptly notify the Customer of any subpoenas, warrants, or other legal orders, demands or requests received by SmartWorks seeking Data;
ii. Consult with the Customer regarding its response;
iii. Cooperate with the Customer’s reasonable requests, at Customer’s expense, in connection with efforts by the Customer to intervene and quash or modify the legal order, demand or request; and
iv. Upon the Customer’s request, provide the Customer with a copy of its response.
b. If the Customer receives a subpoena, warrant, or other legal order, demand (“requests”) or request seeking Data maintained by SmartWorks , Customer will promptly provide a copy of the request to SmartWorks. SmartWorks will, where permitted by law, promptly supply Customer with copies of records or information required for the Customer to respond, and will cooperate with Customer’s reasonable requests, and at Customer’s expense, in connection with its response.
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Schedule “F”
Third Party Software
(To be completed, if required)
Not Applicable
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EXHIBIT “G”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL
INJURY, BROAD FORM PROPERTY DAMAGE
BLANKET CONTRACTUAL,
PRODUCTS/COMPLETED OPERATIONS AND FIRE
LEGAL LIABILITY
BODILY INJURY
PROP
ERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$2,000,000
$2,000,000
$2,000,000
YES TECHNOLOGY ERRORS AND OMISSIONS
LIABILITY COVERAGE. THE POLICY SHALL AT A
MINIMUM COVER PROFESSIONAL MISCONDUCT
OR LACK OF REQUISITE SKILL FOR THE
PERFORMANCE OF SERVICES DEFINED IN THE
CONTRACT AND SHALL ALSO PROVIDE
COVERAGE FOR THE FOLLOWING RISKS:
(i) NETWORK SECURITY LIABILITYARISING
FROM UNAUTHORIZED ACCESS TO, USE OF, OR
TAMPERING WITH COMPUTERS OR COMPUTER
SYSTEMS, INCLUDING HACKERS, EXTORTION,
AND
(ii) LIABILITY ARISING FROM
INTRODUCTION OF ANY FORM OF MALICIOUS
SOFTWARE INCLUDING COMPUTER VIRUSES
INTO, OR OTHERWISE CAUSING DAMAGE TO
THE CITY’S OR THIRD PERSON’S COMPUTER,
COMPUTER SYSTEM, NETWORK, OR SIMILAR
COMPUTER RELATED PROPERTY AND THE DATA,
SOFTWARE AND PROGRAMS THEREON.
CONTRACTOR SHALL MAINTAIN IN FORCE
DURING THE FULL LIFE OF THE CONTRACT.
THE
POLICY SHALL PROVIDE COVERAGE FOR
BREACH RESPONSE COSTS AS WELL AS
REGULATORY FINES AND PENALTIES AS WELL AS
CREDIT MONITORING EXPENSES WITH LIMITS
SUFFICIENT TO RESPOND TO THESE
OBLIGATIONS.
ALL DAMAGES $2,000,000 $2,000,000
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YES
CYBER AND PRIVACY INSURANCE.
SUCH INSURANCE SHALL INCLUDE COVERAGE
FOR LIABILITY ARISING FROM
COVERAGE IN AN
AMOUNT SUFFICIENT TO COVER THE FULL
REPLACEMENT VALUE OF DAMAGE TO,
ALTERATION OF, LOSS OF, THEFT,
DISSEMINATION OR DESTRUCTION OF
ELECTRONIC DATA AND/OR USE OF
CONFIDENTIAL INFORMATION, “PROPERTY” OF
THE CITY OF PALO ALTO THAT WILL BE IN THE
CA
RE, CUSTODY, OR CONTROL OF VENDOR,
INFORMATION INCLUDING BUT NOT LIMITED
TO, BANK AND CREDIT CARD ACCOUNT
INFORMATION OR PERSONAL INFORMATION,
SUCH AS NAME, ADDRESS, SOCIAL SECURITY
NUMBERS, PROTECTED HEALTH INFORMATION
OR OTHER PERSONAL IDENTIFICATION
INFORMATION, STORED OR
TRAMSITTED IN
ELECTRONIC FORM, SUBJECT TO TERMS,
CONDITIONS, LIMITATIONS AND
EXCLUSIONS
OF POLICY
ALL DAMAGES $2,000,000 $2,000,000
YES
AUTOMOBILE LIABILITY, ALL OWNED THIRD PARTY LIABILITY-ANY AUTO
PERSONAL INJURY
PROTECTION AUTO SUBJECT
TO NO FAULT
AUTO MEDICAL PAYMENTS
OWN
ED PRIVATE PASSENGER
AUTOS
UNINSURED/UNDERINSURED
MOTORIST COVERAGE
PHYSICAL DAMAGE COLLISION
AND COMPREHENSIVE
$1,000,000
STATUTORY
$5,000
$1,000,000
STATUTORY
$5,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS
AND OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES
LY CONTRACTOR AND ITS
NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES OR GRANTING ADDITIONAL INSURED STATUS BY POLICY ENDORSEMENT.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY, AS APPLICABLE.
II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE
AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
YES
ACTUAL VALUE ACTUAL VALUE
$1,000,000 $1,000,000
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THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE
POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED
AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE
NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY WRITTEN NOTICE OF CANCELLATION AS SOON AS REASONABLY PRACTICABLE .
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CI TY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE
AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO 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 DocuSign Envelope ID: 767E277F-989A-4AEC-8401-82DB2A4E2400
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City of Palo Alto
Information Security
Document Version: V2.5 [11/01/2012]
Doc: InfoSec 110