Palo Alto City Council
May 13, 2024

Professional Services
Rev. Dec.15, 2020

CITY OF PALO ALTO CONTRACT NO. C24187280

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND 3Di, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the XX day of April, 2024 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and 3Di, INC. a California corporation, located at 3 Pointe Drive, Suite 307, Brea, CA 92821 (“CONSULTANT”).

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

RECITALS

A. CITY intends to create a Residential Rental Registry Program (the “Project”) and desires to engage a consultant to provide professional services and software solutions to collect and manage all of the information submitted by rental unit property owners /managers in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through December 31, 2028, 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.

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SECTION 4. NOT TO EXCEED COMPENSATION. The compensation t o 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 Four Hundred Two Thousand Nine Hundred Sixty Dollars ($402,960). 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 Forty Thousand Two Hundred Ninety-Six Dollars ($40,296) 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 Four Hundred Forty-Three Thousand Two Hundred Fifty-Six Dollars ($443,256), as detailed in Exhibit C.

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

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

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

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit invoices DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

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related to Task 1 and 2 on monthly basis 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. Task 3 and Task 4 invoices will be submitted prior to the beginning of the respective year and paid by CITY on annual basis.

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. All invoices shall be submitted to the Planning Department’s contract email account at [email protected] to ensure timely payment.

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.

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 c hange 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 DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

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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 Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSIGNMENT . The parties agree that the expertise and exp erience 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.

Subcontracts Authorized: Notwithstanding Section 11 ( Assignment) above, CITY agrees that subcontractors may be used to complete the Services only with prior approval, in writing, including scope of services, cost and duration.

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

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Rebecca Baharian, Telephone: 909-731-0809; Email: [email protected]. as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services.

If circumstances cause the substitution of the CONSULTANT’s P roject 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.

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CITY’s Project Manager is Rebecca Atkinson, Planning and Development Services Department, , 250 Hamilton Ave Palo Alto, CA , 94301 Telephone: 650-329-2596, 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 14. OWNERSHIP OF MATERIALS.

14.1 COSULTANT Materials. All right, title, and interest in and to the CONSULTANT Materials, including all Intellectual Property Rights therein, are and will remain with the CONSULTANT and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third- Party Materials. In furtherance of the foregoing, no rights or licenses are granted to Customer except as expressly set forth herein. Without limiting the above, CONSULTANT shall own and retain all right, title and interest in and to the Services and software, as well as all improvements, enhancements or modifications thereto, and any software, applications, inventions or other technology developed in connection with Implementation Services or Support Services including those based on any suggestions, enhancement requests, feedback, or recommendations provided by CITY or its Users.

14.2 CITY Data. As between CITY and Consultant, CITY is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer/CITY Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 1.3 below.

14.3 Consent to Use Customer/CITY Data. CITY hereby grants all such rights and permissions in or relating to Customer/CITY Data as are necessary or useful to CONSULTANT, its Subcontractors, and the Consultant Personnel to enforce this Agreement and exercise Consultant’s, its Subcontractors’, and the Consultant Personnel’s rights and perform Consultant’s, its Subcontractors’, and the Consultant Personnel’s obligations hereunder.

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 DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

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nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, i ts 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 parti al exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

SECTION 18. INSURANCE.

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

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

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

18.4. The procuring of such required policy or policies of insurance will not be DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

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construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

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

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

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

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager
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To CONSULTANT: 3Di, INC.
3 Point Drive, Suite 307
Brea, CA 92821
Attention: Mihir Desai, CFO

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

SECTION 21. CONFLICT OF INTEREST.

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

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

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

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregna ncy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

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

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

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SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND 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) hours of work in a calendar week within the geographic boundaries of the Cit y, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.

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

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

26.1. 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:

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(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 Agreeme nt and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.

28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentia lity obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.

28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

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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 requ irements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.

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

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

SECTION 29. MISCELLANEOUS PROVISIONS.

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

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

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

29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, state ments 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.

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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 A-2 SOFTWARE CAPABILITIES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: INFORMATION PRIVACY POLICY
EXHIBIT F: CYBERSECURITY TERMS AND CONDITIONS

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

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CONTRACT No. C24187280 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

3Di, INC.

Officer 1
By:

Name: Rajiv Desai
Title: President & CEO
[email protected]

Officer 2
By:

Name: Mihir Desai
Title: CFO
[email protected]

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EXHIBIT A

SCOPE OF SERVICES

CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request f or qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.

CONSULTANT’s partici pation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.

TASK 1 – PROJECT MANAGEMENT AND COORDINATION

CONSULTANT will assist the CITY in implementing the Residential Rental Registry Program as outlined in Palo Alto Municipal Code Chapter 9.65 and as clarified in the CITY’s Residential Rental Registry Program Administrative Guidelines.

CONSULTANT will identify a Project Manager/Implementation Lead that will be the day-to- day contact for the CITY and who will document milestones, transmit deliverables, and manage information requested and received from the CITY.

Milestones and deliverables will include but are not limited to:
• CONSULTANT project management and regular software performance evaluation metrics/reporting;
• Cloud-based database system for annual and event-based reporting with information collection, quality control, data visualization, reporting, and customer relations management (CRM) functionality (for use in public noticing and community engagement);
• Online portals/dashboards for CITY staff, landlords, and the public for generally 24 hours, 7 days a week, year-round database access and that also translates rental unit registration forms into the user’s preferred language;
• Residential Rental Registry Program Participation fee and administrative penalty fee invoicing and payment collection system integrated with the database and online portal/dashboard;
• Residential Rental Registry Program guidance and resources webpage, including an RRP overview, how-to-register training worksheets, demonstration videos, and other online information resources provided by the City;
• Weekday call center/online help desk available for customer technical assistance with rental unit registration;
• Corresponding paper-based rental unit registration and event-based reporting forms, for landlord and staff use if Residential Rental Registry Program registration cannot be completed through the online portal;
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• Software system solutions for CITY staff training exhibits and/or manual; • Ongoing security and maintenance for the software system solutions, including updates and troubleshooting; and
• Data packaged and provided to the CITY if ever the contract ends with initial and ongoing CITY ownership of all data collected within the software system solutions.

Task 1.1 Project Scope

The CONSULTANT shall be responsible for providing all software solutions capabilities, modules, features, and functionality requested by the CITY, as described in Exhibit A-2. In coordination with the CITY, the CONSULANT will provide a clarified project scope that identifies all of the software solutions identify all capabilities, modules, features, and functionality that can be provided within the initial RRP launch timeframe so that expectations between the CITY and the CONSULTANT are mutually agreed to.

Milestones and deliverables will include a clarified project scope for initial Residential Rental Registry Program public launch.

Task 1.2 Project Schedule

In coordination with the CITY, the CONSULTANT will prepare a detailed Project schedule with tasks, milestones, and deliverables in Microsoft Project or other comparable tool so that the project schedule can be collaboratively managed, and so the CITY team will understand when information and reviews will be needed. The Project schedule shall reflect the duration of the contract. The Project schedule shall show initial Residential Rental Registry Program launch dates, the start/end of the annual open registration window, the timeframe for Residential Rental Registry Program information processing/reports, and the identification of time window(s) that can be used for completion of additional tasks such as building additional functionality if needed.

Milestones and deliverables will include project schedule for initial Residential Rental Registry Program public launch and the duration of the contract.

Task 1.3 Project Team Meetings

CONSULTANT will coordinate with CITY team to ensure that all Project teams convene on a regular basis and as needed ahead of the Residential Rental Registry Program launch, including the Steering Committee, CITY Program Staff, and the Implementation Team. CITY stakeholders and implementing departments include, but are not limited to, the following:
• Planning and Development Services Department (Long Range Planning Division, Current Planning Division, Development Services Division, Code Enforcement Division, and the Data and Technology Applications Division);
• Community Services Department (Office of Human Services); • City Manager’s Office (Assistant to the City Manager for Housing and Unhoused Services; Communications Team);
• City Attorney’s Office;
• Information Technology Department; and
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• Administrative Services Department (Office of Management and Budget and Revenue Collection Division).

Milestones and deliverables will include meetings, status reports (in memo or email format), and meeting agendas.

CONSULTANT will coordinate with CITY team to ensure that all Project teams convene as needed after Residential Rental Registry Program public launch on an ongoing basis, including the Steering Committee, City Program Staff, and the Implementation Team.

TASK 2 – IMPLEMENATION

Task 2.1 Kickoff & Planning
CONSULTANT will finalize goals, scope, stakeholder expectations, identify project teams, roles and responsibilities for each phase and define governance structure and reporting requirements.

Deliverables will include a kick-off meeting, detailed project plan, finalize scope and timeline, and governance strategy.

Task 2.2 Requirement & Implementation
CONSULTANT will finalize requirements including listing and application templates, workflow and access management and report and notifications. CONSULTANT will ensure configuration of portal deployment and branding, knowledge base and outreach content inventory set up, intake, workflows and role configuration and dashboards and related reports. CONSULTANT will complete custom development requirements. CONSULTANT will ensure systems integration and complete quality assurance testing.

Milestones and deliverables will include approved templates and workflow diagrams, staging instance, intake forms and configured workflows, role-based login and functionalities for public/tenant, owner, and CITY staff. CONSULTANT will ensure test instance is configured and ready for validation and testing. CONSULTANT will ensure that the Project schedule includes time for the CITY to bring the Residential Rental Registry Program forms to the CITY’s review committees and staff vetted adjustments to the Residential Rental Registry Program forms are incorporated. Residential Rental Registry Program forms and/or configurations will be used for initial rental unit registration, event-based reporting (reporting required within 10-days of event occurrence), and annual registration renewal (once a year during the annual open registration window).

CONSULTANT will ensure that software is configured to capture the information on the Residential Rental Registry Program forms in a manner that promotes registrant ease and information consistency (such as via providing drop-down menus, check boxes, date wheels, etc.), including, but not limited to:

1. Residential rental property contact information, such as property owner and property manager contact information,

2. Residential rental property characteristics, such as property address, property type, year purchased, number of rental units at the property, and year built, DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

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3. Residential rental unit characteristics, such as rental unit address, size (indoor/outdoor), number of bedrooms and bathrooms, year of any remodel, and owner or property manager occupancy,

4. Tenancy information, such as tenancy status, date of vacancy, reason for vacancy, date of tenancy, initial lease length, date of 1-year lease renewal, and date of last lease renewal

5. Rent information, such as initial security deposit amount, base rent amount, current rent amount, presence of rental assistance/subsidy/deed restriction/incentive, and rental unit amenities/services,

6. Affidavit information, such as attestation of accuracy, submittal date, name/contact information for registrant,

7. Optional information, such as open-ended opportunity to provide feedback, and

8. Events, such as when there is any increase in rent, when a notice to quit is sent to a renter, when an unlawful detainer complaint is filed, and when there is an eviction.

CONSULTANT will complete the following integrations:
• Integrate or provide data exports to the CITY’s Financial and Utility Billing Systems o CONSULTANT will have ability to EXPORT the required data in a flat file format to be consumed by the CITY’s Financial and Utility Billing Systems • Export property location and other information to CITY’s GIS (GIST and ESRI – ArcGIS Enterprise)
o CONSULTANT will provide an EXPORT geo coded data in a CSV format that can be consumed by CITY’s GIS system.
• Export property location and other information into CITY’s Application and Permitting Records Database
o CONSULTANT will provide an EXPORT containing Property Identifier (Parcen Number), Address and other information available in a CSV file which can be consumed by the CITY’s Application and Permitting Records Database • Allow CITY staff access to other departments’ systems to view activities related to the property and rental units, e.g., inspection reports, building permits, etc. o CONSULTANT will enable users to connect to external systems using a redirection URL that is clickable from Residential Rental Registry Program property detail page.
o The link related to Inspection Reports, Building Permits etc. must be provided by the City which can be inserted on Property Detail Page
o The link should have some common identifier (Parcel Number preferred) to ensure the correct redirection.

Task 2.3 Validation & Finalization
CONSULTANT will complete system validation, complete all portal, reports and maps, business intelligence dashboards, ADA Compliance and load testing, security and penetration testing, user acceptance testing (UAT), user training and go-live planning.

CONSULTANT will adopt following 3 step User Acceptance Testing (UAT) process:

1. Initiation - define approach and success, set a schedule, prepare users, coordinate logistics, and establish tracking method.

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2. Execution - start on same page, test all scenarios, report issues, collect feedback, track progress in real-time and bolster morale.

3. Closure – close out issues, get sign off, and more toward production.

UAT will include CITY staff, Steering Committee and members of the public.

Milestone and deliverables will include UAT signoffs, training materials and a go-live plan.

Task 2.4 Go-Live (Not Public)
CONSULTANT will complete production deployment and handover to CITY.

Milestones and deliverables will include full configured production instance and support will be initiated.

Task 2.5 Training
CONSULTANT will work closely with the CITY team to deliver knowledge of the solution’s functionality and the personalized configuration. CONSULTANT will provide a comprehensive training strategy that includes instructor-led training and knowledge transfer of the proposed solution. As part of the strategy, CONSULTANT will use a "Train the Trainer” approach for CITY staff. CITY will identify the individual(s) responsible for conducting training for CITY staff. CONSULTANT will provide the selected trainers with the appropriate materials and instruction.

Some of the key elements of training include but are not limited to: configure roles and permission in 3Di Engage, configure mobile application or portal UI assets, configure case management, configure reports and dashboards, configure notification engine, configure code and policy, and update and moderate knowledge base.

CONSULTANT will provide all suitable and adequate training to the CITY staff nominated to ensure smooth delivery and effective operation of the system after Go-Live. The following support documentation and support channel will be available to client at no additional cost:

Type Description
Quick Reference Guides A user manual and admin manual will be provided.

Online Support Using issue tracking tool
Help Desk Support Dedicated support phone number and Email User Group Community Resources Groupwise knowledge bases articles and FAQs Videos Instructional videos are part of FAQs
Custom User Guides/Manuals User manuals are branded and customized for the Client

Task 2.6 Public Launch
CONSULTANT and CITY will coordinate to release all software and professional services to the public for use.

Milestones and deliverables will include full configured production instance and support will commence
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TASK 3 – DAILY SOFTWARE MANAGEMENT/MAINTENANCE AND

PROFESSIONAL SERVICES

Task 3.1 Service Level Terms

The Services shall be available 99.9%, measured monthly, excluding scheduled maintenance. If CITY requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond CONSULTANT’s control will also be excluded from any such calculation. CITY's sole and exclusive remedy, and CONSULTANT's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, CONSULTANT will credit CITY 5% of Service fees for each period of 60 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as CITY (with notice to CONSULTANT) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, CITY must notify CONSULTANT in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. CONSULTANT will only apply a credit to the month in which the incident occurred. CONSULTANT’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of CONSULTANT to provide adequate service levels under this Agreement.

Task 3.2 Maintenance, Operations and Support (MOS) Terms CONSULTANT will provide remote (via WebEx, email, and telephone as necessary) technical support for our services on a business day basis. Business day is defined as 8:00 AM through 5:00 PM Central Time zone, excluding federal holidays and weekends (“Support Hours”).

CONSULTANT will provide an online tool for issue management to support services covered in the scope for this agreement. Management and tracking of the issues will be done using this tool.

CITY will report the issue via email, telephone or by logging the issue in the issue managements system. If the issue is logged via email or telephone, the CONSULTANT shall enter the same into the issue management system.

All the stakeholders who have access to the issue management system will be able to get status of the issues anytime.

CONSULTANT will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

CONSULTANT provides two types of support services: Maintenance, Operations, and Support (MOS) and “Genie Hours”.

Maintenance, Operations, and Support (MOS) is defined as the following:

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CONSULTANT’s Maintenance, Operations & Support (MOS) Program is a comprehensive support program that gives CITYs maximum flexibility and highest level of support for applications developed by CONSULTANT.
• Maintenance
o System Software Updates, Bug Fixes, and Patches
o Coordinate Release Management and Version Control with the CITY o Routine system and application log maintenance to ensure system performance and problem resolution
• Operation
o Systems, application monitoring, and CITY notification of errors, downtime, security breach, or issues that affect the System
o System and application tuning for optimal performance o System Security Monitoring & Notification (Unauthorized use, intrusion or data compromise)
o System Recovery from errors and/or downtime
• Support
o Support Request Management
 Phone Support: M-F (Except Holidays) 0800-1700 hours Central Time zone
 Email Support: 24 hours
o Web/Mobile Accessible Service Ticket Status
o Monthly Status Report for Maintenance, Operations and Support o SLA Based

Severity Impact Examples Max Response
Time
1 – High Unable to perform
core functionality
in production
system and no
workarounds exist
System
unavailable; users
unable to login
4 business hours
2- Medium Unable to perform
core functionality
in production
system but
workarounds
available.

Intakes working
but integration
with the other
system down due
to network issues.
12 business hours

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3 - Low Unable to perform
non-essential
functionality in
production system;
maintenance tasks;
enhancement
requests
Typographical
errors, label
changes, Screen
Display issues, etc.
24 business hours

4 – Planned Modify and
existing feature or
add a new feature
Make Changes to
UI, Change
Configuration for
workflow, New
report
Depending on
scope of work.

With approval of
the customer.

“Genie Hours” Support is defined as the following:

• Flexible Support (Genie Hours) including:
o User Interface (UI) Changes
o Technical support
o Workflow Changes
o Systems integration
o Reports and Analytics support
o System configuration changes (e.g. role management, identity management) • Genie Hours Support is limited to 10 Genie hours/month. CITY desires additional 10 Genie hours for Year 1, total 20 hours. CITY will notify CONSULTANT about Year 2 additional 10 Genie hours prior to start of Year 2. Section 4 and Exhibit C are budgeting funds for Year 2 but CITY staff will authorize the expenditure, in writing, prior to start of Year 2.
• Genie hours may not be rolled over from month to month.

CONSULTANT will transfer funds to CITY on quarterly basis, and ensure the any payments collected by June 30 are transferred no later than July 30 of each year.

TASK 4: HELP DESK FOR END USERS

CONSULTANT will provide technical assistance to property owners/managers and tenants who utilize the software. Users can reach CONSULTANT through telephone, message chat, or email and seek assistance with tasks such as but not limited to property registration, handling petitions, and addressing payment-related inquiries. Users can access services Monday through Friday, 8:00 AM to 12:00 PM, Pacific Time zone. No services during national holidays.

CONSULTANT will work with CITY staff to develop customer solutions and providing insights through reporting and analytical tools. CONSULTANT will periodically report customer service usage to the CITY, including contact instance, type of issue resolved, and/or other relevant DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

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information related to quality assurance and customer satisfaction. CITY staff will be available to assist with any escalated customer service instances.

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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 A-2
3Di, INC. SOFTWARE CAPABILITIES

CONSULTANT will provide SOFTWARE (“3Di Engage”) for Rental Registry Program to include the following key functions.

Configurable Platform
3Di Engage is a No Code platform with a very versatile Control Panel for Implementors. Using this control panel, implementors can

• Manage pages, application layout, forms, templated, Dashboard and Reports • Manage Cases & Workflows to implement end to end business process • Manage Users and Security
• Manage Code Book and Checklists for ordinance and code compliance • Manage simple and complex fees using Fee engine

Registration Management
One of the key elements of 3Di Engage is property inventory. CONSULTANT recommends initiating the registration process by searching the property first. Using the form builder above, a registration form with appropriate attributes and conditions can be built as per RRP business rules. The registration process will be mapped using the workflow.

Apart from APN, the registration application can be associated with a building, apartment and unit as needed. Upon completion of registration process, the registration record will be stored in the system and can be shared through email as well as a read only access to case and property details can be configured for other agencies as needed.

Case Management
CONSULTANT Case Management allows us to manage different case types from both agency and external user’s perspective. Case Providers are defined as per the units organized within the agency. Case categories can be used to group cases based on functional groups. Depending on the role, both internal and external users can take various actions on the case including editing the information. Various contacts associated with the case are attached under the contact tab and more can be added as needed. Correspondence for any case can be manual or automated based on the workflow action. Admin can configure what template needs to be sent out to whom for each action along with Push notifications if enabled.

Inventory Management
3Di Engage comes with a complete and accurate inventory of rental properties by projects, parcels, and units. It can be further expanded to include other asset types such as Buildings, Complexes, Apartments etc. These assets are linked with each other, and the hierarchy can be configured as per RRP’s need. Various attributes can be attached to each Asset depending on the asset type and business requirement. 3Di Engage can handle large datasets and is integrated with GIS based tools.

Access Management
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3Di Engage is a fully role-based system. It supports access control starting from Page level to all the way to field level. At a broad level, user groups are categorized as External and Internal.

Admin user can configure Login, Registration & Password rules under Security settings as per NYS ITS Policy. And users will be asked to fill out a detailed profile based on the choice.

Internal Portal
3Di Engage comes with an actionable Dashboard for internal staff users. Cases are grouped based on Provider and Category and workflow engine routes them to appropriate work queues for users in respective groups. Each User gets to see all the cases in various states along with cases assigned to him/her specifically. A more configurable Tracker is also available which User can design as per their own preferences. Following is an alternate version. All the case tables have the capability to filter and sort data, export to Excel and column selection. The multi- faceted global search allows users to look for records across cases, contacts, properties & other assets, articles etc. simultaneously. 3Di Engage allows admin users to configure Rent Increase formulas based on input or computed fields. Overcharge Calculator can be built using similar tools once the detailed formula is available.

External Portal
3Di Engage has a universal Portal which has unified resources for various personas. Various types of external users can register to the portal. Upon login, based on their profile, they will be able to perform various actions and see relevant documents and invoices.

Correspondence Management
3Di Engage correspondence module keeps logs for all the correspondences through various channels. As needed, these logs are also associated with a person/contact, case, and property.

Apart from manual correspondence, as mentioned in Case Management, system notifications can be triggered on any workflow action as well. Admin users can define templates for such notifications for Email, SMS, Paper Mail and Push notifications. Content of such templates are configured using a wysiwyg editor. It can be a branded or unbranded template. For all outgoing notifications, 3Di Engage is using Amazon service. It can be configured to use a no-reply mailbox provided by the City. For SMS, the City can use any subscription service with API integration capabilities, and 3Di Engage will integrate with it to send out SMS.

Data Management
3Di Engage follows the principle of validating data at the onset as much as possible. Starting from Address, various fields available in the form builder can be validated by business rules as needed. All the tables and reports have the capability of exporting the data as excel. Apart from that, 3Di Engage provides APIs that can be used to share data with external systems as needed.

Interoperability
3Di Engage supports various interfaces for integration with external systems as depicted in the screen shot here. These integration datasets can be used for both internal and external applications with appropriate access permissions. 3Di Engage uses Google and ESRI address validation services to get the most accurate address and avoids manual address entry. Same will be achieved using USPS address validation APIs. As depicted in Inventory Management, each property (building, parcel, etc.) can have multiple addresses associated with it.

Reporting & Analytics
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3Di Engage reporting and analytics module offers powerful and extensive reporting, analytics, and dashboard capabilities, including: unlimited fixed reports, ad hoc report generation tools, dashboards, role based reports, ad hoc report generation and personalized dashboards, share dashboards as pdf and .xlsx, export reports and dashboards, reports and dashboards on internal data tables, reports and dashboards on external data sources (third party systems), ability to connect to external reporting systems through APIs, batch ETL and Map based reports (Google and ESRI). The application includes adhoc Report Generation Tool. It supports Attributes, Dependent Attributes, Date Ranges, Column Filters. Also allows the queries to be saved for future use. All these reports can also be exported to Excel/CSV. Apart from the tabular reports described above, 3Di Engage has also has visual dashboards that allow users to view the information through various charts, widgets, and maps. Users can configure such dashboards as per their preferences.

Onsite Inspection
3Di Engage empowers inspectors to manage everything from the field with a robust mobile app that works even in times of poor or no data connectivity. This app works both on iPhone and iPad. This app gives inspectors the power to do anything they need from wherever they are. With CONSULTANT’s mobile inspection app, they can provide courtesy notifications, manage scheduling, initiate workflows, access the code book, take signature in the field, issue notice in the field, manage property hierarchy, and look up information for any contact, property, or case

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EXHIBIT A-3

CITY SOFTWARE EXPECTATIONS

1) General Description
a) The CITY requires effective software system solutions to implement the Rental Registry Program (RRP).
b) Software services must have an easy to use, strong customer service orientation and interface.
c) Aside from data annually imported from objective and regularly updated sources, such as County parcel data, landlords and staff would be the primary source of data input, each with independent, unique, and secure login information to complete rental unit registration.
d) The software systems should provide security features to ensure the safety and privacy of information provided to the RRP.
e) Provider must offer software systems ongoing training and support to City staff and members of the public using the software.
f) Where applicable, the proposed software services shall be of an expandable, modular design to readily incorporate additional enhancements, functionality, and information collection in the future.
g) The software should be developed, tested, and maintained using a high-quality software development methodology for long-term reliability and technical efficiency. h) The firm or firms will need to provide regular maintenance, including troubleshooting and updates of systems.
i) The firm or firms will also need to provide regular quality a ssurance and quality control services.
j) The design should minimize the time that the software might be offline or unavailable for use.
k) The City should have complete access and ownership of all data collected within the software system solutions.
l) To the extent possible, the software system solutions should integrate with the CITY’s existing software systems.

2) Functional Capabilities – The software system solutions would include the general system capabilities that meet the CITY’s goals and objectives for the RRP initial rollout and launch.

a) General System Capabilities – Ideally, the proposed software would include the following capabilities:
i) Compatible with all browsers, including but not limited to, Internet Explorer, Firefox, Google Chrome and Safari. If relevant, please provide detailed information on the environments of the host server and the licensing model; ii) RRP access from a variety of devices, including desktop and mobile devices; iii) Remote access for users, such as staff that use VPN to access City software and servers;
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v) Best practices for user logins and user authentication vi) Support Palo Alto branding;
vii) Responsive design user interface;
viii)Document repository with sufficient document storage, ability to upload and manage documents, accept document versioning, and override archived documents; ix) Backend capabilities to manipulate reports, override automated systems, and delete entries and notes;
x) Security settings limiting delete rights, access rights and viewing rights; xi) Search feature on data fields;
xii) Tickler reminder feature for administrators for time sensitive issues, such as a reminder for rental unit registration submissions so that they can be reviewed and status changed to approved as soon as possible;
xiii)Role-based access to application features;
xiv) Manage user preferences for access, frequently used reports; xv) Customizable data entry screens to support additional functionality, such as detailed unit information and possible exemption status;
xvi) Easy workflow for data input for initial property and rental unit registration, annual affidavits, and qualifying event -based reporting in a manner that assists with information quality assurance and quality control;
xvii) The ability to make future modifications to the system will be essential to respond to program and/or legislative changes (e.g., creating new fields to enter data, support future forms of rental unit registrations);
xviii) Additional system security and privacy features; xix) Listing of any licensing requirements and fees;
xx) City staff shall have full access to view, edits, and update RRP online systems and related database;
xxi) RRP software shall be accessible to City staff to generate queries and reports; and xxii)Provider will establish staff accessible reports/queries with the RRP data as needed by the
City; reports shall be formatted to be printed legibly and in an easy-to-follow layouts.

b) Residential Rental Registry Program Administration Portal and Database Capabilities – The Residential Rental Registry Program administrators would have the ability to manage all aspects of the Residential Rental Registry Program software, including collecting information, updating information, performing quality control, collecting registration fees, creating community notices, conducting data analysis, and generating reports. The user interface should incorporate:

i) Property Inventory Management Capabilities
(1) Upload Property Inventory from CITY’s Geographic Information Systems (GIS) sources and County Assessor. The software should use the City’s official GIS address /unit databases as a starting point for the property and rental unit address-based records. The software should have the opportunity to enter properties and rental units not yet in the official CITY GIS address database but would need to be 'flagged' for further staff research/processing.

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(2) Manage Property Owner data
(3) Support Property Assessor Parcel Number (APN) splits and mergers (4) Support Multiple Addresses/Multiple Buildings for parcels (5) Maintain property ownership history
(6) Support integration with City GIS system (ESRI)
(7) Support integration with the City application and permit tracking system (Accela)
(8) RRP fee payment status of each property and rental unit

ii) Property and Rental Unit Registration Capabilities
(1) Add/Register property and rental units on behalf of owner (2) Manage Property Owner Information
(3) Manage Property Management/Agent Contact Information (4) Manage Property and Rental Unit Characteristics Information (5) Manage Rent Information
(6) Manage Tenancy Information
(7) Manage Tenant Information (keep this information easily removable from reports and from Public Records Act requests)
(8) Registration Affidavit
(9) Upload Documents
(10) Generate Copy of Registration Completion
(11) Bulk upload of data (from common separated value (CSV) file) (12) Tag properties for hold, exception, etc.

iii) Event-Based Reporting Capabilities
(1) Rent increases
(2) New tenancy
(3) New vacancy or eviction
(4) Offer of a one-year lease at renewal
(5) Other events
(6) Annual Affidavit

iv) RRP Fee and Penalty Fee Payment Capabilities
(1) Secure Payment of RRP Fees/Penalties/Charges
(2) Issue client notifications via email
(3) Issue electronic receipts via email
(4) Confirm payment of rental unit registration fee to database

v) Customer Relationship Management (CRM) Capabilities - The RRP database shall have functionality to produce community notices reflecting all stages of RRP implementation, including notification that rental unit registration due notices, RRP fee notices, RRP community announcements.
(1) Manage Contacts (Create, Modify, Delete, Group, Search) (2) Notification—email, short message service (SMS), account (3) Campaign Management—email, account (Marketing, Outreach) (4) Support integration with third-party bulk mail system vi) Reporting and Analytics Capabilities- The RRP database should have functionality DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

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to produce reports to assist with daily quality control efforts and reports that produce data visualization/infographics and other information relevant to policymaking. (1) Role-Based Dashboards
(2) Fixed and user-generated reports, easy to use ad hoc reports (3) Ability to export reports to PDF and Excel
(4) Application Programming Interface (API) for integration with BI application, such as Microsoft BI

c) Owner/Property Manager/Agent Portal and Database Capabilities - The property owners, landlords, property managers, and agent portal would have access to their properties and rental units to register them and report events. The user interface should incorporate:

i) Americans with Disabilities (ADA) compliance
ii) Multilingual
iii) Help buttons to clarify requested data input items to help with quality control

iv) Property and Rental Unit Registration Capabilities
(1) Add/Register property and rental units (Multiple properties and rental units allowed)
(2) Manage Property Owner Information
(3) Manage Property Management/Agent Contact Information (4) Manage Property and Rental Unit Characteristics Information (5) Manage Rent Information
(6) Manage Tenancy Information
(7) Manage Tenant Information (keep this information easily removable from reports and from Public Records Act requests)
(8) Registration Affidavit
(9) Upload Documents
(10) Generate Copy of Registration Completion
(11) Bulk upload of data (from CSV file)

v) Event-Based Reporting Capabilities
(1) Rent increases
(2) New tenancy
(3) New vacancy or eviction
(4) Offer of a one-year lease at renewal
(5) Other events
(6) Annual Affidavit

vi) RRP Fee and Penalty Fee Payment Capabilities
(1) Payment of RRP Fees/Penalties/Charges
(2) Issue client notifications via email
(3) Issue electronic receipts via email
(4) Confirm payment of rental unit registration fee

d) Public Portal Capabilities - The public portal would have the ability to if a rental unit DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

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were registered or not and the date of last registration, as well as see if a qualifying event- based report was submitted by type and date. The user interface should incorporate:
i) Americans with Disabilities (ADA) compliance
ii) Multilingual
iii) Review Rental Unit Registration Status/Date and Event-Based Report Type/Date

e) Integration Support – Ideally, the RRP software system solutions would:
i) Integrate or provide data exports to the City’s Financial and Utility Billing Systems ii) Export property location and other information to City’s GIS (GIST and ESRI – ArcGIS Enterprise)
iii) Export property location and other information into City’s Accela Application and Permitting Records Database
iv) Allow City staff access to other departments’ systems to view activities related to the property and rental units, e.g., inspection reports, building permits, etc.

f) Additional Deliverables, Capabilities, Modules, Features, and/or Functionality – The RRP software system solutions might benefit from additional capabilities, modules, features and functionality.
i) The qualified fi rm or firms are welcome to propose additional deliverables, capabilities, modules, features, and or functionality proposed to supplement the goals, purposes, and objectives
ii) The qualified firm or firms can suggest creation of a downloadable 'app' for IOS and Android as a supplementary deliverable to aid in RRP participation

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EXHIBIT B

SCHEDULE OF PERFORMANCE

CONSULTANT shall perform the Services so as to complete each milestone within the schedule 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. .

Milestones Schedule

1. Project Management and Coordination Ongoing/Daily

2. Implementation September 2024

3. Daily Software Management/Maintenance
and Professional Services
Ongoing/Daily

4. Help Desk for End Users Ongoing/Daily

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 Management and Coordination) $25,000
Task 2 (Implementation) $68,420
Task 3 (Daily Software Management /Maintenance and
Professional Services)

Year 1: $3,850 (monthly)/$46,200 (annual) + $12,000
(additional support hours)
Year 2: $4,043 (monthly)/$48,516 (annual) + $12,000
(additional support hours)
Year 3: $4,245 (monthly)/$50,940 (annual)
Year 4: $4,457 (monthly)/$53,484 (annual)

Annually fee for services occurring between September
and August of each respective year; the program year.
$223,140
Task 4 (Help Desk for End Users)

$15,600 per year

Annually fee for services occurring between September and August of each respective year; the program year.
$62,400
Sub-total for Services $378,960
Reimbursable Expenses (Amazon Web Services Connect;
$500/month; $6,000/year; 4 years)
$24,000
Total for Services and Reimbursable Expenses $402,960
Additional Services (if any, per Section 4) $40,296
Maximum Total Compensation $443,256
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REIMBURSABLE EXPENSES

CONSULTANT’S ordinary business expenses , such as administrative, overhead, administrative support time /overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in -house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.

Reimbursable expenses, if any are specified as reimbursable under this section , will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: Amazon Web Services Connect up to the not -to-exceed amount of :
$24,000.

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.

Additional Compensation Terms

• AWS Connect subscription cost are included in the reimbursable expense section of Exhibit C.
• Subscription service is for up to 20,000 registered rental units. • Data migration from any existing systems is not included. If data migrations are required, we will need to schedule a meeting with our delivery team to understand the scope. • 3 integrations are included: customer’s identity management, ESRI GIS & Google mapping, and payment gateway/processing.
• Further Integrations with 3rd party software is possible but not included. If any more integrations are required, we will need to schedule a meeting with our delivery team to understand the scope.
• 3Di’s Engage based solution will provide cloud-based data archival, depending on which option the customer decides to purchase. If the subscription is active, CONSULTANT will continue the storage. The customer will be able to access the data in the system at any time. The customer will have the ability and right to download the data for other storage/usage options.
• Any cost related to sending text message notifications is not included.

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EXHIBIT C-1

SCHEDULE OF RATES

CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates so long as the changes do not increase the not to exceed amount as noted in Section 4. CONSULTANT’s schedule of rates is as follows:

Resource Category Rate Range
Junior-Level Mid-Level Senior-Level
Program Manager $ 150.00 $ 175.00 $ 210.00 Project Manager $ 135.00 $ 160.00 $ 185.00 Project Coordinator $ 110.00 $ 135.00 $ 160.00 Business Analyst $ 100.00 $ 125.00 $ 145.00 Tech Lead/ Solution Architect $ 115.00 $ 155.00 $ 175.00 Infrastructure Architect $ 115.00 $ 145.00 $ 175.00 Database Architect $ 115.00 $ 145.00 $ 175.00 Database Designer/Developer $ 115.00 $ 145.00 $ 175.00 Database Administrator $ 105.00 $ 135.00 $ 175.00 Software Engineer $ 100.00 $ 125.00 $ 150.00 Network/Infrastructure Engineers $ 90.00 $ 110.00 $ 135.00 System Administrator $ 85.00 $ 100.00 $ 125.00 Cloud Systems Engineer $ 100.00 $ 125.00 $ 150.00 Cyber Security Engineer $ 150.00 $ 175.00 $ 210.00 Cloud Administrator $ 100.00 $ 120.00 $ 135.00 Cloud Architect $ 150.00 $ 175.00 $ 210.00 Cloud Security Specialist $ 150.00 $ 175.00 $ 210.00 Advanced Technology (ML, AI, AR, VR)
Engineer
$ 165.00 $ 185.00 $ 225.00 Microsoft Dot.Net Developers $ 95.00 $ 120.00 $ 135.00 Open Source/PHP Developers $ 95.00 $ 120.00 $ 135.00 Mobile Application Developers
(IOS/Android/Windows Mobile)
$ 100.00 $ 125.00 $ 150.00 Technical Writer $ 95.00 $ 120.00 $ 135.00 UX (User Experience) Architect $ 135.00 $ 155.00 $ 175.00 Graphic/UI Designer $ 90.00 $ 115.00 $ 130.00 HTML/JavaScript/CSS Developers $ 90.00 $ 115.00 $ 130.00 QA Lead/Manager $ 115.00 $ 135.00 $ 160.00 Quality Analyst $ 90.00 $ 115.00 $ 130.00

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EXHIBIT D

INSURANCE REQUIREMENTS

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

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

$1,000,000

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

$1,000,000

$1,000,000

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YES

TECHNOLOGY ERRORS AND

OMISSIONS LIABILITY COVERAGE

THE POLICY SHALL AT A MINIMUM

COVER PROFESSIONAL

MISCONDUCT OR LACK OF

REQUISITE SKILL FOR THE

PERFORMANCE OF SERVICES

DEFINED IN THE CONTRACT AND

SHALL ALSO PROVIDE COVERAGE
FOR THE FOLLOWING RISKS:

(i) NETWORK SECURITY

LIABILITYARISING FROM

UNAUTHORIZED ACCESS TO, USE

OF , OR TAMPERING WITH

COMPUTERS OR COMPUTER

SYSTEMS, INCLUDING HACKERS,
EXTORTION, AND (ii) LIABILITY

ARISING FROM INTRODUCTION OF

ANY FORM OF MALICIOUS

SOFTWARE INCLUDING COMPUTER

VIRUSES INTO, OR OTHERWISE
CAUSING DAMAGE TO THE CITY’S
OR THIRD PERSON’S COMPUTER,

COMPUTER SYSTEM, NETWORK, OR

SIMILAR COMPUTER RELATED

PROPERTY AND THE DATA,

SOFTWARE AND PROGRAMS
THEREON.

CONTRACTOR SHALL MAINTAIN IN

FORCE DURING THE FULL LIFE OF
THE CONTRACT.

THE POLICY SHALL PROVIDE

COVERAGE FOR BREACH RESPONSE

COSTS AS WELL AS REGULATORY

FINES AND PENALTIES AS WELL AS

CREDIT MONITORING EXPENSES

WITH LIMITS SUFFICIENT TO

RESPOND TO THESE OBLIGATIONS
ALL DAMAGES $2,000,000 $2,000,000
YES

CYBER AND PRIVACY
INSURANCE. SUCH INSURANCE

SHALL INCLUDE COVERAGE FOR

LIABILITY ARISING FROM

COVERAGE IN AN AMOUNT

SUFFICIENT TO COVER THE FULL

REPLACEMENT VALUE OF

DAMAGE TO, ALTERATION OF,

LOSS OF, THEFT,

DISSEMINATION OR

DESTRUCTION OF ELECTRONIC

DATA AND/OR USE OF

CONFIDENTIAL INFORMATION,
“PROPERTY” OF THE CITY OF

PALO ALTO THAT WILL BE IN

THE CARE, CUSTODY, OR

CONTROL OF VENDOR,

INFORMATION INCLUDING BUT

NOT LIMITED TO, BANK AND

CREDIT CARD ACCOUNT

INFORMATION OR PERSONAL

INFORMATION, SUCH AS NAME,

ADDRESS, SOCIAL SECURITY

NUMBERS, PROTECTED HEALTH

INFORMATION OR OTHER

PERSONAL IDENTIFICATION

INFORMATION, STORED OR

TRAMSITTED IN ELECTRONIC
FORM.

ALL DAMAGES $2,000,000 $2,000,000
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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 PROVI DING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.

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

III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:

A. PRIMARY COVERAGE

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

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

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

B. CROSS LIABILITY

THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURE DS 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 TO THE FOLLOWING EMAIL: [email protected]

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EXHIBIT E
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EXHIBIT F

CYBERSECURITY TERMS AND CONDITIONS

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

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

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

Part A. Requirements:

The Consultant shall at all times during the term of any contract between the City and the Consultant:

(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City, and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=5029 7 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

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enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that informa tion or who are terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control ("RBAC") and segregation of duties ("SoD") mechanisms for all personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote t he detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accor dance with industry best practices applicable to secure coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release.

Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self -audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's performance of random site security audits at the Consultant's site(s), including the site(s) of a third-party service provider(s), as applicable. The scope of these audits will extend to the Consultant's and its third-party service provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third-party service provider's personnel. (r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium.

Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient.

DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081

Professional Services
Rev. Dec.15, 2020

(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR -BCP) solutions to the City for the systems and services the Vendor provides to the City. (x) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment." The Vendor shall allow two employees of the City to have superuser and super-admin access to the Vendor's IT environment, and a cloud- hosted IT environment belongs to the City.
(y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications. (z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s EXHIBIT “D” INSURANCE REQUIREMENTS.

DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081