Palo Alto City Council
December 5, 2022

1 City Council
Special Meeting
Monday, December 5, 2022
5:00 PM
Council Chamber & Virtual

AMENDED AGENDA
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. Masks are strongly encouraged if attending in person.

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.

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.

REVISED PUBLIC COMMENTS
Public Comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to city.council@cityofp aloalto.org and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your email subject line.

PowerPoints, videos, or other media to be presented during publi c comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the City Clerk will have them shared at public comment for the specified item. To uphold st rong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted. 2 Special Meeting December 5, 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.

CALL TO ORDER
SPECIAL ORDER OF THE DAY (5:00 -5:10 PM)
AA1. Neighbors Abroad Presentation: Sister City Mayor Ando of Tsuchiura, Japan
STUDY SESSION (5:10 – 6:30 PM)
AA2. Study Session to Receive an Update on the Santa Clara County’s Effort to Update the Stanford Community Plan.

CLOSED SESSION (6:30 – 8:00 PM)
Public Comments: Members of the public may speak to the Closed Session item(s ); three minutes per speaker.

1. CONFERENCE WITH LABOR NEGOTIATORS City Designated
Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (Ed Shikada, Kiely Nose, Sandra Blanch, Nicholas Raisch, Molly Stump, and Ter ence Howzell) Employee Organization: Service Employees International Union, (SEIU) Local 521, Utilities Management and Professional Association of Palo Alto (UMPAPA)Palo Alto Peace Officer’s Association (PAPOA), Palo Alto Police Management Association (PMA), International Association of Fire Fighters (IAFF) local 1319, Palo Alto Fire Chiefs Association (FCA), ; Authority: Government Code Section 54957.6 (a)

AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (8:30 – 8:50 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 (8:50 – 9:00 PM)
Items will be voted on in one motion unless removed from the calendar by three Council Members.

2. Adoption of a Resolution Authorizing Use of Teleconferencing for Council Meetings During Covid-19 State of Emergency

3. Approval of a Professional Services Agreement With CLEAResult, Inc., for Residential Energy Efficiency and Electrification A dvising, Rebate Processing and Optional Heat Pump Water Heater Pilot Program Administration for a Total Not -to-Exceed Amount of $2,940,400 for a 4-Year Term Through December 2026
Q&A
Presentation
3 Special Meeting December 5, 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.

4. Approve Contract C23185850 With Thomas Sarsfield for a Not -To- Exceed Amount of $395,000 for a Term of Three Years to Provide a Tennis Recreation Program

5. Approval of the Acceptance of State of California Citizens Options for Public Safety (COPS) Funds of $172,000 and a Budget Amendment in the Supplemental Law Enforcement Services Fund (2/3 vote required)

6. Approval of the Office of the City Auditor's Fiscal Year (FY) 2023 Task Orders

7. Adoption of a Resolution Declaring Weeds to be a Public Nuisance and Setting February 27, 2023 for a Public Hearing for Objections to the Proposed Weed Abatement (ITEM CONTINUED TO DECEMBER 19, 2022)

CITY MANAGER COMMENTS

ACTION ITEMS
Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters.

8. Approval of a Construction Contract With Anderson Pacific Engineering Construction (APEC) in the Total Amount of $161,846,500; Approval of Three Amendments to Existing Agreements with: 1) Stanford University, 2) East Palo Alto Sanitary District, and 3) Mountain V iew and Los Altos; Approval of Amendment #2 to Contract Number C19171565 with Brown & Caldwell to Add Services, to Increase Compensation by $1,484,689 for a New Maximum Compensation Not - to-Exceed $5,908,791, and to Extend the Contract Term through March 3 1, 20 28; Approval of Amendment #2 to Contract Number C21176592C with Carollo Engineers to Add Construction Management Services, to Increase Compensation by $8,237,021; approval of a resolution to increase Clean Water State Revolving Fund financing to $193,000,000; approval of a budget appropriation increasing revenue and expenses; and approval of an exception to Debt Policy 1 -65 for the Secondary Treatment Upgrades Project (WQ -19001) at the Regional Water Quality Control Plant. (9:00 – 9:30 PM)

9. PUBLIC HEARING / QUASI-JUDICIAL. 1700 Embarcadero Road [21PLN- 00191]: Consideration of a Site and Design Review, Design Enhance Exception, Variance and Off-Street Loading Space Modification to Allow the Demolition of a Vacant Restaurant and the Construction of a new two-Story 31,000 Square Foot Automobile Dealership. The PTC and the ARB Recommend Approval of the Project. Environmental Assessment: Addendum to a Mitigated Negative Declaration. Zoning Q&A
Public Letter
Public Letter
Presentation
Staff Presentation
Applicant Presentation
Presentation
4 Special Meeting December 5, 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.

District: CS(D)(AD) Service Commercial (Site & Design Review / Automobile Dealership Combining Districts). (9:30 – 10:30 PM)

10. Staff and the Council Sustainability and Climate Action (S/CAP) Ad Hoc Committee Recommend That Council Review and Provide Feedback to Staff on the Draft 2023 -2025 S/CAP Work Plan and Direction on Governance of the Work Plan (ITEM CONTINUED TO FUTURE DATE)

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.

11. Annual Status Report on the Developer Impact Fees Schedule as of June 30, 2022

OTHER INFORMATION
Standing Committee Meetings
Finance Committee Meeting December 6, 2022
Public Comment Letters
Schedule of Meetings

AMENDED AGEND ITEMS
Items that have been added/modified from the original publication of the agenda 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. Neighbors Abroad Presentation: Sister City Tsuchiura, Japan AA2. Study Session to Receive an Update on the Santa Clara County’s Effort to Update the Stanford Community Plan.

10. Staff and the Council Sustainability and Climate Action (S/CAP) Ad Hoc Committee Recommend That Council Review and Provide Feedback to Staff on the Draft 2023-2025 S/CAP Work Plan and Direction on Governance of the Work Plan (ITEM CONTINUED TO FUTURE DATE)

10. Staff and the Council Sustainability and Climate Action (S/CAP) Ad Hoc Committee Recommend That Council Review and Provide Feedback to Staff on the Draft 2023-2025 S/CAP Work Plan and Direction on Governance of the Work Plan (ITEM CONTINUED TO FUTURE DATE)

7. Adoption of a Resolution Declaring Weeds to be a Public Nuisance and Setting February 27, 2023 for a Public Hearing for Objections to the Proposed Weed Abatement(ITEM CONTINUED TO DECEMBER 19, 2022) 5 Special Meeting December 5, 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 clie nt 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 you r 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 firs t and last name before addressing the Council. 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 # 14437)
Office of the City Clerk
City Council CAO Report

Meeting Date: 12/5/2022 Report Type: Consent Calendar

Title: Adoption of a Resolution Authorizing Use of Teleconferencing for Council Meetings During Covid-19 State of Emergency
From: Lesley Milton, City Clerk

Recommendation
Adopt a Resolution (Attachment A) authorizing the use of teleconferencing under Government Code Section 54953(e) for meetings of the Council and its committees due to the Covid-19 declared state of emergency.

Background
In February and March 2020, the state and the County declared a state of emergency due to the Covid-19 pandemic. Both emergency declarations remain in effect.

On September 16, 2021, the Governor signed AB 361, a bill that amends the Brown Act, effective October 1, 2021, to allow local policy bodies to continue to meet by teleconferencing during a state of emergency without complying with restrictions in State law that would otherwise apply, provided that the policy bodies make certain findings at least once every 30 days.

AB 361, codified at California Government Code Section 54953(e), empowers local policy bodies to c onvene by teleconferencing technology during a proclaimed state of emergency under the State Emergency Services Act in any of the following circumstances:

(A) The legislative body holds a meeting during a proclaimed state of emergency, and state or local offi cials have imposed or recommended measures to promote social distancing.

(B) The legislative body holds a meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, whether as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.
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(C) The legislative body holds a meeting during a proclaimed state of emergency and has determined, by majority vote, pursuant to subparagraph (B) (B), that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees. (Gov. Code § 54953(e)(1).)

In addition, Section 54953(e)(3) requires that policy bodies using teleconferencing reconsider the state of emergency within 30 days of the first teleconferenced meeting after October 1, 2021, and at least every 30 days thereafter, and find that one of the following circumstances exists:

1. The state of emergency continues to directly impact the ability of the members to meet safely in person.

2. State or local officials continue to impose or recommend measures to promote social distancing.

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Discussion
At this time, the circumstances in Section 54953(e)( 1)(A) exist. The Santa Clara County Health Officer continues to recommend measures to promote outdoor activity, physical distancing and other social distancing measures, such as masking, in certain contexts. (See August 2, 2021 Order.) In addition, the California Department of Industrial Relations Division of Occupational Safety and Health (Cal/OSHA) has promulgated Section 3205 of Title 8 of the California Code of Regulations, which requires most employers in California, including in the City, to train and instruct employees about measures that can decrease the spread of COVID-19, including physical distancing and other social distancing measures.

Accordingly, Section 54953(e)(1)(A) authorizes the City to continue using teleconferencing for public meetings of its policy bodies, provided that any and all members of the public who wish to address the body or its committees have an opportunity to do so, and that the statutory and constitutional rights of parties and the members of the public attending the meeting via teleconferencing are protected.

To comply with public health directives and promote public safety, Palo Alto policy bodies have been meeting via teleconference since March 2020. On September 27, 2021, Council considered the format for future Council, committee, and Board and Commission meetings.

Council determined that beginning November 1, 2021, Council meetings would be conducted using a hybrid format that allows Council Members and the public to decide whether to attend in person, following masking and distancing protocols, or participate via teleconference. Council directed that Council standing and ad-hoc committees and Boards and Commissions would continue meeting via teleconference through January 2022.

Adoption of the Resolution at Attachment A will make the findings required by Section 54953(e)(3) to allow the continued use of teleconferencing for Council meetings (for those Council Members who elect to participate remotely) and for Council standing and ad hoc committees. Each Board and Commission will consider and make similar findings.

ATTACHMENTS:
• Attachment2.a: Attachment A: Resolution Allowing Hybrid In-Person and Teleconferenced Meetings under Section 54953(e) (PDF)
2 Packet Pg. 8

NOT YET APPROVED
Resolution No. ____

Resolution Making Findings to Allow Teleconferenced Meetings Under California Government Code Section 54953(e)

R E C I T A L S

A. California Government Code Section 54953(e) empowers local policy bodies to convene by teleconferencing technology during a proclaimed state of emergency under the State Emergency Services Act so long as certain conditions are met; and

B. In March 2020, the Governor of the State of California proclaimed a state of emergency in California in connection with the Coronavirus Disease 2019 (“COVID-19”) pandemic, and that state of emergency remains in effect; and

C. In February 2020, the Santa Clara County Director of Emergency Services and the Santa Clara County Health Officer declared a local emergency, which declarations were subsequently ratified and extended by the Santa Clara County Board of Supervisors, and those declarations also remain in effect; and

D. On September 16, 2021, the Governor signed AB 361, a bill that amends the Brown Act to allow local policy bodies to continue to meet by teleconferencing during a state of emergency without complying with restrictions in State law that would otherwise apply, provided that the policy bodies make certain findings at least once every 30 days; and

E. While federal, State, and local health officials emphasize the critical importance of vaccination and consistent mask-wearing to prevent the spread of COVID-19, the Santa Clara County Health Officer has issued at least one order, on August 2, 2021 (available online at here), that continues to recommend measures to promote outdoor activity, physical distancing and other social distancing measures, such as masking, in certain contexts; and

F. The California Department of Industrial Relations Division of Occupational Safety and Health (“Cal/OSHA”) has promulgated Section 3205 of Title 8 of the California Code of Regulations, which requires most employers in California, including in the City, to train and instruct employees about measures that can decrease the spread of COVID-19, including physical distancing and other social distancing measures; and

G. The Palo Alto City Council has met remotely during the COVID-19 pandemic and can continue to do so in a manner that allows public participation and transparency while minimizing health risks to members, staff, and the public that would be present with in-person meetings while this emergency continues; now, therefore,

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NOT YET APPROVED
The Council of the City of Palo Alto RESOLVES as follows:

1. As described above, the State of California remains in a state of emergency due to the COVID-19 pandemic. At this meeting, the Palo Alto City Council has considered the circumstances of the state of emergency.

2. As described above, State and County officials continue to recommend measures to promote physical distancing and other social distancing measures, in some settings.

AND BE IT FURTHER RESOLVED, That for at least the next 30 days, meetings of the Palo Alto City Council and its committees will occur in a hybrid format, where both members of the policy body and members of the public may elect to be present in person, utilizing appropriate distancing and masking practices, or participate by teleconferencing technology. Such meetings of the Palo Alto City Council and its committees that occur using teleconferencing technology will provide an opportunity for any and all members of the public who wish to address the body its committees and will otherwise occur in a manner that protects the statutory and constitutional rights of parties and the members of the public attending the meeting via teleconferencing; and, be it

FURTHER RESOLVED, That the City Clerk is directed to place a resolution substantially similar to this resolution on the agenda of a future meeting of the Palo Alto City Council within the next 30 days. If the Palo Alto City Council does not meet within the next 30 days, the City Clerk is directed to place a such resolution on the agenda of the immediately following meeting of Palo Alto City Council.

INTRODUCED AND PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

City Clerk Mayor

APPROVED AS TO FORM: APPROVED:

City Attorney City Manager

2.a
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City of Palo Alto (ID # 14543)
City Council Staff Report

Meeting Date: 12/5/2022 Report Type: Consent Calendar

City of Palo Alto Page 1

Title: Approval of a Professional Services Agreement With CLEAResult, Inc., for Residential Energy Efficiency and Electrification Advising, Rebate Processing and Optional Heat Pump Water Heater Pilot Program Administration for a Total Not -to-Exceed Amount of $2,940,400 for a 4 -Year Term Through December 2026
From: City Manager
Lead Department: Utilities

Recommendation
Staff recommends that Council approve and authorize the City Manager or their designee to execute a professional services agreement C231865 88 (Linked Document ) with CLEAResult Consulting, Inc (CLEAResult) for:
1) free energy and water efficiency phone advising and home efficiency assessment services for residential customers (the Home Efficiency Genie program), 2) residential rebate processing and support services, and 3) the option to provide turnkey installation service s in support of the Advanced Heat Pump Water Heater Pilot Program.

The total not -to-exceed (NTE) amount for the contract covering these services is $2 ,940,400 over a 4-year term through December 4, 2026.

Executive Summary
The Home Efficiency Genie (HEG ) program is an existing, highly -rated Utilities program offering efficiency and electrification advising and home assessment services to residential customers.

Staff recommends continuing the services offered by the HEG program because customers know, lik e and trust the program. The program supports the City’s Sustainability and Climate Action Plan (S/CAP) goals by providing Home Electrification Readiness Assessments to residents. Staff also intends to expand the HEG program to provide customer intake for the Advanced Heat Pump Water Heater (HPWH) Pilot Program. 1 CLEAResult currently provides HEG program services. Their contract ends December 31, 2022. On June 24, 2021 , staff issued RFP #181953 for services provided under the HEG program and other services, including administrative support for the City’s rebate programs. The City received s even proposals that

1 Approved October 3, 2022 after continuation from September 27, 2022. See Staff Report 14606. 3 Packet Pg. 11

City of Palo Alto Page 2

addressed one or more of those services. Staff selected CLEAResult based on its experience, its network of local trade allies (contractors), and its ex perience as the administrator for the rebate platform of the Bay Area Regional Energy Network (B ayREN), an efficiency resource for nine San Francisco Bay Area counties. The contract that is the subject of this staff report covers HEG program services, reba te processing and support services, and it also gives the City the flexibility to call upon CLEAResult to provide turnkey HPWH installation services if issues arise with the primary turnkey installation vendor or if additional contractors are needed to kee p up with the pace of Advanced HPWH Pilot program adoption.

Background

Home Efficiency Genie – Valued Program
The City of Palo Alto’s Home Efficiency Genie (HEG) program, administered by CLEAResult since 2015, is a well-established trusted advisor in the community, offering phone advising and home assessment services to help residents with home efficiency and electrification improvements.

Residents can call “the Genie” for free phone advice to learn how to lower their utility bills and improve the comfort and safety of their homes. The HEG program offers residents City-subsidized home assessments, available either in -home or virtually, to identify effi ciency and electrification opportunities. All home assessments include a Home Electrification Readiness Assessment, or HERA, which helps residents determine if their old gas appliances and equipment are ready to be replaced and if their electric panel can support new, efficient electric equipment alternatives. Customers who receive home assessments can also receive post-assessment advising, including reviewing HERA or home efficiency reports, offering a list of vetted contractors, assisting with evaluating contractor bids and providing general project guidance. Follow -ups with customers indicate that 40% of home assessment participants complete efficiency or electrification projects.

The HEG program is highly valued by participants, as demonstrated by re sponses to its customer satisfaction surveys. The results of 96 surveys collected from program participants show an average rating of 9.1 when customers are asked the question, “ How likely are you to refer us to a friend or colleague?” where 0 is not at al l likely and 10 is extremely likely. This question is known as a “Net Promoter Score” question, and responses can be used to calculate a Net Promoter Score (NPS) value. The NPS value is calculated by subtracting the percentage of “Detractors” (those scoring from 0 to 6) from the percentage of “Promoters” (those scoring 9 or 10). NPS values can range from -100 to 100, and the creators of the NPS rating system (Bain & Company) suggest that any score above 0 is good, above 20 is favorable, above 50 is excellen t, and above 80 is world class. 2 The responses from HEG survey results translate to an NPS value of 78. As further evidence of the program’s value, a 2018 RKS survey of City of Palo Alto Utilities (CPAU) customers showed that HEG customers had a higher ove rall satisfaction with CPAU than non-HEG customers (Staff Report #10596, Appendix D).

2Description of Net Promoter Score by Qualtrics, provider of customer experience tools. 3 Packet Pg. 12

City of Palo Alto Page 3

On October 3, 2022 (after continuation from September 27, 2022), Council approved an Advanced HPWH Pilot program, featuring turnkey (start-to-finish) installation by a City-provided contractor, as well as a low up -front cost and an option for on -bill financing (Staff Report 14606). The program has a goal of installing 1000 heat pump water heaters within one year. On October 3, 2022 Council also approved a contract with a third -party vendor (Synergy Company) to provide turnkey HPWH installation services ( Staff Report #14542 ).3 While the Synergy contract provides installation se rvices, the program also requires customer intake services, which Synergy is not providing. These customer intake services include speaking with individual residents to determine their eligibility for the program, helping residents apply for site assessments, performing a friendly hand -off to the turnkey installer, and tracking data for both customers who participate in the program and those who do not. As a trusted advisor, the HEG program administrator is well positioned to provide these customer intake services.

Discussion
The City’s contract with CLEAResult as a provider of HEG program services has a term end date of December 31, 2022 and in early 2021 staff drafted a Request for Proposals (RFP) to provide these and other residential efficiency and ele ctrification services. Council’s strong support of climate action activities at the April 19, 2021 City Council meeting reinforced staff’s inclusion of elements such as turnkey installation of home efficiency and electrification services in the RFP.

In add ition, while internal staff currently process all residential customer rebates, rebate administration services were also included as part of the RFP to support possible expansion of rebates to a broader range of home efficiency and electrification measures.

Solicitation Process
On June 24, 2021 staff issued the RFP noted above and described in Staff Report #14542. Staff selected CLEAResult to provide phone advising and rebate administration services based on their team’s extensive experience providing home efficiency and electrification advisory services as well as their network of local trade allies, which they could tap for recommending contractors to residents. In addition, staff selected CLEAResult based on its experience as the administrator for the rebate platform of the Bay Area Regional Energy Network (B ayREN), an efficiency resource for nine Bay Area counties. Vendors selected as part of the competitive RFP process received intent to award letters in November 2021, but contract negotiations did not begin in earnest until June 2022, after the stakeholder engagement process led by the Council Ad Hoc S/CAP Committee narrowed the near-term priorities for S/CAP implementation.

Table 1: Information related to City-issued request for proposals (RFP) #181953 for residential program services.

3 City of Palo Alto City Council Action Minutes October 3, 2022 3 Packet Pg. 13

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PROPOSAL DESCRIPTION/
NUMBER
IMPLEMENTATION OF 3RD PARTY ENERGY AND WATER

EFFICIENCY AND ELECTRIFICATION PROGRAMS FOR

RESIDENTIAL, LOW-INCOME, AND MULTIFAMILY
CUSTOMERS / RFP #181953
Proposed Program Length 36 months, with two possible 12-month extensions Number of Notices Sent to Vendors via
City’s Procurement System (Planetbids) 1,733
Number of Packages Downloaded by
Vendors 25
Total Days to Respond to RFP 34
Number of Proposals Received for
Category 1 7

The following categories of programs and services are included in this CLEAResult contract scope:

A. Home Efficiency Genie Program
B. Residential rebate services
C. Turnkey Installation Program

Task A: Home Efficiency Genie Program
Administering the Home Efficiency Genie program involves providing energy and water advising and home assessment services.

Energy and water advising
Phone advising is a key component of the current HEG program, providing free guidance to customers with questions about how to reduce their greenhouse gas (GHG) emissions, lower their utility bills, or proceed with energy efficiency and building electrification projects. This contract adds advising specifically targeted to help low -income customers, helping increase their awareness of programs for income -qualified customers and assisting them with program application processes.

In addition to providing support for income -qualified customers, phone advising services are being expanded to include specific support for the Advanced HPWH Pilot program. The call to action for customers interested in participating in the program will be to “Call the Genie,” and the Genie will serve the important role as a trusted advisor and first point of contact, speaking with residents to determine their eligibility, helping them apply for site assessments, performing a friendly hand -off to the turnkey i nstaller, and tracking data for both customers who participate in the program and those who do not. The Genie will also help customers determine whether they are eligible for financing programs, including on -bill financing that is part of the Advanced HPWH Pilot program, and the Genie will educate customers on financing terms and conditions.
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City of Palo Alto Page 5

The consultant will be compensated for energy and water advising services based on hourly rates included in Exhibit C (“Compensation”) of the contract , up to a not t o exceed amount of $250,000 annually . The $250,000 annual budget for energy and water advising services accounts for the addition of case management services plus an expected increase in general inquiries as the City steps up its outreach efforts on sustai nability. The budget also covers maintenance of a network of trade allies, a service designed to provide customers with qualified and vetted contractors. A separate advising budget also based on the hourly rates in Exhibit C, not to exceed $270,000 spannin g the entire term of the contract , is allocated specifically for the Advanced HPWH Pilot program. This budget applies to customer intake services, assuming roughly 2 to 3 hours per customer for 1000 HPWH customers, including time spent supporting the program’s data management activities.

Home efficiency and electrification assessments
The HEG program offers three types of home assessments: 1) Virtual; 2) In -Home; and 3) Advanced In -Home. Virtual and In -Home Assessments give customers an initial idea of efficiency improvement opportunities, types of electric equipment they could consider (e.g., HPWH, heat pump space heating, electric vehicle charging, etc.), and projects they could complete without an electric panel upgrade. Advanced In-Home Assessments build upon Virtual and In -Home Assessments, adding diagnostic tests that provide customers with more robust efficiency and building electrification recommendations. This added information is helpful for customers who want to understand their home’s existing performance and how that performance would improve with the implementation of building envelope improvement projects. Advanced In-Home Assessment reports also include sizing of space heating, ventilation and air conditioning (HVAC) equipment with and without building envelope improvements. This information helps customers right -size HVAC equipment, potentially saving them money and improving comfort. Understanding the existing and potential power needs for residential space heating and cooling is also usefu l for staff planning the City’s electric distribution system upgrades.

All three types of home assessments would provide customers and the City with an inventory of customers’ existing gas equipment, electric equipment load and electric panel size. Data provided to the City could be combined with the City’s Graphical Information System (GIS) platform and used along with maps of the electric distribution system capacity to identify areas for targeted marketing of ongoing electrification and energy efficiency programs. Perhaps more importantly, though, the information provided by home assessments offered as part of this CLEAResult contract serves an important role in bridging the gap between electrifying 1000 water heaters through the Advanced HPWH Pilot pro gram and fully electrifying all the roughly 15,000 single -family homes in Palo Alto. Each home is unique, and each will need a plan for electrification laying out which equipment choices make the most sense for that specific home and its residents. Virtual and In-Home Assessments provide a starting point for building such a plan, and Advanced In -Home Assessments can provide a complete picture of equipment needed to fully electrify the home.
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City of Palo Alto Page 6

The budget for home assessment services assumes roughly 20 asses sments per month, split among the three types of assessments. One goal is to accommodate potential block -by-block electrification as grid modernization progresses. Oftentimes eight homes share a single 25kVA transformer; thus, the City may choose to offer Advanced In-Home Assessments to groups of eight homes over a short time period.

Task B: Residential Rebates
Incentives for home efficiency and electrification measures bring multiple benefits, including the following:
• They can be a focal point for raising awareness of the City’s sustainability goals • They support early adopters of building electrification and home efficiency • They can serve as a “staging ground” for a possible next turnkey installation offering, if turnkey installation is found to be viable through the Advanced HPWH Pilot program • Building envelope rebates help tell the story of being grid friendly and enable customers to save money and right-size space heating and cooling equipment

Residential Rebate Program Services included as part of this CLEAResult contract support the City’s residential rebate program through three primary categories of work:

1. Development of a rebate measure list

2. Support for residential rebate program, e.g., rebate processing

3. Development of a Rebate Administration Platform

Development of a rebate measure list
In recent years, the number of residential rebates offered has been reduced significantly because cost -effective rebate levels, particularly for gas -reducing measures, dropped precipitously with the price of natural gas.4 Staff is planning to revise the methodology for determining rebate levels – basing the selection of rebates on cost effectiveness of avoiding emissions – and to increase the suite of rebates offered. Through this CLEAResult contract, the City can call upon CLEAResult to provide energy and emissions savings values for a list of home efficiency and electrification rebate measure s provided by staff. Staff can then use the savings information to develop a new list of customer rebates.

Support for residential rebate program
Currently, internal staff process residential rebates, except for those for water measures, which are processed through the City’s partnership with Valley Water ( Staff Report #14384). Staff can process up to 20 rebates per month internally with existing resources. Above that level, external resources may be needed, and these services are included as part of this contract. This

4 Cost effective rebates are rebates that cost the utility less than the cost of purchasing the amount o f energy saved by the rebate measure. A challenge of providing cost -effective rebates for home efficiency measures (e.g., attic insulation) in recent years has been the low cost of gas, combined with the relatively small amount of achievable energy savings because of Palo Alto’s mild climate. Staff is examining evaluating all rebates in terms of the cost per metric ton of GHG emissions avoided as an alternate cost effectiveness test. 3 Packet Pg. 16

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contract gives the City the option to call upon CLEAResult staff to review and approve rebate applications and process the applications using the Energy Efficiency Collaboratio n Platform (EECP) that the City is currently using to manage its rebate program data.

Development of a Rebate Administration Platform
If the City determines for any reason that it wishes to discontinue use of the database platform it is currently using to manage residential rebate program data, CLEAResult can be called upon at the City’s discretion through services described in this contract to develop a Rebate Administration Platform similar to the rebate platform that CLEAResult developed for BayREN.

Additional Services
Budget for Additional Services is included to account for possible higher-than-expected demand for phone advising or home assessment services.

Task C: Turnkey Installation Program
The Advanced HPWH Pilot program (described in detail in Staff Report #14606 ) is a key first step in advancing the City towards meeting its climate action goals. This contract gives the City the flexibility to call upon CLEAResult to provide turnkey installation services as a backup for the primary turnkey installation vendor or if additional contractors are need ed to keep up with the pace of Advanced HPWH Pilot program adoption. Staff selected CLEAResult to provide these optional services because CLEAResult has a California Contractors State License Board (CSLB) general contractor's license allowing them to manag e a broad range of sub-contractors, and they have extensive familiarity with local electrification contractors through their oversight and management of over 150 contractors in the BayREN regional program.

The $500,000 designated in this contract to wards providing optional turnkey installation services in support of the Advanced HPWH Pilot program are not in addition to the budget for turnkey installation services included in the recently approved contract with Synergy Company for providing these ser vices (Staff Report #14542 ). Both use the same budget sources, which are described in Staff Report #14606 and are meant to fund 1000 heat pump water heater installations, regardless of which contractor does the installation. The $500,000 contract limit proposed for the CLEAResult contract would enable CLEAResult to install about 20 HPWHs per month for roughly two to three months in the event the City needed to c all on them to do installations. This $500,000 would allow enough money for CLEAResult to temporarily do installations while a contract amendment to add funds to the contract is completed in the event turnkey installation is shifted to CLEAResult.

Resource Impact
The contract limits for the various tasks are shown in Table 2 below:

Table 2: Total Compensation Not to Exceed (NTE) Amounts Task Subtasks Year 1
NTE
Year 2
NTE
Year 3
NTE
Year 4
NTE
Total
NTE
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Task A:

Home
Efficiency
Genie
Program
Energy and Water
Advising Services,
Marketing, and
Trade Ally
Management a
$250,000 $250,000 $250,000

$250,000

$1,000,000
Advanced Heat
Pump Water
Heater Pilot
Advising Services b
$270,000 $270,000
Home Efficiency
and Electrification
Assessments b
$160,000 $160,000 $160,000 $160,000 $640,000
Task B:

Residential
Rebate
Program
Services
Residential Rebate
Eligible Measure
List c
$7,500 $7,500
Residential Rebate
Program Support a $50,000 $50,000 $50,000 $50,000 $200,000 Rebate
Administration
Platform
Development c
$75,700 $75,700
Residential Rebate
Administration
Platform Technical
Services d
$11,800 $11,800 $11,800 $11,800 $47,200
Task C:

Turnkey Installation Program e $500,000 $500,000
Total Task A-C NTE $2,740,400
Additional Services f $50,000 $50,000 $50,000 $50,000 $200,000 Maximum Total NTE $2,940,400

a Consultant is compensated for advising services, Trade Ally management, and residential rebate program support based on hourly rates provided in Exhibit C, “Compensation,” of the contract. b Consultant is compensated for Home Assessments on a per-completed-assessment basis and according to pricing provided in Exhibit C, “Compensation,” of the contract.
c This is a fixed-cost item for work that will commence at City’s discretion, where the cost may not exceed that listed in Table C- 1, Exhibit C, “Compensation,” of the contract.
d This is an annual fee, for work that will commence at City’s discretion. e Consultant is compensated for turnkey installation services on a per-unit-installed basis, where the work included is described in Table C-4 of Exhibit C, “Compensation,” of the contract. Work related to this task will commence at City’s discretion. f Additional Services is to cover higher-than-expected demand for advising and home assessment services.

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agreement (HEG program and residential rebate services), which is $875,000 if all one -time expenses are incurred in Year 1 , is available i n the FY 2023 Adopted Operating Budget of the Electric, Gas and Water Funds. Funding will come from five sources: Electric Public Benefits 5, Gas and Water Efficiency funds6, Electric Cap and Trade funds7, and the Electrification Loan Reserve funds approved on October 3, 2022 ( Staff Report #14606). Table 3 shows funding from each revenue source for FY 2023.

Table 3: Funding Sources for Year 1 Contract Budget, Tasks A, B and Additional Services

FY 2023 Funding Source Year 1 NTE
Electric Public Benefits $385,000
Gas Efficiency $110,000
Water Efficiency $30,000
Electric Cap & Trade $80,000
Electrification Loan Reserve $270,000
Total $875,000

Spending authority to cover Task C of this contract, turnkey installation for the Advanced Heat Pump Water Heater Pilot, was approved on October 3, 2022 ( Staff Report #14606 , Section 3, Resource Impact Section, and A ttachment B Sections 5-8). Funding for future years is contingent upon Council’s approval through the annual budget process.

Policy Implications
The proposed contract supports the Council-approved Sustainability Plan, the Council-approved Ten-year Energy Efficiency Targets, Comprehensive Plan Goals N4.2.1 (educate customers on efficient water use), N7.4.2 (implement cost effective energy efficiency programs for all customers) and N7.7.2 (explore the transition of existing buildings from gas to electric or solar water and space heating). The contract also furthers the Utilities Strategic Plan Collaboration priority (Strategy 1, increasing communication and engagement with the community.

Stakeholder Engagement
The City issued the Request for Proposal (RFP) on June 24, 2021, for third -party energy and water efficiency and electrification program services for residential customers. Proposal submission deadline was on July 28, 2021. Stakeholder engagement for the Advanced Heat

5 Electric Public Benefit funds are collected via a state-mandated (Public Utilities Code section 385) public benefit surcharge with revenues required to fund any of these four program areas: (i) cost effective energy efficiency and energy conservation programs; (ii) renewable energy resources and technologies; (iii) electricit y-related research, development, and demonstration projects; and (iv) low-income customer assistance. 6 An average of 1% of natural gas and water utility funds are used for gas and water public benefit and conservation programs.
7 Electric Cap and Trade funds are auction proceeds resulting from the sale of free allowances allocated to the City under the State's Cap and Trade Program and must be spent on greenhouse gas emissions reducing activities like building electrification.
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Pump Water Heater Program is discu ssed in the Stakeholder Engagement section of the September 27, 2022 study session staff report (Staff Report #14606)

Environmental Review
Approval of the attached agreement does not meet the definition of a project under the California Environmental Qual ity 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. In the alternative, Council’s approval of this agreement is exempt from review under CEQA Guidelines Section 15302, as replacement of existing facilities, and Section 15308, as an action taken for the protection of the environment.

Attachments:
• Attachment3.a: Attachment A: C23186588 Contract
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CITY OF PALO ALTO CONTRACT NO. C23186588

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND CLEARESULT CONSULTING INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 5th day of December, 2022 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CLEARESULT CONSULTING, INC., a Texas Corporation, located at 6504 BridgePoint Parkway, Suite 425, Austin, TX 78730. (“CONSULTANT”).

The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:

RECITALS

A. CITY intends to award a contract for (the “Project”) and desires to engage the consultant to provide residential CPAU natural gas, electric, and water customers with building electrification (BE) (defined as the replacement of natural gas equipment for space heating, water heating, cooking and clothes drying with efficient electric alternatives), energy efficiency (EE) and/or water efficiency (WE) programs and services, to promote voluntary adoption of EE, WE, and BE upgrade projects in the residential sector (the “Services”, as detailed more fully in Exhibit A).

B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.

C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.

NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:

SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through December 4, 2026 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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OF PERFORMANCE”. Any Services for which times for perform ance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.

CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be bas ed on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Million Seven Hundred Forty Thousand Four Hundred Dollars ($2,740,400.00). T he hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “ SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)

In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Two Hundred Thousand Dollars ($200,000) for the performance of Additional Services ( as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Two Million Nine Hundred Forty Thousand Four Hundred Dollars ($2,940,400.00), as detailed in Exhibit C.

“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional S ervices in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4 .

CONSULTANT shall only be compensated for Additional Services performed under an DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s superv ision. 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 per form the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and order s that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement , as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.

SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.

SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.

CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll 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 re lated to CONSULTANT’s performance of the S ervices, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. I n the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.

Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcon tractors authorized by CITY to perform work on this Project are:

CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Alex Scott, 180 Grand Ave Suite 850, Oakland, CA 94612, Telephone: 504-717-9171, Email:

[email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day- to-day performance of the Services. If circumstances cause the DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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substitution of the CONSULTANT’s P roject Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute P roject 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 Scott Mellberg, Utilities Department, Resource Management Division, 250 Hamilton Ave., Palo Alto, CA, 94301 Telephone: (650) 329-2659, Email:

[email protected] . CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expirati on or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.

SECTION 16. INDEMNITY.

16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.

16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.

SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

SECTION 18. INSURANCE.

18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.

18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.

18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.

18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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such damage, injury, or loss arising after the Agreement is terminated or the term has expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.

19.2. In event of suspension or termination, CONSULTANT wi ll deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).

19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections wil l survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).

SECTION 20. NOTICES.

All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:

To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303

With a copy to the Purchasing Manager

To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.

DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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CONSULTANT shall provide written notice to CITY of any change of address.

SECTION 21. CONFLICT OF INTEREST.

21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.

21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.

CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.

21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code S ection 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, pregna ncy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing p olicies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY 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 C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.

SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.

SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.

26.1. Portions of the Project performed at multifamily properties are subject to prevailing wages and related requirements as “public works” under California Labor Code Sections 1720 et seq. and related regulations. CONSULTANT is required to pay general prevailing wages for rehabilitation and installation work performed at multifamily and any other non-exempt properties, as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time . Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E , entitled “ DIR REGISTRAT ION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with , and furnish certified payroll records directly to, DIR.

SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.

CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.

Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.

28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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CONSULTANT from a third party without breach of any confidentia lity obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.

28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.

28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.

28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.

28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.

SECTION 29. MISCELLANEOUS PROVISIONS.

29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.

29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.

29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to t hird parties.

29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings , either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Munic ipal Code, as amended from time to time.

DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.

29.6. In t he event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.

29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.

29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.

29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.

SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
EXHIBIT F: INFORMATION PRIVACY POLICY
EXHIBIT G: CYBERSECURITY TERMS AND CONDITIONS

THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.

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CONTRACT No. C23186588 SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.

CITY OF PALO ALTO

____________________________
City Manager

APPROVED AS TO FORM:

__________________________
City Attorney or designee

CLEARESULT CONSULTING INC.

Officer 1

By:__________________________________

Name:_______________________________

Title:________________________________

Officer 2

By:__________________________________

Name:_______________________________

Title:________________________________

DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E SVP West
Kecia Davison
Chet Kwasnisk
CFO

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EXHIBIT “A”

SCOPE OF SERVICES

The City of Palo Alto (“CITY”) has adopted an aggressive greenhouse gas (“GHG”) emissions reduction goal of reducing emissions to 80% below 1990 levels by 2030. To meet its sustainability goals, the City is encouraging residential City of Palo Alto Utilities (“CPAU”) customers and building owners to pursue cost-effective efficiency savings and building electrification to reduce the use of natural gas.

The City seeks to provide residential CPAU natural gas, electric, and water customers with building electrification (BE) (defined as the replacement of natural gas equipment for space heating, water heating, cooking and clothes drying with efficient electric alternatives), energy efficiency (EE) and/or water efficiency (WE) programs and services. A goal of these programs and services is to promote voluntary adoption of EE, WE, and BE upgrade projects in the residential sector through incentives, advising, technical assistance, planning tools, and other innovative means.

CONSULTANT will leverage its residential demand side management program implementation expertise and experience to deliver the following programs and services to residential customers within the City of Palo Alto:

I. The Home Efficiency Genie Program

II. Residential Rebate Services

III. Turnkey Installation Program

I. OVERVIEW OF HOME EFFICIENCY GENIE PROGRAM

The Home Efficiency Genie Program (“HEG Program”) is an EE, WE, and BE assessment and advising program for single-family and multifamily CPAU customers, including renters.

Consultant will provide HEG Program technical assistance via three program elements:
1) Energy and Water Advising;
2) Home Efficiency and Electrification Assessments (“Home Assessments”); 3) Contractor or Trade Ally Management.

Consultant will serve 4 categories of residential customers through the HEG Program:
1) General Inquiry Customers: customers that have not completed a Home Assessment. 2) Home Assessment Customers : customers that are enrolled to complete a Home Assessment and have executed a Home Assessment Agreement; 3) Case Management Customers: customers that meet the income criteria defined by the CITY’s Rate Assistance Program (“RAP” ) or other applicable criteria to participate in CITY, State, or Federal assistance programs;
4) Advanced Heat Pump Water Heater Pilot (“AHPWHP”) Program Customers: customers that have expressed interest in replacing their gas water heater with an electric heat pump water heater (“HPWH”), or customers participating in the City’s AHPWHP Program.

DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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A. Energy and Water Advising
CONSULTANT will provide phone and email -based advising and EE, WE, and BE project support to residential customer s. Energy and Water Advising will be an entry point to enroll customers in Home Assessments and CITY’s residential sustainability and electrification programs, with the ultimate goal of reducing residents’ building and transportation emissions .

CONSULTANT may also provide supporting services to optimize the HEG program.

B. Home Assessments
CONSULTANT will offer and provide Home Assessment Customers with 3 types of Home Assessments: Virtual, In-Home, and Advanced In-Home, as described in Table A-1. During In- Home and Advanced In-Home Assessments, CONSULTANT will provide CITY customers with an Energy and Water Efficiency Toolkit (“Efficiency Toolkit”), which may include items such as faucet aerators, high-efficiency showerheads, smart power strips, and LED lightbulbs. After the Home Assessment, CONSULTANT will provide customers with a Home Assessment Report, which documents the Home Assessment findings.

With Virtual and In-Home Assessments, CONSULTANT will offer customers an analysis of EE improvement opportunities and of whether they would need an electric panel upgrade as part of installing v arious BE projects. The Virtual and In -Home Assessments would also provide customers and CITY with an inventory of customers’ existing gas equipment, electric panel size, and existing electric equipment load.

The Advanced In- Home Assessment builds upon Virtual and In- Home Assessments.

CONSULTANT will perform diagnostic tests with the Advanced In-Home Assessment to provide customers with more targeted EE and BE recommendations, include sizing of space heating and cooling equipment with and without EE improvements.

Table A-1 – Overview of Home Assessments
Virtual In-Home Advanced In-Home
Description The Virtual Home
Assessment uses an
interactive smart phone
platform that allows
CONSULTANT to
visit the home virtually.

The In-Home Home
Assessment includes
an in-person visit by
CONSULTANT to
the customer’s home.

The Advanced In-Home
Home Assessment
provides the same
services as the In-Home
Assessment with
additional features.

Services
Provided
• Review conditions
of the home
• Review comfort and
energy use concerns
• Document existing
equipment and
opportunities for
equipment upgrades
• Review Home
Assessment Report
• Includes all
services provided
in Virtual
Assessment
• Includes firsthand
and comprehensive
review of existing
equipment
• Includes Efficiency
Toolkit

• Includes all services
provided in In-Home
Assessment
• Includes diagnostic
testing including
blower door test, duct
system pressure test,
and infrared camera
scans where
applicable
DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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Key
Differentiators
• No Efficiency
Toolkit
• Because the
assessment is
performed virtually,
comprehensive
equipment data may
not be available
• Offers one-on-one
engagement with
homeowner as

CONSULTANT
performs
Assessment

• Offers diagnostic
testing services to
inform equipment
sizing and design

C. Contractor or Trade Ally Management
CONSULTANT will vet and enroll qualified general contractors (each, a “Trade Ally”) to participate in the HEG Program to install EE, WE, and BE projects recommended through the HEG Program. CONSULTANT will recruit and train Trade Allies as described in Task 5 below to be included on a list to be provided to customers.

D. Home Efficiency Genie Program Targets

CONSULTANT’s targets for the term of the HEG Program are provided in Table A-2. The parties will review the targets regularly to determine whether the HEG Program is on target or whether the HEG Program design or goals require adjustment.

Table A-2. Home Efficiency Genie Program Targets

The “Net Promoter Score (NPS)” is calculated based on an industry-recognized customer satisfaction question. CONSULTANT will email all HEG Program participants a Customer Feedback Form (Task A.7) that will include an NPS question to measure customer satisfaction with the HEG Program. CONSULTANT will provide survey data to enable the CITY to analyze the four HEG Program customer categories so that the quality of services for specific customer categories can be measured. The target NPS value shown in Table A-1 applies for services in all 4 customer categories.

The “Project Conversion Rate” is the total number of EE, WE, or BE projects completed by Home Assessment Customers divided by the number of completed Home Assessments.

During an In-Home or Advanced In-Home Assessment, CONSULTANT may install some or all of the items that are part of the Efficiency Toolkit at the residence. The energy and water savings associated with installation of items in the Efficiency Toolkit are not required and not a part of the HEG Program targets; however, CONSULTANT will report these savings as noted in Task A.1.5.

E. Staffing Plan
Term Year 1 Year 2 Year 3
Net Promoter Score (NPS) 70 70 70
Project Conversion Rate 40% 45% 45%
DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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CONSULTANT agrees to staff the HEG Program in accordance with the Staffing Plan set forth below in Table A -3. CONSULTANT shall notify the CITY concerning proposed changes to the Staffing Plan; all such changes require prior written consent via email of the CITY.

CITY may (i) request CONSULTANT conduct criminal background checks to CITY’s satisfaction on all CONSULTANT’s staff, contractors or agents that may enter customer property, and (ii) require that any staff, contractor, or agent of CONSULTANT that fails the background check shall not be permitted to enter any customer premises.

Table A-3 Home Efficiency Genie Program Staff Contacts
Name Title Phone Email
Kim DiCello
Sr. Program Director 415-965-3023 [email protected] Develops strategies and tactics to deliver effective program performance by directing the work of employees assigned to the program from technical, marketing, operations, analytics, and administrative areas.

Marc Bigby
Sr. Program Manager 925-297-5057 [email protected] Responsible for overseeing the portfolio of downstream residential programs in California and will instill best practices to enable the Program to be delivered within budget to meet Program goals.

Paul Koepke
Associate Program
Manager
650-226-4010
ext 2
[email protected]
Serves as primary point of contact for the CITY. Verifies the Program is delivered within budget and is responsible for managing, training, and mentoring the implementation team.

Tony Jung
Sr. Residential
Auditor
650-226-4010
ext. 4 [email protected]
Building Performance Institute (BPI) trained professional who will perform remote and in-person audits and technical assistance
Robert
Brigham
Sr. Field Manager 510-756-5776 [email protected] General Contractor responsible for overseeing subcontracting and quality assurance for any direct installations of electrification technologies.

To Be Hired
Residential Auditor N/A N/A
BPI trained professional who will perform remote and in-person audits and technical assistance
To Be Hired
Energy Advisor N/A N/A
Specialized customer support to provide technical assistance, facilitate the customer journey, and enable enrollment in City programs.

To Be Hired
Operations
Specialist N/A N/A
Desktop review, quality control, and operational support for rebate administration.

F. HEG Program Implementation and Delivery
TASK A.1 HOME EFFICIENCY GENIE PROGRAM PLANNING AND KICK OFF

Task A.1.1 Program Kick-Off Meeting
DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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CONSULTANT will develop an agenda for the Program Kick Off Meeting and organize the Kick-Off Meeting with CITY staff to review HEG Program design and delivery, roles, timelines and priorities in the delivery of the HEG Program. The meeting will also cover logistics, marketing, coordination, measurement and verification activities, establishing CONSULTANT systems, invoicing requirements, reports, and any remaining implementation questions. CONSULTANT and CITY will refine timelines and identify additional CITY needs for the Program. CONSULTANT will identify customer data needs from CITY to inform customer segment analyses and outreach.

Task A.1.1 Deliverable: Meeting agenda and meeting minutes

Task A.1.2 Develop HEG Program Policies and Procedures Manual

CONSULTANT shall develop the HEG Policies and Procedures Manual for use by CITY and CONSULTANT, which will include, at a minimum, the following:
i. the terms and conditions for eligible customers to participate in the HEG Program; ii. the process for customers to participate in the HEG Program; iii. the process for providing Energy and Water Advising Services to General Inquiry, Home Assessment, Case Management and AHPWHP Program Customers in the HEG Program (Task A.3);
iv. an exhaustive list of services included with Virtual, In-Home, and Advanced In- Home Assessments per descriptions in Table A-1;
v. the process for scheduling, performing, delivering Home Assessments (Task A.4) and other HEG Program activities;
vi. the process to recruit, enroll, and manage Trade Allies (Task A.5.1); vii. the process for obtaining and delivering the completed HEG Customer Feedback Form (Task A.1.7) and Trade Ally Feedback Form (Task A.1.9); viii. the process for managing and entering HEG Program data into CITY’s program platform(s), such as the CITY’s Energy Efficiency Collaboration Platform (Tasks A.7.1);
ix. the process for providing HEG Program Reports (Task A.7.2); x. the process for completing HEG Program Invoices (Tasks A.7.3).

CONSULTANT will submit a draft HEG Program Policies and Procedures Manual to CITY for review and approval before finalizing and will provide written revisions and updates to the HEG Program Policies and Procedures Manual upon CITY request. CONSULTANT will adhere to and document its compliance with applicable policies and procedures in the HEG Program Policies and Procedures Manual as it performs the Services in this Scope of Work.

Task A.1.2 Deliverable: HEG Program Policies and Procedures Manual

Task A.1.3 Update Home Assessment Agreement

CONSULTANT will update the existing Home Assessment Agreement to include the following, at a minimum:
i. Provides an overview of the HEG Program
ii. Grants CONSULTANT permission to perform the Home Assessment to DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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determine energy, water, and electrification opportunities available to customer under the City’s HEG Program;
iii. Fully indemnifies CITY against all loss, damages, costs, and liability arising from any claims stemming from the Home Assessment;
iv. Collects basic information from the customer, including but not limited to customer contact information and installation address;
v. States customer co-payment amount, which will be mutually agreed upon by CITY and CONSULTANT

CONSULTANT will submit the Home Assessment Agreement to CITY for review and approval and will revise and update the Home Assessment Agreement, including adding additional elements, as directed by CITY before use. CONSULTANT will provide the Home Assessment Agreement to customers in both electronic and paper formats. CONSULTANT will scan paper forms completed by customers and submit them to CITY electronically, as well as in their original paper format.

Task A.1.3 Deliverable: Home Assessment Agreement

Task A.1.4 Update Home Assessment Report Templates

CONSULTANT will provide a Home Assessment Report to the customer following their Home Assessment. CONSULTANT will update the existing Home Assessment Report templates for Virtual and In-Home Assessments which will include the following elements:
i. Inventory and photos of physical conditions, effective age and estimated remaining lifespans of equipment and appliances;
ii. Identification of whole house efficiency and optimization opportunities including, but not limited to, building envelope, lighting, various energy appliances, measures, and potential occupant behaviors;
iii. Quantification of each device's estimated energy consumption and opportunities for enhanced energy-use efficiency, water efficiency, and electrification; iv. Evaluation of the condition and capacity of the existing electric panel and recommended upgrades that may be necessary to enable the proposed measures; v. Recommended locations for new electrical equipment, noting any observed space or structural constraints and possible remedies;
vi. Clear and actionable energy and water savings and electrification recommendations to educate the customer.

The Home Assessment Report for Advanced In-Home Assessments will include all elements included in Virtual and In-Home Assessment Reports, as well as the following elements:
i. Home performance information and parameter values resulting from diagnostic testing including blower door test, duct system pressure test, and infrared camera scans where applicable;
ii. Identification of whole house efficiency and optimization opportunities including, but not limited to, building envelope, lighting, various energy appliances, measures, and potential occupant behaviors;
iii. Home performance information and parameter values expected after recommended building envelope improvements are made;
iv. Size recommendations of HVAC equipment without building envelope DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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improvements;
v. Size recommendations of HVAC equipment with building envelope improvements.

CONSULTANT will submit the Home Assessment Report Templates for CITY review and approval and will revise as directed by CITY before use. Once finalized and approved by CITY, the Home Assessment Report Templates will be provided by CONSULTANT to the customer and will include information necessary for the customer to understand energy and water efficiency opportunities available to them. CONSULTANT will provide written revisions and updates to the Home Assessment Reports upon CITY request.

Task A.1.4 Deliverable: Virtual, In-Home, and Advanced In-Home Assessment Report Templates

Task A.1.5 Update HEG Program Report Template

CONULTANT will update the standard HEG Program Report template to meet CITY’s reporting requirements and deliver it to the CITY monthly, quarterly, and annually.

CONSULTANT will assist CITY in finalizing HEG Program performance metrics to include in the HEG Program Reports. The HEG Program Report will also provide summary statistics which shall include the following at minimum:

i. Number of pending and completed Home Assessments;
ii. Number of Efficiency Toolkits provided;
iii. Number of EE, WE, and BE projects completed by customer that customer completed via their participation in CONSULTANT’s Energy and Water Advising or Home Assessment services;
iv. Program referrals and additional customer participation in City programs resulting from Energy and Water Advising or Home Assessment services; v. Savings associated with Energy Toolkit or completed projects including:
a) Gross and net annual deemed kWh;
b) Gross and net lifetime kWh deemed savings;
c) Gross and net annual kW demand deemed savings;
d) Gross and net lifetime kW demand deemed savings;
e) Gross and net annual therms deemed savings;
f) Gross and net lifetime therms deemed savings;
g) Gross and net annual deemed greenhouse gas (GHG) emissions savings; h) Gross and net lifetime deemed GHG emissions savings; vi. Number of Trade Allies enrolled;
vii. Number of Trade Ally trainings completed;
viii. Program dashboards with the following information:
a) Account type totals;
b) New account totals;
c) Net Promoter Score;
d) Project Conversion Rates;
e) New lead totals;
f) Program savings totals (by period and total for program).

CONSULTANT will submit the HEG Program Report Template to CITY for review and DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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approval and will revise and update the HEG Program Report Template as directed by CITY before use.

Task A.1.5 Deliverable: HEG Program Report Template

Task A.1.6 Update HEG Program Invoice Template

CONSULTANT will update the standard HEG Program Invoice Template to meet CITY’s invoicing requirements, including, but not limited to:
i. Name of company providing invoice (CLEAResult, Inc.); ii. Invoice number;
iii. Invoice date;
iv. CONSULTANT’s remit-to address for invoicing;
v. Description of work performed;
vi. Narrative describing the items billed in the applicable period; vii. Invoice amount, broken down as requested by CITY according to category of work viii. Number of advising hours, including report detailing activities completed during advising hours;
ix. Number of completed Home Assessments by category: 1) Virtual, 2) In-Home, and 3) Advanced In-Home;
x. Additional services performed.

CONSULTANT will submit the HEG Program Invoice Template to CITY for review and approval and will revise and update the HEG Program Invoice Template as directed by CITY before use.

Task A.1.6 Deliverable: HEG Program Invoice Template

Task A.1.7 Update HEG Customer Feedback Forms

CONSULTANT will update the HEG Customer Feedback Form Template for each of the 4 customer types described in the Overview section. The HEG Customer Feedback Form gives customers the opportunity to evaluate the HEG services that were provided to the customer, including Energy and Water Advising Services, the Home Assessment, the on-going customer support, and the overall customer experience associated with the HEG Program. The HEG Customer Feedback Form must include a question for the customer that enables CITY to calculate a Net Promotor Score (NPS) value, which is a standardized metric used to assess customer satisfaction. CONSULTANT will pursue continuous improvements to achieve the target NPS score in Table A-2.

CONSULTANT will submit the HEG Customer Feedback Form Templates to CITY for review and approval and will revise and update them as directed by CITY before use. CONSULTANT will provide the HEG Customer Feedback Forms to customers in either electronic and paper formats. CONSULTANT will scan paper forms completed by customers and submit them to CITY electronically, as well as in their original paper format.

Task A.1.7 Deliverable: HEG Customer Feedback Form Template

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Task A.1.8 Update Trade Ally Participation Agreement

CONSULTANT will update a Trade Ally Participation Agreement that includes the following, at a minimum:
i. Provides an overview of the Trade Ally network;
ii. Provides requirements for Trade Allies to participate, including but not limited to insurance certification and information, W9, and attending a Trade Ally training; iii. Collects basic information from the Trade Ally, including but not limited to contact information and Contractor’s License(s).

CONSULTANT will submit the Trade Ally Participation Agreement to CITY for review and approval and will revise and update the Trade Ally Participation Agreement, including adding additional elements, as directed by CITY before use. CONSULTANT will provide the Trade Ally Participation Agreement to Trade Allies in both electronic and paper formats.

CONSULTANT will scan paper forms completed by Trade Allies and submit them to CITY electronically, as well as in their original paper format.

Task A.1.8 Deliverable: Trade Ally Participation Agreement Template

Task A.1.9 Update Trade Ally Feedback Forms

CONSULTANT will update a Trade Ally Feedback Form Template. The Trade Ally Feedback Form gives customers the opportunity to evaluate the Trade Ally network, the on-going customer support, and the programs and policies associated with the Trade Ally network. The Trade Ally Feedback Form must include a question for the Trade Ally that enables CITY to calculate a Net Promotor Score value. CONSULTANT will pursue continuous improvements to achieve the target NPS score in Table A-2.

CONSULTANT will submit the Trade Ally Feedback Form Templates to CITY for review and approval and will revise and update them as directed by CITY before use. CONSULTANT will provide the Trade Ally Feedback Forms to Trade Allies in both electronic and paper formats.

CONSULTANT will scan paper forms completed by Trade Allies.

Task A.1.9 Deliverable: Trade Ally Feedback Form Template Task A.1.10 Host Ongoing Program Implementation Meetings

CONSULTANT’s assigned point of contact will meet with the CITY team on a monthly basis and will also be available for a weekly check-in phone call with the CITY team.

CONSULTANT will be available as necessary at any time to ensure effective Program implementation.

TASK A.2 – HOME EFFICIENCY GENIE PROGRAM MARKETING

Task A.2.1 Implement Marketing and Outreach Activities

CONSULTANT will market the HEG Program as directed by the CITY’s Project Manager.

These marketing activities shall include the following at minimum, and any changes must be mutually agreed upon in writing via email:

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i. Email or direct mail communications;
ii. Outbound call campaigns;
iii. Tabling at various CITY locations (e.g. libraries, City Hall and Community Centers, local retail establishments);
iv. Organizing and hosting community workshops and webinars; v. Participating in CITY sponsored events and workshops (e.g. rooftop solar, electric vehicle, heat pump water heater, water conservation);
vi. Partnering with community groups (e.g. neighborhood associations); vii. Engaging with real estate professionals, Trade Allies , local employers, and other stakeholders.

TASK A.3 – ENERGY AND WATER ADVISING SERVICES IMPLEMENTATION

Task A.3.1 Recruit, Hire, and Train Energy Advisors and Residential Auditors

CONSULTANT will employ Energy Advisors and Residential Auditors that are residential efficiency experts with a strong command of building science technical knowledge, electrification, sales skills, and excellent customer service skills. CONSULTANT’s Energy Advisors will be CITY customers’ main point of contact for the HEG Program and will provide concierge service to assist customers as described in Tasks A.3.2, A.3.3, A.3.4, and A.3.5. Energy Advisors hired by CONSULTANT will demonstrate building science technical knowledge through holding certifications (e.g. Building Performance Institute Certification Building Analyst, Home Energy Rating System Certification, and other similar certifications) or equivalent education, certification, and experience that demonstrates building science technical knowledge.

CONSULTANT will provide to CITY a list of Energy Advisors and Residential Auditors to staff the HEG Program. CITY will approve Energy Advisors and Residential Auditors for the HEG Program and reserves the right to reject any that do not meet CITY’s standards. If CITY chooses to exercise its right, CONSULTANT shall provide a replacement Energy Advisor or Residential Auditor within 30 days of written CITY notice to CONSULTANT.

Task A.3.2 Provide Energy and Water Advising Services to General Inquiry Customers

CONSULTANT will be available through email and maintain a dedicated phone line with the phone number (650) 713-3411 for phone-based advising. CONSULTANT will provide energy and water advising services to General Inquiry customers via phone and email in support of EE, WE, and BE upgrade projects, which will include the following at minimum.

Any changes must be mutually agreed upon in writing via email:

i. Guidance for residents to reduce their building and transportation emissions through energy saving behaviors and the completion of EE, WE, and BE upgrade projects;
ii. Assistance with customer-facing utility portals such as MyCPAU; iii. Utility bill analysis;
iv. Assistance with selecting contractors or Trade Allies for upgrade projects; v. Reviewing contractor bids;
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vi. Assistance with understanding financing options for upgrade projects; vii. Incentive application assistance and processing;
viii. Referrals to relevant complementary CITY sustainability programs such as electrification and efficiency programs, water conservation programs, waste reduction programs, electrification programs and pilot programs.

CONSULTANT will track customer referrals to complementary programs to measure indirect benefits of the HEG Program. CONSULTANT will also provide ongoing follow -up to all customers to ensure customers take advantage of all the available CITY programs and services, and that customer questions are fully answered.

Task A.3.3 Provide Energy and Water Advising Services to Home Assessment Customers

CONSULTANT will provide the same energy and water advising services to Home Assessment Customers as provided to General Inquiry Customers, with the following additions:

i. Enroll customers for Home Assessment by c ollecting signed Home Assessment Agreement;
ii. Provide Home Assessment Report review and ongoing follow-up and engagement.

Task A.3.4 Provide Energy and Water Advising to Case Management Customers

CONSULTANT will provide the same energy and water advising to Case Management Customers as provided to General Inquiry Customers, with the following additions:

i. Assist customers with application and enrollment processes for CITY ’s income or assistance programs such as CITY’s Rate Assistance Program; ii. Host and assist with workshops and events to generate new customer enrollments in CITY’s income-qualifying programs;
iii. Coordinate with and receive referrals from other income-qualified CITY, State, or Federal Programs such as the Home Energy Assistance Program (HEAP).

In order to serve Case Management Customers who may be hard-to-reach and experience additional barriers to entry such as language access, CONSULTANT will work to reduce barriers by providing activities, such as providing language interpretation services and translated marketing materials and program documents. CONSULTANT will identify additional barriers to entry for Case Management Customers and provide proposed solutions.

Task A.3.5 Provide Advising Services to Advanced Heat Pump Water Heater Pilot Program Customers

CONSULTANT will provide energy advising services to AHPWHP Program Customers via phone and email. CONSULTANT will provide electrification and efficiency concierge services to qualified CITY customers that will include the following at minimum. Any changes must be mutually agreed upon in writing via email:
i. Identify and screen customers based on the AHPWHP Program qualification s for site assessments;
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ii. Educate customers on HPWH product technologies and basic operation, potential installation and operational difficulties, possible costs, and any questions related to HPWHs;
iii. Coordinate with CITY’s third-party contractor to schedule site assessment; iv. Collect customer documents required by AHPWHPP such as the Customer Site Assessment Agreement;
v. Determine customer eligibility for financing programs and educate customers on financing terms and conditions;
vi. Provide ongoing support for any AHPWHP Program-related questions, and inform CITY and CITY’s third- party contractor of any customer concerns or questions within three (3) business days.

Task A.3.6 Provide Supporting Services
At CITY’s request, CONSULTANT will provide supporting services to optimize the HEG program, such as:
i. evaluating HEG Program efficacy for participating customers by comparing pre - and post-HEG Program energy consumption, where available, and shall include this information in reports;
ii. discussing potential HEG Program enhancements.

TASK A.4 HOME ASSESSMENTS IMPLEMENTATION

Task A.4.1 Enroll Customers for Home Assessments

CONSULTANT will explain the key differences of the three types of Home Assessments to customers and assist customers in selecting one for enrollment. CONSULTANT will screen and schedule a Home Assessment for customer. Customer enrollment occurs when CONSULTANT gains customer’s signature on the Home Assessment Agreement between CONSULTANT and customer. CONSULTANT will collect or waive any customer co- payments, as applicable. The co-payment amount will be mutually agreed upon by CITY and CONSULTANT and any changes in co-payment amount must be mutually agreed upon via email.

Task A.4.2 Perform Virtual, In-Home, and Advanced In-Home Home Efficiency and Electrification Assessments

CONSULTANT will perform the Home Assessment selected by customer.

For Virtual Assessments, CONSULTANT will:

1. Use an interactive electronic platform to review conditions in the home, document existing equipment, and review comfort, energy and water use concerns;

2. Gather relevant information and images as defined in Task A.1.4 to create the Virtual Home Assessment Report.

For In-Home and Advanced In-Home Assessments, CONSULTANT will:

1. Schedule a visit to customer’s home;

2. Gather relevant information, images, and data from diagnostic tests as defined for each type of Home Assessment in Task A.1.4 to create the In-Home or Advanced In-Home DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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Home Assessment Report;

3. Provide an Efficiency Toolkit.

Task A.4.3 Complete Home Assessment Reports

Upon completion of the Virtual, In-Home, or Advanced In-Home Assessment, CONSULTANT will prepare a customized Home Assessment Report using the Home Assessment Report Template according to the type of Home Assessment that was performed (Task A.1.4). Depending on the type of home, the Home Assessment Report contents may vary. CONSULTANT will coordinate with CITY to promote CITY's other energy and water efficiency, electrification, demand response and offerings to maximize benefit to customers.

Such coordination may result in referrals to other programs or joint delivery of services.

CONSULTANT will deliver the Home Assessment Report to customer and explain findings to help customers navigate the EE, WE, and BE upgrade process. CONSULTANT will not offer, solicit or provide any non-CITY/CPAU programs or services under this Agreement.

TASK A.5 – TRADE ALLY MANAGEMENT
Task A.5.1 Recruit, Enroll, and Manage Trade Allies

CONSULTANT will develop and adhere to the process for enrolling and removing Trade Allies, including executing a Trade Ally Participation Agreement . After vetting Trade Allies, CONSULTANT will create a list of Trade Allies and submit to CITY for approval prior to distribution. All lists must include a CITY -approved disclosure statement, such as the following: “Note: This list is provided as a courtesy resource only. The City does not require or endorse the use of any of these firms. This list is not to be construed as exc lusive, comprehensive, or limiting in any way.”

Task A.5.2 Onboard and Host Trainings for Trade Allies

CONSULTANT shall provide at least four (4) in-person and/or online HEG Program trainings for Trade Allies per year. Trainings will cover Trade Ally enrollment processes and rebate program eligibility and processes. CONSULTANT will provide the training materials to CITY for approval prior to use.

Task A.5.3 Provide Project Advising to Trade Allies

CONSULTANT will provide EE, WE, and BE project advising services to Trade Allies that will include the following at minimum. Any changes must be mutually agreed upon in writing via email:
i. Assistance with applying for applicable CITY rebates on behalf of customer; ii. Resources and training for installing EE, WE, and BE upgrade projects; iii. Building permit and inspection coordination with CITY’s Planning and Development Services Department.

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CONSULTANT will ensure that all manufacturer product warranties held either by CONSULTANT or Trade Allies will be transferred to the customer upon installation, and CONSULTANT will be available to troubleshoot and/or replace any defective measures for customers.

CONSULTANT will confirm Trade Allies’ licensing and insurance and monitor customer feedback on Trade Allies’ performance.

Task A.5.4 Support Trade Allies’ Outreach to Customers
CONSULTANT will support Trade Allies’ outreach to customers by offering consultative sales and outreach support, providing HEG Program materials, and inviting for Trade Allies to participate in community events. CONSULTANT will train Trade Allies on HEG Program requirements to share with customers.

TASK A.6 – CUSTOMER FEEDBACK
Task A.6.1 Provide Customer Service, Feedback, and Issue Resolution

CONSULTANT will provide a dedicated phone number for all CITY customer contacts for scheduling Home Assessments, providing program information, and answering customer or Trade Ally inquiries during normal business hours, Monday through Friday between 8 AM – 5 PM.

CONSULTANT will request feedback as described in HEG Customer Feedback Form (Task A.1.7) and Trade Allies Feedback Form (Task A.1.9). CONSULTANT will enter feedback data into CITY’s chosen platform and provide feedback results to CITY in monthly invoicing and reporting. CITY retains the right to separately survey Program participants.

CONSULTANT will address and attempt to resolve all issues discovered through either survey feedback or other means of contact within five (5) business days. CONSULTANT will pursue continuous improvements to drive high program satisfaction and NPS targets as described in Table A-1. If any issues cannot be resolved to the satisfaction of the customer by CONSULTANT within five (5) business days, CONSULTANT shall immediately provide CITY with a detailed description of any such complaint which will include the name and contact information of the customer and any other information requested by CITY.

TASK A.7 HEG PROGRAM INVOICING AND REPORTING
Task A.7.1 Data Management

CONSULTANT shall provide data tracking, analysis, and reporting as well as actionable insights regarding real-time HEG Program performance. CONSULTANT will utilize its own system to update the CITY’s program platform such as Energy Efficiency Collaboration Platform. In addition to tracking HEG Program progress, CONSULTANT shall track detailed customer information such as barriers and motivations as well as planned future upgrades to support on-going HEG Program operations.

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CONSULTANT will respond to CITY’s written data requests within 30 calendar days to meet evaluation, measurement, and verification (“EM&V” and other regulatory requirements. CONSULTANT will interface with CITY’s contracted EM&V firms as necessary.

Task A.7.2 Reporting

CONSULTANT will provide completed HEG Program Reports on CITY-approved reporting templates (Task A.1.5) on a monthly basis.

HEG Program Reports are critical to the success of the programs described herein, and therefore CONSULTANT’s timely submittal of complete and accurate HEG Program Reports is required in order for CONSUTLANT to receive payments under this Agreement.

Task A.7.3 Invoicing

Using the HEG Program Invoice Template (Task A.1.6), CONSULTANT will invoice CITY on a monthly basis consistent with Section 5 of the Agreement and in accordance with the more specific guidelines set forth in this Exhibit “A,” Task A.1.6, and in Exhibit “C”, “Compensation” through the CITY designated submission approach or system.

Proper record-keeping is critical for the success of the programs described herein. As such, CONSULTANT must timely and accurately provide the Completed HEG Program Invoice and Completed HEG Program Report in order to receive payment for Services under this Agreement.

TASK A.8 HEG PROGRAM CLOSEOUT

Task A.8.1 Resolve Outstanding Jobs in Progress

CONSULTANT will complete all outstanding projects in progress and resolve any complaints from previously completed projects as a prerequisite for CITY to process CONSULTANT’s invoices.

Task A.8.2 Develop and Submit Final Program Report

CONSULTANT will submit a “HEG Program Final Report”, which includes a written overview of the HEG Program and a spreadsheet detailing the budgeted and actual HEG Program cost. The HEG Program Final Report will include HEG Program achievements, challenges, goals, and lessons learned. CONSULTANT will deliver the HEG Program Final Report within 30 calendar days before the end of the Term.

II. OVERVIEW OF RESIDENTIAL REBATE PROGRAM SERVICES
Residential Rebate Program Services (“RR Services”) support the CITY’s Residential Rebate Program (“RR Program”), which provides rebates and incentives to CITY residential customers DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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who install qualifying BE and EE equipment (“RR Eligible Measures”). RR Services will be carried out only at CITY’s request.

RR Services fall into three (3) categories:
1) Residential Rebate (RR) Eligible Measures List Development; 2) Residential Rebate (RR) Program Support;
3) Residential Rebate Administration Platform Development.

A. Staffing Plan
CONSULTANT agrees to staff RR Services in accordance with the Staffing Plan set forth in Table A-4. CONSULTANT will notify the CITY in writing concerning proposed changes to the staffing plan, and all such changes will require the prior written consent of the CITY.

CITY may (i) request that CONSULTANT conduct criminal background checks to CITY’s satisfaction on all CONSULTANT’s staff that may enter customer premises, and (ii) require that any staff of CONSULTANT that fails the background check will not be permitted to enter any customer premises.

Table A-4 Residential Rebate Services Staffing Plan
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Name Title Phone Email
Kim DiCello
Sr. Program Director 415-965-3023 [email protected] Develops strategies and tactics to deliver effective program performance by directing the work of employees assigned to the program from technical, marketing, operations, analytics, and administrative areas.

Marc Bigby
Sr. Program Manager 925-297-5057 [email protected] Responsible for overseeing the portfolio of downstream residential programs in California and will instill best practices to enable the Program to be delivered within budget to meet Program goals.

Paul Koepke
Associate Program
Manager
650-226-4010
ext 2
[email protected]
Serves as primary point of contact for the CITY. Verifies the Program is delivered within budget and is responsible for managing, training, and mentoring the implementation team.

Tony Jung
Sr. Residential
Auditor
650-226-4010
ext. 4 [email protected]
BPI trained professional who will perform remote and in-person audits and technical assistance
Robert
Brigham
Sr. Field Manager 510-756-5776 [email protected] General Contractor responsible for overseeing subcontracting and quality assurance for any direct installations of electrification technologies.

To Be Hired
Residential Auditor N/A N/A
BPI trained professional who will perform remote and in-person audits and technical assistance
To Be Hired
Energy Advisor N/A N/A
Specialized customer support to provide technical assistance, facilitate the customer journey, and enable enrollment in City programs.

To Be Hired
Operations
Specialist N/A N/A
Desktop review, quality control, and operational support for rebate administration.

B. Description of Residential Rebate Services
TASK B.1 RESIDENTIAL REBATE SERVICES PLANNING

Task B.1.1 Residential Rebate Services Planning Meetings

CONSULTANT will develop an agenda for RR Services Planning Meetings and organize the Planning Meetings with CITY staff to review RR Services, roles, timelines and priorities in the delivery of the RR Services. The Planning Meetings will also cover logistics, marketing, coordination, measurement and verification activities, establishing systems, invoicing requirements, reports, and any remaining implementation questions. CONSULTANT and CITY will discuss new technologies as potential Residential Rebate Eligible Measures where appropriate, refine timelines and identify additional CITY needs for its RR Program.

CONSULTANT’s assigned point of contact will meet with the CITY team on a monthly DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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basis and will also be available for a weekly check-in phone call with the CITY team.

CONSULTANT will be available as necessary at any time to ensure effective RR Services are being delivered.

Task B.1.1 Deliverable: Meeting agenda and meeting minutes

Task B.1.2 Develop RR Services Invoice Template

CONSULTANT will create a standard RR Services Invoice Template to meet CPAU’s invoicing requirements, including, but not limited to:
i. name of company providing invoice (CLEAResult);
ii. invoice number;
iii. invoice date;
iv. CLEAResult’s remit-to address for invoicing;
v. number of rebate administration hours or one-time costs; vi. invoice amount, broken down as requested by CITY according to category of work; vii. number of applications processed;
viii. Program dashboards with invoice and summary details.

CONSULTANT will submit the RR Services Invoice Template to CITY for review and approval before use and will revise and update the RR Services Invoice Template as directed by CITY before use.

Task B.1.2 Deliverable: RR Services Invoice Template

TASK B.2 RESIDENTIAL REBATE ELIGIBLE MEASURES LIST DEVELOPMENT Task B.2.1 Develop Residential Rebate Eligible Measure List

CONSULTANT will develop a RR Eligible Measures List as a part of the RR Program. The RR Eligible Measure List will include 10 CITY-approved rebate measure categories (e.g., insulation, weatherization, HVAC, water heating, BE appliances, electric panel, etc.) with several variations (central HVAC, mini split HVAC, etc.) within each category. Projected energy and water savings must be based on credible sources such as the California Technical Forum (“CalTF”) electronic Technical Reference Manual (“eTRM”), California Public Utility Commission (“CPUC”) Database for Energy Efficiency Resources, approved workpapers, etc.

CONSULTANT will provide CITY Project Manager with an RR Eligible Measure List of proposed rebate measures, which shall include the following. Any changes must be mutually agreed upon in writing via email:
i.

Measure description;
ii. Unit of measure for rebate (e.g. sq. feet, ton, per unit, etc.); iii. Maximum quantity per customer;
iv. Compensation to customer per measure, including rebates or bonus incentives (also DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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known as “kickers”) for completing multiple measures;
v. Annual savings per unit (e.g. kWh, kW, therms, CCF, greenhouse gas emissions, etc.);
vi. Effective Useful Life;
vii. Cost effectiveness (e.g. dollars per metric ton of GHG emissions avoided); viii. Source of savings (Electronic Technical Reference Manual (eTRM), Database for Energy Efficient Resources (DEER), etc.);
ix. The process for identifying, measuring and verifying measure savings; x. Effective Period;
xi. Qualifying criteria for approved measures (e.g. documentation required, equipment characteristics, inspections, etc.).

CONSULTANT will submit the RR Eligible Measure List of proposed rebate measures to CITY for review and approval.

Task B.2.1 Deliverable: Residential Rebate Eligible Measure List

TASK B.3 RESIDENTIAL REBATE PROGRAM SUPPORT

Upon CITY’s written notification via email, CONSULTANT will provide the following services in support of CITY’s RR Program.

Task B.3.1 Review and Process Customer Applications for Reserving Rebates Rebate applications will be submitted by the customer or Trade Allies to reserve rebate funds via the CITY’s chosen platform such as Energy Efficiency Collaboration Platform (EECP) or CONSULTANT-hosted Residential Rebate Administration Platform (“CONSULTANT Platform”) (see Task B.4).

Upon receipt of rebate application, CONSULTANT will:

1. Review all customer applications within five (5) business days to ensure there are existing rebate funds and customer application meets RR Program qualifications and RR Eligible Measures requirements;

2. CONSULTANT will notify customer and CITY Project Manager of application approval or denial, including reason for denial.
a. If the rebate application is not approved, CONSULTANT will provide guidance and suggestions to help the customer achieve approval.
b. If the application is approved, CONSULTANT will guide customer through next steps of installation process, consistent with Energy and Water Advising Services to General Inquiry Customers (see Task A.3.2).

Task B.3.2 Review and Process Customer Installation Results for Processing Rebate Payments Installation results will be submitted by the customer or Trade Allies to process payment of reserved rebate funds via the CITY’s chosen platform.

Upon receipt of customer’s installation results, CONSULTANT will:

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1) Review customer’s installation results within three (3) business days of receipt.

CONSULTANT will review all installation documentation to ensure customer’s project meets RR Program and Eligible Measures requirements for rebate and incentive payment. 2) CONSULTANT will notify customer and CITY Project Manager of installation results approval or denial, including reason for denial.
a. If the installation results are not approved, CONSULTANT will provide guidance and suggestions to help the customer achieve approval.
b. If the installation results are approved, CONSULTANT will guide customer through next steps of receiving rebate and incentive payment.

Task B.3.3 Submit Approved Projects for Payment

Upon successful approval of installation results, CONSULTANT will notify CITY Project Manager via CITY platform that customer’s project meets all requirements for rebate payment
.

Task B.3.4 Update RR Eligible Measure List

Sixty days before the start of each fiscal year, or as requested by CITY, but no more than two (2) times per fiscal year, CONSULTANT will update the RR Eligible Measure List. The proposed tables will include any new RR Eligible Measures proposed by CITY or CONSULTANT as well as changes to effective period that reflect measures no longer offered.

Task B.3.5 Provide Quality Assurance and Quality Control Inspections

As directed by CITY, CONSULTANT will complete on-going quality assurance and quality control (“QA & QC”) activities as to verify that each project has been installed properly and documented accurately. CONSULTANT will track, analyze, and report on QA & QC results.

The QA & QC process helps to verify that savings are accurately calculated to maintain high realization rates. The QC process will include, but not be limited to, review of project documentation to verify customer-installed measures meet rebate program eligibility requirements, and on-site inspections for up to 10% of projects to confirm presence and quality of installation for incentivized equipment.

Task B.3.6 Troubleshoot and Update Rebate Platform

CONSULTANT will notify CITY Project Manager of any improvements to streamline the rebate application and rebate payment process. CONSULTANT will work with CITY Project Manager to make these improvements in CITY-chosen platform. Upon request, CONSULTANT will offer CITY support in suggesting, scoping and testing system improvements and optimizations.

TASK B.4 RESIDENTIAL REBATE ADMINISTRATION PLATFORM

DEVELOPMENT

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If requested by CITY in writing via email and agreed upon by CONSULTANT via email, CONSULTANT will develop and operate a CONSULTANT-hosted Residential Rebate Administration Platform (“CONSULTANT Platform”) as described in Task B of the Scope.

Task B.4.1 Develop Rebate Administration Platform

CONSULTANT will develop CONSULTANT Platform to provide Residential Rebate Program Support (Task B.3). The CONSULTANT Platform will include the following features and capabilities and any changes must be mutually agreed upon in writing via email:
i. Customer portal for rebate submission and payment with the ability for customers to submit project information (e.g. customer contact information, existing equipment information, installed equipment information, costs, contractors, etc.); ii. Trade Ally portal for rebate submission and payment with the ability for Trade Allies to submit project information ((e.g. customer contact information, existing equipment information, installed equipment information, costs, etc.); iii. Ability to set-up customer data exchange from CITY to CONSULTANT, and data exchange for completed applications back to CITY;
iv. Ability to include CITY logo and match style and design (e.g. colors, fonts, etc.) as defined in CITY’s Style Guide;
v. Ability to upload documentation (e.g. photos, electronic copies of permits, etc.); vi. Ability for CONSULTANT to update customer project information upon request; vii. Ability for CONSULTANT to track changes made to customer applications; viii. Ability to confirm RR Program and RR Eligible Measure requirements; ix. Ability to track application status;
x. Ability to track savings on customer, measure, and program-wide basis; xi. Ability to track RR Program costs;
xii. Ability to track customer feedback;
xiii. Ability to have a test or sandbox environment to ensure agreed upon specifications function properly
xiv. Ability to provide reports consistent with the Residential Rebate Report Template (Task B.4.3)

Task B.4.2 Provide Rebate Administration Platform Technical Services

CONSULTANT will provide technical services to maintain the Platform, including:
i. IT support for tickets, bugs, and issues;
ii. IT and engineering support for measure updates and changes that may be needed.

Task B.4.3 Develop Residential Rebate Platform Report Template

CONSULTANT will create a standard RR Platform Report Template that summarizes activities in CONSULTANT’s Platform. This RR Platform Report will be delivered monthly, quarterly, and annually to meet CITY’s reporting requirements.

CONSULTANT will assist CITY in finalizing program performance metrics to include in the RR Platform Report. The RR Platform Report will provide summary statistics including the following, with any changes being mutually agreed upon in writing via email:

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i. Number of rebates processed including type of RR Eligible Measures installed and rebate amount;
ii. Installed equipment and measures costs;
iii. Gross and net annual kWh deemed savings;
iv. Gross and net lifetime kWh deemed savings;
v. Gross and net annual kW demand deemed savings;
vi. Gross and net lifetime kW demand deemed savings;
vii. Gross and net annual therm deemed savings;
viii. Gross and net lifetime therm deemed savings;
ix. Gross and net annual deemed greenhouse gas (GHG) emissions; x. Gross and net lifetime deemed GHG savings.

CONSULTANT will submit the RR Platform Report Template to CITY for review and approval before use and will revise and update the RR Platform Report Template as directed by CITY before use.

Task B.4.3 Deliverable: Residential Rebate Platform Report Template Task B.4.4 Develop Customer Feedback Form

CONSULTANT will develop a RR Customer Feedback Template. The RR Customer Feedback Form will evaluate the rebate processing process, the on-going customer support, and the overall customer experience associated with the CONSULTANT Platform. The RR Customer Feedback Form must include a question for the customer that enables CITY to calculate a Net Promoter Score value.

CONSULTANT will submit the RR Customer Feedback Form Template to CITY for review and approval and will revise and update them as directed by CITY before use.

CONSULTANT will provide the RR Customer Feedback Form to customers in customer’s preferred format, either electronic or paper format. CONSULTANT will scan paper forms completed by customers and submit them to CITY electronically, as well as in their original paper format.

Task B.4.4 Deliverable: RR Customer Feedback Form Template

TASK B.5 RESIDENTIAL REBATE SERVICES DATA MANAGEMENT AND

INVOICING

Task B.5.1 Data Management

CONSULTANT will provide data tracking, analysis and reporting as well as actionable insights regarding real-time performance for RR Services. CONSULTANT will share customer account records with CITY and will respond to CITY’s reasonable written data requests within 30 calendar days to meet evaluation, measurement, and verification (“EM&V”) and other regulatory requirements.

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CONSULTANT will provide data and information from the CONSULTANT Platform in an electronic format that can be easily integrated with CITY program platforms such as EECP.

CITY will own all customer information and program data. CONSULTANT will adhere to the CITY’s Exhibit F - Information Privacy Policy and Exhibit G - Cybersecurity Terms and Conditions; specifically, CONSULTANT will protect the confidentiality of all customer information and program data used, prevent any sale or release of such information and data to third parties, and ensure CITY has secure access to all customer information and data collected through the CONSULTANT Platform
Task B.5.2 Invoicing

Using the RR Services Invoice Template (Task B.1.2), CONSULTANT will invoice CITY on a monthly basis consistent with Section 5 of the Agreement and in accordance with the more specific guidelines set forth in this Exhibit “A,” Task B.1.2, and in Exhibit “C”, “Compensation” through the CITY designated submission approach or system.

Proper record-keeping is critical for the success of the services described herein. As such, CONSULTANT must timely and accurately provide the RR Services Invoice in order to receive payments for Services under this Agreement.

TASK B.6 RESIDENTIAL REBATE SERVICES CLOSEOUT

Task B.6.1 Resolve Outstanding Jobs in Progress

The CONSULTANT will complete all outstanding projects and applications in progress and resolve any complaints from previously completed projects as a prerequisite for CITY to process CONSULTANT’s invoices. Any outstanding project applications will be transferred to CITY along with current status and next steps.

Task B.6.2 Develop and Submit Final Report

CONSULTANT will submit a “RR Services Final Report”, which includes a narrative with an overview of the RR Services delivered and a spreadsheet detailing the budgeted and actual RR Services costs. The RR Services Final Report will include RR Services achievements, challenges, goals, and lessons learned. CONSULTANT will deliver the final report within 30 calendar days before the end of the Term.

Task B.5.2 Deliverable: RR Services Final Report

IV. Overview of Turnkey Installation Program

This scope of work is optional at the CITY’s discretion. If CITY opts to proceed with this Scope, it will provide CONSULTANT with 90 days advanced written notice by email to allow for staffing and operational readiness. CONSULTANT will be required to provide current pricing and launch timelines, which must be mutually agreed upon by CONSULTANT and CITY prior to proceeding.

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If directed by CITY, CONSULTANT will implement the Turnkey Installation Program (TI Program) to provide turnkey installation1 services to eligible market-rate single-family and multifamily residential customers. Participating customers will provide CONSULTANT with a co-payment for Eligible Measures installed by CONSULTANT under this Agreement.

CONSULTANT will also cross-promote other applicable CITY/CPAU program offerings, including but not limited to the Home Efficiency Genie program. CONSULTANT will not offer, solicit or provide any non-CITY/CPAU programs or services under this Agreement.

At CITY’s discretion, CONSULTANT will solicit eligible market-rate single-family and multifamily customers through referrals and/or marketing and direct outreach to perform a site assessment. With a site assessment, CONSULTANT will identify eligible measures to be installed at the residential property via the TI Program, as well as estimated project cost.

CONSULTANT will advise and support customers throughout the process of installing CITY- approved measures and verifying quality installation.

A. Turnkey Installation Program Targets
The parties will review the targets regularly to determine whether the Program is on target or whether the Program or goals require adjustment targets.

Term Year 1 Year 2 Year 3 Total
Number of
residences
served
900 900
Table A-5 Turnkey Installation Program targets

B. Turnkey Installation Program Eligible Measures

CONSULTANT will deliver energy savings and greenhouse gas emissions savings to customers through the turnkey installation of:
• “Turnkey Installation Program Eligible Measures” (measures listed in Table C-4 of Exhibit “C,” Compensation)

All work completed by CONSULTANT under this Agreement must comply with the most recently adopted building and appliance efficiency standards. Only energy savings that are achieved in addition to the minimum energy savings mandated by Title 20 and Title 24 can be counted towards program savings targets. CONSULTANT will provide CITY with the projected energy and water savings and supporting documentation for the savings estimates to CITY for all Turnkey Installation Eligible Measures as part of providing Eligible Measure list updates per Task C.1.10 and delivered according to Table 1 of Exhibit "B,” Schedule of Performance.

Projected energy and water savings must be based on sources such as the California Technical Forum (“CalTF”) electronic Technical Reference Manual (“eTRM”), California Public Utility Commission (“CPUC”) Database for Energy Efficiency Resources, City-approved workpapers, etc. If a program measure is not covered by any of these sources, the CONSULTANT will

1 Turnkey installation means start-to-finish installation of equipment, which includes a co-payment contribution from the customer.

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provide the estimated energy savings and workpaper(s) or reference source documenting the savings estimation methodology for City review and approval. CONSULTANT will provide revised energy savings calculations and pricing upon CITY request.

C. Turnkey Installation Program Cost Allocation

CITY and customer will each pay a portion of the total installed costs of each Turnkey Installation Program Eligible Measure identified in Rows 1-6 of Table C-4 of Exhibit “C”. CITY will define customer payment amounts (“Customer Co-Payment”) in the Policies and Procedures Manual (Task C.1.2). CITY’s portion of the total TIP Eligible Measures’ installed cost over the Term will not exceed the Task C NTE of Table C-1, Exhibit C.

All TIP Customer Co-Payment amounts and any other payments from participating customers related to their participation in the Turnkey Installation Program, including any extended warranties or additional services customers may select, if applicable, will be included and clearly disclosed in each customer’s Program Participation Agreement.

D. Turnkey Installation Program Staffing

CONSULTANT agrees to staff the Program in accordance with the Staffing Plan set forth in Table A-6. CONSULTANT shall notify the CITY concerning proposed changes to the staffing plan, and all such changes require the prior written consent of the CITY.

CITY reserves the right to (i) request CONSULTANT conduct criminal background checks to City’s satisfaction on all CONSULTANT’s staff, contractors or agents that may enter customer property, and (ii) require that any staff, contractor or agent of CONSULTANT that fails the background check shall not be permitted to enter any customer premises.

Table A-6 Turnkey Installation Program Staffing Plan
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Name Title Phone Email
Kim DiCello
Sr. Program Director 415-965-3023 [email protected] Develops strategies and tactics to deliver effective program performance by directing the work of employees assigned to the program from technical, marketing, operations, analytics, and administrative areas.

Marc Bigby
Sr. Program Manager 925-297-5057 [email protected] Responsible for overseeing the portfolio of downstream residential programs in California and will instill best practices to enable the Program to be delivered within budget to meet Program goals.

Paul Koepke
Associate Program
Manager
650-226-4010
ext 2
[email protected]
Serves as primary point of contact for the CITY. Verifies the Program is delivered within budget and is responsible for managing, training, and mentoring the implementation team.

Tony Jung
Sr. Residential
Auditor
650-226-4010
ext. 4 [email protected]
BPI trained professional who will perform remote and in-person audits and technical assistance
Robert
Brigham
Sr. Field Manager 510-756-5776 [email protected] General Contractor responsible for overseeing subcontracting and quality assurance for any direct installations of electrification technologies.

To Be Hired
Residential Auditor N/A N/A
BPI trained professional who will perform remote and in-person audits and technical assistance
To Be Hired
Energy Advisor N/A N/A
Specialized customer support to provide technical assistance, facilitate the customer journey, and enable enrollment in City programs.

To Be Hired
Operations
Specialist N/A N/A
Desktop review, quality control, and operational support for rebate administration.

E. Turnkey Installation Program Implementation & Delivery

TASK C.1 TURNKEY INSTALLATION PROGRAM PLANNING AND KICK OFF

Task C.1.1 Program Kick-Off Meeting

CONSULTANT will develop an agenda for the TI Program Kick-Off Meeting and organize the Kick-Off Meeting with CITY staff to review the TI Program design and delivery, roles, timelines and priorities. This meeting will also cover logistics, marketing, coordination, measurement and verification activities, establishing workflow systems, invoicing requirements, reports, and any remaining implementation questions.

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TI Program.

Task C.1.1 Deliverable: Meeting agenda and meeting minutes

Task C.1.2 Update TI Program Policies and Procedures Manual

CONSULTANT will update the TI Program Policies and Procedures Manual, for use by CITY and CONSULTANT, which will include, at a minimum, the following:
i. the terms and conditions for eligible customers to participate in the TI Program, including Customer Co-Payment amounts;
ii. the process for customers to participate in the TI Program; iii. the process for scheduling TI Program activities such as “TI Customer Site Assessments” and “TI Customer Site Assessment Reports” reviews with customers (Task C.2.2)
iv. the process for performing “TI Customer Site Assessments” and identifying potential TIP Eligible Measures and obtaining CITY approval for installation (Tasks C.2.3 and C.2.4);
v. the process for collecting customer payments for Customer Co-Payments and any other program-related costs to customer;
vi. the process for installing TIP Eligible Measures, including a quality assurance and quality control plan that ensures measures are installed and working properly and customers are satisfied (Task C.2.5);
vii. the process for delivering and obtaining completed “TI Project Completion and TI Customer Feedback” forms as part of a customer complaint and resolution plan (Task C.2.6);
viii. the process for managing and entering TI Program data, including but not limited to that from the Customer Information System (“CIS”), into CITY’s program platform(s), such as the CITY’s Energy Efficiency Collaboration Platform (Tasks C.1.7 and C.3.1);
ix. the process for providing “TI Program Reports” (Tasks C.1.8 and C.3.2); x. the process for completing invoicing (Tasks C.1.9 and C.3.3);

CONSULTANT will submit a draft TI Program Policies and Procedures Manual to CITY for review and approval before finalizing and will provide written revisions and updates to the TI Program Policies and Procedures Manual upon CITY request. CONSULTANT will adhere to and document its compliance with applicable policies and procedures in the TI Program Policies and Procedures Manual as it performs the Services in this Scope of Work.

Task C.1.2 Deliverable: TI Program Policies and Procedures Manual

Task C.1.3 Update TI Customer Site Assessment Report

CONSULTANT will update the TI Customer Site Assessment Report Template for CITY review and approval and will revise as directed by CITY before use. Once finalized and approved by CITY, the TI Customer Site Assessment Report will be provided by CONSULTANT to the customer and will include information necessary for the customer to understand energy and water efficiency opportunities available to them under the City’s TI DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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Program. CONSULTANT will provide written revisions and updates to the TI Customer Site Assessment Report Template upon CITY request.

TI Customer Site Assessments will include the following elements regarding equipment and appliances located at the residential property owned or occupied by the customer interested in exploring participation in the TI Program, each to be documented on the TI Customer Site Assessment Report Template:
i. An inventory of physical conditions, age and estimated remaining lifespan(s) of equipment and appliances;
ii. Description of a work plan, including planned work and timeline, that will be executed if customer opts to participate in the TI Program; iii. Estimated cost of work to be performed, for CITY’s review.

At CITY’s discretion, the TI Customer Site Assessment may also include CONSULTANT’s identification of building electrification opportunities. If directed by CITY, CONSULTANT will include the following elements in the TI Customer Site Assessment, each to be documented on the TI Customer Site Assessment Report:
i. Evaluation of the condition and capacity of the existing electrical systems and recommended upgrades that may be necessary to enable building electrification upgrades;
ii. Recommended locations for new electrical equipment, noting any observed space or structural constraints and possible remedies.

Task C.1.3 Deliverable: TI Customer Site Assessment Report Template

Task C.1.4 Update TI Customer Site Assessment Agreement

CONSULTANT will update the TI Customer Site Assessment Agreement that includes the following, at a minimum:
i. Provides an overview of the TI Program;
ii. Grants CONSULTANT permission to perform the TI Customer Site Assessment to determine whether single-family or multifamily property is a good candidate for inclusion in the TI Program;
iii. Fully indemnifies CITY against all loss, damages, costs and liability arising from any claims stemming from the TI Customer Site Assessment; iv. Collects basic information from the customer, including but not limited to customer contact information and installation address.

CONSULTANT will submit the TI Customer Site Assessment Agreement to CITY for review and approval, and will revise and update the TI Customer Site Assessment Agreement, including adding additional elements, as directed by CITY before use.

CONSULTANT will provide the TI Customer Site Assessment Agreement to customers in both electronic and paper formats. CONSULTANT will scan paper forms completed by customers and submit them to CITY electronically, as well as in their original paper format.

Task C.1.4 Deliverable: TI Customer Site Assessment Agreement Template

Task C.1.5 Update TI Program Participation Agreement
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CONSULTANT will update a TI Program Participation Agreement that grants CONSULTANT permission to install TIP Eligible Measures, collect customer Co-Payments and any other program-related costs to customer, if applicable, and enroll customer in any State or local financing programs. The TI Program Participation Agreement will include, at a minimum, the following elements:
i. Customer contact information;
ii. Installation address;
iii. Project scope;
iv. Project costs by line item, including, as well as customer’s sole responsibility for any costs associated with them;
v. Payment options available if customer opts to participate in the TI Program; vi. Customer finance programs such as GoGreen Financing, payment amount, terms, and payment options available if customer opts to participate in the TI Program; vii. Language specifying that only TI Program Eligible Measures are covered under the TI Program Participation Agreement, and CITY is not responsible for any non-TI Program work, equipment, installations or warranties; viii. Language releasing CITY of liability for any claims stemming from the installed measure(s);
ix. Language and/or supplemental forms enrolling customers in any State or local financing programs.

CONSULTANT will submit the TI Program Participation Agreement to CITY for review and approval and will revise and update as directed by CITY before use. CONSULTANT will provide the TI Program Participation Agreement to customers in both electronic and paper formats. CONSULTANT will scan paper forms completed by customers and submit them to CITY electronically, as well as in their original paper format.

Task C.1.5 Deliverable: TI Customer Program Participation Agreement Template

Task C.1.6 Update TI Project Completion and TI Customer Feedback Forms

CONSULTANT will modify a TI Project Completion Form to be executed by customer attesting CONSULTANT’s installation of TIP Eligible Measures is completed and operational to the customer’s satisfaction.

CONSULTANT will modify a TI Customer Feedback Form template. The TI Customer Feedback Form gives customers the opportunity to evaluate the TI Program, including the Site Assessment, the on-going customer support, and the overall customer experience associated with the TI Program. The TI Customer Feedback Form must include, at minimum, a question for the customer that enables CITY to calculate a Net Promotor Score value, which is a standardized metric used to assess customer satisfaction.

CONSULTANT will submit the TI Project Completion Form and TI Customer Feedback Form Templates to CITY for review and approval and will revise and update them as directed by CITY before use. CONSULTANT will provide the TI Project Completion and TI Customer Feedback Forms to customers in both electronic and paper formats.

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electronically, as well as in their original paper format.

Task C.1.6 Deliverable: TI Project Completion Form Template and TI Customer Feedback Form Template

Task C.1.7 Update Customer Information System

CONSULTANT will provide CITY with a searchable, electronic customer information system (CIS). CITY will have access to the CIS to download program participation data and information in an electronic format, such as .csv and .xls file formats, that can be easily integrated with CITY program platforms, including but not limited to the City’s Energy Efficiency Collaboration Platform. CONSULTANT will enter project data, using information from the CIS, into CITY program platforms for program tracking, reporting, and invoicing.

CONSULTANT will design the CIS so that CITY staff will be able to access program data, including the following elements:
i. Customer contact information (name, address, phone, email) ii. Customer qualifications and program eligibility (income, etc.) iii. Customer status for receiving services (pending, completed, no customer response)
iv. Scheduled and completed Site Assessments
v. Existing equipment description (age, model, condition) vi. Site Assessment Report and recommendations provided vii. Customer job orders
viii. Installed equipment and measures (fixtures, quantity, wattage, cost, model) ix. Installed equipment and measures costs
x. Completed customer forms, as described in this Exhibit A (Site Assessment Agreement, Program Participation Agreement, Project Completion Form, Customer Feedback Form).
xi. Non-warranty and warranty related repair issues
xii. Program costs
xiii. Energy and water savings
xiv. Greenhouse gas (GHG) emissions avoided
xv. Summary of customer compliments and/or complaints, and reasons for rejection of proposed installations by customer.
xvi. Customer referrals to other programs
xvii. Customer payments collected for Customer Co-Payments and any other program- related costs to customer;
xviii. Records of customers’ warranties, if any.

CONSULTANT will revise and update the above list of program data to be included in the CIS as directed by CITY. CITY will own all customer information and program data.

CONSULTANT will adhere to the CITY’s Exhibit F - Information Privacy Policy and Exhibit G - Cybersecurity Terms and Conditions; specifically, CONSULTANT will protect the confidentiality of all customer information and program data used, prevent any sale or release of such information and data to third parties, and ensure CITY has secure access to all customer information and data collected through the CIS

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Task C.1.7 Deliverable: Customer Information System

Task C.1.8 Update TI Program Report Template

CONSULTANT will create a standard TI Program Report template to meet CITY’s reporting requirements. This TI Program Report will be delivered monthly, quarterly and annually.

CONSULTANT will assist CITY in finalizing program performance metrics to include in the TI Program Reports. These metrics may include data specified in Task C.1.7, as directed by CITY. The TI Program Report will also provide summary statistics including, but not limited to:

i. Number of pending and completed Site Assessments;
ii. Number and type of measures installed;
iii. Installed equipment and measure costs;
iv. Gross and net annual kWh savings;
v. Gross and net lifetime kWh savings;
vi. Gross and net annual kW demand savings;
vii. Gross and net lifetime kW demand savings;
viii. Gross and net annual therms savings;
ix. Gross and net lifetime therms savings;
x. Gross and net annual greenhouse gas (GHG) emissions; xi. Gross and net lifetime GHG savings.

CONSULTANT will submit the TI Program Report Template to CITY for review and approval and will revise and update the TI Program Report Template as directed by CITY before use.

Task C.1.8 Deliverable: TI Program Report Template

Task C.1.9 Update TI Program Invoice Template

CONSULTANT will create a standard TI Program Invoice Template to meet CITY’s invoicing requirements, including, but not limited to:
i. name of company providing invoice (Synergy);
ii. invoice number;
iii. invoice date;
iv. Synergy’s remit-to address for invoicing;
v. invoice amount, broken out as directed by Project Manager; vi. description of work.

CONSULTANT will submit the TI Program Invoice Template to CITY for review and approval and will revise and update the TI Program Invoice Template as directed by CITY before use.

Task C.1.9 Deliverable: TI Program Invoice Template

Task C.1.10 Provide Eligible Measure List Updates

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Within thirty days of CITY’s Notice to Proceed (NTP) for Task C, CONSULTANT will use Template C-1 to update Table C-4, if necessary. CONSULTANT may propose additional measures or services. Turnkey Installation Program Eligible Measures and Pricing shall be negotiated and agreed to in writing via email by the CITY’s Project Manager and CONSULTANT prior to commencement of the Program.

Sixty days before the start of each fiscal year, or as requested by CITY but no more than two (2) times per fiscal year, CONSULTANT will use Template C-1 to provide to the CITY proposed updates of Table C-4 for CITY review and approval. The proposed tables will include any new TIP Eligible Measures proposed by CITY or CONSULTANT as well as changes to the Effective Period that reflect measures no longer offered.

Task C.1.10 Deliverable: TIP Eligible Measure List Updates

Task C.1.11 Enroll in State or Local Financing Programs

CONSULTANT will enroll in GoGreen Financing, the public-facing platform of the California Hub for Energy Efficiency Financing, as a qualified contractor to provide energy efficiency and electrification installation services in Santa Clara County. When CONSULTANT is successfully enrolled in GoGreen Financing, CONSULTANT will provide CITY a link to the public-facing financing program website for Santa Clara County documenting CONSULTANT’s enrollment or provide CITY with a letter certifying CONSULTANT’s enrollment in the program in Santa Clara County.

If directed by CITY, CONSULTANT will enroll in additional financing programs or enlist third-party financial partners, such as National Energy Improvement Fund, to provide lending services.

CONSULTANT will update the TI Program Participation Agreement (Task C.1.5) with financing programs which CONSULTANT is enrolled in and promote these financing programs to customers participating in the TI Program.

Task C.1.11 Deliverable Listing on public-facing financing program website or letters certifying CONSULTANT’s enrollment

TASK C.2 -

PROGRAM IMPLEMENTATION

Task C.2.1 Implement Marketing and Outreach Activities

CONSULTANT will market CITY programs as directed by the CITY’s Project Manager.

Task C.2.2 Develop Schedule of Activities

CONSULTANT will develop a Schedule of Activities including a work plan and implementation timeline for CONSULTANT’s TI Program activities with CITY customers for CITY review and approval. CONSULTANT will notify CITY’s Project Manager of any delays to the implementation timeline. CONSULTANT will revise and update the Schedule of Activities as directed by CITY before use.

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Task C.2.2 Deliverable: Monthly Schedule of Activities

Task C.2.3 Perform TI Customer Site Assessments and Deliver TI Customer Site Assessment Report

CONSULTANT will:

1) Respond to customers by email and/or phone within two (2) business days of receiving a customer referral or being contacted by customer, whichever comes first, to schedule a TI Customer Site Assessment.
2) Collect all data necessary during the TI Customer Site Assessment visit to develop the TI Customer Site Assessment Report (Task C.1.3).
3) Update Customer Information System (Task C.1.7) and CITY’s program platform with data gathered from the TI Customer Site Assessment for inclusion in the Program Report (Task C.1.8).
4) Deliver a completed TI Customer Site Assessment Report and a detailed estimate of proposed projects to CITY staff for review
5) Once work is approved by CITY, deliver a completed TI Customer Site Assessment Report and detailed estimate of proposed projects to the customer. CONSULTANT will offer to review the report with the customer in person or by phone, as the customer prefers, to explain the findings, address any questions, and begin planning any program installations.
6) Promote CITY's other energy efficiency, demand response, renewable energy and water program offerings to maximize benefit to customers, which is intended to result in referrals to other CITY programs or services. CONSULTANT will direct customers to appropriate CITY resources or vendors to answer questions regarding other CITY programs. CONSULTANT may not offer, solicit or provide any non-CITY/CPAU programs or services under this Agreement.

CITY reserves right to accompany CONSULTANT during TI Customer Site Assessment visits or join CONSULTANT’S review of the TI Customer Site Assessment Report (Task C.1.3) with customer.

Task C.2.4 Execute TI Program Participation Agreement, Collect Customer Payments, and Enroll Customers in Financing Programs

After completing Task C.2.3 with the customer, CONSULTANT will:
1) Provide an unsigned version of the TI Program Participation Agreement (Task C.1.5) to CITY for review and approval before presenting to customer; 2) As necessary, CONSULTANT will coordinate with the customer to correct any errors or omissions identified by CITY in the TI Program Participation Agreement; 3) Upon CITY approval, provide the TI Program Participation Agreement (Task C.1.5) to the customer and obtain customer’s signature;
4) Assist customer in understanding any payments that are the customer’s responsibility, such as Customer Co-Payments;
5) Assist customer in understanding CITY-approved financing programs, options, and payment terms
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6) Return fully executed (by CONSULTANT and customer) copies of TI Program Participation Agreement to CITY for review.
7) Collect any customer payments including Customer Co-Payments. 8) Assist interested customers with enrollment in any CITY-approved State or local financing programs (Task C.1.11).
9) After CITY review and approval of the executed TI Program Participation Agreement, CITY will issue a notice to proceed for CONSULTANT to begin installation work.

Task C.2.5 Install Measures and Provide Post-Installation Quality Control

Upon CITY’s notice to proceed for CONSULTANT to begin installation work, CONSULTANT will:
1) Apply for and obtain any required permits on the customer’s behalf. 2) Install TIP Eligible Measures identified in the executed TI Program Participation Agreement.
a. CONSULTANT will hold the appropriate license(s) for any installation and work performed under this Agreement. All equipment must be installed in accordance with all applicable federal, state, and local laws, building codes, manufacturer’s specifications, and permitting requirements.
b. CONSULTANT will notify CITY Project Manager of any delays which may result in an installation start date later than 120 days from the CITY’s issuance of the notice to proceed.
3) Implement the Quality Assurance and Quality Control Plan to verify each project has been installed properly and documented accurately.
4) Within ten (10) business days of TI Eligible Measure installation, assist customers in understanding equipment operation, including programming and performing preventative maintenance for any Eligible Measures installed under the TI Program; 5) Remain available throughout the installation process to answer questions from customers or CITY about projects. As needed, CONSULTANT will direct customers to appropriate CITY resources or vendors for questions related to other CITY programs.

CONSULTANT may not offer, solicit or provide any non-CITY/CPAU programs or services under this Agreement.
6) Obtain final inspections and complete the job closure paperwork for all installed measures.
7) Provide the TI Project Completion Form to customer for the customer to attest whether the installation and operation of TIP Eligible Measures is acceptable and satisfactory. 8) Obtain the customer’s completed TI Project Completion Form and return copies to CITY. 9) Update Customer Information System (Task C.1.7) and CITY’s program platform with completed project installation data and invoice information for inclusion in the TI Program Report (Task C.1.8) and TI Program Invoice (Task C.1.9) 10) Provide customers, at a minimum, a one (1) year warranty for all measures installed under the TI Program, effective from the date of installation. CONSULTANT will ensure that all manufacturer product warranties held by CONSULTANT will be transferred to the customer upon installation.

CITY reserves the right to accompany CONSULTANT during project installation and final inspection.

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Task C.2.6 Provide Customer Service, Feedback and Issue Resolution

CONSULTANT will provide a dedicated phone number available on customer-facing materials as directed by CITY for all CITY customer contacts to schedule Site Assessments, provide program information, and answer customer inquiries during normal business hours, Monday through Friday between 8 AM – 5 PM local time.

CONSULTANT will request customer feedback as described in TI Customer Feedback Form (Task C.1.5). CONSULTANT will enter customer feedback data into CITY’s chosen platform. CONSULTANT will provide monthly customer feedback results to CITY in CONSULTANT’s monthly invoicing and reporting.

CONSULTANT will address and attempt to resolve all customer issues discovered through either survey feedback or other means of customer contact within five (5) business days of receiving feedback. CONSULTANT will document all such customer issues, actions taken to resolve them, and outcomes and report them to CITY. If CONSULTANT cannot resolve program-related issues to the customer’s satisfaction within five (5) business days, CONSULTANT will immediately provide CITY with a detailed description of each complaint, including the customer’s name and contact information and any other information requested by CITY.

CONSULTANT will pursue continuous improvements in delivery of Services provided under this Agreement to customers to drive customer satisfaction and will revise its processes, procedures and documents as directed by CITY to ensure customer satisfaction.

Customer feedback issues will be tracked by CONSULTANT using the monthly reports, as well as a completed TI Customer Feedback Form (Task C.1.6). CITY may separately survey TI Program participants regarding CONSULTANT’s performance.

TASK C.3 – TURNKEY INSTALLATION PROGRAM INVOICING AND REPORTING

Task C.3.1 Data Management

CONSULTANT will utilize the Customer Information System (Task C.1.7) to provide data tracking, analysis and reporting. CONSULTANT will utilize the Customer Information System to update the CITY’s program platform with project information gathered from TI Customer Site Assessments and completed project installations. CONSULTANT will track detailed customer information such as barriers and motivations as well as planned future upgrades to support ongoing TI Program operations.

CONSULTANT will respond to CITY’s written data requests within 30 calendar days to meet evaluation, measurement, and verification (“EM&V”) and other regulatory requirements.

Task C.3.2 Reporting

CONSULTANT will provide completed TI Program Reports to CITY on CITY-approved reporting templates (Task C.1.8) on a monthly basis.

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TI Program Reports are critical to the success of the programs described herein, and therefore CONSULTANT’s timely submittal of complete and accurate TI Program Reports is required in order for CONSULTANT to receive payments under this Agreement.

Task C.3.3 Invoicing

Using the TI Program Invoice Template (Task C.1.9), CONSULTANT will invoice CITY on a monthly basis consistent with Section 5 of the Agreement and in accordance with the specific guidelines set forth in this Exhibit “A,” Task C.1.9, and in Exhibit “C”, “Compensation” through the CITY’s designated submission approach or system.

Proper record-keeping is critical for the success of the programs described herein. As such, CONSULTANT must timely and accurately provide the following elements in order to receive payment for Services under this Agreement:
i. Completed TI Program Invoice Template;
ii. Executed TI Customer Site Assessment Agreement for each project; iii. Executed TI Program Participation Agreement for each project; iv. Executed TI Project Completion Form for each project; v. Completed TI Customer Feedback Form for each project; vi. Completed project installation and invoice information for each project entered into CITY program platform.

TASK C.4 – TURNKEY INSTALLATION PROGRAM CLOSE OUT

Task C.4.1 Resolve Outstanding Jobs in Progress

CONSULTANT will complete all outstanding projects in progress and resolve any complaints from previously completed projects as a prerequisite for CITY to process CONSULTANT’s invoices.

Task C.4.2 Develop and Submit TI Program Final Report

CONSULTANT will submit a “TI Program Final Report”, which includes a written overview of the TI Program and a spreadsheet detailing the budgeted and actual TI Program costs. The TI Program Final Report will include TI Program achievements, challenges, goals, and lessons learned. CONSULTANT will deliver the TI Program Final Report within 30 calendar days before the end of the Term.

Task C.4.2 Deliverable: TI Program Final Report

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(Optional – ONLY for On Call Agreements
OR Agreements with an Additional Services amount)

EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:

2. CONSULTANT NAME:

3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT “B”

SCHEDULE OF PERFORMANCE

CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (NTP).

Table 1 – Home Efficiency Genie (HEG) Program Schedule of Performance Task Due Date
Task A.1 HEG Program Planning and Kick Off
A.1.1 Program Kick-Off Meeting Within 15 days of NTP
A.1.2 Develop HEG Program Policies and Procedures Manual Within 30 days of NTP A.1.3 Update Home Assessment Agreement Within 30 days of NTP A.1.4 Update Virtual, In-Home, and Advanced In-Home Home Assessment Report Templates
Within 30 days of NTP
A.1.5 Update HEG Program Report Template Within 30 days of NTP A.1.6 Update HEG Program Invoice Template Within 30 days of NTP A.1.7 Update HEG Customer Feedback Forms Within 30 days of NTP A.1.8 Update Trade Ally Participation Agreement Within 30 days of NTP A.1.9 Update Trade Ally Feedback Forms Within 30 days of NTP A.1.10 Host Ongoing Program Implementation Meetings Ongoing Task A.2. HEG Program Marketing
A.2.1 Implement Marketing and Outreach Activities Ongoing Task A.3 Energy and Water Advising Services Implementation A.3.1 Recruit, Hire, and Train Energy Advisors and Residential Auditors
Within 30 days of NTP
A.3.2 Provide Energy and Water Advising Services to General Inquiry Customers
Ongoing
A.3.3 Provide Energy and Water Advising Services to Home Assessment Customers
Ongoing
A.3.4 Provide Energy and Water Advising to Case Management Customers
Ongoing
A.3.5 Provide Advising Services to Advanced Heat Pump Water Heater Pilot Program Customers
Ongoing
A.3.6. Provide Supporting Services Ongoing
Task A.4 Home Efficiency and Electrification Assessment Implementation A.4.1 Enroll Customers for Home Assessments Ongoing
A.4.2 Perform Virtual, In-Home, and Advanced In-Home Home Assessments
Ongoing
A.4.3 Complete Home Assessment Reports Ongoing
Task A.5 Trade Ally Management
A.5.1 Recruit, Enroll, and Manage Trade Allies Within 60 days of NTP A.5.2 Onboard and Host Training(s) for Trade Allies Ongoing A.5.3 Provide Project Advising to Trade Allies Ongoing DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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A.5.4 Support Trade Allies’ Outreach to Customers Ongoing Task A.6 Customer Feedback
A.6.1 Provide Customer Service, Feedback, and Issue
Resolution
Ongoing
Task A.7 HEG Program Invoicing and Reporting
A.7.1 Data Management Ongoing
A.7.2 Reporting 15th of each month
A.7.3 Invoicing 15th of each month
Task A.8 HEG Program Closeout
A.8.1 Resolve Outstanding Jobs in Progress Within 30 days of end of Term
A.8.2 Develop and Submit Final Program Report Within 30 days of end of Term

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Table 2 – Rebate Administration Program Services Schedule of Performance Task Due Date
Task B.1 Residential Rebate Services Planning
B.1.1 Program Kick-Off Meeting Within 15 days of NTP
B.1.2 Develop RR Program Invoice Template Within 30 days of NTP Task B.2 Residential Rebate Eligible Measures List
B.2.1 Develop Residential Rebate Eligible Measure List Within 30 days of NTP of Task B.2
Task B.3 Residential Rebate Program Support
B.3.1 Review Customer Applications for Reserving Rebates Within 3 days of NTP of Task B.3
B.3.2 Review Customer Installation Results for Processing Rebate Payments
Ongoing
B.3.3 Submit Approved Projects for Payment Ongoing
B.3.4 Update Residential Rebate Eligible Measure List Ongoing B.3.5 Quality Control and Quality Assurance Ongoing
B.3.6 Troubleshoot and Update Rebate Platform Ongoing Task B.4 Rebate Administration Platform Development
B.4.1 Develop Rebate Administration Platform Within 120 days of NTP of Task B.4
B.4.2 Rebate Administration Platform Technical Services Ongoing B.4.3 Develop Residential Rebate Platform Report Template Within 120 days of NTP of Task B.4
B.4.4 Develop Customer Feedback Form Within 120 days of NTP of Task B.4
Task B.5 Residential Rebate Services Data Management and Invoicing B.5.1 Data Management Ongoing
B.5.2 Invoicing 15th of each month
Task B.6 Residential Rebate Services Close Out
B.6.1 Resolve Outstanding Jobs in Progress Ongoing
B.6.2 Develop and Submit Final Program Report Within 30 days of end of Term

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Table 3 – Turnkey Installation Program Schedule of Performance

Task Due Date
Task C.1 Turnkey Installation Program Planning and Kick Off C.1.1 Program Kick-Off Meeting Within 15 days of NTP
C.1.2 Update TI Program Policies and Procedures Manual Within 30 days of NTP C.1.3 Update TI Customer Site Assessment Report Within 30 days of NTP C.1.4 Update TI Customer Site Assessment Agreement Within 30 days of NTP C.1.5 Update TI Program Participation Agreement Within 30 days of NTP C.1.6 Update TI Project Completion and TI Customer Feedback Forms
Within 30 days of NTP
C.1.7 Update Customer Information System Within 30 days of NTP C.1.8 Update TI Program Report Template Within 30 days of NTP C.1.9 Update TI Program Invoice Template Within 30 days of NTP C.1.10 Provide Eligible Measure List Updates Within 30 days of NTP C.1.11 Enroll in State or Local Financing Programs Within 30 days of NTP Task C.2. Turnkey Installation Program Implementation
C.2.1 Implement Marketing and Outreach Activities Ongoing C.2.2 Develop Schedule of Activities Ongoing
C.2.3 Perform TI Customer Site Assessments and Deliver TI Customer Site Assessment Report
Ongoing
C.2.4 Execute TI Program Participation Agreement, Collect Customer Payments, and Enroll Customers in Financing
Programs
Ongoing
C.2.5 Install Measures and Provide Post-Installation Quality Control
Ongoing
C.2.6 Provide Customer Service, Feedback and Issue
Resolution
Ongoing
Task C.3 Turnkey Installation Program Invoicing and Reporting C.3.1 Data Management Ongoing
C.3.2 Reporting 15th of each month
C.3.3 Invoicing 15th of each month
Task C.4 Turnkey Installation Program Close Out
C.4.1 Resolve Outstanding Jobs in Progress Ongoing
C.4.2 Develop and Submit TI Program Final Report Within 30 days of end of Term

☒Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.)

The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.

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EXHIBIT “C”

COMPENSATION

The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in this Exhibit C.

The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit “A” (“Basic Services”) shall not exceed Two Million Seven Hundred and Forty Thousand Dollars Four Hundred ($2,740,400) for the Term of the Agreement and as set forth in Table C-1. Table C-1 sets forth the not-to-exceed (NTE) price for completing price per task, and such not to exceed amounts include all of CONSULTANT’s costs, including, without limitation, administrative costs, marketing/outreach costs, and direct implementation (materials and labor) costs. The CONSULTANT shall provide Additional Services only by advanced, written authorization from the CITY, as described in Section 4. Payment for Additional Services is subject to all requirements and restrictions in this Agreement.

CONSULTANT understands that CONSULANT’s receipt of compensation under this Agreement will depend on: i) the number of customers who opt to participate in the Home Efficiency Genie Program; ii) the level of Residential Rebate Services requested by CITY; and iii) whether CITY provides written authorization to implement the Turnkey Installation Program and the number of customers who opt to participate in the Turnkey Installation Program.

CONSULTANT must also satisfactorily complete invoicing activities as described in Exhibit A, Tasks A.7.3, B.5.2, and C.3.3. CITY makes no guarantee, express or implied, regarding the number of customers who will participate in programs or services covered by this Agreement.

The following Tasks have annual not-to-exceed (NTE) amounts defined in Table C-1:
i. Energy and Water Advising Services, Marketing, and Trade Ally Management; ii. Home Efficiency and Electrification Assessments;
iii. Residential Rebate Administration Platform Development; iv. Residential Rebate Administration Platform Technical Services.

The following Tasks have a total NTE amount over the Term of the Agreement defined in Table C-1:
i. Advanced Heat Pump Water Heater Pilot Advising Services; ii. Development of Residential Rebate Eligible Measure List; iii. Development of Residential Rebate Administration Platform; iv. Turnkey Installation Program.

Any work performed or expenses incurred for which payment would result in a total amount exceeding the annual NTE amount of compensation set forth in Table C-1 shall be at no cost to the CITY.

The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed Two Million Nine Hundred and Forty Thousand Four Hundred Dollars ($2,940,400) for the Term of the Agreement, as set forth in Section 4 of this Agreement. CONSULTANT agrees to complete all Services within the amounts set forth in Section 4.

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Table C-1 – Total Compensation Not to Exceed (NTE) Amounts Task Subtasks Year 1
NTE
Year 2
NTE
Year 3
NTE
Year 4
NTE
Total
NTE
Task A:

Home
Efficiency
Genie
Program
Energy and Water
Advising Services,
Marketing, and Trade
Ally Management
$250,000 $250,000 $250,000

$250,000

$1,000,000
Advanced Heat Pump
Water Heater Pilot
Advising Services
$270,000 $270,000
Home Efficiency and
Electrification
Assessments
$160,000 $160,000 $160,000 $160,000 $640,000
Task B:

Residential
Rebate
Program
Services
Residential Rebate
Eligible Measure List $7,500 $7,500
Residential Rebate
Program Support $50,000 $50,000 $50,000 $50,000 $200,000 Rebate Administration
Platform Development $75,700 $75,700
Rebate Administration
Platform Technical
Services
$11,800 $11,800 $11,800 $11,800 $47,200
Task C:

Turnkey Installation Program $500,000 $500,000
Total Task A-C NTE $2,740,400
Additional Services $50,000 $50,000 $50,000 $50,000 $200,000 Maximum Total NTE $2,940,400

Task A Home Efficiency Genie Program Compensation
CITY will compensate CONSULTANT for Energy and Water Advising Services, Marketing, and Trade Ally Management based on the hourly rates as set forth in Table C-2, up to NTE amounts listed in Table C-1.

CITY will compensate CONSULTANT for Advanced Heat Pump Water Heater Pilot Advising Services based on the hourly rates as set forth in Table C-2, up to the NTE amounts listed in Table C-1.

CITY will compensate CONSULTANT the fixed price per Home Assessment (as described in Table C-3) performed by CONSULTANT and approved by CITY, up to the NTE amounts listed in Table C-1.

Task B Residential Rebate Services Compensation
CITY will compensate CONSULTANT for Residential Rebate Program Support based on the
hourly rates as set forth in Table C-2 up to the NTE amounts listed in Table C-1. In addition to the NTE amount listed in Table C-1, compensation for Tasks B.3.1, B.3.2. and B.3.3 have an additional cost/hours limitation. Specifically, CONSULTANT may only process rebate applications for Tasks B.3.1, B.3.2. and B.3.3 up to a maximum of one and three quarters (1.75) hours per rebate application. CONSULTANT must receive CITY’s approval to process rebate applications that exceed the maximum hours.

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via email, and with CITY’s approval of Residential Rebate Eligible Measure List, CITY will compensate CONSULTANT a fixed price, not exceeding that shown in Table C-1, for CONSULTANT’s development of Residential Rebate Eligible Measure List.

Upon mutual agreement on scope and price, with written authorization from the CITY in writing via email, CITY will compensate CONSULTANT a fixed price, not exceeding that shown in Table C-1, for CONSULTANT’s development of a Rebate Administration Platform. City will compensate CONSULTANT for development of the Rebate Administration Platform once CITY has determined that CONSULTANT’s Rebate Administration Platform can be successfully used to process CITY customers’ rebates. Also at the time CITY determines Rebate Administration Platform can be successfully used to process CITY customers’ rebates, CONSULTANT will commence submitting bi-annual invoices for 50% of annual Technical Services fees, not exceeding the amount shown in Table C-1.

Task C Turnkey Installation Program Compensation
If authorized by the CITY in writing via email, CONSULTANT will leverage its technical expertise and local experience to implement “Task C - Turnkey Installation Program” as set forth in Exhibit “A” Scope of Services.

Upon CITY approval of the updated Table C-4, CITY will compensate CONSULTANT on a fixed price (the Cost per Unit) per Eligible Measure, installed by CONSULTANT and approved by CITY as set forth in Table C-4 Turnkey Installation Program Eligible Measure List.

The figures set forth in Table C-4 includes all of CONSULTANT’s costs to perform all of the Services listed in this Agreement that correspond to that TI Program Eligible Measure, including, without limitation, CONSULTANT’s administrative costs, marketing and outreach costs, implementation (materials and labor) costs. No additional fees or charges will be required of CITY or its customers for CONSULTANT to perform the Services listed in this Agreement.

The CITY bears no responsibility for any of CONSULTANT’s costs and/or compensation to CONSULTANT associated with customer Co-Payments, or any other payments from participating customers related to their participation in the Turnkey Installation Program, including any extended warranties or additional services customers may select. All such compensation will remain the sole the responsibility of customers who may elect to participate in the Turnkey Installation Program (see Exhibit A, Section III(c), “Turnkey Installation Program Cost Allocation”).

Template C-1 Program Eligible Measure Cost Per Unit Summary Measur
e
Number
Eligible
Measure
Description
Unit of
Measure
Maximum
Quantity
per Home*
Measure
Compensation
Annual
kWh
savings
Annual
kW
savings
Annual
Therm
savings
Annual
GHG
savings
Expected
Useful
Life
(EUL)
Source Effective
Period
Extended Parts
and Labor
Warranty
Compensation

Table C-2 Hourly Rates
Position Year 1
Hourly Rate
Year 2
Hourly Rate
Year 3
Hourly Rate
Year 4
Hourly Rate
Program Manager $154 $165 $173 $183
Residential Auditor $85 $90 $96 $102
Energy Advisor $80 $85 $90 $95
Operations Specialist $93 $99 $104 $110
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Marketing Account
Manager
$120 $127 $135 $143
Designer / Copywriter /
Editor
$93 $98 $104 $110

Table C-3 Home Efficiency and Electrification Assessment Compensation Type of Assessment Year 1
Rate
Year 2
Rate
Year 3
Rate
Year 4
Rate
Virtual $450 $475 $500 $525
In-Home $650 $683 $716 $750
Advanced In-Home $750 $788 $827 $870

Table C-4 Turnkey Installation Program Eligible Measures # Turnkey Installation Program Eligible Measure Market Segment
Unit of
Measure
Compensation
for Installed
Eligible Measure
1 Onsite assessment and recommendations SFm/MFm Household N/C1 2 Heat Pump Water Heater - 50 Gallon2 SFm/MFm Unit $6,750 3 Heat Pump Water Heater - 65 Gallon2 SFm/MFm Unit $7,500 4 Heat Pump Water Heater - 80 Gallon2 SFm/MFm Unit $8,250 5 Add circuit breaker to electrical panel/run a circuit SFm/MFm Unit $1,700 6 HPWH Permit Costs (Electrical & Plumbing) related to
HPWH installation work2 SFm/MFm Unit Pass-through

1 Charge for Onsite assessment and recommendations is $250 if CONSULTANT does not install a heat pump water heater at the site.

2Work includes: remove existing gas water heater, properly dispose of the old water heater, cap the gas line, install an appliance circuit and disconnect (as required per manufacturer’s instruction), install the drain pan, install the heat pump water heater per manufacturer’s instruction based on location, install new safety straps, install venting per manufacturer’s instructions, install expansion tank, complete the job closure paperwork, photos & signatures, standard one (1) year labor warranty, and manufacturer's product warranty.

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EXHIBIT D

INSURANCE REQUIREMENTS

CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE

CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000

$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST

AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM

OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY

CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

I. INSURANCE COVERAGE MUST INCLUDE:

A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.

II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING 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.

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B. CROSS LIABILITY

THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER

THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE

INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE

INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON

OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO 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: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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Professional Services
Rev. Dec.15, 2020

EXHIBIT E

DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS

This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontrac tors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors, if any, to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement.

CITY provides notice to CONSULTANT of the requirements of California Labor Code S ection 1771.1(a), which reads:

“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.”

This Project is subject to compliance monitoring and enforcement by DIR. All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors must also be registered with DIR. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with DIR . Additional information regarding public works and prevailing wage requirements is available on the DIR w eb site (see e.g. http://www.dir.ca.gov) as amended from time to time.

CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation.

CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461).

CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code Section 1776, including but not limited to:

Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONSULTANT and its listed subcontractors, in connection with the Project.

DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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Professional Services
Rev. Dec.15, 2020

The payroll records shall be verified as true and corre ct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively.

At the request of CITY, acting by its P roject Manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the CITY Project Manager within ten (10) days of receipt of CITY’s request.

CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to CITY’s Project Manager at the end of each week during the Project.

If the certified payroll records are not provided as required within the 10 -day period, then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT.

Inform CITY’s Project Manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to CITY’s Project Manager within five (5) business days of any change of location of those payroll records.

Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to CITY, $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereof, except that work performed by employees of CONSULTANT or any subcontractor in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one -half (1&1/2) times the basic rate of pay, as provided in Section 1815.

CONSULTANT shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700 (Labor Code 1861). CONSULTANT shall sign and file with the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of workers’ compensation to its employees before beginning work (Labor Code 1861).

CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)).

CONSULTANT shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws.

DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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DocuSign Envelope ID: 897C8B83-065B-4577-825E-268F4B08F750

EXHIBIT F
DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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POLICY AND PROCEDURES 1‐63/IT
Revised: December 2017

A. Covered Equipment and Devices
This policy applies to all City‐approved, ‐owned or –leased computer network systems and peripheral equipment (the “Equipment”), including any mobile communication device (the “Device”),  whether  or  not  owned  by  an  Authorized  User,  that  may  be  used  to  create, collect, process, store and transmit the Non‐Publ ic Information.

B. Roles of Information Technology Department and Others IT, including the Chief Information  Officer (“CIO”) and the ISM, shall  promote information security awareness within the City government community, and shall receive and maintain reports of incidents, malfunctions and threats to the City’s information technology assets, which may have a security impact upon the City.  The CIO and ISM are also responsible for developing the Standards.

IT shall be responsible for the desig
n, primary enforcement and maintenance of Non‐Public
Information security through education, training and other means. IT shall ensure that the following control measures and standards are en abled on every Equipment and Device:

Limit physical and login access to the Equipment and the Devices to Authorized Users.

Maintain the most current software patches and anti‐virus software for the Equipment and the Devices.

Enable and use host‐based firewalls, as available, to ensure the security of the Equipment and the Device(s
). Perform regular security scans on the Equipment and the Device(s).

C. User Access Control Requirements

1. Do not access Non‐Public Information except to the extent you have a need to do so in order to perform your City duties.

2. Do not disclose or share Non‐Public Information with any person who does not have both  a  right  to  access  th
e  Non‐Public  Information  and  a  need  to  do  so  in  order  to perform their City duties.

3. Do  not  alter  or  destroy  Non‐Public  Information  except  to  the  extent  you  are required or authorized to do so.

4. An  Authoriz
ed  User  who  has  access  to  Non‐Public  Information  shall  protect  and secure  that information while the information  is in his  or  her  custody in a manner that  is  consistent  with  applicable  contract  and  legal  requirements  and  restrictions and is reasonable and appropriate to the lev el  of risk, sensitivity or value the Non‐ Public Information has to the City.

5. An  Authorized  User  shall  maintain  the  accessibility,  availability,  confidentiality, integrity  and  regulatory  compliance  of  any  Non‐Public  Information  that  is  created, DocuSign Envelope ID: 897C8B83-065B-4577-825E-268F4B08F750 DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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POLICY AND PROCEDURES 1‐63/IT
Revised: December 2017

collected,  processed,  stored  and  transmitted  by  the  City  on  a  24  hours‐per‐day,  7 days‐per‐week (“24/7”) basis.

6. An  Authorized  User  shall  maintain  the  protection  of  information  assets  from malicious  code,  including  viruses  and  malware  by  following  the  City’s  incident management  procedures,  including  detection,  prevention,  isolation,  and  recovery tools
.

D. Equipment and Devices Security Control Requirements:

1. Secure  your  Equipment  and  Devices  by  using  a  screen  saver  or  built‐in  lock feature when you are physically away from your office or other work space.

2. Restrict physical access 24/7 to your Equipment and Devices, in particular, your laptop computer, by a loc
k and security cable, if the City makes them available.

3. Maintain possession of your Device(s) 24/7 and require a password or fingerprint to access and use the Device(s).

4. Log out when you cease access and use of Equipment and Device(s).

5. Notify the IT Help De sk and the ISM immediately whenever you become aware or  suspect  Non‐Public  Information,  passwords,  or  other  access  control mechanisms have been compromised, disclosed, lost, or stolen.

6. Do  not  intentionally,  recklessly  or  willfully  alter,  damage,  or  misuse  any  City‐ owned or –leased Equipment or Device.

7. The user shall comply wi th the Policy and the Standards whenever he or she uses a City Owned Mobile Device (“COMD”) and or Employee‐Owned Mobile Devices, also known as Bring Your Own Devices (“BYOD”) to conduct the City business.

8. BYODs  and  COMDs  include  smartphones,  cell  phones,  tablets  PCs  (Androids, iPads, etc.) and user‐ow
n laptops. Only authorized BYOD shall have access to the only authorized City’s application systems. The City reserves the right to provide or withdraw access to the City infrastructure without notice.

E. Utilities’ Customer Identity and Credit Security
Federal regulations amending the Fair Credit Reporting Act, including the Fair and Accurate Credit  Transactions  Act  of  2003  (FA
CT  Act),  and  the  Red  Flags  Clarification  Act  of  2010, protect the Non‐Public Information of customers of financial institutions, including utilities, that  are  defined  as  “creditors.”  These  regulations  require  that  consumer’s  Non‐Public Information, such as credit card data, Social Se curity  Numbers, driver’s license numbers, or similar  data  be  secured  by  Authorized  Users  and  within  the  City’s  data  management systems. Authorized Users are required  to report any suspected or real breach of Utilities Non‐Public Information to the ISM immediately. The ISM will identify, detect, prevent and mitigate the suspected, real or future brea ches of security, as required by the regulations.

F. Violations and Enforcement
An  Authorized  User  must  report  an  actual  or  suspected  violation  of  this  policy  and procedures to his or her supervisor and IT.  The City will not discipline an Authorized User DocuSign Envelope ID: 897C8B83-065B-4577-825E-268F4B08F750 DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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for making a good faith report of a potential violation of this policy and procedures or the Standards.

A violation of this policy will be investigated by the appropriate City staff and if a violation is established, disciplinary action up to termination from employment may result.

NOTE:  Questions  regarding  this  policy  should  be  referred  to  the  Information  Technology Department, as appropriate.

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City of Palo Alto
Information Security
Document Version: V3.0
Doc: InfoSec 110
P age 1 of 3
EXHIBIT “G”

CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City 's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Cons ultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below.

A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant 's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City . "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.

In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM").

Part A. Requirements:

The C
onsultant shall at all times during the term of any contract between the City and the Consultant:
(
a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy:
(c) H ave adopted and implemented information security and privacy policies that are documented, are accessible to the City , and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including softwar e v
ersions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no DocuSign Envelope ID: 60C7557D-72BA-4CC4-8E7B-B26F4DF01D0E

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longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control ( "RBAC") and segregation of d uties ( "SoD") mechanisms for all personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self -audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City 's performance of random site security audits at the Consultant's site(s), including the site(s) of a third-party service provider(s), as applicable. The scope of these audits will extend to the Consultant's and its third-party service provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third-party service provider's personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City.

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(x) Provide and support Single Sign- on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment ." The Vendor shall allow two employees of the City to have superuser and super -admin access to the Vendor's IT environment, and a cloud-hosted IT environment belongs to the City. (y) U nless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City 's IT environment, including, without limitation, IT infrastructure communications.
(z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s
EXHIBIT “D” INSURANCE REQUIREMENTS.

Part B. Alternate Requirements:

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City of Palo Alto (ID # 14895)
City Council Staff Report

Meeting Date: 12/5/2022 Report Type: Consent Calendar

City of Palo Alto Page 1

Title: Approve Contract C23185850 With Thomas Sarsfield for a Not -To- Exceed Amount of $395,000 for a Term of Three Years to Provide a Tennis Recreation Program
From: City Manager
Lead Department: Community Services

Recommendation
Staff recommends that City Council approve and authorize the City Manager to execute a contract between the City of Palo Alto and Thomas Sarsfield , a sole proprietorship, for a not to exceed amount of $395,000 over a three -year period to instruct a tennis program offered through the City’s Recreation program and advertised in the Community Services Department’s Enjoy! Catalog.

Background and Discussion
The Community Services Department (CSD) hosts athletic programs through the yearlong recreation program. A tennis program is t aught by an approved contractor to instruct youth and adults in group classes, private lessons , and youth summer camps located at Mitchell and Rinconada Parks . CSD strives to offer a variety of programs and services that are of high quality, exciting, dynamic, and inclusive to all. The classes are made available for viewing in the City’s ENJOY! Catalog, as well as on the City’s website on www.cityofpaloalto.org/enjoyonline where customers can register for the classes.

CSD contracts with a tennis organization to instruct the tennis program . A CSD staff member functions as the coordinator to work closely with the contractor to ensure that the correct program information, descriptions, dates , and schedules are provided in a timely manner and the tennis courts are reserved appropriately. The value of the contract has increased due to the popularity of tennis in the last 2 ½ years. During the height of COVID-19 pandemic , tennis classes were sought out because they were considered a safe sport for exercise. The number of classes and camps have increased by more than 30% in the last 3 years , and even with the increase in classes, tennis programs continue to fill quickly and build large waitlists. The existing contract expires December 31, 2022; therefore, a formal solicitation was conducted.

RFP for Professional Services Contract Solicitation Process 4 Packet Pg. 90

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The RFP for the project was posted in PlanetBids, The City’s eProcurement platform.

Recreation Staff reached out to their recreational networking group, Peninsula Contract Instructor Coordinators (PCIC), and were given five recommended tennis organizations . Purchasing Staff also performed outreach to the solicitation and 42 3 more vendors were notified. The solicitation was posted for 21 days, closing on September 8, 2022 at 3:00pm. Two proposals were received. The City of Palo Alto’s tennis program is a very large-scale program and requires a sizeable knowledgeable and flexible coaching staff. Our assumption is that there are very few Bay Area Tennis programs that can meet the needs of our community in addition to their current programming.

The proposals were evaluated and determined to be responsive to the criteria identified in the RFP. Thomas Sarsfie ld was selected because of the quality and effectiveness of their services, the experience of their large competent staff, prior record of performance with the City, and their ability to provide future services. Thomas Sarsfield has been a consistent depe ndable contractor working for the City of Palo Alto for over 15 years. He provides a highly sought out program that continually meets the growing demands of the City. He offers instruction for small children as young as five to introduce them to the game of tennis, through adults interested in advanced instruction. Class sizes are small with six students enrolled in each class.

The existing revenue split the City currently shares with Thomas Sarsfield will be maintained, with the City receiving 35% of the residential program rate and Thomas Sarsfield retaining 65%.

Thomas Sarsfield ’s overall programming fee quote was 10% more than the other bidder, but the revenue retained by the City will be a 50% greater contribution to the City’s revenue budget. Additionally, the court rental payment for private lessons to the City will increase 40% over the term of the new contract.

A summary of the solicitation process is below:

Table #: Summary of Request
for Proposal

Proposal Description Tennis Program RFP185850
Proposed Length of Project  3-year term
Number of Vendors Notified 428
Number of Proposal Packages
Downloaded
10 Total Days to Respond to
Proposal
21 Pre-Proposal Meeting No
Pre-Proposal Meeting Date  None
Number of Proposals Received  2
Proposal Price Range Revenue paid to the contractor $92,000 - $103,000 Revenue retained by the City $39,000 - $80,000
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City shall pay Consultant 65% of residential rate
Public Link to Solicitation https://pbsystem.planetbids.com/hub/bm/bm- detail/97298#bidInformation

Two proposals were returned and reviewed by Purchasing and forwarded on to Recreation for final evaluation. The Evaluation Team was made up of four recreation staff and one CSD analyst.

Resource Impact
The current annual expenditure plan is estimated to be $110,000 in program expenses in calendar year 2023, $125,000 in 2024, and $135,000 in 2025, with a flexible contingency of $25,000. These pr ograms generate revenue based on court rental fees and revenue sharing , and it is anticipated that cost recovery levels will remain high. Increases in revenue and expenses will be based on the City’s annual adjustments in municipal fees as well as communit y demand for tennis-related activities.

Although the COVID -19 pandemic is waning, the demand for outdoor programming is continuing to increase and the Department continues to allocate resources to meet the needs of the community. The FY 2023 Community Services Adopted Budget has sufficient funding to absorb the increased cost of the tennis contract without additional budget actions. Funding for the remaining term will be subject to Council’s adoption of future budgets, but it is anticipated that current funding levels can support the contract in future years. Staff will reevaluate if any revenue or expenditure adjustments are required as a part of the annual budget process.

In total, the City of Palo Alto has 52 tennis courts available for the c ommunity. The tennis contract states that the same four courts will be used for tennis group and private lessons as previous years, these courts include two of the seven courts at Mitchell Park and two of the nine courts at Rinconada. As in previous years, summer camps require four courts at Rinconada and three courts at Mitchell Park. Although group and private tennis lessons continue to fill at capacity, Recreation continues to follow the City of Palo Alto’s Field and Court Use Policy by not reserving mor e than 50% of courts at any site at one time , with the remaining 50% or more available for unreserved use.

Stakeholder Engagement
The community has been very satisfied with the current tennis program. Registrations for all classes fill with waiting lists . Students are also surveyed at the conclusion of their class or camp and during the term of the existing contract . Thomas Sarsfield Tennis has an average response of 4.4 out of 5 when answering the question, “Overall, how satisfied were you with the program? (5 being the highest)”.

Environmental Review
This program does not constitute a Project as defined by the California Environmental Quality Act.
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Attachments:
• Attachment4.a: Attachment A: C23185850 Whitlinger Sarsfield Tennis Final 4 Packet Pg. 93
City of Palo Alto General Services Agreement 1 Rev. March 29, 2018

CITY OF PALO ALTO CONTRACT NO. C23185850

GENERAL SERVICES AGREEMENT

THIS AGREEMENT made and entered into on the 5th day of December, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and THOMAS SARSFIELD, a Sole Proprietor, located at P.O. Box 60534, Palo Alto, CA , 94306 Telephone Number: 408- 745-6171 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows:

1. SERVICES. CONTRACTOR shall provide or furnish the services ( the “Services”) described in the Scope of Services, attached at Exhibit A.

2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement:

“A” - Scope of Services
“B” - Schedule of Performance
“C” – Schedule of Fees
“D” - Insurance Requirements

CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.

3. TERM.

The term of this Agreement is from January 1, 2023 to December 31, 2025 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.

4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement.

5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:

A sum calculated in accordance with the fee s chedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Three Hundred DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096

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Ninety Five Thousand dollars ($395,000.00).

CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.

6. COMPENSATION DURING ADDITIONAL TERMS.

CONTRACTOR’S compensation rates for each additional term shall be the same as the original term.

7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”.

This project is not a 9204 Public Works Project.

8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is : Margie Cain , Dept.: Community Services Department , Telephone:
(650) 463-4919. Invoices shall be submitted in arrears for Services pe rformed.

Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt.

GENERAL TERMS AND CONDITIONS

A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits.

B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096

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experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications.

CONTRACTOR shall perform all work in accordan ce with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations.

C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agre ement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement.

D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors.

E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business.

F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders.

G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be 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, CONTRACTOR 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, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.

H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096

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protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. Whe n the grounds described above are removed, payment shall be made for amounts withheld because of them.

I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manne r in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement.

J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement.

K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager.

L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement.

M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement.

DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096

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NSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A- :VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self- insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement.

O. H
OLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investig ation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification.

The provisions of this Section survive the completion of the Services or termination of this Agreement.

P. N
ON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096

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discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, mar ital status, familial status, weight or height of such person.

CONTRACTOR 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 viol ation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

Q. WORKERS' COMPENSATION . CON TRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of Califor- nia which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicabl e, before commencing and during the performance of the Services.

R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination.

Upon receipt of such notice of termination, CONTRACTOR shall immediate ly discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY.

S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY.

T. CONFLICT OF INTERE ST. In accepting this Agreement, CONTRACTOR 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 this Agreement. CONTRACTOR further covenants that, in the performance of this Agreemen t, it will not employ any person having such an interest. CONTRACTOR certifies that no C ITY officer, employee, or authorized DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096

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representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement . CONTRACTOR agrees to advise CITY if any conflict arises.

U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California.

V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written.

W. 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. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds a re only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.

X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CON TRACTOR shall comply with CITY ’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time.

CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY ’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements:
• All printed materials provided by CONTRACTOR to CITY generated from a personal computer and pri nter 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.
• Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096

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limited to , Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office.
• Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

Z. PREVAILING WAGES

This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.

AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854.

CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads:

“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.”

DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096

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CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR.

CITY requires C ONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including:

Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project.

The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively.

At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request.

[For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project.

If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR.

Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records.

BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agr eement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control.

DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096

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IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written.

CITY OF PALO ALTO THOMAS SARSFIELD

______________________________ By________________________________________ City Manager or Designee
Name _____________________________________
Title_______________________________________
Telephone: _______________________________
Approved as to form:

___________________________
City Attorney or Designee

DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096 Thomas Sarsfield
Managing Director/ Proprietor
408 745-6171

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EXHIBIT A

SCOPE OF SERVICES

CONSULTANT agrees to provide Tennis Instruction services for tennis classes and camps for youths and adults at all levels with a curriculum that will include tennis classes year-round and youth camps through the summer season.

CONSULTANT AGREES TO:

COURSE CONTENT:
• Be responsible for curriculum and course content.
• Unless otherwise expressly provided in this Agreement, CITY shall not be responsible for providing course materials.
• Provide a teacher that will teach the whole session, with as little substitution as possible.
• Conduct the program in a safe manner.
• CITY shall have the right to observe CONSULTANT instruct in order to determine whether CONSULTANT is in compliance with the terms and conditions of this Agreement.

QUALITY OF PROGRAM:

Maintain a quality program which includes, but is not limited to:
• CONSULTANTS are knowledgeable and experienced in the subject being taught and with the age group.
• CONSULTANTS are reliable and punctual.
• CONSULANTS are organized and prepared to teach at the start of each class. • CONSULTANTS can establish and maintain working relationships with CITY staff and customers.
• CONSULTANTS provide good customer service.
• CONSULTANTS and their employees can effectively resolve issues. • CONSULTANTS make their best effort to make their programs inclusive and accessible.

DocuSign Envelope ID: 6B26E9F8-8EA4-4466-A7AF-37F45CBCE096

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SET UP & CLEAN UP:
• Be responsible for all set up and cleanup of the room and equipment. • All set up must be completed prior to the start of class.

EMPLOYEES:
• Provide employees who are at least 18 years old
• CONSULTANT, as well as their employees and/or volunteers (if applicable), must complete and pass LiveScan/Fingerprint/Background checks and must provide proof of passing such checks prior to providing services, provide negative TB test result within the last four years (for another working with minors) and provide proof of auto insurance in accordance with CITY guidelines (for anyone driving to the CITY of Palo Alto facility). All CONSULTANTS, as well as their employees and volunteers (if applicable), are strongly recommended to obtain certification of CPR/First Aid.

PUBLICITY:
• May not publicize CONSULTANT'S business to class participant during class hours without prior authorization from Department Director. • Must obtain prior approval from Recreation Coordinator or designee for publicity containing CITY classes.
• Must clarify to customers that any personal information sought by CONSULTANT (name, phone number, address, etc.) from customers is voluntary, and strictly for the use of the CONSULTANT and not requested by the CITY
• Submit quarterly class proposals for creation of the Enjoy catalog. Note: Classes included in proposal are not guaranteed to be offered.
• CONSULTANT will create a marketing plan to help promote camps and classes and encourage enrollment.

PUNCTUALITY:
• CONSULTANT and their employees shall arrive at least 15 minutes prior to the starting time of the class
• Ensures that all classes start and end on time
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• Notifies center prior to the class if CONSULTANT is running late or unable to attend
• If a class is missed, a makeup class is required to be provided by CONSULTANT.

RECORD KEEPING:
• Must take attendance at each class. All attendance records shall be submitted at the end of each session.

COMMUNICATION:
• Maintain on-going communication
• Immediately communicate problems and issues with the class(es) or customers • Inform CITY staff of participant injuries and complete necessary accident reports within 24 hours.

ADHERENCE TO CITY POLICY:
• Responsible for knowing the CITY’S policies and procedures with regard to special interest classes (i.e. waiting lists, cancellation, refund, satisfaction, etc.) • Responsible for verifying that only registered participants with a signed CITY liability form on file with the CITY are permitted to participate in CITY’S special interest classes.

PRIVACY:
• Agrees that any personal information that CONSULTANT receives regarding customers may not be used for other than CITY business. • Ensures that customer information will be stored in a secure location.

CITY AGREES to:

• Process all registrations for classes (CONSULTANTS not allowed to register participants)
• Provide CONSULTANT with attendance sheets or online access to run their own. • Provide facility for scheduled classes, which includes reservation of outdoor spaces (i.e. sports fields, tennis courts, etc.)
• Include CONSULTANT classes in publicity materials

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EXHIBIT B

SCHEDULE OF PERFORMANCE

The parties agree that the classes shall occur every quarter over the Fall, Winter, Spring and Summer sessions and camps shall occur over the Summer session of CITY’S Recreation Program. A Typical class schedule will be made up of two (2) 2-day classes per week, per season and (1) 1-day class per week and one-week summer camps. The actual class frequency, schedule, and venue will be determined by mutual agreement of the parties.

Sample Class Descriptions
For reference, previous class and camp descriptions and schedules are provided below:

SUMMER CAMPS:

JUNIOR INTERMEDIATE TENNIS CAMPS
This class provides excellent instruction, extensive practice, and exciting match play for juniors (10-15 years old) at the INTERMEDIATE and HIGH INTERMEDIATE level. These camps are not for Novice players. Practices are designed to refine players’ technique and enhance their knowledge of strategy and tactics with competitive drills.

Four courts grouped by age and/or ability.

6 Classes Age Mitchell Park Tennis #1-4 12 max

10y-15y Tu, Wed, Th 6/7-6/16 1:30-3:00pm

6 Classes Age Mitchell Park Tennis #1-4 12 max

10y-15y Tu, Wed, Th 6/21-6/30 1:30-3:00pm

6 Classes Age Mitchell Park Tennis #1-4 12 max

10y-15y Tu, Wed, Th 7/5-7/14 1:30-3:00pm

6 Classes Age Mitchell Park Tennis #1-4 12 max

10y-15y Tu, Wed, Th 7/19-7/28 1:30-3:00pm

YOUTH TENNIS CAMPS
Tennis camps emphasize stroke FUNdamentals with dynamic games and exciting drills that enhance skill development. Four courts grouped by ability, novice to low intermediate. No class 7/4
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City of Palo Alto General Services Agreement 15 Rev. March 29, 2018 10 Classes Age Rinconada #3-6 12 max
8y-12y M-F 6/6-6/17 9:30am-11:30am
10 Classes Age Rinconada #3-6 12 max
8y-12y M-F 6/20-7/1 9:30am-11:30am
9 Classes Age Rinconada #3-6 12 max
8y-12y M-F 7/5-7/15 9:30am-11:30am
10 Classes Age Rinconada #3-6 12 max
8y-12y M-F 7/18-7/29 9:30am-11:30am
5 Classes Age Rinconada #3-6 12 max
10y-14y M-F 8/1-8/5 9:30am-11:30am
TENN

IS, SWIM, & SOCCER/FLAG FOOTBALL CAMP
Tennis & swim PLUS camps held at Rinconada Park. The Tennis clinics at Rinconada Cts. #3-6 10-11:30am will be provided by the staff of Tennis Contractor.

Following tennis, participants will head over to the Rinconada Park where they will eat lunch with our city staff. Around 12:30 pm, Multi-sports staff will come to work with your child on either flag football or soccer (depending on which week you sign up).

Following that, they will walk over to Rinconada Pool to enjoy swimming, water games and be supervised by our lifeguard and city staff members. Cost includes tennis lessons (4 Courts grouped by ability (Novice to Int.), entrance to recreation swim and supervision. Participants should bring a bag lunch, tennis racket, bathing suit, sunscreen and a towel each day. Ages 8-12.
8 Weeks of Summer Tennis, Swim, Soccer Flag Football Camp Monday – Friday, with the tennis portion from 10 am-11:30am with 16 max participants
FA
LL CLASSES:

TINY TENNIS
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Children, 5-7 years of age, play FUN activities and games on the “42 ft. court” with low compression tennis balls. Lessons are designed to enhance their athletic and skill development in a success-oriented environment. We recommend 21” to 23” rackets. 8 Classes Age Rinconada #5-6 6 max

5y-7y M,W 9/12-10/5 3:20-4:00pm

8 Classes Age Rinconada #5-6 6 max

5y-7y Tues 9/13-11/1 3:20-4:00pm

8 Classes Age Rinconada #5-6 6 max

5y-7y Sat 9/17-11/5 2:00-2:40pm

8 Classes Age Rinconada #5-6 6 max

5y-7y Sat 9/17-11/5 2:40-3:20pm

8 Classes Age Rinconada #5-6 6 max

5y-7y Sat 9/17-11/5 3:20-4:00pm

8 Classes Age Rinconada #5-6 6 max

5y-7y M,W 10/17-11/9 3:20-4:00pm

8 Classes Age Mitchell Park Tennis #1-2 6 max

5y-7y Tu, Th 9/13-10/6 3:20-4:00pm

6 Classes Age Mitchell Park PB #1-2 6 max

5y-7y Wed 9/14-10/19 3:10-3:50pm

6 Classes Age Mitchell Park PB #1-2 6 max

5y-7y Wed 9/14-10/19 3:50-4:30pm

8 Classes Age Mitchell Park Tennis #1-2 6 max

5y-7y Sat 9/17-11/5 3:30-4:10pm
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8 Classes Age Mitchell Park Tennis #1-2 6 max

5y-7y Sat 9/17-11/5 4:10-4:50pm

8 Classes Age Mitchell Park Tennis #1-2 6 max

5y-7y Tu, Th 10/18-11/10 3:20-4:00pm

QUICKSTART TENNIS
Learn simple and efficient techniques on the “60 ft. court” with low compression tennis balls. Emphasis on control, consistency, sportsmanship, and FUN! We recommend the 25” rackets.

8 Classes Age Rinconada #5-6 6 max

8y-10y M, W 9/12-10/5 4:00-5:00pm

8 Classes Age Rinconada #5-6 6 max

8y-10y Tues 9/13-11/1 4:00-5:00pm

8 Classes Age Rinconada #5-6 6 max

8y-10y M, W 10/17-11/9 4:00-5:00pm

8 Classes Age Mitchell #1-2 6 max

8y-10y Tu, Th 9/13-10/6 4:00-5:00pm

8 Classes Age Mitchell #1-2 6 max

8y-10y Tu, Th 10/18-11/10 4:00-5:00pm

QUICKSTART ADVANTAGE TENNIS
Review and develop techniques on the “60 ft. court” with low compression tennis balls.

More emphasis on depth, direction, and spin. Players should have prior Quickstart experience and/or instructor’s approval.

8 Classes Age Rinconada #5-6 6 max

8y-10y M,W 9/12-10/5 5:00-6:00pm

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8 Classes Age Rinconada #5-6 6 max

8y-10y M, W 10/17-11/9 5:00-6:00pm

8 Classes Age Mitchell #1-2 6 max

8y-10y Sat 9/17-11/5

2:30-3:30pm

JUNIOR NOVICE TENNIS
Develop the essential techniques with emphasis on control, depth, and direction on the “78 ft. court” with regulation tennis balls. Lessons will also incorporate rules, sportsmanship, and basic doubles play.

8 Classes Age Rinconada #5-6 6 max

11y-14y M,W 9/12-10/5 6:30pm-7:30pm

8 Classes Age Rinconada #5-6 6 max

11y-14y M, W 10/17-11/9 6:30pm-7:30pm

8 Classes Age Mitchell #1-2 6 max

11y-14y Sat 9/17-11/5 1:30-2:30pm

JUNIOR LOW INTERMEDIATE TENNIS
For players who are consistent on a slow pace rally but need to develop better depth, directional control and use of spin. Review and strengthen stroke techniques with more emphasis on basic strategy and tactics.
8 Classes Age Rinconada #5-6 6 max

11y-14y Sat 9/17-11/5 1:00-2:00pm

8 Classes Age Mitchell #1-2 6 max

11y-14y Tu, Th 9/13-10/6 5:00-6:00pm

8 Classes Age Mitchell #1-2 6 max

11y-14y Tu, Th 10/18-11/10 5:00-6:00pm

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JUNIOR INTERMEDIATE TENNIS
For players who are consistent on a medium pace rally but need to develop more spin, power, and/or variety. Refine stroke techniques, strategy, and tactics with performance enhancing drills.
8 Classes Age Rinconada #5-6 6 max

11y-15y Tues 9/13-11/1 5:00-6:00pm

ADULT NOVICE TENNIS
Develop the essential techniques with emphasis on control, depth, and direction. Lessons will also incorporate rules, sportsmanship, and basic doubles play. 8 Classes Age Rinconada #5-6 6 max

15+ M,W 9/12-10/5 7:30-8:30pm

8 Classes Age Rinconada #5-6 6 max

15+ Tues 9/13-11/1 6:30-7:30pm

8 Classes Age Rinconada #5-6 6 max

15+ M, W 10/17-11/9 7:30-8:30pm

ADULT LOW INTERMEDIATE TENNIS
For players who are consistent on a slow pace rally but need to develop better depth, directional control and use of spin. Review and strengthen stroke techniques with more emphasis on basic strategy and tactics.

8 Classes Age Rinconada #5-6 6 max

15+ M,W 9/12-10/5 10-11am

8 Classes Age Rinconada #5-6 6 max

15+ Tues 9/13-11/1 7:30-8:30pm

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8 Classes Age Rinconada #5-6 6 max

15+ M, W 10/17-11/9 10-11am

8 Classes Age Mitchell #1-2 6 max

15+ Tu, Th 9/13-10/6 6:30-7:30pm

8 Classes Age Mitchell #1-2 6 max

15+ Tu, Th 10/18-11/10 6:30-7:30pm

ADULT INTERMEDIATE TENNIS
For players (NTRP 3.0) who are consistent on a medium pace rally but need to develop more spin, power, and/or variety. Develop stroke techniques, strategy, and tactics with performance enhancing drills.
8 Classes Age Rinconada #5-6 6 max

15+ M,W 9/12-10/5 11am-12pm

8 Classes Age Rinconada #5-6 6 max

15+ M, W 10/17-11/9 11am-12pm

8 Classes Age Mitchell #1-2 6 max

15+ Tu, Th 9/13-10/6 7:30pm-8:30pm

8 Classes Age Mitchell #1-2 6 max

15+ Tu, Th 10/18-11/10 7:30pm-8:30pm

ADVANCED PLAYERS TENNIS
USPTA Pro will personally teach this dynamic clinic for Advanced Players (NTRP 3.5-

4.5). Players will enhance their tactical and strategic play with competitive situational drills. Refine stroke techniques with Ball Machine and Serving target drills. Only 3-6 players per Pro/court!

4 Classes Age Rinconada #4-6 12 max

15+ Sat 9/17-10/8 10:30am-12:00pm

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EXHIBIT C

SCHEDULE OF FEES

CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to C ONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY.

A. RATE
For the classes taught for all sessions during the term of this Agreement, CITY shall pay CONSULTANT at the rate for Sixty Five percent (65%) of the resident rate.

CONSULTANT will not be compensated for classes offered and canceled – without a make-up session. CONSULTANT will be compensated for only registered participants listed on the attendance records. CITY and CONSULTANT shall mutually agree upon the date and time and number of courses offered by CONSULTANT pursuant to this Agreement, provided that the total compensation payable to CONSULTANT shall not exceed the amount set forth in Section 4 of this Agreement

B. PAYMENT
For registration-based classes, at the conclusion of each session, CONSULTANT will invoice the CITY for payment and shall comply with the requirements of Section 5 (invoices of this Agreement). In addition, the CONSULTANT’S invoice must include class name, class number, number of registered participants, rate of pay, total amount due for each class and grand total of all classes included on invoice.

For drop-in based classes, CONSULTANT will invoice the CITY for payment at least monthly. Invoices must include attendance sheets, rate of pay, total amount due for each class and grand total of all classes.

C. MISSED CLASSES (Excluding weather-related cancellations, if applicable) If CONSULTANT gives 24 hours or less cancellation notice of class(es) starting time and subject to the prior approval of CITY, CONSULTANT will be compensated at 50% of compensation rate for day of the make up session provided CONSULTANT conducts a make-up session at a mutually agreeable time and location.

If CONSULTANT misses two consecutive weeks/meetings of the same class(es) and subject to the prior approval of CITY, CONSULTANT will be compensated at 25% of compensation rate for each of the make-up days provided CONSULTANT conducts a make-up session at a mutually agreeable time and location. Nothing herein limits the CITY’S right to terminate this Agreement for CONSULTANT’S failure to conduct any class at the specified time and place.

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City of Palo Alto General Services Agreement 22 Rev. March 29, 2018 D. LA

TE CLASSES

1. If CONSULTATNT is late at least twice to same class in the same session (or same month for drop-in classes) and subject to the prior approval of CITY, CONSULTANT will be compensated at 100% of compensation rate for the first time the CONSULTANT was late. For the second time the CONSULTANT is late, CONSULTANT will be compensated at 50% of compensation rate.

2. If CONSULTANT is late at three or more times to same class in the same session (or same month for drop-in classes) and subject to the prior approval of CITY, CONSULTANT will be compensated at 25% of compensation rate. Nothing herein limits the CITY’S right to terminate this Agreement for CONSULTANT’S failure to conduct any class at the specified time and place.

E.

PAYMENT FOR – USE OF FACILITY FOR APPROVED AND NON-

APPROVED USES
CONSULTANT will reimburse the CITY for the use of 4 tennis courts to teach individual Private and Semi Private lessons (Rinconada Park Cts. #5-6 and Mitchell Park Cts. #1-2). There will be 4 scheduled payments per year.

Annual Amounts:

Year one: $12,000
Year two: $13,000
Year three: $14,000
If th
e CONSULTANT uses CITY’S facility for any purpose other than a mutually agreed upon and scheduled class under this agreement, then the CONSULTANT shall pay all fees and charges - as specified in the CITY’S Municipal Fee Schedule.

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EXHIBIT D

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, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:

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, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000
$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000

NO

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE

ALL DAMAGES $1,000,000

YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: 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.

I. INSURANCE COVERAGE MUST INCLUDE:

A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.

II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.

III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”

A. PRIMARY COVERAGE

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WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,

INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR

CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.

B. CROSS LIABILITY

THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE

POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED

AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY

REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-

PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

NOTICES SHALL BE MAILED TO:

PURCHASING AND

CONTRACT ADMINISTRATION

CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303

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City of Palo Alto (ID # 14943)
City Council Staff Report
Meeting Date: 12/5/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Approval of the Acceptance of State of California Citizens Options for Public Safety (COPS) Funds of $172,000 and a Budget Amendment in the Supplemental Law Enforcement Services Fund (2/3 vote required) From: City Manager
Lead Department: Police

RECOMMENDATION
Staff recommends that the City Council:

1. Approve the acceptance and expenditure of Citizens Options for Public Safety (COPS) funds State of California, totaling $172,000; and

2. Amend the Fiscal Year 2023 Budget Appropriation Ordinance (requires 2/3 approval) for the Supplemental Law Enforcement Services Fund (SLESF) by:
a. Increasing the estimate for revenue from the State of California by $172,000; b. Increasing Police Department Facilities and Equipment expense appropriation by $242,000;
c. Increasing Police Department Salary and Benefits expense appropriation by $90,000;
d. Increasing the Police Department General Expenses expense appropriation by $20,000; and
e. Decreasing the fund balance by $180,000

EXECUTIVE SUMMARY
Staff recommends that the City Counc il a pprove the acceptance of the annual State of California COPS funds, totaling $172,000. A n amendment to the budget appropriation ordinance must be approved by two -thirds vote of the Council to spend these funds. In addition, staff recommends an addition al budget augmentation totaling $180,000 to Facilities and Equipment. COPS Funds in the Supplemental Law Enforcement Services Fund (SLESF) will fund equipment purchases, recruitment efforts, and supplement the Police overtime budget . A portion of the fund balance will be used to purchase replacement Conductive Electrical Weapons (CEW), commonly referred to by the trade name “Tasers”.

BACKGROUND
Every year since 1997, the State of California, by statute, allocates designated funds to counties, and on throug h to cities, through a Citizens Options for Public Safety (COPS) program. This on - 5 Packet Pg. 118

City of Palo Alto Page 2

going program is managed by State statute and the level of funding is relative to the population as determined by the California Department of Finance . It should be noted thi s funding is not related to the Federal Government Department of Justice COPS program, despite the same acronym.

State law provides for four main requirements as written in Government Code sections 30025- 30029.12 and 30051-30063: 1) Each recipient (County and a City) is required to deposit the revenue into a separate fund so the funds are not co -mingled with the General Fund (30063); and 2) the money shall be used for front line law enforcement services or municipal police services (30061(c)(2)); and t ransfer to other funds is allowed provided it is to facilitate the use according to the code (30063); and 4) the funds shall not supplant the city budget (30062(a)).

Previous uses of COPS funds have included restarting the Community Service Officer (CSO) program, electronic traffic citation system, weapons system upgrades, safety equipment, police training, staff wellness testing, upgrades to patrol vehicles, and upgraded tools and technology , all benefiting front line law enforcement services or municipal polic e services for the City of Palo Alto.

According to conversations with State staff, the source of funding is from vehicle lic ense fees.

Specific allocation s are directed by the Department of Finance , in accordance with the Government Code, while the distrib utions are made by the State Controller’s office. There are two parts to the distribution: 1) a semi -permanent component based on a minimum funding level for the program , paid monthly and 2) a growth component for fund s (referred to as Growth Fund) in exce ss of the minimum base paid one -time the following year after reconciliation.

DISCUSSION
The City recently received the annual notice1 for the first part of the distribution for Fiscal Year 2023 for $104,211. Further, the Growth Fund portion was funded and reported online2 to indicate there is an additional $67,652 in funding allocated for Palo Alto – for a to tal of $171,863.

Staff recommends use of this year’s expected COPS funds in the total amount of $17 2,000, along with a portion of the fund balance ($180,000) in the following manner(s) which are compliant with the law. With the exception of CEW, all expenses below are estimated.

Supplemental Recruiting Activities for Front Line Officers ($90,000 Salary and Benefits and $20,000 Recruiting ) – Palo Alto does not traditionally budget for recruiting activities. The activity is funded by other means such as salary savings, Budget Stabilization Reserve or, in this case, from the COPS funding. The team responsible for recruiting front line police officers is not funded in the budget . Regular FTE staff will attend recruiting events on overtime. This will also fund the travel and lodging required to attend recruiting events to attract and hire front-line law enforcement staff.

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Facilities and Equipment for Front Line Officers
Ballistic Shields ($30,000 ) - Special shields designed to add an additional layer of prot ection in the field for situations where high -velocity rounds can be anticipated to be fired upon police officers and in some cases the public as with evacuations from active shooter scenes.

Body Armor for SWAT operators ($32,000) – Three additional sets of specialized body -armor differentiated from standard “every -day” body armor used in the field. This body armor is designed to provide freedom of movement and a higher level of protection from high velocity firearm rounds.

CEW ($180,000) - the Department will use some of the existing fund balance to acquire updated Conductive Electrical Weapons (CEW), commonly referred to by the trade name “Tasers”. City practice, since adoption of the technology in the 2000’s, has been to replace the complete inventory of devices every 5-7 years. The last replacement cycle occurred in 2014 for $210,000.

Current replacement has not been budgeted and improved technology is now available and expected to cost $180,000. For City Council and community awareness, Attachment A pr ovides an overview of CEW policy and use.

RESOURCE IMPACT
The City has received funds each year under this program since its inception. No further action is required, beyond Council’s approval, to accept the funds. Revenues of $ 172,000 are recommended to be recognized in the City's Supplemental Law Enforcement Services Fund (SLESF).

A total of $ 352,000 of expenditures are anticipated as described previously in the memorandum, which will be funded by the COPS grant funding appropriated in Fiscal Year 2023 ($172,000) and fund balance ($18 0,000). There will be no impact to the General Fund as ongoing maintenance costs, if any, for the items purchased by the SLESF will be absorbed in the Department's existing budget, otherwise, the activities will stop when the SLESF funds are spent in full.

POLICY IMPLICATIONS
The Palo Alto Municipal Code 2.28.080 requires a two -thirds vote by Council to accept the funds and amend the budget and a majority vote for the transfer between funds. Fu rther, by written authorization, the City Manager may direct the redistribution of unencumbered balance within any department or office or fund. The California Government Code would limit how SLESF funds are redistributed. As with the acquisition of any go ods or services by the City, the purchasing process will be subject to City purchasing policy manual as established in the municipal code under the direction of the Chief Procurement Officer.

STAKEHOLDER ENGAGEMENT
None

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ENVIRONMENTAL REVIEW
Acceptance of COPS funding and the proposed expenditures for public safety equipment are not projects subject to CEQA review.

Attachment
Attachment A: a brief on the City of Palo Alto CEW program

Footnotes
1 https://www.sco.ca.gov/Files-ARD-Payments/copsdofletter_2223.pdf 2 https://www.sco.ca.gov/ard_payments_cops_growth.html
Attachments:
• Attachment5.a: Attachment A
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ATTACHMENT A – ITEM #5
MEETING DATE: DECEMBER 5, 2022
TO:

FROM:

SUBJECT:

HONORABLE COUNCIL MEMBERS

ANDREW BINDER, CHIEF OF POLICE
AGENDA ITEM NUMBER 5 - Approval of the Acceptance of State of California Citizens Options for Public Safety (COPS) Funds of $172,000 and a Budget Amendment in the Supplemental Law Enforcement Services Fund
The following provides background on the City of Palo Alto policy and use of the Conductive Electronic Weapon (CEW) often referred to by the brand name “TASER”. The City Council approved equipping the Police Department with CEWs in 2007, following a Council -appointed TASER Task Force voting to recommend the acquisition following a series of public meetings and information presented by a diverse cross -section of experts and input from community members. Since then, every uniformed police officer in Palo Alto has routinely carried a CEW. The CEW is a valuable tool that gives officers a less-than-lethal force option that is intended to deter or control a violent or potentially violent individual while minimizing the risk of serious injury to both officers and criminal suspects. While officers have, fortunately, rarely needed to deploy CEWs at suspects over the past 15 years, CEWs provide an important always-available option. CEWs provide officers with an alternative to deadly force in some situations. The mere presence of the weapon can lead to compliance by suspects. CEWs also provide officers with an alternative to using physical strength, a baton, or pepper spray against violent individuals, situations that can often result in injuries to officers and suspects.

There are several existing checks and balances in place to ensure that any use of CEWs is reasonable and appropriate:
• The Department has a detailed six -page policy (publicly viewable here1 (Policy 309, page 82) that confines their use to very limite d circumstances. That policy provides specific, strict

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guidelines on targeting considerations and also requires officers to summon medical care for anyone to whom a CEW has been applied.
• Next, the Department regularly provides CEW training to all officers on an annual basis. These sessions include a policy review and also scenario-based training, which includes elements of de-escalation and other alternatives to the deployment of a CEW. • Additionally, every deployment of a CEW is s ubjected to an administrative use of force review, resulting in a written report that is ultimately forwarded to the Department’s Independent Police Auditor (IPA ). The IPA reviews this administrative report and any associated police reports and evidence, a nd then generates its own report, which includes recommendations to the Chief of Police regarding further investigation, processes, and dispositions. The IPA’s report is provided to the City Council twice yearly, and is published as a public document on the Department’s website. Every CEW deployment in the Department’s history has been subjected to this level of review, and every IPA report dating back to 2007 is publicly viewable here2.

The existing CEWs in the Department’s possession are outdated and do not have the most currently-available technology. Using COPS funding to acquire the newest CEWs will equip police officers with the tools needed to do the job safely while protecting the community from violent or potentially violent individuals, as an eligible use of restricted grant funds.

Footnotes:
1 https://www.cityofpaloalto.org/files/assets/public/police-department/public-information- portal/policy-manual-for-web-11-1-2022.pdf
2 https://www.cityofpaloalto.org/Departments/Police/Accountability/Independent- Police-Auditor

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City of Palo Alto (ID # 14949)
City Council Staff Report
Meeting Date: 12/5/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Approval of the Office of the City Auditor's Fiscal Year (FY) 2023 Task Orders
From: City Manager
Lead Department: City Auditor
Recommendation
The City Auditor and the Policy & Services Committee recommend that the City Council take the following action:

Approve the following Task Orders, identified in Baker Tilly’s agreement with the City and the Audit Plan Report:
1) FY23-Task 03 – External Financial Auditor
2) FY23-Task 05 – Various Reporting & City Hotline
3) FY23-Task 06 – Evaluation and Benchmarking
4) Task 04.08 – Public Safety Building Construction Audit (Correction) 5) Task 04.16 – Review of ALPR Technology Contract Management 6) Task 04.17 – Investment Management Review
7) Task 04.18 – Ad Hoc Request – Janitorial Contract Compliance Review Discussion
In acco rdance with our agreement with the City i, Baker Tilly is required to conduct recurring activities each year. Those recurring activities including the following tasks outlined in our agreement:
• Task 3: Assist with Selection of a Financial Auditor and Assist in Managing the Financial Audit
• Task 4: Execute Council approved Annual Audit Plan (Attachment B) • Task 5: Various Tasks including periodic reporting, fraud/waste/abuse hotline, office administrative functions
• Task 6: Evaluation and Benchmarking
The O ffice of the City Auditor (OCA) is seeking approval from the Policy & Services Committee of the Tasks Orders that correspond to the Tasks outlined above and recommendation to forward these task orders to the City Council for approval. The 6 Packet Pg. 124

City of Palo Alto Page 2

Task Orders provide the contractual authority to begin this work in the new Fiscal Year 2023. An excerpt from the contract outlining these tasks is below for ease of reference.

Task 3. Selection of External Financial Auditor and Annual Audit Coordination:

Coordinate the annual external financial audit in each year of the contract term.

Pursuant to the City Charter, the City Auditor shall oversee the selection process for the annual external financial auditor.

Task 4. Execute Annual Audit Plan: Conduct a minimum number of internal audits in accordance with each approved annual audit planii based on the risk assessments. Each internal audit will commence only upon the City’s approval of a Task Order (which may be at the task or sub -task level) as required by this Agreement . Each internal audit requires the preparation of a written report for review by the City Manager, City Attorney and appropriate Council committee, and review/approval by the City Council as required.

Task 5. Preparation of Quarterly Reports, Annual Statu s Report, Provision of City Hotline, and Other Ongoing Office Administrative Functions:

Prepare and issue quarterly reports describing the status and progress toward audit completion, to be provided as information reports to the City Council and reviewed b y the appropriate committee, unless other reporting methods are directed by Council.

Prepare and issue an annual report in the first quarter of each fiscal year on the status of recommendations made in completed audits, to be provided as an information re port to the City Council and reviewed by the appropriate committee, unless other reporting methods are directed by Council.

Maintain and respond to the City’s employee “hotline” function provided through voicemail, email or written submissions. Coordinate referrals as appropriate to other City offices, departments or divisions and incorporate relevant referrals into future risk assessments, audit plans or audit activity as appropriate.

This task provides for authorization of travel during the full 2023 fi scal year assuming one trip per month (total of 12 trips). Although the contract stipulated an on site presence every two weeks by the Office of the City Auditor, leveraging remote work efficiencies and ensuring economical use of contract authority and funds, this task order revises that frequency. BakerTilly will use discretion to ensure travel is used to minimize travel expenses and maximize effectiveness of time on site, ultimately ensuring alignment with audit work schedules and Council and Committee activities.

Task 6: Undergo a peer evaluation following the guidelines of the Association of Local Government Auditors every two years (i.e., at the end of the initial contract term, then 6 Packet Pg. 125

City of Palo Alto Page 3

every other year thereafter throughout the contract term), or as re quired by the City Council, so that performance of the internal audit function can be objectively assessed.

Prepare a cost per audit analysis following the first completed fiscal year, to be submitted at the beginning of the second fiscal year and every y ear thereafter throughout the contract term, that includes benchmark agencies determined by the CITY, and obtain independent third-party certification of data accuracy.

The cost per audit analysis will be used to evaluate the cost effectiveness of services provided by the CONSULTANT. This evaluation will be incorporated into ongoing performance assessments as required and will help ensure that fees for service provision throughout the duration of the Agreement are objectively determined and mutually agreed upon.

This evaluation and report from the peer evaluator will be presented to the Policy and Services Committee and City Council in alignment with typical audit reporting activities.

Task 4 Details.

The details of the four task orders (1 revisions and 3 new) are as follows:

04.08 Public Safety Building Construction Audit (Correction) The original task order to review monthly invoices from the Construction Manager, Architect and Waterproofing Inspector was prepared and approved in FY21. It has two different project end dates in error: the end date of 6/30/22 on the first page and the end date of 6/30/23 on page 3. The approved audit plan shows the project end date of June 2023 and the budget split between FY22 and FY23. A monthly review is expected to c ontinue throughout FY23. The remaining budget is approximately $12,000, OCA corrected the end date on page 1 to 6/30/23.

04.16 Review of ALPR Technology Contract Management
The preliminary audit objectives include:
• Determine whether adequate policies and procedures are implemented effectively to protect the privacy of personal information gathered using ALPR technology for the City’s parking management.
• Determine whether the City monitors the vendor’s performance to ensure the compliance with contract te rms and applicable laws and regulations related to data privacy.

04.17 Investment Management Review
The preliminary audit objectives include:
• Determine whether adequate controls are in place and working effectively to ensure that investments are properly managed in accordance with the 6 Packet Pg. 126

City of Palo Alto Page 4

investment policy.
• Assess the efficiency and the effectiveness of the investment portfolio management against the best practice.

04.18 Ad Hoc Request – Janitorial Contract Compliance Review Ad Hoc Requests are included in th e FY2022-2023 Audit Plan in anticipation of requests for review based on business needs. These requests can be generated from many sources, including management, Council, or through existing activities such as the hotline or other audit work. In October 2 022, the City management identified and requested OCA to assist in a review of janitorial service contract compliance and provided letters received from politicians, an industry watchdog group, and a labor union requesting a review of the service provider’ s employment practices regarding the City’s contract. The primary audit objectives include:
• Determine whether the City requires its janitorial service providers to meet the responsible employment standards and monitors the providers' compliance with contra ct terms to ensure that the City receives effective and reliable janitorial services.
• Determine whether the City's janitorial service providers comply with the contract terms in order to provide professional janitorial services to the City.

The City Audit or understands this is a topic of interest of some City Council Members and management and has alerted the Policy and Services Chair regarding this request for consideration.

Resource Impact
Work recommended in these tasks is within both the approved scope and compensation of the contract with Baker Tilly and funding levels in the FY 2023 Operating Budget for the Office of the City Auditor.

Environmental Review
This action is exempt from CEQA and requires no further environmental review.

Attachments:
• Attachment6.a: OCA - FY23 Task Orders
• Attachment6.b: FY2022-FY2023 Audit Workplan, Council approved 04.04.2022

i City agreement with Baker Tilly https://www.cityofpaloalto.org/files/assets/public/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2020-2/id-11624.pdf?t=64761.15 ii Approved annual Audit Plan https://www.cityofpaloalto.org/files/assets/public/agendas-minutes- reports/agendas-minutes/city-council-agendas-
minutes/2022/20220404/20220404pccsmamendedlinked1.pdf
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PROFESSIONAL SERVICES TASK ORDER
TASK ORDER FY23-03 External Financial Auditor
Consultant shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY23-003

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: July 1, 2022 COMPLETION: June 30, 2023 4 TOTAL TASK ORDER PRICE: $15,000

BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greer Stone, Chair of the City Council’s Policy and Services Committee

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

• Services and Deliverables To Be Provided
• Schedule of Performance
• Maximum Compensation Amount and Rate Schedule (As Applicable) • Reimbursable Expenses, if any (With “Not To Exceed” Amount) Services & Deliverables

Baker Tilly’s approach to the Office of the City Auditor’s role on the financial audit involves one (1) primary step in FY23:

• Step 1: Assistance in Managing the Financial Audit

Step 1 – Role in Managing the Financial Audit
In FY23, the project team will assist in managing the financial audit and presenting financial audit results to the Finance Committee and to the City Council, in accordance with municipal code.

Deliverables:

Legislative documents will be prepared to present the financial statements and reports prepared by an external auditor to the Finance Committee

Schedule of Performance

Anticipated Start Date: July 1, 2022
Anticipated End Date: June 30, 2023

Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $15,000. The not-to-exceed budget is based on an estimate of 40 total project hours, of which 40 are estimated to be completed by the City Auditor.

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Reimbursable Expenses
Baker Tilly anticipates planning one on-site fieldwork week. Given this possibility, Baker Tilly could incur reimbursable expenses for this Task.

The not-to-exceed maximum for reimbursable expenses for this Task is $5,700.

The following summarizes anticipated reimbursable expenses:
• Round-trip Airfare – $1350 (2 round trip flights)
• Ground Transportation (car rental or Uber/taxi) - $1350 • Hotel accommodation - $2,000 (8 nights)
• Food and incidentals – $1,000

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PROFESSIONAL SERVICES TASK ORDER
TASK ORDER FY23-05 Various Reporting & City Hotline
Consultant shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY23-005

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: July 1, 2022 COMPLETION: June 30, 2023 4 TOTAL TASK ORDER PRICE: $60,000

BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greer Stone, Chair of the City Council’s Policy and Services Committee

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

• Services and Deliverables To Be Provided
• Schedule of Performance
• Maximum Compensation Amount and Rate Schedule (As Applicable) • Reimbursable Expenses, if any (With “Not To Exceed” Amount) Services & Deliverables

Baker Tilly will provide the following services in Task 5:

• Quarterly Reports
• Annual Status Report
• Provision of the City Hotline
• Office Administrative Functions

Deliverables:

Legislative documents will be prepared to present the financial statements and reports prepared by an external auditor to the Finance Committee • Quarterly Reports (4 in FY23)
• Annual Status Report
Schedule of Performance

Anticipated Start Date: July 1, 2022
Anticipated End Date: June 30, 2023
Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $60,000. The not-to-exceed budget is based on an estimate of 185 total project hours, of which 135 are estimated to be completed by the City Auditor.

Reimbursable Expenses
Baker Tilly anticipates planning one on-site fieldwork week. Given this possibility, Baker Tilly could incur reimbursable expenses for this Task.

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The not-to-exceed maximum for reimbursable expenses for this Task is $28,400.

T
he following summarizes anticipated reimbursable expenses:
• Round-trip Airfare – $6,700 (10 round trip flights)
• Ground Transportation (car rental or Uber/taxi) - $6,700 • Hotel accommodation - $10,000 (40 nights)
• Food and incidentals – $5,000

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PROFESSIONAL SERVICES TASK ORDER
TASK ORDER FY23-06 Evaluation and Benchmarking
Consultant shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY23-006

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: June 1, 2022 COMPLETION: June 30, 2023 4 TOTAL TASK ORDER PRICE: $21,000

BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greer Stone, Chair of the City Council’s Policy and Services Committee

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

• Services and Deliverables To Be Provided
• Schedule of Performance
• Maximum Compensation Amount and Rate Schedule (As Applicable) • Reimbursable Expenses, if any (With “Not To Exceed” Amount) Services & Deliverables

Baker Tilly’s approach to undergoing a peer review involves three (3) primary steps:

• Step 1: Preparation for a peer review
• Step 2: A peer review by an independent evaluator
• Step 3: Cost per audit analysis

Step 1 – Preparation for a peer review
The Office of the City Auditor (OCA) will conduct a self-assessment before a peer review.

Step 2 – A peer review by a qualified organization
OCA will undergo a peer review conducted by an independent evaluator. In order to accomplish this task, OCA will:
• Request a peer review from the Association of Local Government Auditors (ALGA) • Provide documents and answer questions as requested by ALGA • Obtain a peer review report from ALGA
Step 3 – Cost per audit analysis
OCA will prepare a cost per audit analysis.

Deliverables:

Legislative documents will be prepared to present a peer review report from an independent evaluator.

Schedule of Performance

Anticipated Start Date: June 1, 2022
Anticipated End Date: June 30, 2023

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Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $21,000. The not-to-exceed budget is based on an estimate of 85 total project hours, of which 20 are estimated to be completed by the City Auditor.

Reimbursable Expenses
Baker Tilly anticipates no travel costs. All procedures including interviews and documentation reviews are expected to be completed remotely.

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PROFESSIONAL SERVICES TASK ORDER
TASK ORDER 04.08 Public Safety Building-Construction Audit (CORRECTED) Consultant shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY21-001

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: March 1, 2021 COMPLETION: June 30, 2022 (est.) June 30, 2023
4 TOTAL TASK ORDER PRICE: $82,500

BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Lydia Kou, Greer Stone, Chair of the City Council’s Policy and Services Committee

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

• Services and Deliverables To Be Provided
• Schedule of Performance
• Maximum Compensation Amount and Rate Schedule (As Applicable) • Reimbursable Expenses, if any (With “Not To Exceed” Amount) Services & Deliverables

Baker Tilly’s approach to conducting the Public Safety Building construction audit involves three (3) primary steps:

• Step 1: Project Planning & Management
• Step 2: Monthly Monitoring
• Step 3: Reporting

Step 1 – Project Planning & Management
This step includes those tasks necessary to solidify mutual understanding of the construction audit scope, objectives, deliverables, and timing as well as ensuring that appropriate client and consultant resources are available and well-coordinated. Tasks include:

• Conduct a formal kick off meetings with the City, the Construction Manager, Architect and Waterproofing Inspector.
• Formalize the communication plan, reporting formats, status update schedule and deliverable milestone schedule
• Distribute initial document request and check list
• Review the contract documents related to each provider to identify key terms and develop a specific testing program for each contract

Step 2 – Monthly monitoring
During this step we will review monthly invoices from the Construction Manager, Architect and Waterproofing Inspector. We will focus on the following areas:

• Monthly invoice review
• Change order testing
• Contingency and allowance testing
• Lien waiver control

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• Compliance with insurance requirements
• Closeout testing
• Verify the City’s implementation and adherence to documented project controls Step 3 – Reporting
We will prepare a monthly status update reflecting the testing performed during the current period and planned testing for the subsequent period(s). The monthly status update will also reflect any current audit issues, the status of any previously identified issues and any open requests for documentation. At the completion of the project, we will provide a final report detailing all procedures performed along with any observations and the applicable resolutions or recommendations.

Deliverables:

The following deliverable will be prepared as part of this engagement:
• Written monthly status updates as described in Step 3 • Final report as described in Step 3
Schedule of Performance
A
nticipated Start Date: March 1, 2021
Anticipated End Date: June 30, 2023
Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum for this Task is $82,500. The not-to-exceed budget is based on an estimate of 4200 420 total project hours to be completed by Baker Tilly.

Reimbursable Expenses
We plan to complete the majority of the work remote including all required meetings and documentation review. If conditions allow, Baker Tilly will perform site visits once per year around key project milestones. Our travel expenses will be billed separately at actual cost. We will submit an estimate of our reimbursable expenses for the City’s approval prior to traveling to Palo Alto.

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PROFESSIONAL SERVICES TASK ORDER
TASK ORDER 04.16 Review of ALPR Technology Contract Management Consultant shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY23-4.16

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: January 1, 2023 COMPLETION: June 30, 2023 4 TOTAL TASK ORDER PRICE: $82,500

BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greer Stone, Chair of the City Council’s Policy and Services Committee

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

• Services and Deliverables To Be Provided
• Schedule of Performance
• Maximum Compensation Amount and Rate Schedule (As Applicable) • Reimbursable Expenses, if any (With “Not To Exceed” Amount) Services & Deliverables

Baker Tilly’s approach to conducting an internal audit of Contract Management for ALPR Technology involves three (3) primary steps:

• Step 1: Audit Planning
• Step 2: Control Review and Testing
• Step 3: Reporting

Step 1 – Audit Planning
This step consists of the tasks performed to adequately plan the work necessary to address the overall audit objective and to solidify mutual understanding of the audit scope, objectives, audit process, and timing between stakeholders and auditors. Tasks include:
• Gather information to understand the environment under review o Understand the organizational structure and objectives o Review the City code, regulations, and other standards and expectations o Review prior audit results, as applicable
o Review additional documentation and conduct interviews as necessary • Assess the audit risk
• Write an audit planning memo and audit program
o Refine audit objectives and scope
o Identify the audit procedures to be performed and the evidence to be obtained and examined
• Announce the initiation of the audit and conduct kick-off meeting with key stakeholders
o Discuss audit objectives, scope, audit process, timing, resources, and expectations
o Discuss documentation and interview requests for the audit

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Step 2 – Control Review and Testing
This step involves executing the procedures in the audit program to gather information, interview individuals, and analyze the data and information to obtain sufficient evidence to address the audit objectives. The preliminary audit objective is to: (1) Determine whether adequate policies and procedures are implemented effectively to protect the privacy of personal information gathered using ALPR technology for the City’s parking management. (2) Determine whether the City monitors the vendor’s performance to ensure the compliance with contract terms and applicable laws and regulations related to data privacy. Procedures include, but not limited to:

• Interview the appropriate individuals to understand the process, the information system used, and the internal controls related to data privacy. • Compare data privacy related policies and procedures as well as the regulations and standards to determine whether personally identifiable information (PII) has confidentiality, integrity, and availability as needed. • Review IT vendor performance monitoring practices to determine whether controls are implemented to ensure compliance with contract terms and data privacy standards.
• Perform test procedures including observations of controls (such as governance, management and technical IT controls) and review of a sample of parking patrons (PII during the audit period).
• Compare the process and controls against the best practices.

Step 3 – Reporting
In Step 3, the project team will perform tasks necessary to finalize audit working papers, prepare and review a draft report with the stakeholders, and submit a final audit report. Tasks include:
• Develop findings, conclusions, and recommendations based on the supporting evidence gathered
• Validate findings with the appropriate individuals and discuss the root cause of the identified findings
• Complete supervisory review of working papers and a draft audit report • Distribute a draft audit report and conduct a closing meeting with key stakeholders o Discuss the audit results, finings, conclusions, and recommendations o Discuss management responses
• Obtain written management responses and finalize a report • Review report with members of City Council and/or the appropriate Council Committee

Deliverables:

The following deliverable will be prepared as part of this engagement:
• Audit Report

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Schedule of Performance

Anticipated Start Date: January 1, 2023
Anticipated End Date: June 30, 2023

Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $82,500. The not-to-exceed budget is based on an estimate of 400 total project hours, of which 20 are estimated to be completed by the City Auditor.

Reimbursable Expenses
If circumstances allow, Baker Tilly anticipates planning one on-site fieldwork week. Given this possibility, Baker Tilly could incur reimbursable expenses for this Task.

The not-to-exceed maximum for reimbursable expenses for this Task is $8,500.

The following summarizes anticipated reimbursable expenses (for three team members):
• Round-trip Airfare – $2,000 (3 round trip flights)
• Ground Transportation (car rental or Uber/taxi) - $2,000 • Hotel accommodation - $3,000 (12 nights)
• Food and incidentals – $1,500

Note that, as the restrictions associated with COVID-19 change, the project team will work with the City to consider circumstances at the time.

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PROFESSIONAL SERVICES TASK ORDER
TASK ORDER 04.17 Investment Management Review
Consultant shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY23-4.17

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: December 1, 2022 COMPLETION: June 30, 2023 4 TOTAL TASK ORDER PRICE: $61,550
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $TBD

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greer Stone, Chair of the City Council’s Policy and Services Committee

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): N/A

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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Attachment A

DESCRIPTION OF SCOPE OF SERVICES

Introduction

Attachment A, the Description of Scope of Services, contains the following four (4) elements:

• Services and Deliverables To Be Provided
• Schedule of Performance
• Maximum Compensation Amount and Rate Schedule (As Applicable) • Reimbursable Expenses, if any (With “Not To Exceed” Amount) Services & Deliverables

Baker Tilly’s approach to conducting a Review of Investment Management involves three (3) primary steps:

• Step 1: Audit Planning
• Step 2: Control Review and Testing
• Step 3: Reporting

Step 1 – Audit Planning
This step consists of the tasks performed to adequately plan the work necessary to address the overall audit objective and to solidify mutual understanding of the audit scope, objectives, audit process, and timing between stakeholders and auditors. Tasks include:
• Gather information to understand the environment under review o Understand the organizational structure and objectives o Review the City code, regulations, and other standards and expectations o Review prior audit results, as applicable
o Review additional documentation and conduct interviews as necessary • Assess the audit risk
• Write an audit planning memo and audit program
o Refine audit objectives and scope
o Identify the audit procedures to be performed and the evidence to be obtained and examined
• Announce the initiation of the audit and conduct kick-off meeting with key stakeholders
o Discuss audit objectives, scope, audit process, timing, resources, and expectations
o Discuss documentation and interview requests for the audit

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Step 2 – Control Review and Testing
This step involves executing the procedures in the audit program to gather information, interview individuals, and analyze the data and information to obtain sufficient evidence to address the audit objectives. The preliminary audit objective is to: (1) Determine whether adequate controls are in place and working effectively to ensure that investments are properly managed in accordance with the investment policy; (2) Assess the efficiency and the effectiveness of the investment portfolio management against the best practice. Procedures include, but not limited to:

• Interview the appropriate individuals to understand the process, the information system used, and the internal controls related to investment management • Review policies and procedures as well as the regulations and standards to identify the criteria to be used for evaluation of control design and effectiveness • Perform test procedures including observation of controls (such as application controls) and review of selected documents (such as supporting documents for the recorded transactions)
• Compare the process and controls against the best practices

Step 3 – Reporting
In Step 3, the project team will perform tasks necessary to finalize audit working papers, prepare and review a draft report with the stakeholders, and submit a final audit report. Tasks include:
• Develop findings, conclusions, and recommendations based on the supporting evidence gathered
• Validate findings with the appropriate individuals and discuss the root cause of the identified findings
• Complete supervisory review of working papers and a draft audit report • Distribute a draft audit report and conduct a closing meeting with key stakeholders o Discuss the audit results, finings, conclusions, and recommendations o Discuss management responses
• Obtain written management responses and finalize a report • Review report with members of City Council and/or the appropriate Council Committee

Deliverables:

The following deliverable will be prepared as part of this engagement:
• Audit Report
Schedule of Performance

Anticipated Start Date: December 1, 2022
Anticipated End Date: June 30, 2023

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Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $61,550. The not-to-exceed budget is based on an estimate of 350 total project hours, of which 20 are estimated to be completed by the City Auditor.

Reimbursable Expenses
If circumstances allow, Baker Tilly anticipates planning one on-site fieldwork week. Given this possibility, Baker Tilly could incur reimbursable expenses for this Task.

The not-to-exceed maximum for reimbursable expenses for this Task is $8,500.

The following summarizes anticipated reimbursable expenses (for three team members):
• Round-trip Airfare – $2,000 (3 round trip flights)
• Ground Transportation (car rental or Uber/taxi) - $2,000 • Hotel accommodation - $3,000 (12 nights)
• Food and incidentals – $1,500

Note that, as the restrictions associated with COVID-19 change, the project team will work with the City to consider circumstances at the time.

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PROFESSIONAL SERVICES TASK ORDER
TASK ORDER 04.18 Management Request – Janitorial Contract Compliance Review Consultant shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 below are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

C
ONTRACT NO. C21179340
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1 A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): C21179340 1B. TASK O RDER NO.: FY23-4.18

2. CONSULTANT NAME: Baker Tilly US, LLP

3. PERIOD OF PERFORMANCE: START: December 1, 2022 COMPLETION: June 30, 2023 4 TOTAL TASK ORDER PRICE: $73,500
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $1,235,000

5. B UDGET CODE _______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:

Greer Stone, Chair of t he City Council’s Policy and Services Committee

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SC

HEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. A TTACHMENTS : A: Task Order Scope of Services B (if any): N/A I hereby authorize the performance of the
work described in this Task Order.

AP
PROVED:

CITY OF PALO ALTO
B
Y:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

AP
PROVED:

COMPANY NAME: ______________________
B
Y:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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Attachment A

DESCRIPTION OF SCOPE OF SERVICES
Introduction
A
ttachment A, the Description of Scope of Services, contains the following four (4) elements:
• S
ervices and Deliverables To Be Provided
• Schedule of Performance
• Maximum Compensation Amount and Rate Schedule (As Applicable) • Reimbursable Expenses, if any (With “Not To Exceed” Amount) Services & Deliverables
Ba
ker Tilly’s approach to conducting an internal audit of Contract Management for ALPR Technology involves three (3) primary steps:
• S
tep 1: Audit Planning
• Step 2: Control Review and Testing
• Step 3: Reporting
Step 1 – Audit Planning
This step consists of the tasks performed to adequately plan the work necessary to address the overall audit objective and to solidify mutual understanding of the audit scope, objectives, audit process, and timing between stakeholders and auditors. Tasks include:
• Gather information to understand the environment under review o Understand the organizational structure and objectives o Review the City code, regulations, and other standards and expectations o Review prior audit results, as applicable
o Review additional documentation and conduct interviews as necessary • Assess the audit risk
• Write an audit planning memo and audit program
o Refine audit objectives and scope
o Identify the audit procedures to be performed and the evidence to be obtained and examined
• Announce the initiation of the audit and conduct kick-off meeting with key stakeholders
o Discuss audit objectives, scope, audit process, timing, resources, and expectations
o Discuss documentation and interview requests for the audit

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Step 2 – Control Review and Testing
This step involves executing the procedures in the audit program to gather information, interview individuals, and analyze the data and information to obtain sufficient evidence to address the audit objectives. The preliminary audit objective is to: (1) Determine whether the City requires its janitorial service providers to meet the responsible employment standards and monitors the providers' compliance with contract terms to ensure that the City receives effective and reliable janitorial services. (2) Determine whether the City's janitorial service providers comply with the contract terms in order to provide professional janitorial services to the City. Procedures include, but not limited to:

• Review the contract(s) and understand the contract terms and requirements set by the City.
• Review the City’s performance monitoring practices for janitorial service contracts to determine whether controls are implemented to ensure service providers’ compliance with contract terms.
• Perform test procedures including observations of monitoring controls to determine the control effectiveness.
• Review the documents evidencing the service providers’ compliance with the contract terms, including the wage data, etc.
• If possible, visit some of the buildings cleaned by the service providers to observe the conditions and inquire with the service providers’ employees. Alternatively, interview them remotely or send a survey as necessary to gather necessary information. • Compare the process and controls against the best practices.

Step 3 – Reporting
In Step 3, the project team will perform tasks necessary to finalize audit working papers, prepare and review a draft report with the stakeholders, and submit a final audit report. Tasks include:
• Develop findings, conclusions, and recommendations based on the supporting evidence gathered
• Validate findings with the appropriate individuals and discuss the root cause of the identified findings
• Complete supervisory review of working papers and a draft audit report • Distribute a draft audit report and conduct a closing meeting with key stakeholders o Discuss the audit results, finings, conclusions, and recommendations o Discuss management responses
• Obtain written management responses and finalize a report • Review report with members of City Council and/or the appropriate Council Committee

Deliverables:

The following deliverable will be prepared as part of this engagement:

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• Audit Report
Schedule of Performance

Anticipated Start Date: December 1, 2022
Anticipated End Date: June 30, 2023

Maximum Compensation Amount and Rate Schedule
The not-to-exceed maximum, inclusive of reimbursable expenses (as summarized below) for this Task is $73,500. The not-to-exceed budget is based on an estimate of 350 total project hours, of which 20 are estimated to be completed by the City Auditor.

Reimbursable Expenses
If circumstances allow, Baker Tilly anticipates planning one on-site fieldwork week. Given this possibility, Baker Tilly could incur reimbursable expenses for this Task.

The not-to-exceed maximum for reimbursable expenses for this Task is $5,700.

The following summarizes anticipated reimbursable expenses (for two team members):
• Round-trip Airfare – $1,350 (2 round-trip flights)
• Ground Transportation (car rental or Uber/taxi) - $1,350 • Hotel accommodation - $2,000 (8 nights)
• Food and incidentals – $1,000

Note that, as the restrictions associated with COVID-19 change, the project team will work with the City to consider circumstances at the time.

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FY2022/2023 Audit Plan
5 Proposed Audit Activities for FY2022-2023
Included in the tables below are the proposed audit activities for the remainder of FY2022 and FY2023. Each audit activity corresponds to a risk rated as High or Moderate in the Risk Assessment Report and selected based on other factors outlined on page 3.

The preliminary audit objectives are described for each audit listed. These objectives and scope of each audit activity will be further defined based on the result of a project planning risk assessment processes performed at the beginning of each activity.

Audits are planned in three overall phases – note that the timing may differ slightly for each audit activity:
– Phase I – Activities projected to start before March 2022 and end by June 2022 – Phase II – Activities projected to start in March 2022 and end by December 2022 – Phase III – Activities projected to start in June 2022 or January 2023 and end by June 2023 Amendments to the proposed audit plan will be proposed either as needed or after conducting an annual risk assessment and update the audit plan, as needed, during FY23. Amendments may be proposed in response to changes in the City’s environment such as organizational structure, operations, risks, systems, and controls. Please note that the City Auditor will actively manage projects and overall budgets and workload in its execution of the workplan.

For each audit activity, a task order is submitted to the City Council for approval before the work is commenced. We have prepared and attached to this report multiple task orders that correspond to audit activities we have prioritized (e.g., those in Phase I). Those audit activities for are marked with an “X” in the ‘Seeking Approval’ column of the table below, and the Task Orders are included in the Appendix.

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ATTACHMENT B:

Excerpt OCA FY 2023 Audit Workplan

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FY2022/2023 Audit Plan
6 Phase I Activities
Seeking
Approval
Function Project Title Audit Objectives Timeline Estimated Hours
FY22 Cost FY23 Cost
(*)
Total Cost
FY21+22+23
_
Administrative
Services
Economic Recovery
Advisory (Task Order

4.7)
● Review the City’s long-term financial planning model and offer recommendations for improvement.
● Identify and evaluate key revenue sources categories that present long term risk to the City's financial sustainability.
● Perform scenario analysis and advise in the development of long term financial projections.

March -
December
2021
400 $64,663 $64,663
Public Works
Public Safety Building
- Construction Audit
(Task Order 4.8)
● Monthly invoice review
● Change order testing
● Contingency and allowance testing
● Lien waiver control
● Compliance with insurance requirements
● Closeout testing
● Verify the City’s implementation and adherence to documented project controls
March 2021
- June 2023 420 $26,633 $26,633 $51,266
Planning and
Development
Services
Building Permit &
Inspection Process
Review
(Task Order 4.9)
● Identify highest impact area to focus the assessment (e.g., specific permit type(s), specific sub-processes, etc.).
● Document corresponding process(es) and evaluate for efficiency and effectiveness.
● Benchmark operational performance against industry practices and established standards.

April –
September
2021
360 $48,300 $48,300
Citywide
Nonprofit Agreements
Risk Management
Review
(Task Order 4.10)
● Evaluate controls in place to ensure that nonprofit organizations are properly vetted prior to selection and monitored through the life of an agreement.
● Assess the performance monitoring process against the best practice. ● Follow up on relevant audit findings from past audit work.

May –
September
2021
400 $55,246 $55,246
Utilities
Utility Work Order &
Process Review
(Task Order 4.11)
● Determine whether adequate controls are in place and working effectively around the work order process
● Assess the work order process against best practices
January -
December
2022
400 $81,400 $81,400
Administrative
Services /
Information
Technology
Wire Payment
Process and Controls
(Task Order 4.12)
● Determine whether adequate controls are in place and working effectively to ensure that all disbursements are valid and properly processed in compliance with City’s policies and procedures
● Determine whether end user security awareness training is sufficient to prevent erroneous payments caused by phishing
February -
June 2022 270 $54,550 $54,550
Phase I Sub Total 2,250 $329,792 $26,633 $355,425
* For the purpose of audit plan preparation, OCA used the FY22 budget amount for FY23

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FY2022/2023 Audit Plan

7 Phase II Activities
Seeking
Approval
Function Project Title Audit Objectives
(preliminary objectives for audits not currently subject to approval) Timeline Estimated
Hours
FY22 Cost FY23 Cost
(*)
Total Cost
X Human Resources Remote and Flexible
Work Study
● Assess employee and management perspectives for long-term remote and flexible work viability and associated challenges
● Evaluate positive outcomes and challenges for managing a mixed location workforce
● Identify policies, processes, management practices and work culture improvements that may improve the City’s ability to manage a remote workforce
March -
December
2022
285 $50,000 $10,000 $60,000
X Information
Technology
Cybersecurity
Assessment
● Map current state security capabilities to the NIST Cybersecurity Framework and evaluate the maturity of current security processes ● Identify current risks related to weaknesses in the City’s cybersecurity program
● Identify target state objectives utilizing the Capability Maturity Model (CMMI) and develop recommendation to meet the objectives March -
December
2022
525 $90,000 $20,000 $110,000
X Public Works Wastewater Treatment
Plant Agreement Audit
● Evaluate whether direct and indirect costs incurred by the City are properly allocated to the operation of the Wastewater Treatment Plant. ● Review whether costs are properly allocated to the various parties to the Wastewater Treatment Plant Agreement.

March 2022
- December
2022
400 $60,000 $2,250 $62,250
Phase II Sub Total 1,210 $194,000 $38,250 $232,250
* For the purpose of audit plan preparation, OCA used the FY22 budget amount for FY23

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FY2022/2023 Audit Plan
8 Phase III Activities
Seeking
Approval
Function Project Title Preliminary Audit Objectives Timeline Estimated Hours
FY22 Cost FY23 Cost
(*)
Total Cost
Transportation Contract Management -
ALPR Technology
● Determine whether policies and procedures are implemented effectively to protect the privacy of personal information gathered using ALPR technology for the City's parking management.
● Determine whether the City monitors the vendor's performance to ensure the compliance with contract terms and applicable laws and regulations related to data privacy.

June 2022 -
January
2023
400 $82,500 $82,500
Administrative
Services
Investment
Management
● Determine whether adequate controls are in place and operating effectively to ensure that investments are managed in accordance with the investment management and other relevant policies. ● Assess the organizational structure and operations of the investment portfolio management function against best practice.

June 2022 -
January
2023
350 $61,550 $61,550
Information
Technology
Disaster Recovery
Preparedness
● Determine whether a formal disaster recovery plan exists and aligns with the City's needs for business continuity
● Determine whether a disaster recovery plan is periodically tested and updated to ensure a successful recovery
January -
June 2023 400 $87,500 $87,500
Administrative
Services Procurement Process
● Determine whether adequate controls are in place and working effectively to ensure that the appropriate vendors are selected properly to achieve desired objectives
● Identify the opportunities to improve the efficiency and effectiveness of the procurement process
January -
June 2023 350 $61,550 $61,550
Planning and
Development
Services
Long Range Planning
● Review progress against intended goals and identify any gaps ● Determine whether an effective control environment exists for the Long Range Planning group to maintain City's Comprehensive Plan ● Determine whether adequate controls are in place and working effectively for data analyses
January -
June 2023 400 $82,500 $82,500
Public Works ADA Compliance
● Determine whether improvements have been made to make facilities, programs, and services accessible in accordance with the Transition Plan and Self-Evaluation Final Study to ensure compliance with the Americans with Disabilities Act (ADA) OF 1990
January -
June 2023 350 $61,550 $61,550
TBD TBD / Ad Hoc Requests TBD TBD TBD
Phase III Sub Total 2,300 $0 $458,100 $458,100
Phase I + II + III TOTAL 5,760 $523,792 $521,983 $1,045,775 FY22 - FY23 Budget $600,000 $560,000 $1,160,000
FY23 Ad Hoc / Contingency $76,208 $38,017 $114,225
* For the purpose of audit plan preparation, OCA used the FY22 budget amount for FY23

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City of Palo Alto (ID # 15010)
Office of the City Clerk
City Council CAO Report
Meeting Date: 12/5/2022 Report Type: Consent Calendar
Title: Adoption of a Resolution Declaring Weeds to be a Public Nuisance and Setting February 27, 2023 for a Public Hearing for Objections to the Proposed Weed Abatement

THIS ITEM HAS BEEN CONTINUED TO A FUTURE MEETING
From: Lesley Milton, City Clerk
This item will be distributed as a special late packet report on December 1, 2022. 7 Packet Pg. 156

City of Palo Alto (ID # 14710)
City Council Staff Report

Meeting Date: 12/5/2022 Report Type: Action Items

City of Palo Alto Page 1

Title: Approval of a Construction Contract With Anderson Pacific Engineering Construction (APEC) in the Total Amount of $161,846,500; Approval of Three Amendments to Existing Agreements with: 1) Stanford University, 2) East Palo Alto Sanitary District, and 3) Mountain View and Los Altos; Approval of Amendment #2 to Contract Number C19171565 with Brown & Caldwell to Add Services, to Increase Compensation by $1,484,689 for a New Maximum Compensation Not -to-Exceed $5,908,791, and to Extend the Contract Term through March 31, 2028; Approval of Amendment #2 to Contract Number C21176592C with Carollo Engineers to Add Construction Management Services, to Increase Compensation by $8,237,021; approval of a resolution to increase Clean Water State Revolving Fund fina ncing to $193,000,000; approval of a budget appropriation increasing revenue and expenses; and approval of an exception to Debt Policy 1 -65 for the Secondary Treatment Upgrades Project (WQ -19001) at the Regional Water Quality Control Plant.

From: City Mana ger
Lead Department: Public Works

Recommendation
The Finance Committee and staff recommend that City Council:

1. Approve and authorize the City Manager or their designee to execute the construction contract with Anderson Pacific Engineering Construction, Inc., in the amount of $161,846,500 for the Secondary Treatment Upgrades project, funded in Wastewater Treatment Enterprise Fund Capital Improvement Program project WQ -19001, at the Regional Water Quality Control Plant;

2. Authorize the City Manager or thei r designee to execute one or more change orders to the contract with APEC for related, additional but unforeseen work that may develop during the project, the total value of which shall not exceed $16,184,650 or 10% of the contract amount, for a total not-to-exceed amount of $178,031,150;

3. Approve Amendment No. 8 to the agreement between Palo Alto and Stanford 8 Packet Pg. 157

City of Palo Alto Page 2

University; Addendum No. 1 to the Agreement between Palo Alto and the East Palo Alto Sanitary District; and Addendum No. 11 to the agreement among Pa lo Alto, Mountain View, and Los Altos;

4. Approve and authorize the City Manager or their designee to execute Amendment No. 2 to Contract No. C19171565 with Brown and Caldwell to increase the contract amount by $1,484,689 to provide design engineering servi ces beyond the original scope of the contract for the design of the STU Project (CIP WQ -19001), and to extend the term through March 31, 2028. The revised total contract amount is not to exceed $5,908,791 including $5,371,628 for basic services and $537,163 for additional services;

5. Approve and authorize the City Manager or their designee to execute Amendment No. 2 to Contract No. C21176592C with Carollo Engineers to increase the contract amount by $8,237,021 to provide construction management and inspecti on services during construction for the STU Project (CIP WQ -19001). The revised total contract amount is not to exceed $8,841,268 including $8,037,516 for basic services and $803,752 for additional services;

6. Approve a resolution amending Resolution 9945 t o increase the reasonably expected maximum principal amount of funding to $193,000,000 for design and construction of the Secondary Treatment Upgrades (CIP WQ -19001) and authorizing reimbursement of such funding from the Clean Water State Revolving Fund (SRF);

7. Approve an amendment to the F iscal Year 2023 Budget Appropriation for the Wastewater Treatment Fund (requires a 2/3 majority vote) by:

a. Increasing revenue from Other Agencies estimate from a State Revolving Fund Loan by $44,200,400
b. Increasing the Sec ondary Treatment Upgrades Capital Improvement Program project (WQ-19001) appropriation by $44,200,400; and

8. Authorize an exception to City Policy and Procedures Debt Policy 1-65 Guideline V.A.6 to allow the Wastewater Treatment Enterprise Fund to use a deb t limit exceeding 15 percent of annual Wastewater Treatment Enterprise Fund operating expenses.

Executive Summary
On November 15, 2022, the Finance Committee voted unanimously to recommend City Council approval1 to advance a key project to upgrade the sec ondary stage of the wastewater treatment system for the City’s Regional Water Quality Control Plant. The Secondary Treatment Upgrades (STU) project will be financed by the state low -interest SRF loan program and be repaid by Palo Alto and its five partner agencies. The project was identified in the 2012

1 SR ID# 14918 November 15, 2022 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/agendas-minutes/finance-committee/2022/20221115/20221115pfcs-linked.pdf 8 Packet Pg. 158

City of Palo Alto Page 3

Long Range Facilities Plan ( LRFP2). Design began in 2018 and bids were solicited in 2022, with three bids received on October 6, 2022. Council approval is recommended to award the construction contract and ancillary support contracts and financing. Construction would start in early 2023, to be completed by about November 2027. Loan payments on the debt service will begin in 2028.

To initiate the construction phase of the project, Council will be approving:
• A construction contract with Anderson Pacific Engineering Construction, Inc. (APEC)3; • Amendments to design and construction management service contracts with Brown and Caldwell (BC) (Attachment D) and Carollo Engineers (Attachment E), respectively; • A Resolution (Attachment F) to set maximum SRF loan financing at $193 million; • Amendments to the partner agreements with Stanford (Attachment A), East Palo Alto Sanitary District (Attachment B) , and Mountain View and Los Altos (Attachment C) approving the financing of the capital program and the partners’ respective funding obligations;
• Budget amendments to increase SRF Loan revenue and increase the Secondary Treatment Upgrade capital project (WQ-19001); and
• An increase to the debt policy granting an except ion to Debt Policy 1 -654 Guideline V related to the debt level carried by the Wastewater Treatment Enterprise Fund.

Background
The Palo Alto Regional Water Quality Control Plant (Treatment Plant) provides wastewater treatment services for the cities of Pa lo Alto, Mountain View, and Los Altos; the Town of Los Altos Hills; Stanford University; and the East Palo Alto Sanitary District. The Treatment Plant is an advanced treatment facility that uses a multi -stage process to remove organic materials and other pollutants from approximately 16 million gallons per day of wastewater generated in the service area. The treated effluent is predominantly discharged to San Francisco Bay and meets the stringent discharge requirements of the California Regional Water Quali ty Control Board as well as the requirements for reuse in recycled water applications. Palo Alto owns and operates the Treatment Plant’s wastewater treatment and disposal facilities and is responsible for managing capital improvements to the plant.

In 20 12, Treatment Plant staff conducted a Long Range Facilities Plan 5 to review existing and future (50 -year time frame) capacity needs, plant condition and deficiencies, the impacts of potential regulatory changes, alternatives to the existing solids incinera tion and liquid

2Long Range Facilities Plan, 2012 https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality- control-plant/lrfp-final-report-08-2012.pdf
3 Anderson Pacific Construction Contract for the Secondary Treatment Project https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality-control-plant/c23185822- anderson-pacific_cc_minutetraq-10-31.pdf
4 Debt Policy 1-65 April 11, 2017 https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality- control-plant/1-65-asd-debt-policy-2017-04-11_4.pdf
5 Long Range Facilities Plan, 2012 https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality- control-plant/lrfp-final-report-08-2012.pdf
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treatment processes, site layouts for plant improvements and potential expansion, and preliminary cost estimates. The LRFP, which was the first comprehensive long -range plan since 1966, included recommendations to rehabilitate and replace e xisting facilities nearing the end of their useful life. The highest priority projects are being implemented over multiple years to effectively manage resources and costs. Construction of the sludge dewatering facility was completed in 2019, which was a ke y component of the LRFP. The primary sedimentation tank rehabilitation project is in construction and will be completed in 2023. Other facilities requiring capital improvement in the next 10 years for facilities at the end of their useful life include a new outfall pipe, new support facilities, relining of an aging joint intercepting sewer, and a new headworks facility.

The Treatment Plant was originally constructed in 1934 and has undergone several expansions and upgrades. A key upgrade in 1972 included c onstruction of a biological treatment process unit (i.e., secondary treatment). The process unit consists of four concrete aeration basins (each measuring 120 feet by 135 feet and 20 feet deep) that allow the growth of specific bacteria to breakdown and remove organic compounds in the wastewater. Ancillary facilities include an air blower room and pump stations. This equipment delivers oxygenated process air and recirculates sludge, as needed. Other equipment includes a standby power generator, electrical switchgear, and motor control centers to distribute electrical power to the process equipment.

This equipment is between 28 to 50 years old and beyond its useful life. The current secondary treatment process is not able to remove nitrogen which is a new reg ulatory requirement to discharge treated effluent to San Francisco Bay to prevent toxic algae blooms.

Bid documents were prepared and bids solicited from construction contractors. A memorandum of understanding for proprietary equipment for the STU project was approved by Council on August 1, 20226 and included in the bid documents.

On June 21, 2021, Council approved five separate five -and-a-half-year contracts 7 with MNS Engineers, Inc.; CDM Smith; Carollo Engineers; MCK Americas, Inc.; and Tanner Pacifi c, Inc.

These contracts provide for RWQCP On-Call Construction Management and Inspection Services; were initially set at a not -to-exceed total amount of $1 per contract; and provide qualified consultants that can provide on -call services during constructio n of various capital projects recommended by the Long-Range Facilities Plan. Services to be used are on a per -project basis, at the City’s discretion. One contract with MNS Engineers was authorized by Council for a not - to-exceed amount of $1.6 million.

Background: California Clean Water State Revolving Fund (SRF) Program The State Water Resources Control Board Division of Financial Assistance administers the Clean Water State Revolving Fund (SRF) program. The SRF program provides low interest financing to

6 SR ID#11496 August 1, 2022 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/agendas-minutes/city-council-agendas-minutes/2022/20220801/20220801pccsmlinked.pdf 7 SR ID# 12324 June 21, 2021 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/reports/city-manager-reports-cmrs/year-archive/2021/id-12324.pdf 8 Packet Pg. 160

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agencies for wastewater projects. Under this program, eligible projects can apply for loans with interest rates that are approximately half of the State General Obligation rate, resulting in lower project costs and maximizing benefits to ratepayers and pa rtner agencies. For the Secondary Treatment Upgrades project, Palo Alto executed a loan with the SRF program on May 9, 2022 with favorable terms including a 0.8% fixed interest rate, a 30 -year term, project financing of approximately $169 million, and debt payments that will start one year after project substantial completion. Palo Alto has previously obtained SRF loans for the:

• Palo Alto/Mountain View Recycled Water Pipeline project ($9.0 million, 20 -year term, Agreement 07-814-550, executed 10/12/07);
• Ultraviolet Disinfection Facility ($8.5 million, 20 -year term, Agreement 09 -814-550, executed 10/27/09);
• Sludge Dewatering and Truck Loadout Facility ($25.7 million, 30 -year term, Agreement D16-01034, executed 6/7/17); and
• Primary Sedimentation Tanks Rehabil itation and Equipment Room Electrical Upgrade Project ($19.4 million, 30-year term, Agreement D20-01009, executed 7/12/21).

Council previously approved Resolution 9945 8, authorizing the reimbursement of the funding for this project by the SRF program. At that time, project financing was set at $169 million.

Having received three actual bids for construction work, staff now requests Council to approve a revised resolution to authorize reimbursement of $193 million for a new financing amount.

Staff is curre ntly in negotiations with state SRF program staff for the increased loan amount.

SRF program staff have indicated that they can fund the increased amount for the loan at the same interest rate, however, a revised resolution of authorization approved by Cou ncil for reimbursement is required for the increased funding amount.

The total SRF loan application includes the costs for planning, design, construction, construction contingency, capital program administration, and construction management. The partne r agreements being approved by Council with Mountain View, Los Altos, EPASD, and Stanford University include the increased funding amount required.

Background: Brown and Caldwell Design Amendment No. 2
On October 1, 2018, Council approved a professional s ervices contract9 for design services with BC for the STU Project at the Palo Alto Regional Water Quality Control Plant (RWQCP). The original contract amount was $2,923,357 including $2,657,597 for basic services and $265,760 for additional services.

After the initial contract award, BC performed field survey work, equipment condition

8 SR ID#11834 March 1, 2021 https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality- control-plant/sr-11834_1.pdf
9 SR ID#9485 October 1, 2018 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/reports/city-manager-reports-cmrs/year-archive/2018/id-9485-design-services-for-rwqcp-secondary- treatment-process-upgrades.pdf
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assessments, process design modeling, preliminary design calculations, equipment sizing, and prepared plans. It was through this process that the Membrane Aerated Biofilm Re actor technology was found to be a superior process component for the long -term operation of the RWQCP, although the shorter -term design and construction costs are higher than for the process originally envisioned. This design approach constituted a scope change in the design work. On December 7, 2020, Council approved Amendment No. 1 10 to this contract to increase the contract amount by $1,500,745 to allow BC to provide additional services required to meet the City’s latest design standards (including Palo Alto's Sea Level Rise Adaptation Policy 11) (approved by Council March 18, 2019), and integrate the new design into the existing process through a complicated construction and operation phasing effort. The amendment included an increased contract amount and additional time to perform the work.

As the design proceeded, it became evident that construction sequencing was becoming more complicated and required a longer construction duration as a result of attempting to build the project, while also operating the RWQCP to meet permitted discharge limitations.

Discussion
The secondary treatment process must be upgraded to a process that removes harmful nitrogen by creating both oxygen -deficient and oxygen -rich zones in modified aeration tanks.

The project will i mprove final water quality by removing nitrogen by up to 78 percent, reduc e the need for supplemental alkalinity chemicals used to ensure proper effluent pH , ensure the Plant continues to meet effluent discharge permit limits, and allow for ultimate decommissioning of the aging biotrickling filters and other aging equipment. The project will rehabilitate four concrete aeration basins as well as the blower room and sludge pumping stations. Equipment will be replaced including piping and ancillary systems, ex tending the useful life of mechanical and electrical equipment components by at least another 30 years, while the concrete and steel structure life cycle will be extended by at least another 50 years.

The scope of work includes the following for all four b asins: replacement of the air bubble diffusers and the piping manifolds in the basins; replacement and automation of influent and effluent flow diversion gates; concrete work to install new flow channels for flow distribution; replacement of air blowers a nd sludge pumps; installation of two pump stations, a standby generator and an electrical power load center; and replacement of aging motor control centers (i.e., electrical power distribution equipment).

Discussion: Award of Construction Contract to Anderson Pacific Engineering Construction , Inc.

On July 21, 2022, the City solicited formal bids from qualified contractors for the STU Project.

The bidding period was 78 calendar days. Three (3) bids were received on October 6, 2022, with bid prices rangin g from $161,846,500 to $167,518,500 as noted in the Bid Summary

10 SR ID#11155 December 7, 2020 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/reports/city-manager-reports-cmrs/year-archive/2020/id-11155.pdf 11 SR ID#9576 March 18, 2019 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/reports/city-manager-reports-cmrs/year-archive/2019/031819-9576-proposed-draft-sea-level-rise- policy.pdf
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Attachment G). Bid process details are summarized in Table 1 below. The lowest bid was $161,846,500.

Table 1: Summary of Bid Process
Bid Name/Number STU Project (IFB-185822)
Proposed Length of Project 58 months after Notice to
Proceed
Number of Bid Packages downloaded by Contractors and
Subcontractors 41
Number of Bid Packages downloaded by Builder’s Exchanges 14 Number of Bid Packages downloaded by Suppliers and Others 39 Total Days to Respond to Bid 78
Pre-Bid Meeting (In Person) Yes
Number of Companies Attended Pre-Bid Meeting 17
Number of Bids Received: 3
Base Bid Price Range $161,846,500 to $167,518,500

Staff has reviewed all bids submitted and recommends the bid of $161,846 ,500 submitted by APEC be accepted and that APEC be declared the lowest responsible bidder. The base bid is 36% above the Engineer's estimate of $118,707,335 , which was dated April 26, 2022 . Supply chain issues, high inflation including high oil prices, lo cal market volatility, duration of the contract, and labor availability and commodity prices are factors that contributed to the bids being much higher than the Engineer’s estimate. However, the “bid spread” on the three bids received are within 3.5% of ea ch other, indicating a common understanding of the project scope and cost. Staff is not recommending a rebid because of the tight bid spread and the likely risk of higher construction costs due to more inflation -induced expenses in a rebid situation, including the already negotiated pricing for the Membrane Aerated Biofilm Reactor equipment with Suez. Furthermore, neighboring agencies undertaking similar projects have also witnessed higher bids in 2022 (e.g., City of Sunnyvale’s Secondary Treatment Upgrade project engineer’s estimate of $150 to $250 million and low bid of $278 million; Union Sanitary District’s Aeration Basin Modifications project engineer’s estimate of $64 million and low bid of $121 million).

These examples further suggest broader economic causes for the higher bid environment for construction work, rather than flaws unique to the Engineer’s estimate for the STU Project.

Thus, staff recommends awarding the construction contract to APEC now, which will leverage the favorable terms of the SRF program loan and move the City forward in a timely manner on needed wastewater treatment capital investment.

A contingency amount of $16,184,650 (10% of the bid price) is requested for related, additional but unforeseen work that may develop during the p roject. Staff confirmed with the Contractor's State License Board that the contractor has an active license on file.

Discussion: Partner Agencies’ Agreements
The City’s agreements with the partner agencies (Mountain View and Los Altos, Stanford, and 8 Packet Pg. 163

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East Palo Alto Sanitary District) all require partner agency approval for major capital projects, including the STU Project. The partner s have each approved amendments to the capital improvement program, authorizing the SRF financing, and approving their respe ctive funding obligations (City of Mountain View on November 15, 2022 ; City of Los Altos on November 29, 2022; East Palo Alto Sanitary District on November 3, 2022; and Stanford University anticipated prior to December 5 on November 23 , 2022). The City’s agreement with the Town of Los Altos Hills does not require prior approval of capital improvement projects because Los Altos Hills contributes the smallest about of wastewater flow to the plant. Staff recommends Council approve the following:

• Amendment No. 8 to the Agreement between Palo Alto and Stanford University (Attachment A);
• Addendum No. 1 to the Second Amended and Restated Agreement between Palo Alto and the East Palo Sanitary District (Attachment B); and • Addendum No. 11 to the Agreement between Palo Alto, Mountain View, and Los Altos (Attachment C).

The partner agencies’ funding obligations for major capital projects are based on their capacity rights, as specified in their respective agreements. These rights may only be reallocated by written agreement of all parties, or if any one party’s actual flows exceed 80% of their capacity right. To date, all of the partner agencies’ actual flows are well below the 80% threshold.

In contrast, operation and maintenance expenses, which include the City’s admi nistrative and overhead expenses, are allocated based on each agency’s actual flows. Thus, partner agencies ’ annual contributions for operations and maintenance can fluctuate from year to year based on the volume and strength of wastewater conveyed to the plant for treatment (see Attachment H).

Discussion: Brown & Caldwell Design Contract Amendment No. 2 The projected duration of the construction phase is approximately five years, with each of the four aeration basins requiring one year to be converted fro m the existing to the modified process upgrades. Construction is anticipated to begin in early 2023 and continue to November 2027. Under the original design contract, it was anticipated that construction was expected to commence in early 2020 with the upgraded facility fully operational by spring 2022.

Staff recommends that Council approve Amendment No. 2 to add funds in the amount of $1,484,689 to the project to address the delayed construction start date, additional construction duration, and for:

1. Additional design services:
a. Further development of an indicative construction schedule. b. Further development of construction sequencing and constraints specifications. c. Preliminary design of temporary facilities and systems required during 8 Packet Pg. 164

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construction, including development of preliminary design drawings. d. As-needed additional engineering services for unforeseen site conditions and coordination with other ongoing major capital projects at the RWQCP e. Updated opinion of probable construction cost and projection of cash flow during construction for budgeting purposes.
f. Participation in a constructability review to be conducted by the City’s selected construction manager.
g. Additional meetings and workshops.

2. Additional bid period services associated with the items listed above and the expanded scope and complexity of the Project.

3. Additional engineering services during construction associated with a larger volume of construction documents and resubmittals of the items listed above and the expanded scope and complexity of the Project.

4. Additional commissioning and startup services to account for staged commissioning and startup of the Project.

5. Additional project management services associated with the expanded scope and duration of the Project.

6. Updated costs, accounting for i ncreases in hourly billing rates, for providing engineering services during construction.

The original BC design contract amount was $2,923,357. Amendment No. 1 to the contract increased the contract amount by $1,500,746. Amendment No. 2 adds $1,484,689 t o the contract. The revised total contract amount is a not -to-exceed $5,908,791 including $5,371,628 for basic services and $537,163 for additional services.

Discussion: Carollo Engineers Construction Management Contract Amendment No. 2 On June 8, 2022, s taff provided each of the five construction management consultants a scope of services with a list of tasks needed for the upcoming construction project (i.e., Work Order #3). Four proposals were received from Carollo Engineers, MNS Engineers, MCK Americas , and Tanner Pacific with prices ranging from $7,488,200 to 14,482,634.

Table 2: Summary of Construction Management Work Order Proposals Request for Work Order Proposal Issued June 8, 2022
Deadline for Questions, Clarifications July 11, 2022
Proposals Due July 20, 2022
Proposals Received 4
Finalist Identified 1
Proposals Price Range $7,488,200 to 14,482,634

An evaluation committee consisting of Public Works Department staff was formed to review the four proposals. The committee carefully reviewed each firm's qualifications and submittal in response to the criteria identified in the Request for Work Order Proposal, including quality and completeness of the proposal, quality and effectiveness of services, experience with projects of 8 Packet Pg. 165

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similar scope and complexity, prior record of performance, cost, proposer’s financial stability, and ability to provide future maintenance and/or services.

Council scheduled approval of construction and construction management services for a separate project on November 14 , 202212, entitled the 12kV Electrical Power Distribution Loop Rehabilitation Bid Package 1 Project (WQ -19002) at the Regional Water Quality Control Plant.

That construction contract, also with APEC, will also be managed and inspected by Carollo Engineers under Amendment #1 to Contract Number C21176592C to add services, to increase compensation by $604,246 for a new maximum compensation not -to-exceed $604,247 for the Wastewater Treatment Enterprise Fund for the 12kV Electrical Power Distribution Loop Rehabilitation Bid Package 1 Project (WQ-19002) at the Regional Water Quality Control Plant.

Staff recommends amending the contract with Carollo, who provided a more comprehensive approach to the services, demonstrated a clear understanding of needs, had the low est cost, and proposed innovative solutions to the challenges of the complex capital program. Total costs are shown in Table 3 below.

Table 3: Carollo Engineers, C21176592C, Authorized Funding Staff Report
Basic
Services
Additional
Services
Not-to-
Exceed
Total
Initial contract, 6/21/2213 $1 -- $1
Amendment #1, 11/14/22, 12kV Electrical Power
Distribution Loop Rehabilitation Bid Package 1
Project (WQ-19002) 14
$549,314 $54,932 $604,246
Amendment #2, Secondary Treatment Upgrades
Project (WQ-19001) $7,488,201 $748,820 $8,237,021
Total: $8,037,516 $803,752 $8,841,268

Timeline
During construction, multiple channels and tanks must be bypassed, taken out of service, cleaned, upgraded, and returned to se rvice. At least six major phases are anticipated. As a result, the complex phasing requires a 58 -month construction duration. The BC design contract Amendment No. 2 will extend the consultant contract term from March 31, 2025 to March 31, 2028.

12 SR ID# 14602 November 14, 2022 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/agendas-minutes/city-council-agendas-minutes/2022/20221114/20221114pccsm-linked-cq-ppts.pdf 13 SR ID# 12324 June 21, 2021 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/reports/city-manager-reports-cmrs/year-archive/2021/id-12324.pdf 14 SR ID# 14602 November 14, 2022 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/agendas-minutes/city-council-agendas-minutes/2022/20221114/20221114pccsm-linked-cq-ppts.pdf 8 Packet Pg. 166

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Secondary Treatment Upgrades
Design: Complete
Construction start: January 2023
Construction complete: November 2027: 58-month duration Design services complete March 2028: 4-month post construction First STU project loan payment: November 2028: 1-year after substantial completion

Resource Impact
The SRF loan for the in -progress Primary Sedimentation Tanks Rehabilitation Project is being amended from the already approved $17.0 million to a new financing amount of $19.4 million, as detailed in partner agreements (A ttachments A, B, and C). Loan repayments for the Primary Sedimentation Tanks Rehabilitation Project will begin in calendar year 2024, one year after project substantial completion.

The SRF loan for the Secondary Treatment Upgrades Project is approximately $169 million; staff has revised that financing to $193 million. Total project cost estimates were adjusted when new Engineer’s cost estimates and design stages were completed. The requested loan amount reflects securing the initial loan with an approxima te total project estimate. The design and construction of this project, including associated construction management and administrative costs, will be financed through the SRF loan, which is disbursed to Palo Alto on a reimbursement basis. Pursuant to SRF policy, the first repayment occurs one year after project substantial completion, which is estimated to be in calendar year 2028. The annual SRF loan repayment, which includes principal and interest, is based on an amortized period of 30 years.

The estimated annual repayments paid by each contributing partner agency are summarized in Tables 4 and 5 below. The percent shares in Table 4 and 5 below are fixed capacity share, which is further detailed in Attachment H. The fixed capacity share applies to capacit y rights in major capital projects funded with long -term debt financing, and the fixed capacity share differs from the varying operating share each agency pays from year -to-year based on the relative contribution from partner -to-partner for annual operatin g expenses. Changes in operating share along with long term flow trend are also included in Attachment H , as well as a comparison between agencies for single family residential monthly sewer bills, as requested at the Finance Committee presentation for this project.

Table 4: CWSRF Loan Repayment Partner Agency Estimates
Primary Sedimentation Tank (PST) Rehabilitation Project Contributing Partner Agency Percent Share Annual Repayment* Palo Alto 38.16% $282,682
Mountain View 37.89% $280,681
Los Altos 9.47% $70,152
East Palo Alto Sanitary District 7.64% $56,595
Stanford University 5.26% $38,965
Los Altos Hills 1.58% $11,704
Total: 100.00% $740,779
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* Based on CWSRF loan amount of $19,400,000 at 0.9% locked interest rate for 30-year term

Table 5: CWSRF Loan Repayment Partner Agency Estimates
Secondary Treatment Upgrades (STU) Project
Contributing Partner Agency Percent Share Annual Repayment** City of Palo Alto 38.16% $2,767,754
City of Mountain View 37.89% $2,748,171
City of Los Altos 9.47% $686,861
East Palo Alto Sanitary District 7.64% $554,131
Stanford University 5.26% $381,509
Town of Los Altos Hills 1.58% $114,598
Total: 100.00% $7,253,025
** Based on CWSRF loan amount of $192,767,840 at 0.8% locked interest rate for 30-year term

This is a multi -year contract over the course of design and through the completion of construction. The funding for this amended contract will be allocated from the Wastewater Treatment Enterprise Fund Capital Improvement Program Project (WQ -19001). As approved in the FY 2023 Adopted Budget, WQ -19001 has total funding of $149.2 million, with State Revolving Fund (SRF) loan revenue of $148.8 million budgeted to offset the costs for this project, and the remaining $0.4 million covered by the Wa stewater Treatment Fund. Staff previously secured a SRF loan (at 0.8% interest rate) as the source of funding for the design contract, and future construction and construction management contracts in the amount of $169.0 million, and recommends increasing this amount to $193.0 million as part of this memorandum. Increasing the SRF Revenue by $44.2 million will allow staff to increase the WQ - 19001 capital project by $44.2 million to align with the project scope.

Palo Alto RWQCP treats the combined wastewate r from Palo Alto, Los Altos, Los Altos Hills, Mountain View, Stanford University, and the East Palo Alto Sanitary District. Palo Alto’s share of this project is 38.16% and the other five agencies’ share is 61.84%, based on the fixed capacity established in partners’ agreements. As the lead agency, the City of Palo Alto will appropriate the funding for this Project in the Fiscal Year 2023 Wastewater Treatment Enterprise Fund Capital Improvement Program Budget for the Secondary Treatment Upgrade Project (WQ - 19001). The design and construction of this project, including associated construction management and administrative costs, is being financed through the CWSRF loan, which is disbursed on a reimbursement basis.

Cashflow Impacts from State SRF Loan Reimbursement Process The City’s Wastewater Treatment Fund cash balance was $12.7 million on June 30, 2022.

Potential negative cash balances could occur in the future (depending on spending patterns).

The cash balance is used to handle cash flows that cover different timing of revenues and expenses. The RWQCP’s large capital program will be using several SRF loans in the coming years, including the large SRF loan for the STU Project. Contractor expenses are expected to be 8 Packet Pg. 168

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many millions of dollars each month with st andard payment terms within 30 days. The state reimburses the City for these payments to contractors on a much longer timeframe (e.g., four to six months based on past experience). The City has historically not encountered cash flow concerns even with SRF funding as the magnitude of the projects had smaller monthy costs. For the STU, a much larger project, the mismatch in timing of reimbursement from the state is expected to cause a greater drawdown of the Wastewater Treatment Fund cash balance, causing a n egative fund balance during the STU project. Exact timing of the negative cash balance is unknown during the 58-month construction duration ; a clearer understanding of timing is expected once the contractor provides a construction schedule. The State has indicated that they cannot improve on the turnaround time for reviewing disbursement requests.

Public Works Environmental Services and Administrative Services Department staff are evaluating potential solutions, including short term loans from the private financial market, early phase in of sewer rate increases, potentially pre-payments from partner agencies, or loans from other City Enterprise Funds or the General Fund which would help cover the short -term timing issue for cashflow. Staff will return to Co uncil and the Finance Committee , as needed, with additional actions on this issue. Use of the SRF loan remains the favorable debt financing instrument for the RWQCP capital program despite these temporary cashflow concerns.

Policy Implications
This recommendation does not represent any change to existing City policies, except as noted below for the Debt Policy, and supports the Comprehensive Plan Policy N.4-16.

The City’s Debt Policy 1 -6515, adopted April 11, 2017 16, includes guidelines for use of debt an d other financing. In Section V, Guidelines for Use of Debt and Other Financing, annual debt service is not to exceed 15 percent of annual operating expenses unless an exception is approved by Council. Current debt service is approximately 7.4% of annual o perating expenditures. Future debt service is expected to exceed 15% in November 2028 and be 30% when the first debt payment on the STU project is due. Council is requested to authorize an exception to the debt policy for the Wastewater Treatment Enterpris e Fund. Use of pay-as-you- go financing for large, complex wastewater treatment projects is impractical and would put an inequitable and untimely burden on ratepayers that may not ever benefit from the new capital equipment. Use of debt financing to spread the costs across ratepayers for 30 years of beneficial use is common for wastewater capital equipment in Palo Alto and in neighboring agencies. An increase in the pay -as-you-go financing capital program (i.e., about $3.4 million currently) would not be able to support the large capital projects such as the STU project, which is triggering the need for an exception.

15 Debt Policy 1-65 April 11, 2017 https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality- control-plant/1-65-asd-debt-policy-2017-04-11_4.pdf
16 SR ID#7892 April 11, 2017 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/reports/city-manager-reports-cmrs/year-archive/2017/7892.pdf 8 Packet Pg. 169

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Stakeholder Engagement
This project is part of the RWQCP’s major capital improvement program funded by Palo Alto and the five partner agencies who use the RWQCP for wastewater treatment. The five partner agencies are regularly updated on both the need for and the progress of wastewater treatment capital work. Updates are provided each year at an annual meeting and at other periodic meetings estab lished to inform partner agency staff about the major capital improvement program. With respect to Palo Alto itself, the open meetings on the budget process serve as the main vehicle for engaging the community on both new projects such as this and associat ed rate impacts.

Environmental Review
The construction of the Secondary Treatment Upgrades Project is exempt under sections 15301, 15302, and 15303 of the California Environmental Quality Act (CEQA) Guidelines. The City of Palo Alto filed a Notice of Exe mption for the Secondary Treatment Project Upgrades Project on April 2, 2021 (State Clearinghouse #2021040051).

Approval of Brown and Caldwell design amendment #2 and the three partners agreements are not subject to CEQA review under section 15378(b)(4) o f the CEQA Guidelines in that it is a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

Attachments:
• Attachment8.a: Attachment A Amendment 8 to Contract C869 with Stanford • Attachment8.b: Attachment B Addendum 1 to the 2nd Restatement Agreement with EPASD
• Attachment8.c: Attachment C Addendum 11 to Basic Agreement with Mountain View and Los Altos
• Attachment8.d: Attachment D Amendment 2 to Contract C19171565 with B&C • Attachment8.e: Attachment E Amendment 2 to Contract C21179265C with Carollo Engineers
• Attachment8.f: Attachment F Resolution (Amending Resolution 9945 for Revised Funding)
• Attachment8.g: Attachment G Bid Summary
• Attachment8.h: Attachment H RWQCP Flow, Partner Treatment Share, Neighboring Agency Comparison
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ATTACHMENT A
AMENDMENT NO. EIGHT TO CONTRACT NO. C869

BETWEEN THE CITY OF PALO ALTO AND THE BOARD OF

TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY
This Amendment No. Eight (8) to the Contract is made and entered into on , by and between the CITY OF PALO ALTO, a chartered city and a chartered municipal corporation of the State of California (“ City”) and the BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Stanford”) (individually, a “Party”; collectively, the “Parties”).

R E C I T A L S:

A. The Parties have entered into that certain Contract Between Palo Alto and Stanford, executed on November 30, 1956, as amended by the Addendum and Amendments described below (collectively, the “ Contract”). The Contract has been amended seven times as follows: Addendum No. One (1) to the Contract Between the City of Palo Alto and Stanford, dated as of June 11, 1971; Amendment No. Two (2) to the Contract Between the City of Palo Alto and Stanford, dated as of November 2, 1998; Amendment No. Thr ee (3) to the Contract Between the City of Palo Alto and Stanford, dated as of March 16, 2009; Amendment No. Four (4) to the Contract Between the City of Palo Alto and Stanford, dated as of October 17, 2016; Amendment No. 5 to the Contract Between the City of Palo Alto and Stanford, dated as of August 13, 2018; Amendment No. Six (6) to the Contract Between the City of Palo Alto and Stanford, dated March 4, 2019; and Amendment No. Seven (7) to the Contract Between the City of Palo Alto and Stanford, dated May 17, 2021.

B. Palo Alto owns and operates the sewage system (the “ System”) pursuant to the Contract, and is responsible for making capital additions to the System. Under the Contract, prior to commencement of construction of any capital additions or enlargements of the System, City and Stanford shall agree upon the terms of payment by Stanford of its proportionate cost.

C. The Parties now desire to increase the maximum amount of financing authorized for the construction of the Primary Sedimentation Tan k Project app roved by Amendment No.

Seven (7) to reflect increases in Project Costs as defined therein, including design engineering, construction management, program management, and construction costs.

D. The Parties further desire to agree to construct a capital addition to improve the Joint System by upgrading the secondary treatment process (biological process) to a process that removes harmful nitrogen by creating anoxic and aerated zones in existing aeration basins. This Secondary Treatment Upgrades or “STU” Project will improve final water quality, ensure the Plant continues to meet effluent discharge permit limits, and allow for ultimate decommissioning of the aging biotrickling filters and other aging equipment. The Primary Sedimentation Tank Project and the STU Project will become part of the Regional Water Quality Control Plant (the “Plant”), which is owned and operated by City as part of the System.

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NOW, THEREFORE, in consideration of the terms, conditions and covenants set forth in this Amendment No. Eight (8), the Contract is hereby amended as follows:

Section 1. Paragraph 27 of the Contract is hereby added to read, as follows:

“27. MAXIMUM AMOUNT OF FINANCING FOR THE PRIMARY SEDIMENTATION TANK REHABILITATION PROJECT. The maximum amount of financing authorized for the Primary Sedimentation Tank Rehabilitation Project described in Paragraph 26 is increased from $17.0 million to $19.4 million.”

Section 2. Paragraph 28 of the Contract is hereby added to read, as follows:

“28. CONSTRUCTION AND IMPLEMENTATION OF THE SECONDARY
TREATMENT UPGRADES PROJECT. The Parties hereby approve the construction of various improvements collectively referred to as the Secondary Treatment Upgrades or “STU” Project. The STU Project includes: new air blowers; air diffusers in aerobic zones; anoxic zone pulsed air equipment; membrane aerated biofilm reactor cassettes; slide and sluice gates and valves to isolate and throttle flows; instruments such as flowmeters and oxygen probes; power distribution equipment including standby diesel generator and power transfer equipment; and return activated sludge piping and pumping. Each Party shall pay its share of the STU Project Costs, in proportion to the capacity it owns in the Joint System or portion thereof as shown in Exhibit “H” to Amendment No. Two (2) to the Contract. “Project Costs”, as used in this Section 28, means all costs incurred in connection with the construction and implementation of the STU Project. Without limiting the generality of the foregoing, Project Costs shall include, but not be limited to: engineering and other consultants’ fees and costs, including fees incurred pursuant to agreements with engineers, contractors and other consulting, design and construction professionals; deposits, applicable permit fees; all costs to apply for and secure necessary permits from all required regional, state, and federal agencies; plan check fees, and inspection fees; construction costs; initial maintenance; attorneys’ fees and costs; insurance; interest from the date of payment on any contracts.

The Parties authorize City to receive State Revolving Fund (“SRF ”) loans from the State Water Resources Control Board (“SWRCB”) or pursue other project financing (i.e., utility revenue bonds) to fund the costs of the Project. The maximum amount of financing for the project is one hundred ninety -three million dollars a nd no cents ($193,000,000).

The SRF loans will have a thirty-year repayment term. The SRF loan shall be repaid by the Parties in the same proportionate shares as shown on Exhibit “H” to Amendment No. Two (2) to the Contract.

If the SWRCB terminates its loan commitment unexpectedly following execution of the construction contract(s) for the Project or the Projects, the City shall notify Stanford promptly. Following notification of the termination of the SRF loan commitment, the

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y: ___________________________

ATTEST:

City Clerk
Parties shall meet in a time ly manner to discuss alternative funding sources and strategies for completion of the Projects. If the Parties are unable to agree on new funding sources in a timely manner, then the City shall have the right to terminate the Project or Projects immediately.

The Parties shall remain responsible for Project Costs and loans incurred, whether before or after termination of the Project/Projects, including costs incurred in connection with the termination of the Project planning/design/construction contract(s), in the same proportion to each organization’s share, as shown on Exhibit “H” to Amendment No. Two (2) to the Contract.

Stanford shall pay its share of any Project Costs within thirty (30) business days of receipt of the annual billing statement sent by the City. If Stanford disputes the correctness of an invoice, it shall pay the invoice in full and the dispute shall be resolved after payment in accordance with the Contract, and shall not offset against any payment due.

Section 3. Except as modified herein, the Contract shall remain unchanged, and is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment as of the date first written above.

CITY OF PALO ALTO

By:

Mayor

APPROVED AS TO FORM:

City Attorney or Designee
APPROVED AS TO CONTENT:

City Manager or Designee

THE BOARD OF TRUSTEES OF THE LELAND

STANFORD JUNIOR UNIVERSITY

B

Name:

Title:

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ATTACHMENT B
ADDENDUM NO. ONE TO THE SECOND RESTATED AND AMENDED

AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE EAST PALO

SANITARY DISTRICT FOR WASTEWATER TREATMENT AND DISTRICT

OUTFALL

This Addendum No. One to the Second Restated and Amended Agreement Between the City of Palo Alto and the East Palo Sanitary District for Wastewater Treatment and District Outfall is made and entered into on [DATE], by and among the CITY OF PALO ALTO (“Palo Alto”), a municipal corporation under the laws of the State of California, and the East Palo Alto Sanitary District (“District”), a special district formed under the Sanitary District Act of 1923, individually, a “Party”, collectively, the “Parties”.

RECITALS
A. On May 17, 2021, the Parties entered into an agreement entitled the Second Restated and Amended Agreement Between the City of Palo Alto and the East Palo Sanitary District for Wastewater Treatment and District Outfall.

B. That agreement establishes the Parties’ respective rights and obligations regarding treatment of wastewater conveyed from the District’s sanitary sewer system at the City’s Regional Water Quality Control Plant, payment of treatment costs, debt service for major capital improvement projects, the District’s sanitary sewer outfall line, and pretreatment requirements.

C. The agreement establishes the Parties’ approval of funding and cost sharing for the planning/design phases of Primary Sedimentation Tank and Secondary Treatment Upgrades projects.

D. The Parties now wish to amend the agreement to approve their respective funding and cost- sharing obligations for the construction phase of those projects.

NOW, THEREFORE, in consideration of the terms, conditions and covenants set forth in this Addendum No. One, the Second Restated and Amended Agreement Between the City of Palo Alto and the East Palo Sanitary District For Wastewater Treatment and District Outfall is hereby amended, as follows:

Section 1. The title of the agreement is amended as follows: (additions in underline text)

Second Restated and Amended Agreement Between the City of Palo Alto and the East Palo Alto Sanitary District For Wastewater Treatment and District Outfall

Section 2. Section 6, paragraph a, subparagraph ii is amended to add new subsection A as follows: (additions in underline text)

6. DESIGN OF PRIMARY SEDIMENTATION TANK REHABILITATION, SECONDARY TREATMENT UPGRADE, LABORATORY SERVICES BUILDING; DESIGN AND CONSTRUCTION OF SLUDGE DEWATERING AND TRUCK LOADOUT FACILITY; AND

CONSTRUCTION OF OUTFALL AND PRIMARY SEDIMENTATION TANK
REHABILITATION.

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a. Implementation of the “Projects”
i. City and District hereby approve the planning and design of the Primary Sedimentation Tanks, Secondary Treatment Upgrades, Laboratory/Environmental Services Building, and design and construction of a Sludge Dewatering and Truck Loadout Facility. Each Party shall pay its share of Project Costs for the Projects in proportion as it owns capacity in the Treatment Plant or portion thereof, as shown in Exhibit “H.” For purposes of this subparagraph, “Project Costs” means all costs incurred in connection with the planning, design, construction and implementation of the Projects. Without limiting the generality of the foregoing, Project Costs shall include, but not be limited to: design, engineering, and other consultants’ fees and costs, including fees incurred pursuant to agreements with engineers, contractors and other consulting, design and construction professionals; environmental analysis and approval costs, including cost of compliance with the California Environmental Quality Act; deposits, applicable permit fees; all costs to apply for and secure necessary permits from all required regional, state, and federal agencies, plan check fees, and inspection fees; construction costs; initial maintenance; attorneys’ fees and costs; insurance; interest from the date of payment on any contracts.

ii. City and District hereby approve the construction of a new outfall and related improvements to existing discharge infrastructure (the “Outfall Project”) and the rehabilitation of the primary sedimentation tanks including electrical upgrades (the “Primary Sedimentation Tank Rehabilitation Project”). Each Party shall pay its share of Project Costs for the Projects in proportion as it owns capacity in the Treatment Plant or portion thereof, as shown in Exhibit “H.” For purposes of this subparagraph, “Project Costs” means all costs incurred in connection with the construction and implementation of these two projects. Without limiting the generality of the foregoing, Project Costs shall include, but not be limited to: engineering and other consultants’ fees and costs, including fees incurred pursuant to agreements with engineers, contractors and other consulting, design and construction professionals; deposits, applicable permit fees; all costs to apply for and secure necessary permits from all required regional, state, and federal agencies; plan check fees, and inspection fees; construction costs; initial maintenance; attorneys’ fees and costs; insurance; interest from the date of payment on any contracts.

A. City and District hereby approve the construction of various improvements collectively referred to as the Secondary Treatment Upgrades or “STU” Project. The STU Project includes: new air blowers; air diffusers in aerobic zones; anoxic zone pulsed air equipment; membrane aerated biofilm reactor cassettes; slide and sluice gates and valves to isolate and throttle flows; instruments such as flowmeters and oxygen probes; power distribution equipment including standby diesel generator and power transfer equipment; and return activated sludge piping and pumping. Each Party shall pay its share of Project Costs for the Projects in proportion as it owns capacity in the Treatment Plant or portion thereof, as shown in Exhibit “H.” For purposes of this subparagraph, “Project Costs” means all costs incurred in connection with the construction and implementation of these two projects. Without limiting the generality of the foregoing, Project Costs shall include, but not be limited to: engineering and other consultants’ fees and costs, including fees incurred pursuant to agreements with engineers, contractors and other consulting, design and construction professionals; deposits, applicable permit fees; all costs to apply

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for and secure necessary permits from all required regional, state, and federal agencies; plan check fees, and inspection fees; construction costs; initial maintenance; attorneys’ fees and costs; insurance; interest from the date of payment on any contracts.

iii. The projects described in subparagraphs (i) and (ii) immediately above are referred to individually as a “Project” and collectively as the “Projects”.

Section 2. Section 6, Paragraph b is amended to read as follows: (deletions in strikethrough text; additions in underline text)

b. Financing for the Projects. The District authorizes the City to pursue and receive State Revolving Fund (“SRF”) loans from the State Water Resources Control Board (“SWRCB”) or pursue other project financing (i.e. utility revenue bonds) to fund the costs of the Projects. The maximum amount of the financing sought for each Project is:

• Planning/design of the primary sedimentation tanks, secondary treatment upgrades, and a new Laboratory/Environmental Services Building - $6.75 million
• Design and construction of a sludge dewatering and truck load-out facility - $28 million
• Construction of Outfall Project - $12 million
• Construction of Primary Sedimentation Tank Rehabilitation - $17 19.4 million • Construction of Secondary Treatment Upgrades - $193 million

Section 3. Except as modified herein, the Basic Agreement shall remain unchanged, and is hereby ratified and confirmed.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Addendum as of the date first written above.

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ATTACHMENT C
ADDENDUM NO. ELEVEN TO THE BASIC AGREEMENT BETWEEN THE CITY OF PALO

ALTO, THE CITY OF MOUNTAIN VIEW AND THE CITY OF LOS ALTOS FOR THE

ACQUISITION, CONSTRUCTION AND MAINTENANCE OF A JOINT SEWER SYSTEM

This Addendum No. Eleven (11) to the Basic Agreement for the Acquisition, Construction and Maintenance of a Joint Sewer System is made and entered into on [DATE], by and among the CITY OF PALO ALTO (“Palo Alto”), the CITY OF MOUNTAIN VIEW (“ Mountain View”), and the CITY OF LOS ALTOS (“Los Altos”) (individually, a “Party”, collectively, the “Parties”), all municipal corporations under the laws of the State of California.

RECITALS
A. The Parties have entered into that certain Basic Agreement Between the City of Palo Alto, the City of Mountain View and the City of Los Altos for the Acquisition, Construction, and Maintenance of a Joint Sewer System, executed on October 10, 1968, as amended by the Addenda described below (collectively, the “Basic Agreement”). The Basic Agreement has been am ended ten times by addenda, as follows:

Addendum No. One (1) to Basic Agreement Between the Cities of Palo Alto, Mountain View, and Los Altos for Acquisition, Construction and Maintenance of a Joint Sewer System, dated as of December 5, 1977; Addendum No. Two (2) to Basic Agreement Between the Cities of Palo Alto, Mountain View, and Los Altos for Acquisition, Construction and Maintenance of a Joint Sewer System dated as of January 14, 1980; Addendum No. Three (3) to an Agreement By and Between the Cities of Palo Alto, Mountain View, and Los Altos for Acquisition, Construction and Maintenance of a Joint Sewer System, dated as of April 9, 1985; Addendum No. Four (4) to the Agreement By and Between the Cities of Mountain View, Los Altos, and Palo Alto as further amended and dated May 30, 1991; Addendum No. Five (5) to Basic Agreement Between the Cities of Palo Alto, Mountain View, and Los Altos for Acquisition, Construction and Maintenance of a Joint Sewer System, dated as of July 31, 1992; Addendum No. Six (6) to Basic Agreement Between the City of Palo Alto, the City of Mountain View, and the City of Los Altos for Acquisition, Construction and Maintenance of a Joint Sewer System dated as of March 16, 1998; and Addendum No.

Seven (7) to Basic Agreement Between the City of Palo Alto, the City of Mountain View, and the City of Los Altos for Acquisition, Construction and Maintenance of a Joint Sewer System dated as of April 15, 2009; Addendum No. Eight (8) to the Basic Agreement between the City of Palo Alto, the City of Mountain View and the City of Los Altos for the Acquisition, Construction, and Maintenance of a Joint Sewer System dated as of October 17, 2016; Addendum No. Nine (9) to the Basic Agreement between the City of Palo Alto, the City of Mountain View and the City of Los Altos for the Acquisition, Construction and Maintenance of a Joint Sewer System dated March 4, 2019; and Addendum No. Ten (10) to the Basic Agreement between the City of Palo Alto, the City of Mountain View, and the City of Los Altos for the Acquisition, Construction and Maintenance of a Joint Sewer System dated May 17, 2021 (collectively, the “Addenda”).

B. Palo Alto owns and operates the sanitary sewerage treatment and disposal works and system (the “Joint System”) pursuant to the Basi c Agreement, and is responsible for making capital additions to the Joint System. Under the Basic Agreement, any major capital additions for the replacement of obsolete or worn- out units require an agreement by the Parties amending the Basic Agreement.

C. The Parties now desire to increase the maximum amount of financing authorized for the construction of the Primary Sedimentation Tank Project approved by Addendum No. Ten (10) to reflect increases in Project Costs as defined therein, including design engi neering, construction management, program management, and construction costs.

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D. The Parties further desire to agree to construct a project to improve the Joint System by upgrading the secondary treatment process (biological process) to a process that remo ves harmful nitrogen by creating anoxic and aerated zones in existing aeration basins. The project will improve final water quality, ensure the Plant continues to meet effluent discharge permit limits, and allow for ultimate decommissioning of the aging biotrickling filters and other aging equipment. The Parties also agree to provide for the sharing of costs associated with this project. The project will become part of the Regional Water Quality Control Plant (the “Plant”), which is owned and operated by Palo Alto as part of the Joint System.

AGREEMENT
NOW, THEREFORE, in consideration of the terms, conditions and covenants set forth in this Addendum No. Eleven (11), the Basic Agreement is hereby amended, as follows:

Section 1. Paragraph 41 is hereby added to the Basic Agreement to read, as follows:
“41. MAXIMUM AMOUNT OF FINANCING FOR THE PRIMARY SEDIMENTATION TANK REHABILITATION PROJECT. The maximum amount of financing authorized for the Primary Sedimentation Tank Rehabilitation Project de scribed in Paragraph 40 is increased from $17.0 million to $19.4 million.”

Section 2. Paragraph 42 is hereby added to the Basic Agreement to read, as follows:
“42. CONSTRUCTION AND IMPLEMENTATION OF THE SECONDARY
TREATMENT UPGRADES PROJECT. Palo Alto, Mountain View, and Los Altos hereby approve the construction of various improvements collectively referred to as the Secondary Treatment Upgrades or “STU” Project. The STU Project includes: new air blowers; air diffusers in aerobic zones; anoxic zone pulsed air equipment; membrane aerated biofilm reactor cassettes; slide and sluice gates and valves to isolate and throttle flows; instruments such as flowmeters and oxygen probes; power distribution equipment including standby diesel generator and power transfer equipment; and return activated sludge piping and pumping. Each Party shall pay its share of the STU Project Costs, in proportion to the capacity it owns in the Joint System or portion thereof as shown in Exhibit “H” to Addendum No. Six (6) to the Basic Agreement. “Project Costs”, as used in this Section 42, means all costs incurred in connection with the construction and implementation of these two Projects. Without limiting the generality of the foregoing, Project Costs shall include, but not be limited to: engineering and other consultants’ fees and costs, including fees incurred pursuant to agreements with engineers, contractors and other consulting, design and construction professionals; deposits, applicable permit fees; all costs to apply for and secure necessary permits from all required regional, state, and federal agencies; plan check fees, and inspection fees; construction costs; initial maintenance; attorneys’ fees and costs; insurance; interest from the date of payment on any contracts.

The Parties authorize Palo Alto to receive State Revolving Fund (“SRF”) loans from the State Water Resources Control Board (“SWRCB”) or pursue other project financing (i.e. utility

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revenue bonds) to fund the costs of the Project. The maximum amount of financing for the project is one hundred ninety-three million dollars and no cents ($193,000,000).

The SRF loan will have a thirty-year repayment term. The repayments of the SRF loan shall be treated in the same manner as debt services under the Basic Agreement and its Addenda, and repaid by the Parties in the same proportionate shares as shown on Exhibit “H” to Addendum No.

Six (6) to the Basic Agreement. The Parties further agree that, if necessary, each Party shall secure the funding necessary for repayment of the SRF loan, operations, and/or maintenance of the Projects, following any appropriate process executed under California Constitution article XIII C and D (Proposition 218).

If the SWRCB terminates its loan commitment unexpectedly following execution of the planning and/or construction contract(s) for the Project, Palo Alto shall notify the Parties promptly.

Following notification of the termination of the SRF loan commitment, the Parties shall meet in a timely manner to discuss alternative funding sources and strategies for completion of the Project. If the Parties are unable to agree on new funding sources in a timely manner, then Palo Alto shall have the right to terminate the Project.

The Parties shall remain responsible for Project Costs and loans incurred, whether before or after termination of the Project/Projects, including costs incurred in connection with the termination of Project planning/design/construction contract(s), in the same proportion to each organization’s share of Plant capacity, as stated in Exhibit “H” to Addendum No. Six (6) of the Basic Agreement. Total Project Costs shall not exceed the authorized maximum financing amount approved by Parties without prior approval of each Party’s governing body. Unless earlier terminated, the obligations and responsibilities of the Parties shall commence with the execution of Addendum No. Eleven (11) to the Basic Agreement and be in force for the term of the SRF loan or other financing.

Mountain View and Los Altos shall pay their respective shares of any Project Costs within thirty (30) business days of receipt of the quarterly billing statement sent by Palo Alto. Palo Alto shall not send more than one invoice in any thirty-day period. If a Party disputes the correctness of an invoice, it shall pay the invoice in full and the dispute shall be resolved after payment in accordance with Section 19 of the Basic Agreement, and shall not offset against any payment due.

Section 3. Except as modified herein, the Basic Agreement shall remain unchanged, and is hereby ratified and confirmed.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Addendum as of the date first written above.

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Vers.: Aug. 5, 2019