Attachment A - C24188769 E3 SCAP Funding Study — Palo Alto City Council, January 16, 2024

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CITY OF PALO ALTO CONTRACT NO. C24188769

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND ENERGY AND ENVIRONMENTAL ECONOMICS, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 18th day of December, 2023 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ENERGY AND ENVIRONMENTAL ECONOMICS, INC., a California corporation, located at 44 Montgomery Street, Suite 1500, San Francisco, CA 94104 (“CONSULTANT”).

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

RECITALS

A. CITY intends to award a contract (the “Project”) and desires to engage a consultant to provide a Sustainability Climate Action Plan (S/CAP) Funding Study (the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)

CITY may elect to, but is not required to, authorize on- call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation).

CONSULTANT shall provide on- call Services only by advanced, written authorization from CITY as detailed in this Section. On -call Services, if any, s hall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A -1 entitled “PROFESSIONAL SERVICES TASK ORDER”.

Each Task Order shall contain a specific scope of s ervices, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement.

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Compensation for on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orde rs issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on -call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement.

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through December 31, 2025 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.

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

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Six Hundred Fourteen Thousand Two Hundred and Eighty-Six Dollars ($614,286.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

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

In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Three Hundred Thirty -One Thousand Dollars ($331,000) 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 Nine Hundred and Forty -Five Thousand Two Hundred Eighty-Six Dollars ($945,286.00), as detailed in Exhibit C.

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“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 S ection. 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.

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

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the 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-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this 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.

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

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

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the 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 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, succes sors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

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

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

Willdan Energy Services
Willdan Financial Services
Rincon
Ann Cheng

CONSULTANT shall be responsible for directing the work of any subc ontractors 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 ch ange or add subcontractors only with the prior written approval of the City Manager or designee.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Amber Mahone as the CONSULTANT’s Project Manager , Telephone: (857) 472-4212, Email: [email protected] to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day- to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’ s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY’s Project Manager is Jonathan Abendschein, Utilities Department, Resource Management Division, 250 Hamilton Ave (3rd Floor), Palo Alto, CA, 94301, Telephone: 650-329-2309, 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 DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF

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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 expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.

SECTION 16. INDEMNITY.

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

16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Par ty 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.

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

18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTA NT. 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 DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF

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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 Ci ty Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

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

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager

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

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

SECTION 21. CONFLICT OF INTEREST.

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

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

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

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

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22.1. As set forth in Palo Alto Municipal Code 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 A ND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, 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) h ours 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, DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF

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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. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).

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

This Project is 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.

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

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

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

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

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

SECTION 29. MISCELLANEOUS PROVISIONS.

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

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

29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF

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parties.

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

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

29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.

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

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

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

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

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS

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

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CONTRACT NO. C24188769 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

ENERGY AND ENVIRONMENTAL
ECONOMICS, INC.

Officer 1

By:_____________________________

Name:__________________________

Title:___________________________

Officer 2

By:____________________________

Name:_________________________

Title:__________________________

DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF Amber Mahone
Partner
Kate Nguyen
Secretary

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EXHIBIT A

SCOPE OF SERVICES

CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”.

CONSULTANT will provide the CITY with a robust S/CAP Funding Model that accurately assesses community-wide electrification costs and identifies optimal strategies for implementation. CONSULTANT will conduct single-family, multi-family, and nonresidential building sector studies, and will develop an EV Charger Strategic Plan to determine the CITY’S current and future potential for building and transportation electrification to be utilized as inputs to the model. This methodology ensures that the electrification initiatives align with the CITY’S 80x30 goals while minimizing financial burden on residents.

Task 1: Project Kick-Off & Project Management

Upon contract execution, the project manager will schedule a project kick-off with the CITY and CONSULTANT teams to discuss the project objective and goals, review the proposed scope of work, and to finalize the proposed project timeline. To ensure full alignment with the CITY’S objectives, CONSULTANT will also hold an internal workshop, either through a digital platform like MIRO, or in-person, as determined by the CITY. This session will identify major inputs, outputs, constraints, and specific needs for the electrification funding model. As an outcome of this workshop, CONSULTANT will provide a detailed work plan outlining the steps, timelines, and approach for the development and implementation of the funding model.

CONSULTANT project manager will meet regularly (at the CITY’S discretion, as frequently as weekly) with the CITY project manager to ensure close coordination and communication regarding the project timeline and progress. CONSULTANT will produce monthly invoices with a summary of work completed to date and Quarterly reports that include a summary of work completed to date, progress relative to the project timeline, key upcoming deadlines and areas where the project is at risk of delay. Other CONSULTANT team members will join meetings with the CITY, on an as-needed basis, to discuss the workplan and approach in detail. The CONSULTANT team will also attend up to six (6) public hearings, four (4) meetings with the Council Ad Hoc S/CAP Committee, and two (2) public stakeholder meetings, as well as a presentation and recorded webinar, as required by the DEED grant.

Deliverables:
• A final workplan will be delivered within two weeks or less of the stakeholder workshop; • The project manager will provide monthly updates on the project progress with monthly invoices.
• CONSULTANT will also produce Quarterly reports, a presentation and a recorded webinar in compliance with the DEED grant requirements

1. 1 Grant Requirements & Instructions 4.30.2020.pdf (publicpower.org) DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF

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Task 2: Funding Source Survey

CONSULTANT will conduct a survey of all potential financing mechanisms that The CITY has at their disposal for funding citywide electrification. The timing, structure and method of raising capital for the CITY’S proposed transactions are key elements to the financial plan. The team will begin this process by identifying all existing incentive, rebate, subsidy, and grant programs that are currently available at the federal, state, and regional levels, including, but not limited to, programs offered by organizations such as the U.S. EPA under the Inflation Reduction Act, including the National Clean Investment Act, BayRen, AQMD, and CA-TECH.

The list of potential financing mechanisms that will be researched includes, but is not limited to:
• Federal and U.S. EPA supported financing through the National Clean Investment Fund and other programs supported by the Inflation Reduction Act • Municipal & utility bonds
• On-bill financing
• Ratepayer incentives
• Utility ownership of assets
• Targeted gas decommissioning
• Customer loans with utility-backed guarantees
• Green bank financing
• Public-private partnerships (PPP)
• Leases
• Carbon tax and other taxes

In addition to the funding sources listed above, CONSULTANT will also investigate some schemes specifically tailored for EV charging infrastructure, such as:
• Public-private partnership for make-ready equipment
• Public-private partnership for EV charging electricity rates • Charging-as-a-Service
CONSULTANT will provide up to 2 rounds of review from the CITY and incorporate CITY feedback, to ensure the final funding source survey meets all CITY legal requirements.

Deliverables: Report summarizing all available funding sources and their requirements (Microsoft Word); Presentation summarizing all available funding sources and their requirements (Microsoft PowerPoint).

Task 3: Single-Family Sector Study

CONSULTANT will perform a study of the single-family building sector in The CITY with the following objectives:
• Characterize gas usage in single-family buildings by end use (e.g. space heating, water heating, cooking, clothes drying)
• Estimate the cost of electrification for various gas end uses and behind-the-meter electrical upgrades
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• Identify cost-effective efficiency opportunities in single-family homes • Estimate the cost of electrifying all single-family homes in the CITY net of benefits (such as the avoided cost of like for like gas end use replacement or ongoing operational savings)

Task 3.1: Scoping

CONSULTANT will meet with CITY staff and other stakeholders selected by the CITY to identify existing and potential data sources and approaches to characterize gas use and building stock structure. CONSULTANT will develop an initial workplan for the CITY staff and stakeholders, including a proposed high-level cost/benefit analysis for each approach.

CONSULTANT will incorporate stakeholder feedback and provide a final memorandum detailing the proposed study scope to gather final feedback from the CITY Council Ad Hoc S/CAP Subcommittee.

Deliverables:
• 2 one-hour meetings with CITY staff, the S/CAP modeling team, and other stakeholders selected by the CITY for Initial Strategy Scoping, Scenario Planning and approach prioritization.
• Draft and final workplan Memo.
• Presentation of work plan to the CITY Council Ad Hoc S/CAP Subcommittee.

Task 3.2: Data Collection

CONSULTANT will use any data and reports provided by the CITY and publicly available data from sources such as the Residential Appliance Saturation Survey (RASS), CEC data, and the Cost Effectiveness Explorer developed by Statewide Investor-Owned Utilities Codes and Standards Team to gain a general understanding of the various building types and ages present in the CITY. This information will be used to develop 3-4 building type categories for single family buildings. CONSULTANT will then analyze the CITY’s existing building technologies including prevalent panel capacities, drop line condition, need for additional wiring for 240V appliances, and both up-front and marginal costs associated with installation of electric alternatives for each major appliance type (HVAC, hot water, stoves, and dryers).

CONSULTANT will estimate costs for both natural gas and electric appliances for various equipment types including, but not limited to: induction and electric resistance cooktops, electric resistance and heat pump dryers, heat pump hot water heaters, heat pump HVAC units, and different EV chargers (level 1,2, and 3). CONSULTANT will estimate these costs using a variety of data sources, including, but not limited to: existing data sources from the region, its own data sets from previous work and research as necessary, and cost data collected by regional groups such as Peninsula Clean Energy and the Bay Area Air Quality Management District. In addition, CONSULTANT will conduct up to 5 contractor interviews to help inform the cost study as well as assess the workforce status in the CITY.

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CONSULTANT will develop a comprehensive cost analysis worksheet and technical appendix that will calculate and summarize the electrification costs, including panel upgrade costs, and changes in energy consumption due to electrification of single-family homes.

Deliverables:
• An electronic copy of the Draft Building Inventory and Electrification Cost Summary (in Word and PDF)
o Existing building inventory based on age of single-family building stock o Detailed residential electrification incentives
o Develop 3-4 building type categories for single family buildings in The CITY o Detailed electrification costs for residential buildings o Electrification cost estimates Technical Results Appendix, which will include detailed documentation of all data sources sufficient for CITY staff to verify all input data.
• An electronic copy of the Draft Comprehensive Cost Analysis Worksheet (in Excel)

Task 3.3: Deliver Study Report

Based on feedback from CITY staff, CONSULTANT will develop a final single-family buildings electrification cost analysis Report and comprehensive cost analysis worksheet that will summarize the analysis conducted and the costs to electrify all single-family homes in The CITY for the S/CAP Funding model.

Specifically, the report will:
• Summarize the data evaluated and information utilized in the analysis; • Characterize gas usage in single-family buildings by end use (e.g., space heating, water heating, cooking, clothes drying);
• Estimate the cost of electrification for various gas end uses and behind-the-meter electrical upgrades;
• Estimate electrification cost scenarios for 3-4 single-family home prototypes; • Identify incentives and cost-effective efficiency opportunities in single-family homes; and,
• Estimate the cost of electrifying all single-family homes in The CITY.

Additionally, the report will include the final technical appendix that includes all the supporting documents and calculations utilized to calculate the costs. As part of this task, CONSULTANT anticipates hosting two meetings with the CITY to present the analysis, provide information on the cost and benefits of compliance to the impacted building owners, and to address questions and concerns.

Deliverables:
• Electronic copies of the final cost summary workbook (in Excel) and technical appendix (word & PDF)
• Electronic copy of the final single-family buildings electrification cost analysis report (in Word and PDF)
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Task 4: Multi-Family Sector Study

CONSULTANT will perform a study of the multi-family building sector in the CITY that will:

Characterize gas usage in multi-family buildings by end use (e.g. space heating, water heating, cooking, clothes drying);
Estimate the cost of electrification for various gas end uses and behind-the-meter electrical upgrades;
Identify cost-effective efficiency opportunities in multi-family buildings; and Estimate the cost of electrifying all multi-family homes in The CITY.

Conduct additional focused outreach and study at affordable multi-family buildings in the CITY (beyond the broad multi-family sector evaluation)

Task 4.1: Scoping

CONSULTANT will work with the CITY to develop the study methodology. CONSULTANT will provide one round of review from the CITY to incorporate S/CAP committee feedback on the proposed methodology for the subsector study.

CONSULTANT will evaluate the cost to electrify a range of multi-family building types in the CITY including owner-occupied condominiums, rental apartments, mixed-use buildings, and buildings with mixed-ownership types. For purposes of evaluation, the multi-family building population will be segmented by age. Building age segments shall be established to align with years when the building energy code (Title 24) underwent significant changes in order to predict efficiency ratings of equipment installed during those periods.

CONSULTANT will characterize building systems by type, fuel source (electricity, natural gas, other fossil fuel), quantity, and capacity. The primary equipment categories will be:
• Water heating
• Heating, ventilating, air-conditioning (HVAC)
• Kitchen
• Laundry
• Swimming pool
• Plug loads
• Other systems of significance

In addition to characterization of primary system equipment, CONSULTANT will evaluate buildings for potential building efficiency improvements that can reduce overall loads such as low flow hot water fixtures, building envelope improvements, or upgrades to controls. Systems will be evaluated as to whether they are within individual residents’ units (i.e., fed by individual residents’ utility meters) or whether they serve common areas (e.g., lobbies, pools, gyms, assembly areas) and are metered at the facility level.

CONSULTANT will establish typical load profiles for each identified system type. Load profiles will be created using a combination of monthly billing data, NREL ResStock databases of end- use load profiles, CONSULTANT’s internal BE-Toolkit, and EnergyPlus/DOE-2 modeling DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF

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where required. Additional information will be gathered during the detailed site assessments to validate the load profiles.

Once the existing building systems are fully characterized, CONSULTANT will develop approaches for electrification by system types. These approaches will consider the feasibility and cost effectiveness of technologies that are currently available, as well as emerging technologies that are on the horizon. For each electrification approach, the anticipated additional electricity demand and gas demand reduction will be calculated on a per unit basis.

CONSULTANT will evaluate the electrical infrastructure capabilities to electrify building systems on the customer side of electric meters, as well as the capabilities for, and cost associated with upgrading the electrical service. Electrification approaches will be evaluated according to their feasibility and cost effectiveness. Systems that will be difficult to retrofit and less cost effective may include locations with restricted electrical capacity, and systems with high temperature requirements (e.g., steam heating systems).

CONSULTANT will estimate costs to convert natural gas or other fossil fuel consuming systems to all-electric equivalents. These cost estimates will include costs associated with enhancements and upgrades to electric infrastructure required to support electrification of the systems. Both total first costs, and incremental costs (above business-as-usual system replacements) will be evaluated. Costs associated with material, labor, and contractor overhead & profit will be evaluated specifically for the CITY local market. Costs will be “turn-key” and include all hard and soft costs associated with delivery of functioning decarbonized systems, including permitting and disposal of old equipment. Any tax benefits (e.g., depreciation) will not be accounted for within this sub-study. Electrification costs will be evaluated on the customer side of the meter and will be evaluated for households/landlords on a CITY-wide basis, and on an individual sample customer basis.

Task 4.2: Public Data Review

CONSULTANT will first identify available data sources for multi-family housing building stock characterization in the CITY. This citywide evaluation will be followed up with 40-45 site assessments including on-premise inspections and interviews with owners and occupants to align the characterizations based on the data review with facts from the field (see Task 4.3).

CONSULTANT will develop initial characterizations of multi-family building gas and electric equipment saturation in the CITY based on:
• Electricity and gas usage data from CITY
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• CONSULTANT’s internal BE-Toolkit
• NREL’s ResStock Tool. This tool combines large public and private data sources to model different housing stock and the energy impact of building technologies. ResStock analysis results are found in the US Building Stock Characterization Study and the End Use Load Profile dataset.

CONSULTANT will use any data and reports provided by the CITY and publicly available data from sources such as CEC data and the Cost Effectiveness Explorer developed by Statewide Investor-Owned Utilities Codes and Standards Team to gain a general understanding of the various building types and ages present in the CITY. This information will be used to develop multiple building type categories for multi-family buildings.

Deliverables:
• An electronic copy of the Draft Multi-family Building Inventory and Equipment Saturation analysis (Public Data-Based) (in PDF)
o Analysis of multi-family buildings by age
o Analysis of multi-family buildings by type (e.g., condominiums, rental apartments)
o Analysis of multi-family buildings by affordability level (e.g., market based, affordable)
o Analysis of penetration of gas and electric equipment based on public data review.

Task 4.3: Identify Multi-Family Properties for Detailed Site Assessment

CONSULTANT will use a stratified sampling method to determine the appropriate number of sites where detailed on-site surveys will be conducted. Surveys will be conducted by CONSULTANT teams, and involve onsite equipment inspections and face-to-face interviews with site staff and residents. Sites will be stratified based on building vintage, type of dwelling unit (e.g., apartments, condominiums, townhomes), and affordability level. Specific sites to undergo detailed surveys will be randomly selected. The group of sites targeted for detailed surveys will need to be larger than the number determined to be statistically significant, because it is expected that some site owners/managers will be unable or unwilling to coordinate with the survey team, or otherwise non-responsive.

CONSULTANT will work with the CITY to finalize a list of targeted multi-family properties that is appropriate, and fits within the project budget. CONSULTANT and CITY to establish an approximate number of sites to target as part of Task 4.1 under the work plan.

Task 4.3.1: Affordable Multi-Family Property Focused Detailed Site Assessment

In addition to the randomly selected sites, CONSULTANT will perform additional site surveys at specific affordable housing sites as directed and agreed upon with the CITY. Focus on these sites will ensure that affordable sites are properly characterized, and that funding approaches specific to the affordable site market are developed.

Deliverables:

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• List of multi-family properties to target for detailed site assessments. • List of affordable multi-family properties to target for focused, detailed site assessments.

Task 4.4: Develop Survey Tool

CONSULTANT will develop a Geographic Information System (GIS)-based survey tool specific to this Study. The survey tool will include the following data collection capabilities:
• Building level information: address, type and vintage, square footage, annual gas and electricity consumption (EUI calculated), building representative contact information, leasing structure(s) including who pays for utilities, master electric service voltage, capacity, and location. Potential for efficiency retrofits such as improved insulation, windows, and/or low-flow water fixtures.
• Building system level information: location within building, type and vintage, capacity and efficiency, estimated average load factor, hours of operation, nearest electrical panel or subpanel and its capacity (both in total Amperage and spare breaker spaces), Voltage, and ability to be expanded if required. For potential heat pump retrofits, ability to install condensate drain line at installation location and added ventilation for small interior spaces. Indicate new location for replacement equipment if applicable. • EV charging information: location, type, and capacity of existing EV chargers. Modes of operation (payment options, charge time management systems). Indicate any plans or desires to increase EV charging capabilities at site and potential locations. Indicate suitable electrical infrastructure to feed new chargers or ability to expand electrical infrastructure for this purpose.

Deliverables:
• Draft Survey Tool schematic summary
o Showing data fields to be collected, and general organization of data. • Presentation of Survey Tool v1.0 functionality and capabilities.

Task 4.5: Conduct Survey

CONSULTANT will perform initial outreach to the selected multifamily sites to coordinate on- site evaluations. Contact information will be initially obtained from customer-of-record data from CITY’s utility billing systems, and any additional customer contact information the CITY may have based on past program participation.

Where the CITY’s customer-of-record and past program participation data is lacking, CONSULTANT will pursue other methods of finding appropriate outreach contacts. These methods may include the use of multi-family-specific data services (e.g., ALN Apartment Data), use of basic online search tools, and/or door-to-door, in person outreach.

Surveys will be conducted by CONSULTANT teams, and involve on-site equipment inspections and face-to-face interviews with site staff and residents. Equipment inspections will be visual in nature and supported by photos and video to support data collection, in conjunction with utilization of the Survey Tool.

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CONSULTANT teams will spend one to multiple hours at each site collecting data, depending on the size of the building and complexity of the systems. Detailed site visits to multi-family buildings will consist of surveys of both common areas and systems and in-unit areas and systems. In-unit areas will be surveyed using a sampling approach such that the range of unit types are characterized.

At the end of each detailed site survey, CONSULTANT will download and organize the Survey Tool files and site photos and video to CONSULTANT servers for long-term storage and later analysis.

Deliverables:
• Bi-weekly or monthly summary reporting of outreach communications and detailed site surveys completed.
• Completed site surveys, including photos, videos, and building data.

Task 4.5.1: Conduct Affordable Multi-Family Focused Survey

In addition to surveys of the broad multi-family building sector, CONSULTANT will conduct additional surveys specifically targeting affordable multi-family housing. Other than specific targeting, the approach will be the same as used for the broad multi-family sector. Outreach is anticipated to be more direct since operators of affordable housing sites in the CITY are publicly known as is their contact information.

Deliverables:
• Bi-weekly or monthly summary reporting of outreach communications and detailed site surveys completed.
• Completed site surveys, including photos, videos, and building data.

Task 4.6: Research Electric Alternatives to Gas Equipment

For each type of gas or other fossil-fuel consuming system evaluated CONSULTANT will develop suitable electrification and EV charging measures. The cost and the scope of the replacement for individual site types will vary based on the presence or lack of adequate electric infrastructure to support the added electrified load, and the ease or complexity of increasing that capacity if required. Detailed costs for the electrification and EV charging measures will be obtained from two sources. One source is the cloud-based construction cost estimating tool “ProEst”. The second source of cost data will be from licensed contractors (mechanical, electrical, and plumbing) that work with CONSULTANT locally in the area.

Deliverables:
• An electronic copy of the Draft Comprehensive Multi-family Approach and Cost Analysis Worksheet (in Excel)

Task 4.7: Deliver Study Report

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site surveys and electrification cost research, and estimated costs of electrification for all multifamily buildings in the city.

Specifically, the report will:
• Summarize the data evaluated and information utilized in the analysis; • Characterize gas usage in multi-family buildings by end-use; • Estimate the cost of electrification for various gas end uses and behind-the-meter electrical upgrades;
• Estimate electrification cost scenarios for multiple multi-family building prototypes; • Estimate the cost of electrifying all multi-family buildings in The CITY.

Additionally, the report will include the final technical appendix that includes the supporting documents and calculations utilized to perform the analysis, which will include detailed documentation of all data sources sufficient for CITY staff to verify all input data. As part of this task, CONSULTANT anticipates hosting two meetings with the CITY to present the analysis, provide information on the cost and benefits of compliance to the impacted building owners, and to address questions and concerns.

Deliverables:
• Draft Report for review in PDF or Word format
• Final Report incorporating reviewers’ comments in PDF format.

Task 5: Nonresidential Sector Study

CONSULTANT will characterize the non-residential building sector in the city including:
• Gas usage in nonresidential buildings with different occupancy types (e.g. office, retail, K-12 schools, assembly, etc.)
• Estimated cost of electrification for gas end uses and behind-the-meter electrical upgrades in both small/medium and large nonresidential buildings • Cost-effective efficiency opportunities
• Estimated total cost of electrification in nonresidential buildings in Palo Alto

Task 5.1: Scoping

CONSULTANT will work with the CITY to develop the study methodology to evaluate owner- occupied and leased nonresidential buildings. CONSULTANT will provide one round of review from the CITY to incorporate S/CAP committee feedback on the proposed methodology for the subsector study.

CONSULTANT will evaluate the cost to electrify a range of nonresidential building types in Palo Alto. The building population will be segmented by age. Building age segments shall be established to align with years when building energy code (Title 24) underwent significant changes, as that will predict efficiency ratings of equipment installed during those periods.

Building systems will be characterized by type, fuel source (electricity, natural gas, other fossil fuel), quantity, and capacity. The primary equipment categories will be:
• water heating
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• heating, ventilating, air-conditioning (HVAC)
• kitchen
• laundry
• swimming pool (hotels, gyms, etc.)
• plug loads
• other systems of significance
In addition to characterization of primary system equipment, buildings will be evaluated for potential building efficiency improvements that can reduce overall loads such as low flow hot water fixtures, building envelope improvements, or upgrades to controls. Systems will be evaluated as to whether they are metered at the site level or fed by individual tenant meters for leased spaces. CONSULTANT will establish typical load profiles for each identified system type. Load profiles will be created using a combination of monthly billing data, NREL ComStock databases of end-use load profiles, CONSULTANT’s proprietary BE-Toolkit, and EnergyPlus/DOE-2 modeling where required. Additional information will be gathered during the detailed site assessments to validate the load profiles.

The electrical infrastructure capabilities to electrify building systems will be evaluated on the customer side of electric meters, as well as the capabilities for, and cost associated with increasing this infrastructure capacity.

Electrification approaches will be evaluated according to their feasibility and cost effectiveness.

Systems that will be difficult to retrofit and less cost effective may include locations with restricted electrical capacity, and systems with high temperature requirements (e.g., steam heating systems).

CONSULTANT will estimate costs to convert natural gas or other fossil fuel consuming systems to all-electric equivalents. These cost estimates will include costs associated with enhancements and upgrades to electric infrastructure required to support electrification of the systems. Both total first costs, and incremental costs (above business-as-usual system replacements) will be evaluated. Costs associated with material, labor, and contractor overhead & profit will be evaluated specifically for the CITY’s local market. Costs will be “turn-key” and include all hard and soft costs associated with delivery of functioning decarbonized systems, including permitting and disposal of old equipment. Any tax benefits will not be accounted for (e.g., depreciation) within this sub-study.

Electrification costs will be evaluated on the customer side of the meter and will be evaluated on a citywide basis, and on an individual sample customer basis.

Deliverables:

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• 2 one-hour meetings with CITY staff, the S/CAP modeling team, and other stakeholders selected by the CITY for Initial Strategy Scoping, Scenario Planning and approach prioritization.
• Draft and final workplan Memo.
• Presentation of work plan to the CITY Council Ad Hoc S/CAP Subcommittee.

Task 5.2: Public Data Review

CONSULTANT will evaluate non-residential buildings at the CITY-wide level using all available data sources. This CITY-wide evaluation will be followed up with no more than 40-45 detailed site assessments including on-premise inspections and interviews with owners and occupants. Information gathered during the detailed site assessments will be used to confirm and refine the results of CITY-wide analysis and assumptions used therein.

CONSULTANT will use the following resources to provide initial estimates of non-residential building gas and electric equipment saturation:
• Electricity and gas usage data from CITY
• CONSULTANT’s internal BE-Toolkit
• NREL’s ComStock Tool. This tool combines large public and private data sources to model different building stock and the energy impact of building technologies. ComStock analysis results are found in the US Building Stock Characterization Study and the End Use Load Profile dataset
CONSULTANT will use any data and reports provided by the CITY and publicly available data from sources such as CEC data and the Cost Effectiveness Explorer developed by Statewide Investor-Owned Utilities Codes and Standards Team to gain a general understanding of the various building types and ages present in the CITY. This information will be used to develop multiple building type categories for nonresidential buildings.

Deliverables:
• An electronic copy of the Draft Nonresidential Building Inventory and Equipment Saturation analysis (Public Data-Based) (in PDF)
o Analysis of nonresidential buildings by age
o Analysis of nonresidential buildings by type (optimal typologies to be determined)
o Analysis of penetration of gas and electric equipment based on public data review.

Task 5.3: Identify Nonresidential Properties for Detailed Site Assessment

The Non-Residential Sector Study will include detailed site assessments for a sample of buildings. CONSULTANT will use a stratified sampling method to determine the appropriate number of sites where detailed on-site surveys will be conducted. Surveys will be conducted by CONSULTANT teams, and involve onsite equipment inspections and face-to-face interviews with site staff and tenants where applicable. Sites will be stratified based on building vintage, and type of non-residential building. Specific sites to undergo detailed surveys will be randomly selected.

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The group of sites targeted for detailed surveys will need to be larger than the number determined to be statistically significant, because it is expected that some site owners/managers will be unable or unwilling to coordinate with the survey team, or otherwise non-responsive.

CONSULTANT will work with the CITY to finalize a list of targeted nonresidential properties that is appropriate, and fits within the project budget. CONSULTANT and CITY to establish an approximate number of sites to target as part of Task 5.1 under the work plan.

Deliverables:
• List of nonresidential properties to target for detailed site assessments.

Task 5.4: Develop Survey Tool

CONSULTANT will develop a Geographic Information System (GIS)-based survey tool adapted for this Study. The survey tool will include the following data collection capabilities:
• Building level information: address, type and vintage, square footage, annual gas and electricity consumption (EUI calculated), building representative contact information, leasing structure(s) including who pays for utilities, master electric service voltage, capacity, and location. Potential for efficiency retrofits such as improved insulation, windows, and/or low-flow water fixtures.
• Building system level information: location within building, type and vintage, capacity and efficiency, estimated average load factor, hours of operation, nearest electrical panel or subpanel and its capacity (both in total Amperage and spare breaker spaces), Voltage, and ability to be expanded if required. For potential heat pump retrofits, ability to install condensate drain line at installation location and added ventilation for small interior spaces. Indicate new location for replacement equipment if applicable. • EV charging information: location, type, and capacity of existing EV chargers. Modes of operation (payment options, charge time management systems). Indicate any plans or desires to increase EV charging capabilities at site and potential locations. Indicate suitable electrical infrastructure to feed new chargers or ability to expand electrical infrastructure for this purpose.

Deliverables:
• Draft Survey Tool schematic summary
o Showing data fields to be collected, and general organization of data. • Presentation of Survey Tool v1.0 functionality and capabilities.

Task 5.5: Conduct Survey
CONSULTANT will perform initial outreach to the selected non-residential sites to coordinate on-site evaluations. Contact information will be primarily obtained from customer-of-record data from CITY’s utility billing systems, and any additional customer contact information the CITY may have based on past program participation.

Where the CITY’s customer-of-record and past program participation data is lacking, CONSULTANT will pursue other methods of finding appropriate outreach contacts. These methods may include the use of nonresidential-specific data services (e.g., RocketReach, DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF

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ZoomInfo, Seamless.AI), use of basic online search tools, and/or door-to-door, in person outreach.

Surveys will be conducted by CONSULTANT teams, and involve on-site equipment inspections and face-to-face interviews with site staff and tenants where applicable. Equipment inspections will be visual in nature and supported by photos and video to support data collection, in conjunction with utilization of the Survey Tool.

CONSULTANT teams will spend one to multiple hours at each site collecting data, depending on the size of the building and complexity of the systems.

At the end of each detailed site survey, CONSULTANT will download and organize the Survey Tool files and site photos and video to CONSULTANT servers for long-term storage and later analysis.

Deliverables:
• Bi-weekly or monthly summary reporting of outreach communications and detailed site surveys completed.
• Completed site surveys, including photos, videos, and building data.

Task 5.6: Research Electric Alternatives to Gas Equipment

Deliverables:
• An electronic copy of the Draft Comprehensive Multi-family Approach and Cost Analysis Worksheet (in Excel)
Task 5.7: Deliver Study Report
After the non-residential building sector study activities are complete, a Report will be delivered.

The Report will include the results from the nonresidential site surveys and electrification cost research, and estimate costs of electrification for all nonresidential buildings in the CITY.

Specifically, the report will:
• Summarize the data evaluated and information utilized in the analysis; • Characterize gas usage in nonresidential buildings by end-use; • Estimate the cost of electrification for various gas end uses and behind-the-meter electrical upgrades;
• Estimate electrification cost scenarios for multiple nonresidential building prototypes; • Estimate the cost of electrifying all nonresidential buildings in the CITY.Palo Alto DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF

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Additionally, the report will include the final technical appendix that includes the supporting documents and calculations utilized to perform the analysis. As part of this task, CONSULTANT anticipates hosting two meetings with the CITY to present the analysis, provide information on the cost and benefits of compliance to the impacted building owners, and to address questions and concerns.

Deliverables:
• Draft Report for review in Word format
• Final Report incorporating reviewers’ comments in PDF format.

Task 6: EV Charger Strategic Plan

CONSULTANT will develop an EV Charger Strategic Plan that can serve as a roadmap to guide CITY actions on building the necessary infrastructure to support large-scale EV growth and estimate its associated costs and funding needs. This plan will include outputs to inform various aspects of the S/CAP Funding Study, including:
• The number and power level of chargers needed by location type and use case • The cost of the EV chargers and the distribution grid upgrades needed to power them • The grants, rebates, and incentives available to defray those costs • The balance of the funding needed to build and maintain this infrastructure, under different business models.

This plan will account for such variables as:
• The amount of private vs public charging (and possible public-private partnerships, such as publicly-facilitated charging in shopping centers for employees and visitors that can also be used overnight by nearby residents)
• The mix of L1 charging, L2 charging, and DCFC
• The location of the chargers (e.g., on-street light pole chargers vs. on-site post-mounted vs. on-site wall-mounted)
• Rate structures available
• Consumer end costs of EV charging if different than rates Informed by the analyses conducted for this plan, CONSULTANT will recommend strategies to facilitate the installation and financing of EV chargers and their supporting infrastructure that is consistent with The CITY’s environmental and equity goals.

Task 6.1: Scoping

CONSULTANT will work with CITY staff to refine the approach to the EV Charger Strategic Plan as proposed in the sections below. CONSULTANT will provide one round of review from the CITY to incorporate S/CAP committee feedback on the proposed methodology for the subsector study.

In the memo that CONSULTANT will provide on this approach, CONSULTANT will identify the publicly-available data and the CITY studies that CONSULTANT will review, and describe its methodology to forecast EV adoption under three different scenarios using an Excel-based DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF

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model. CONSULTANT will then describe its methodology for estimating the number of charging stations needed to support these three different levels of EV adoption in the model, and how CONSULTANT assesses EV charging loads through incorporation of EV load shapes into the model. Lastly, CONSULTANT will propose the business models by vehicle segment that CONSULTANT will analyze, and describe how they will be incorporated into the model. For each element of the model, CONSULTANT will identify the key inputs, outputs, and assumptions used.

Deliverables: Memo of the scope of work for the EV Charger Strategic Plan.

Task 6.2: Public Data Review

CONSULTANT will work with CITY staff to finalize the list of existing public data sources and the CITY studies to be reviewed. To identify current registered light-, medium- and heavy-duty vehicles by fuel type and other characteristics such as transportation segment, CONSULTANT will review DMV and CEC data on zero emission vehicles and infrastructure. CONSULTANT will also use utility and industry data sources including, but not limited to Calstart’s MHD EV Dataset to identify fleet vehicles fueled within the CITY and that operate within the CITY but may be fueled elsewhere, and will follow up with individual fleets including, but not limited to DHL and GreenWaste to confirm fleet portfolio and location. CONSULTANT will use, at a minimum, CEC, ChargePoint, PlugShare, and Atlas EV Hub to identify current EV charger installations by customer/transportation segments.

Regarding prior CITY studies, CONSULTANT’s review will include the 2022 Sustainability/Climate Action Plan and associated documents, the 2020 Electric Vehicle Charger Needs Assessment, the 2020 Electrification Impact Study, the EV updates in the Utilities Quarterly Reports, The CITY EV Charger Program documents, The CITY EV Scale Project, as well as relevant information available through the Affordability Study and Grid Modernization Study.

Deliverables: List of public and CITY data sources, summary of vehicles currently registered in the CITY, by vehicle type and location type to determine EV charger installation base in the CITY, and documentation of the data sources for the summary to a level sufficient for CITY staff to verify or replicate.

Task 6.3: Develop EV Penetration Model

CONSULTANT will develop an Excel spreadsheet model, which will start with the EV penetration scenarios in this task and be expanded upon in the later tasks to create a comprehensive model supporting the EV Charger Strategic Plan. For the EV penetration analysis, CONSULTANT will use the EV adoption scenarios developed as part of the economy- wide PATHWAYS decarbonization scenarios used for the California Air Resources Board (CARB)’s 2022 Scoping Plan. These EV adoption scenarios will be downscaled to represent the CITY and benchmarked against historic EV adoption trends in the CITY. CONSULTANT will also take into account e-bike adoption as incented through CITY programs and their impact on ICE and EV VMT and by extension GHG emissions. CONSULTANT will include a baseline growth scenario that reflects current policy, as well as a more aggressive adoption scenario that represents the CITY’S 80x30 goals. Finally, CONSULTANT will also create a mid-scenario between these two levels.

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Deliverables: Spreadsheet model showing EV penetration scenarios and associated assumption.

Task 6.4: Project EV Charger Needs and Associated Costs

CONSULTANT will build on the spreadsheet model in the above task by adding in EV charger needs for each adoption scenario and associated costs. CONSULTANT will include detailed assumptions from industry resources, such as NREL’s EVi Pro Lite model or the California Energy Commission’s AB 2127 report, as model inputs to calculate the number of charging stations needed to support different levels of EV adoption. CONSULTANT will research costs for EV chargers, including costs for the electric vehicle supply equipment (“EVSE” or charger) and the make-ready infrastructure from the customer’s meter to the EVSE. Data sources will include data published by the investor-owned utilities through their EV charging infrastructure program reports or other public sources.

The model will be built so that each user can select the relevant scenario parameters and inputs and easily view the associated outputs. For example, CONSULTANT will make the EV adoption scenario from the prior task a user-selection in the model so that the spreadsheet model will show associated charger needs and costs for each scenario.

Deliverables: EV charger needs incorporated into EV penetration spreadsheet model.

Task 6.5: Develop Business Models by Vehicle Segment

CONSULTANT will add business model selection for EV charging services as an additional user-selection input in the spreadsheet model. CONSULTANT will research potential business models, which may include:
• Private investment only: Here, the CITY would not provide any incentives or pay for any portion of the costs of providing EV charging
• Public investment only: The CITY would pay for all EV charging costs, through the CITY or its contractors
• Public-private partnership for make-ready equipment: Similar to some of the make-ready programs implemented by California’s investor-owned utilities, the CITY would pay for the make-ready equipment at different types of EV charging sites, such as multi-family housing, public locations, or fleet charging sites
• Public-private partnership for electricity rates: The CITY would offer discounted electricity rates or demand charge modifiers to EV charging sites • Charging-as-a-Service: The CITY would pay for the upfront costs of the EV chargers and their installation, and bill customers monthly for it until paid off • Others: CONSULTANT will discuss other business models for consideration with the CITY
CONSULTANT will add these business models into the spreadsheet model. CONSULTANT plans to make the spreadsheet model as flexible as possible so that the CITY can consider different business models for different sectors (such as one approach for public charging and a different approach for multi-family charging), since different uses cases will need different levels of support and investment from the CITY.

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The model will use the business model selections to conduct a cash flow analysis and show the upfront and ongoing costs to the CITY, users, and the private sector. The analysis can be incorporated into the S/CAP Funding Model.

Deliverables: Recommend business model options and preliminary financing cashflow analysis/model that will be incorporated into the S/CAP Funding Model.

Task 6.6: Assess the EV Charging Loads

Because the business model cash flow analysis may rely on hourly EV charging load shapes to inform ongoing EV charging costs and recovery via utility rates, CONSULTANT expects to complete this task concurrently with Funding Model development. CONSULTANT will leverage EV charging load shapes that CONSULTANT has produced for similar projects in California for residential, workplace, public level 2, and public DCFC. CONSULTANT will input these load shapes into the spreadsheet model to calculate EV charging costs and the impact of special/discounted electricity rates as part of the business model assessment. CONSULTANT will also model both managed and unmanaged EV load shapes to show how managed charging would impact EV fueling costs (e.g., to show if costs are lower when vehicles charge off-peak when rates are lower vs on-peak when rates are higher). These load shapes and total capacity and energy will be used to inform the S/CAP Funding model.

Deliverables: Completed spreadsheet model. Results of Tasks 4-6 would be provided in an integrated fashion and will serve as input to the S/CAP Funding Model.

Task 6.6: Deliver Study Report

CONSULTANT will create a comprehensive report for the EV Charger Strategic Plan that covers the plan’s framework, details the model’s key inputs, assumptions, and outputs, and frames the model’s results and key findings regarding EV charging in the CITY in the context of the scenarios and business models studied. Additionally, CONSULTANT will create an abridged version of the report for presentation to the public. CONSULTANT will prepare draft versions of these reports and provide two weeks for CITY staff review, after which CONSULTANT will prepare final versions of the comprehensive and abridged reports.

Deliverables: Draft and final study reports, and presentation of study results to internal and external stakeholders.

Task 7: S/CAP Funding Model Development

CONSULTANT will develop an S/CAP electrification Funding Model in Excel. The tool will use as inputs results from the Building Sector Studies, EV Charger Strategic Plan, Funding Sources Survey, and Affordability and Grid Modernization & Gas Transition Studies, creating a cohesive modeling framework that estimates the community cost to electrify for the CITY under a range of funding and policy scenarios.

Task 7.1: Develop Detailed Model Framework and Formulate Data Request

CONSULTANT will prepare a detailed model outline for CITY and stakeholder approval.

CONSULTANT will present its proposed approach to the CITY and stakeholders and incorporate comments and feedback prior to beginning development on the S/CAP Funding Model.

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CONSULTANT will prepare a data request to solicit supplementary datasets or information from the CITY that is not an output of previous tasks or input study components. These may include rate forecasts, customer electric and gas consumption data and bills, etc.

Deliverables: Model design and outline memo (Microsoft Word) and presentation (Microsoft PowerPoint); Data request template (Microsoft Excel).

Task 7.2: Develop S/CAP Funding Spreadsheet Model

CONSULTANT will develop a spreadsheet model to estimate the Total Community Cost to Electrify for the CITY. The model will be used to test a range of alternative funding scenarios and quantify the relationships between utility revenues, funding and incentive programs, and customer bills in order to guide the CITY in the achievement of its electrification goals. The model will support future updates to inputs and assumptions.

The S/CAP funding model will be structured around representative customer types as the basis for understanding how levels of building and transportation electrification translate to upfront costs and lifetime bill impacts for electric and gas customers in the CITY. A key component of this analysis will be quantifying the amount of “missing money”, defined as the net of lifetime benefits and levelized lifetime costs, required for electrification to pencil out across representative customer types and income groups. To estimate the Total Community Cost to Electrify, costs for each representative customer typology must be scaled up across the CITY’S customer base. To complete this aggregation, a representative customer typology will be mapped to each household and building across the CITY, using data from the building characterization completed in the sub-sector studies. Potential representative customer typologies may include, but not be limited to:
• Single family homeowners
o Pre-1980 and post-1980 building vintage
o Customers with and without AC
o Low, moderate, and high income customers
• Multifamily property owners & tenants
o Pre-1980 and post-1980 building vintage
o Customers with and without AC
o Low, moderate, and high income customers
• Commercial building owners
o 2-3 commercial building sub-sector typologies
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The model, as illustrated in the figure above, will enable the user to select different combinations and levels of funding streams and observe the impacts on customer economics and utility cash flows, which will serve as the basis for proposed business models and program design. This flexibility will allow scenarios to be developed that target available funding sources to different customer groups and evaluate the relative impact of alternative funding strategies on the utility.

Overall scenario results will be evaluated for customers using a Participant Cost Test (PCT) framework and for the utility using a Ratepayer Impact Measure (RIM) framework.

Key quantitative metrics, modeled on an annual basis, may include:
• Total Community Cost to Electrify, broken out by sector and for disadvantaged communities where applicable:
o Total funding required
o Available funding from local, state, and federal programs o Remaining funding gap that must be addressed ("missing money") o Distribution of funding needs across customer types by income status • Utility rate impacts for the gas and electric systems • Customer count and sales, for example number of customers electrified by end use and number of heat pump units sold
• Customer usage and bill impacts for representative electric and gas customer types • Greenhouse Gas Emissions, including emissions reduction progress toward “80x30” S/CAP target
Additional qualitative metrics may include:
• Equity impacts of each proposed funding approach, including low- and moderate-income customers
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• Customer practicality considerations, such as up-front costs of electrification and demand-side measures
• Reliability and resilience implications of proposed S/CAP strategies Deliverables: Electrification funding spreadsheet model (Microsoft Excel).

Task 7.3: Funding Scenarios Analysis

CONSULTANT will work with the CITY to develop scenarios to achieve the CITY’S "80 x 30" greenhouse gas reduction target. CONSULTANT will provide up to 2 rounds of review from the CITY and incorporating CITY feedback, to ensure the final scenarios meet all CITY legal requirements and present the desired range of policy options.

CONSULTANT will work with the CITY to ensure alignment around strategies that may target electrification in specific sectors or customer classes, and to consider different combinations of available funding streams. CONSULTANT will develop a counterfactual scenario that accurately captures the anticipated pipeline of upcoming electrification mandates and zero- emissions standards that will impact this analysis.

Each core scenario will be evaluated using the quantitative and qualitative metrics above. Key levers to be pulled for the scenario analysis may include, but not be limited to:
• Appliance saturation. Ability to select from various appliance electrification rates by sector and end use, drawn from the relevant multi-sector studies • Rate forecasts. Ability to select from a menu of plausible electric and gas rate forecasts • Available funding streams. Ability to include or exclude available local, state, or federal funding sources
• Utility incentives. Ability to define varying levels of utility support for electrification or efficiency programs

CONSULTANT will use the results of the analysis, together with feedback from the CITY and stakeholders, to develop a recommended portfolio of alternative strategies to develop and fund electrification programs that achieve the CITY’S S/CAP goals and maximizes benefits from a community cost perspective.

CONSULTANT will use results from the scenario analysis and cash flow modeling to develop a list of proposed business models for representative customer types in the CITY.

Deliverables: Scenario results excel workbook (Microsoft Excel); Scenario results presentation (PowerPoint); Recommended funding and financing approaches.

Task 7.4: Model Documentation and Handoff

CONSULTANT will develop a comprehensive model user guide that describes model features, lays out procedures for updating model inputs and developing new scenarios, and provides documentation for core inputs and assumptions used to develop scenarios for analysis.

Deliverables: Documentation and user guide (Microsoft Word).

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Task 8: Draft and Final Report

CONSULTANT will summarize the results of the analysis and study in a draft report for review by the CITY. This report will include a summary of the methodology and approach, along with all findings from the funding source survey, building and EV sub-sector studies, and funding model scenario analysis. Study results and conclusions in the report will include optimal pathways to help close the funding gap for CITY-wide electrification, and concrete recommendations on electrification programs, incentives, and rebates for different customer segments. CONSULTANT will prepare a final report, incorporating up to two (2) rounds of feedback from the CITY on the draft report. The final report will include an appendix with all supporting data and survey results. CONSULTANT will also attend a meeting with key CITY stakeholders to present a summary of key findings and recommendations from the study.

Deliverables: Draft report and final report summarizing study conclusions and recommendations that is in compliance with the DEED grant requirements
2 (Microsoft Word); Presentation
summarizing study conclusions and recommendations (Microsoft PowerPoint).

Task 9: EV & Building Electrification Grid Impact Modeling

CONSULTANT shall provide Task-Order-based consulting to the CITY's Electric Utility on the electric distribution system impacts of vehicle and building electrification using projections and analysis developed as part of the S/CAP Funding Study, including the benefits and impacts of managed load on the distribution system and utility and customer costs. The City is currently upgrading and modernizing its electric distribution system to accommodate the increased electric loads associated with vehicle and building electrification and may require assistance from CONSULTANT in providing advisory services and analysis related to its grid modernization plans, such as use of CONSULTANT's Forecasting Anywhere tool to estimate the geographic location of new electrification loads in such a way that can be mapped onto the CITY’s assets for grid impacts assessment. Additional adoption trajectories for building electrification would need to be developed to support this analysis and could further support a more detailed analysis in Task 7.3. Adoption trajectories could be combined with E3’s load shaping tools to provide annual 8760 hourly load forecasts for a range of EV types and building end-uses. These adoption trajectories and load forecasts could then be geospatially allocated and overlayed with relevant geospatial layers to assess the impacts of adoption and load within the CITY’s territory.

Deliverables: Deliverables may include items such as: building electrification adoption trajectories; 8760 load forecasts by agent type for each year; results of geospatial downscaling including summary reports, maps, visualizations, and data tables; grid impacts assessment, and headroom and upgrade assessment, as specified on the applicable Task Order (in form of Exhibit A-1 of the Professional Services Agreement) All reports and written material must be provided to and approved by CITY staff.

Task 10: Survey of Potential Transportation Demand Management Strategies

CONSULTANT shall provide as-needed Task-Order based consulting to the CITY on transportation demand management strategies. The CITY has existing transportation demand management regulations in place and a transportation management association to help employers reduce commute trips. The CITY is exploring ways to increase its impact on employee commute

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trips and to expand its efforts to help electrify those employee commute trips that remain. The CITY may require assistance from CONSULTANT in providing advisory services, research, and analysis on these topics.

Deliverables: Consultant’s deliverables will be determined on a task -by -task basis.

Deliverables may include analysis and results, one-time written reports, periodic written reports and updates, oral presentations, recommendations and analysis, as specified more clearly on the applicable Task Order (in form of Exhibit A-1 of the Professional Services Agreement). All reports and written material must be provided to and approved by CITY staff.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

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

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:

SERVICES AND DELIVERABLES TO BE PROVIDED

SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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

Milestones
Completion
Number of Days/Weeks (as specified below)
from NTP

1. Project Kickoff 1 week

2. Funding Source Survey 10 weeks

3. Single Family Sector Study 11 weeks

4. Multi Family Sector Study 17 weeks

5. Nonresidential Sector Study 17 weeks

6. EV Charger Strategic Plan 19 weeks

7. Funding Model 22 weeks

8. Final Report 26 weeks

9. EV and Building Electrification Grid
Impact Modeling
Per Task Order

10. Survey of Potential Transportation
Demand Management Strategies
Per Task Order

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

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

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EXHIBIT C

COMPENSATION

CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as E xhibit C-1 up to the not to exceed budget amount for each task set forth below.

CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below , provided that the total compensation for th e Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.

CONSULTANT agrees to complete all S ervices, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this /these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.

BUDGET SCHEDULE

TASK NOT TO EXCEED
AMOUNT
Task 1 (Project Kick-Off and Project Management) $35,170 Task 2 (Funding Source Survey) $30,280
Task 3 (Single-family Sector Study) $34,936
Task 4 (Multi-family Sector Study) $101,995
Task 5 (Nonresidential Sector Study) $80,095
Task 6 (EV Charger Strategic Plan) $128,370
Task 7 (S/CAP Funding Model Development) $123,620
Task 8 (Draft and Final Report) $79,820
Sub-total for Services $614,286
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $614,286
Optional Tasks (by Task Order):

Task 9 (Electrification Grid Impact Modeling) $200,000 Task 10 (Survey of Potential Transportation Demand
Management Strategies)
$50,000
Additional Services per section 4 $81,000
Maximum Total Compensation $945,286

REIMBURSABLE EXPENSES

CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time /overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in -house printing, insurance and DocuSign Envelope ID: B8858AAD-2C33-4F86-BA45-EB5E30077FBF

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other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.

Reimbursable expenses, if any are specified as reimbursable under this section , will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.

A. Travel outside the San Francisco Bay A rea, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.

B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.

All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

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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

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

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 TO THE FOLLOWING: [email protected]

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 EMAIL ADDRESS:

[email protected]

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Palo Alto City CouncilJanuary 16, 2024

Palo Alto City Council
January 16, 2024