Agenda packet — Palo Alto City Council, March 3, 2025 (part 1 of 2)

CITY COUNCIL
Regular Meeting
Monday, March 03, 2025
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.

VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
General Public Comment for items not on the agenda will be accepted in person for up to three minutes or an amount of time determined by the Chair. General public comment will be heard for 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.

Public comments for agendized items will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. Requests to speak will be taken until 5 minutes after the staff’s presentation or as determined by the Chair. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.

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

Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks, posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do not create a facility, fire, or safety hazard; and (3) persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting.

TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.

CALL TO ORDER
CLOSED SESSION (5:30 ‐ 7:00 PM)

1. CONFERENCE WITH LABOR NEGOTIATORS
City Designated Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (Ed Shikada, Kiely Nose, Sandra Blanch, Nick Raisch, Tori Post, Molly Stump, Jennifer Fine, and Lauren Lai) Employee Organization: Service Employees International Union, (SEIU) Local 521, Utilities Management and Professional Association of Palo Alto (UMPAPA), Palo Alto Peace Officers’ Association (PAPOA), Palo Alto Police Management Association (PMA), International Association of Fire Fighters (IAFF) local 1319, Palo Alto Fire Chiefs’ Association (FCA);
Authority: Government Code Section 54957.6 (a)
AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (7:00 ‐ 7:30 PM)
Members of the public may speak in‐person ONLY to any item NOT on the agenda. 1‐3 minutes depending on number of speakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:30 ‐ 7:35 PM) Members of the public may not speak to the item(s).

STUDY SESSION (7:35 ‐ 8:35 PM)

2. Review Draft Safe Streets For All (SS4A) Safety Action Plan; CEQA status – not a project.

CONSENT CALENDAR (8:35 ‐ 8:40 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

3. Approval of Minutes from February 18, 2025 Meeting

4. Approval of Contract Amendment Number 3 to Contract Number S17167826 with NEOGOV, in the Amount of $87,700 to Extend Onboarding Recruitment Software as a Service Subscription for an Additional Year for a Revised Total not‐to‐exceed Amount of $499,022 Over 9 Years. CEQA Status ‐ exempt.

5. Approval of Purchase Order C25190365 with Kone, Inc. in the Not To Exceed Amount of $672,686 for Elevator, Chairlift, and Platform Lift Maintenance, Repair, Testing, and Related Services for Five Years; CEQA Status – Categorically Exempt under Sections 15301 and 15302

6. Approval of a Purchase Order with Professional Sales and Service, L.C. in the Not‐to‐ Exceed Amount of $429,213, Including an Approximate 5% Contingency in the Amount of $20,439 for Unforeseen Price Increases, for the Purchase of a 2024 Chevrolet G4500 Type III Ambulance Utilizing a Cooperative Purchase Agreement, Funded by Capital Improvement Program Project VR‐23000;

7. Approval of Two Professional Services Agreements, C25193332 and C25193333 with EPI‐ USE America to Implement Identity Access Governance (IAG) Solutions, SAP Signavio/LeanIX, SAP Governance, Risk, Compliance (GRC) for a Total Not‐To‐Exceed Amount of $289,080, for a Period of One Year; CEQA Status ‐ Not a Project.

8. Adoption of a Resolution Vacating an Easement at 318 Ferne Avenue and 4120 Mackay Drive; CEQA Status– Exempt under Cal. Code Regs. Tit. 14, section 15305 CITY MANAGER COMMENTS (8:40 ‐ 8:55 PM)
BREAK (15 MINUTES)
ACTION ITEMS (9:10 ‐ 10:30 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.

9. FIRST READING: Adoption of an Ordinance Amending Palo Alto Municipal Code Title 18 (Zoning) to Modify the Housing Incentive Program, Affordable Housing Incentive Program, and Retail Preservation Ordinance (Housing Element Programs 3.3A, B, and D;

3.4A‐D; and 6.2A). CEQA Status ‐‐ Addendum to the Comprehensive Plan Environmental Impact Report (EIR), adopted December 18, 2023 (SCH #2014052101).

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

10. Sales Tax Digest Q3 (Jul‐Sept) 2024
OTHER INFORMATION
Standing Committee Meetings this week
Finance Committee March 4, 2025
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.

1. Written public comments may be submitted by email to [email protected].

2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.

3. Spoken public comments for agendized items using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.

You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.

You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.

When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.

When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.

4. Spoken public comments for agendized items using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.

CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.

California Government Code §84308 , commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments.

1 March 03, 2025
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.

CALL TO ORDER
CLOSED SESSION (5:30 ‐ 7:00 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:30 ‐ 7:35 PM) Members of the public may not speak to the item(s).

STUDY SESSION (7:35 ‐ 8:35 PM)

2. Review Draft Safe Streets For All (SS4A) Safety Action Plan; CEQA status – not a project.

CONSENT CALENDAR (8:35 ‐ 8:40 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

3. Approval of Minutes from February 18, 2025 Meeting

3.4A‐D; and 6.2A). CEQA Status ‐‐ Addendum to the Comprehensive Plan Environmental Impact Report (EIR), adopted December 18, 2023 (SCH #2014052101).

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

1. Written public comments may be submitted by email to [email protected].

2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.

You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.

When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.

When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.

2 March 03, 2025
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.

CALL TO ORDER
CLOSED SESSION (5:30 ‐ 7:00 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:30 ‐ 7:35 PM) Members of the public may not speak to the item(s).

STUDY SESSION (7:35 ‐ 8:35 PM)

2. Review Draft Safe Streets For All (SS4A) Safety Action Plan; CEQA status – not a project.

CONSENT CALENDAR (8:35 ‐ 8:40 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

3. Approval of Minutes from February 18, 2025 Meeting

3.4A‐D; and 6.2A). CEQA Status ‐‐ Addendum to the Comprehensive Plan Environmental Impact Report (EIR), adopted December 18, 2023 (SCH #2014052101).

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

1. Written public comments may be submitted by email to [email protected].

2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.

You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.

When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.

When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.

3 March 03, 2025
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.

CALL TO ORDER
CLOSED SESSION (5:30 ‐ 7:00 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:30 ‐ 7:35 PM) Members of the public may not speak to the item(s).

STUDY SESSION (7:35 ‐ 8:35 PM)

2. Review Draft Safe Streets For All (SS4A) Safety Action Plan; CEQA status – not a project.

CONSENT CALENDAR (8:35 ‐ 8:40 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

3. Approval of Minutes from February 18, 2025 Meeting

3.4A‐D; and 6.2A). CEQA Status ‐‐ Addendum to the Comprehensive Plan Environmental Impact Report (EIR), adopted December 18, 2023 (SCH #2014052101).

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

1. Written public comments may be submitted by email to [email protected].

2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.

You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.

When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.

When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.

4 March 03, 2025
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.

CALL TO ORDER
CLOSED SESSION (5:30 ‐ 7:00 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:30 ‐ 7:35 PM) Members of the public may not speak to the item(s).

STUDY SESSION (7:35 ‐ 8:35 PM)

2. Review Draft Safe Streets For All (SS4A) Safety Action Plan; CEQA status – not a project.

CONSENT CALENDAR (8:35 ‐ 8:40 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

3. Approval of Minutes from February 18, 2025 Meeting

3.4A‐D; and 6.2A). CEQA Status ‐‐ Addendum to the Comprehensive Plan Environmental Impact Report (EIR), adopted December 18, 2023 (SCH #2014052101).

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

1. Written public comments may be submitted by email to [email protected].

2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.

You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.

When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.

When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.

5 March 03, 2025
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.

CALL TO ORDER
CLOSED SESSION (5:30 ‐ 7:00 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:30 ‐ 7:35 PM) Members of the public may not speak to the item(s).

STUDY SESSION (7:35 ‐ 8:35 PM)

2. Review Draft Safe Streets For All (SS4A) Safety Action Plan; CEQA status – not a project.

CONSENT CALENDAR (8:35 ‐ 8:40 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

3. Approval of Minutes from February 18, 2025 Meeting

3.4A‐D; and 6.2A). CEQA Status ‐‐ Addendum to the Comprehensive Plan Environmental Impact Report (EIR), adopted December 18, 2023 (SCH #2014052101).

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

1. Written public comments may be submitted by email to [email protected].

2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.

You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.

When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.

When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.

6 March 03, 2025
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.

City Council
Staff Report
From: City Manager
Report Type: STUDY SESSION
Lead Department: Transportation
Meeting Date: March 3, 2025
Report #:2409-3522
TITLE
Review Draft Safe Streets for All (SS4A) Safety Action Plan; CEQA status – not a project.

RECOMMENDATION
Review and provide feedback on the Draft Safe Streets for All (SS4A) Safety Action Plan and Resolution.

EXECUTIVE SUMMARY
This report presents the draft Safe Streets for All (“SS4A”) Safety Action Plan and requests feedback on the plan and associated resolution. The Safe System Approach is described below, including future tradeoff considerations that come from the shift to the new roadway safety approach.

BACKGROUND
In late 2023, the City of Palo Alto and its consultant, Fehr & Peers, began the Safe Streets for All (SS4A) Safety Action Plan. Council received two prior informational reports about the SS4A Safety Action Plan; the first introduced the plan and provided background on the Safe System Approach while the second provided an overview of the collision analysis and stakeholder engagement.1
The primary goal of this planning effort is to identify proactive, citywide opportunities across the Safe System elements (safe users, safe speeds, safe roads, safe vehicles, and post-crash care) to improve safety for all road users in support of the Vision Zero goal of reducing roadway fatalities and serious injuries by 2035, 2040, or another target year to be adopted by the Council.
1 City Council, November 27, 2023; Agenda Item #18 , SR #2309-2039, https://cityofpaloalto.primegov.com/api/compilemeetingattachmenthistory/historyattachment/?historyId=36025 c95-52b1-4da0-bc8b-fad9df86f7e8 and City Council, April 29, 2024; Agenda Item #3, SR #2404-2839, https://cityofpaloalto.primegov.com/api/compilemeetingattachmenthistory/historyattachment/?historyId=79d7c 1d2-b1a1-4eb9-acca-039fab914f74
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This Plan complies with the Federal Highway Administration (FHWA)’s SS4A requirements for a safety action plan2 and will make Palo Alto eligible for implementation funding from the annual $1 billion Safe Streets for All federal funding program as well as other state grants that require such a plan.

ANALYSIS
Safe System Approach
The Safe System Approach is the USDOT’s
recommended framework to reach zero
fatalities and serious injuries on US roadways.3
The major tenants of the Safe System
Approach are – death and serious injury is
unacceptable, humans make mistakes, humans
are vulnerable, responsibility is shared, safety
is proactive, and redundancy is crucial. The
Safe System Approach highlights the need for
the commitment and leadership by City
leaders, City staff, and the community to align
policies and create a physical environment that
accommodates the reality that humans make
mistakes and crashes happen, but none have
to lead to a death or serious injury. Communities following the Safe System Approach are also advised to adopt the FHWA Safe System Roadway Design Hierarchy, which focuses on managing speeds to community context and then separating users in space and time.4 FHWA has also provided alignment tools for adopting communities to use to assess how projects and policies should be adjusted to be consistent with the Safe System framework.5 This Plan reflects these recommended practices.
2 US Department of Transportation, SS4A Action Plan Components, https://www.transportation.gov/sites/dot.gov/files/2022-06/SS4A_Action_Plan_Components.pdf 3 US Department of Transportation, National Roadway Safety Strategy, https://www.transportation.gov/sites/dot.gov/files/2022-02/USDOT-National-Roadway-Safety-Strategy.pdf 4 US Department of Transportation & Federal Highway Administration, Safe System Roadway Design Hierarchy, https://highways.dot.gov/sites/fhwa.dot.gov/files/2024-01/Safe_System_Roadway_Design_Hierarchy.pdf 5 Federal Highway Administration, Safe System Project-Based Alignment Framework, https://highways.dot.gov/safety/zero-deaths/safe-system-project-based-alignment-framework, and Federal Highway Administration, Safe System Policy-Based Alignment Framework, https://highways.dot.gov/safety/zero- deaths/safe-system-policy-based-alignment-framework
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Tradeoff Considerations
Following the Safe System Approach and prioritizing multimodal safety and accessibility in Palo Alto represents a paradigm shift in how transportation decisions will be made in the City. The policies, programs, and procedures recommended in this Plan are more proactive and systemic in nature, and the tradeoff decisions associated with project prioritization and design will reflect the City’s commitment to reducing safety risk factors in the transportation system.

Program level strategies include:
•Developing a citywide speed management approach and prioritizing interventions to reduce speed in locations with vulnerable road users
oThis could streamline project implementation and focus community engagement on speed reduction treatments and non-safety based decisions. oThis could lead to additional delay for single occupant vehicles traveling in Palo Alto due to traffic calming strategies applied.
•Developing default tools for separating users in space and time based on the volume, speed, and configuration of the roadway
oThis could streamline project implementation and focus community engagement on speed reduction treatments and non-safety based decisions. oThis could lead to a reallocation of vehicle travel lanes and/or on-street parking to active transportation facilities.
•Prioritizing safety in all roadway projects planned, funded, and built in the city, including routine maintenance efforts
oThis could lead to auditing and eliminating or re-envisioning projects that add new safety risk to the system.
•Considering safety upstream, with a focus on land use planning, accessibility to key services, transportation demand management, and partnerships with transit providers oThe City’s Housing Element and transit services within the City will be seen as safety focus areas for staff, following a public health-based, population-scale approach.6
When these efforts are collaborative and proactive, and especially when they lean on emerging technologies and clear goals and performance metrics, they will allow staff to identify challenges and look for win-win solutions. In other communities, challenges arising late in the process have included concerns regarding emergency vehicles and evacuation, as well as ample and transparent access to project and planning processes and tradeoff decision-making bases.

Additionally, communities have faced challenges aligning efforts with the Safe System Approach when they have commitment statements in a Safety Plan but have not accompanied this with sufficient efforts to institutionalize the commitment and reduce barriers to adoption. This staff 6 Thinking & Acting Differently for Vision Zero: Applying the Health Impact Pyramid to Roadway Safety, https://visionzeronetwork.org/applying-the-health-impact-pyramid-to-roadway-safety/ Item 2
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report, in particular, seeks to provide the transparency on how this Plan will shift staff priorities, focus areas, and the decision-making processes. The public review and community engagement efforts for this draft Plan offer the opportunity to influence the tradeoff process that the final Plan will direct staff to follow.

Draft Safety Action Plan Public Review
The Draft Safety Action Plan was published on the City’s website on December 13, 2024. Staff distributed information about the Draft Plan through the City’s project website and citywide communication channels. Public comments will be accepted via the project website through February 14, 2025.7
Next Steps
The Palo Alto Safety Action Plan will return to Council for adoption in Spring 2025. For consistency with Federal funding requirements from the SS4A Self-Certification Eligibility Worksheet8, staff intend to recommend a resolution that contains a policy that commits to eliminating traffic deaths and serious injuries by a specific date. The draft resolution can be found on page 3 of the draft plan.

When the project was first brought to the City/School Transportation Safety Committee, Pedestrian and Bicycle Advisory Committee, and the Planning and Transportation Commission, collectively referred to here as BCCs (board, committees, and commissions) and shared with Council via informational reports, the zero-goal year was identified as 2030. Discussions with stakeholders and City staff identified that more time is needed to align internal processes and protocols and implement safety projects. This starts with more systematically addressing key risk factors and barriers to safety that exist in Palo Alto and fortifying the City’s commitment to make design, maintenance, and operation decisions in alignment with the Safe System Approach. With the policy, planning, design, and implementation needed to create a roadway system that is self-enforcing and proactively reduces speeds, staff recommends that the BCCs and Council identify a zero-goal year of 2035 or 2040 with the final Plan adoption.

Once feedback is consolidated from the community, BCCs and Council, staff and the City’s consultants will update the Draft Plan and resolution and bring them back to City Council for final review and adoption.

FISCAL/RESOURCE IMPACT
On June 19, 2023, to fund the development of the Safety Action Plan, Council approved CMR 2305-1525, the funding agreement with FHWA and related budget amendments to the Fiscal 7 Safe Streets for All (SS4A) Safety Action Plan website, https://www.cityofpaloalto.org/Departments/Transportation/Transportation-Projects/Safety-Action-Plan 8 Safe Streets for All (SS4A) Self-Certification Eligibility Worksheet, https://www.transportation.gov/sites/dot.gov/files/2024-02/SS4A-FY24-Self-Certification-Worksheet.pdf Item 2
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Year 2024 Adopted Capital Budget for the Transportation and Parking Improvements Project (PL-12000) to increase both revenue and expense appropriation by $160,000 to reflect the grant revenue and project cost. As explained in CMR 2305-1525, an additional $40,000 in project cost, which is the 20% City match portion required in the funding agreement, will be absorbed by existing appropriation within the same project (PL-12000) as a part of the FY2024 Adopted Capital Budget, with no additional budgetary action required. To date, there has been no indication that federal funding for the Safe Streets and Roads for All program will be reduced.

STAKEHOLDER ENGAGEMENT
Community Engagement for Plan Development
Chapter 2 of the draft plan details the community engagement conducted. Since Fall 2023, engagement opportunities included an online survey, an interactive web-based map, and tables at Bike Palo Alto and the May Fete Fair. For each phase of outreach, the project team met with various boards, committees, and commissions (BCCs), including the City/School Transportation Safety Committee (CSTSC), the Pedestrian and Bicycle Advisory Committee (PABAC), and the Planning and Transportation Commission (PTC). In addition, the Human Relations Commission (HRC) received a presentation on the draft plan at their January 9, 2025, meeting. As noted in the Background section, informational reports sharing interim deliverables and summarizing committee feedback were provided to Council for each phase of the project. Committee feedback on the Draft Safety Action Plan can be found in Attachment B.

Staff have noted a few consistent comments about omissions in the plan and will make the following changes to the Draft Safety Action Plan:
•Safe Routes to School (SRTS) education and encouragement programs will be detailed further in the plan.
•The Safe System Pyramid in the plan will be modified to reflect Palo Alto’s SRTS work more accurately.
•The City’s forthcoming San Antonio Area Plan will be included in the plan.

Safety Action Plan Task Force
Ongoing stakeholder engagement is required for the implementation of the Safety Action Plan.

Rather than create a new body to oversee plan implementation, staff propose to use existing BCCs staffed by the Office of Transportation: the City/School Transportation Safety Committee, the Pedestrian and Bicycle Advisory Committee, and the Planning and Transportation Commission. Plan progress and collision data would be shared with the three bodies that would make recommendations to the City Council about Plan activities.

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ENVIRONMENTAL REVIEW
This study session is not a project as defined by CEQA because it does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. CEQA Guidelines section 15061(b)(3).

ATTACHMENTS
Attachment A: Draft Palo Alto Safety Action Plan
Attachment B: Summary of BCC Feedback

APPROVED BY
Lily Lim-Tsao, Interim Chief Transportation Official
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Attachment A
The Safe Streets for All Safety Action Plan can be viewed at this link:
https://www.cityofpaloalto.org/files/assets/public/v/1/transportation/projects/ss4a-safety- action-plan/palo-alto_public-draft-safety-action-plan-121624.pdf Item 2
Attachment A - Draft Palo
Alto Safety Action Plan

Item 2: Staff Report
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Attachment B
Summary of Standing Committee Feedback
on the Draft SS4A Safety Action Plan

Pedestrian and Bicycle Advisory Committee (January 7)
- Comments around goal year
o 2040 goal is unrealistic.
o 2035 goal is hard but feasible.
o Plan goal should align with Caltrans’ 2050 target year with a 20% reduction every 5 years.
o Zero is impossible, goal should be a reduction of a certain percentage. - The safety focus areas are appropriate.
- Include a reference to San Antonio Road’s forthcoming Area Plan - The Plan needs to be a joint plan of OOT, PW, and PD. - How will PD enforce speed laws?
- The systemic analysis, construction management plan, and other proactive programs are appreciated.
- Support was expressed for speed reduction and countermeasures toolbox. - Zoning changes are not consistent with place-making in City. Housing will be added to San Antonio Rd and El Camino Real (ECR) which are on the High Injury Network.

How can we make it easier to live without a car for those future residents, some of whom will be low-income?
- Request for more bicycle safety education for adults and children.

Human Relations Commission (January 9)
- Support for 2035 target year
- School safety
o Identify key intersections near schools.
o Concerns were expressed around students biking to school. o Prioritize traffic calming near schools.
o Concerns were expressed about biking near ECR as parking is confusing near an intersection, and it’s unclear who has the right of way

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Attachment B - Summary
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City/School Transportation Safety Committee (January 23) - Daylighting and pedestrian safety: How is City responding to AB 413? - Storytelling is needed around SRTS education program
o Note: An update to Safe System Pyramid was made prior to this meeting (but after Draft Plan publishing) to remove education and change it to Awareness Measures. This update will be reﬂected in the Final Draft.

Planning and Transportation Commission (January 29)
- Comments around goal year
o 2040: Allows City to collaborate – It will take a lot of resources (time and funds) to be consistent with SSA and implement infrastructure. o 2035 or sooner: Death and fatalities are unacceptable. Urgency is needed.

Most commissioners requested 2035.
o Assume that all the City’s projects are working towards zero deaths and fatalities – What does the different in goal years actually mean?  Biggest change is focus on creating resources for safety-related projects, plans, and policies
 City’s projects are currently more reactive, policies are conﬂicting and need to be rectiﬁed. Policies need to be cleaned up regularly - There was understanding that VMT reduction is a safety strategy: Look at both local and regional VMT. City land use choices reduce VMT.
- High Injury Network (HIN): Alma and Middleﬁeld look to have a similar number of collisions, why was the entirety of Alma not included?
o Note: Designation was based on scoring of collision types and where the collisions occurred. Portions of Alma near the downtown are included as part of the HIN.
- Include reference to San Antonio Road’s forthcoming Area Plan. - Identify how the City will implement the plan and allocate funding for monitoring - Data collection: The plan uses historical data, but police reports are received weekly. How can the community receive timely data?
- There are too many references to FHWA that will not resonate with public. - Education and encouragement need to be detailed further in the Safety Action Plan - PTC requests OOT to engage more regularly to champion changes requested in the Safety Action Plan
- Safe System Pyramid and funding ﬁgures are difficult to understand.

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- Appreciates emphasis on speed management. City will need to consider how this affects parallel routes.
- Concern that other priorities besides safety are not ignored, like education. - Support was expressed for Impact Review Updates, Rapid Response Team, and Quick-Build Program.
- The tone of the plan is not action-oriented. Add more action-oriented content to the front/main part of the document.
- Plan should include more about Palo Alto’s track record in getting people out of cars.
- Guidelines are needed for other departments.
- Need more police to enforce traffic laws.
- Fix the equity map. The shades of blue are not distinguishable. Page 46.

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City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: March 3, 2025
Report #:2502-4184
TITLE
Approval of Minutes from February 18, 2025 Meeting

RECOMMENDATION
That the minutes be reviewed and approved.

ATTACHMENTS
Attachment A - February 18, 2025 Draft Action Minutes
APPROVED BY:

Mahealani Ah Yun
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CITY COUNCIL

DRAFT ACTION MINUTES

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Special Meeting
February 18, 2025
The City Council of the City of Palo Alto met on this date at Mitchell Park Community Center and by virtual teleconference at 5:30 P.M.

Present In Person: Burt, Lauing, Lu, Lythcott-Haims, Reckdahl, Veenker Present Remotely:

Absent: Stone
Call to Order

Cubberley Visioning Workshop Session Action Items

1. City Council discussion and possible action on an overall vision for the Cubberley master plan.

NO ACTION
Vision State ment: A vibrant and beloved destination with activities, amenities, and offerings that promote learning, joy, and wellbeing where all cultures and generations belong.

Adjournment: The meeting was adjourned at 8:01 P.M.

ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC)

2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section

2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website.

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Attachment A - February
18, 2025 Draft Action
Minutes

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: March 3, 2025
Report #:2501-4024
TITLE
Approval of Contract Amendment Number 3 to Contract Number S17167826 with NEOGOV, in the Amount of $87,700 to Extend Onboarding Recruitment Software as a Service Subscription for an Additional Year for a Revised Total not-to-exceed Amount of $499,022 Over 9 Years.

CEQA Status - exempt.

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to execute Amendment No. 3 to Contract No. S17167826 with NEOGOV (Attachment A) to extend onboarding recruitment software as a service subscription in an amount not to exceed for $87,700 for an additional year. This amendment results in a revised total not-to-exceed amount of $499,022.

BACKGROUND
The City of Palo Alto Human Resources (HR) department currently utilizes NEOGOV, a cloud- based HR software platform, to manage recruitment, onboarding, and performance evaluations. The original Contract No. S17167826 was executed on April 9, 2017, with a sole source justification under Contract No. S14152589, for a total not-to-exceed (NTE) value of $87,964.26 over three years. Subsequent amendments were made to extend the contract and enhance its services:
•Amendment No. 1 (June 1, 2020): Extended the term to April 8, 2022, added onboarding and API services, and increased the NTE amount to $161,440. •Amendment No. 2 (April 9, 2022): Extended the contract to June 30, 2025, added new modules, and increased the NTE amount to $411,322.

The software's functionalities include job application tracking, onboarding, and reporting with data analytics. These features are critical to ensuring continuity in HR processes and supporting the City’s recruitment and retention objectives.

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ANALYSIS
To maintain uninterrupted HR operations, staff recommends extending the NEOGOV contract for an additional year. This extension will provide sufficient time to complete a comprehensive Request for Proposals (RFP) process to evaluate and transition to a new software solution, if needed. The RFP was posted on February 7, 2025, with the intent to award in May 2025 and present to Council in August 2025. If a new solution is selected, implementation will start in September 2025 and is anticipated to go live in March/April 2026.

The current contract expires on June 30, 2025, and the proposed Amendment No. 3 would extend the term to June 30, 2026. The additional year serves as a contingency to ensure a smooth and efficient transition, allowing the department to carefully implement a new system, if selected. By extending the contract, the City avoids potential costs and operational inefficiencies that could arise from prematurely transitioning to a new platform. This approach ensures HR processes remain fully functional and supports the City’s recruitment and onboarding needs during the transition period.

The extension aligns with Palo Alto Municipal Code (PAMC) Section 2.30.360(b), which permits exemptions to competitive solicitation when it provides fiscal, operational, or sourcing benefits.

In this case, the extension secures the continuity of critical HR functions while enabling a well- planned and cost-effective transition strategy.

FISCAL/RESOURCE IMPACT
Funding this purchase order in FY 2025 in the amount of $87,700 is within budgeted levels adopted by the City Council in the Information Technology Department, no additional funding is requested.

The Information Technology (IT) Department is funded by an Internal Service Fund (ISF) that allocates costs to other funds across the City to provide technology-related services to other City departments and funds. Approximately 45% of the services provided are for the General Fund with the remaining 55% for other funds such as enterprise, special revenue, and other internal service funds.

STAKEHOLDER ENGAGEMENT
The services were coordinated with internal stakeholders and the service provider.

ENVIRONMENTAL REVIEW
The approval of these contracts is exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15061(c)(3) because it can be seen that there is no possibility that the activity in question may have a significant effect on the environment.

ATTACHMENTS
Attachment A: NEOGOV Contract S17167826, Amendment No. 3 APPROVED BY: Darren Numoto, Chief Information Officer
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AMENDMENT NO. 3 TO CONTRACT NO. S17167826

BETWEEN THE CITY OF PALO ALTO AND
GOVERNMENTJOBS.COM, INC. dba NEOGOV

This Amendment No. 3 (this “Amendment”) to Contract No. S17167826 (the “Contract” as defined below) is entered into as of March 17, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and GOVERNMENTJOBS.COM, INC. dba NEOGOV, a California corporation, located at 222 N. Sepulveda Blvd., Suite 2000, El Segundo, CA 90245 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of onboarding recruitment software as service subscription, as detailed therein.

B. The Parties now wish to amend the Contract in order to extend the term for an additional 12-month, expiration date changing from June 30, 2025 to June 30 , 2026; increase compensation by Eighty Seven Thousand Six Hundred Ninety Nine Dollars and Sixty One Cents ($87,699.61), changing total not to exceed compensation from Four Hundred Eleven Thousand Three Hundred Twenty Two Dollars and Seventeen Cents ($411,3 22.17) to a new total of Four Hundred Ninety Nine Thousand Twenty One Dollars and Seventy Eight Cents ($499,021.78).

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” shall mean C ontract No. S17167826 between CONSULTANT and CITY, dated April 9, 2017, as amended by:

Amendment No.1, dated June 1, 2020
Amendment No.2, dated April 9, 2022

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 3, “TERM.” of the Contract is hereby amended to read as follows:

“The term of this Agreement is from April 9, 2017 to June 30, 2026 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.” Docusign Envelope ID: 943FA19C-FACD-4E5A-B46A-07D590E8F3B1 Item 4
Attachment A - NEOGOV
Contract S17167826,
Amendment No. 3

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SECTION 3. Section 5, “COMPENSATION FOR ORIGINAL TERM.” of the Contract is hereby amended to read as follows:

“CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:

A sum calculated in accordance with the fee schedule set forth at Exhibit C (Compensation), not to exceed a total maximum compensation amount of Four Hundred Ninety Nine Thousand Twenty One Dollars and Seventy Eight Cents ($499,021.78). CONTRACTOR agrees t hat it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.”

SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:

a. Exhibit “ B” entitled “ SCHEDULE OF PERFORMANCE” , ADDED, REPLACES PREVIOUS.

b. Exhibit “C” entitled “COMPENSATION”, ADDED, REPLACES PREVIOUS.

SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 6 . Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

Docusign Envelope ID: 943FA19C-FACD-4E5A-B46A-07D590E8F3B1 Item 4
Attachment A - NEOGOV
Contract S17167826,
Amendment No. 3

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SIGNATURES OF THE PARTIES

IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or Designee

GOVERNMENTJOBS.COM, INC. dba
NEOGOV

Officer 1

By:

Name:

Title:

Officer 2 (Required for Corp. or LLC)

By:

Name:

Title:

Attachments:
 EXHIBIT B - SCHEDULE OF PERFORMANCES, AMENDMENT NO.3 (AMENDED, REPLACES

PREVIOUS)
 EXHIBIT C - COMPENSATION, AMENDMENT NO.3, (AMENDED, REPLACES PREVIOUS) Docusign Envelope ID: 943FA19C-FACD-4E5A-B46A-07D590E8F3B1 Sandy Miranda
Chief Customer Officer
COO
Aaron Coleman
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Attachment A - NEOGOV
Contract S17167826,
Amendment No. 3

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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO.3
(AMENDED, REPLACES PREVIOUS)

CONTRACTOR shall provide the Services detailed in Exhibit A (Scope of Services) during the periods specified as follows:

Services to Be Provided During the Period Covering:

Onboard Software License 04/09/2017 – 04/08/2020
API License 04/09/2017 – 04/08/2020
Insight Enterprise Software License 04/09/2017 – 04/08/2020 Governmentjobs.com Subscription 04/09/2017 – 04/08/2020

Services to Be Provided During the Period Covering, Amendment No.1:

Onboard Software License 04/09/2020 – 04/08/2022
API License 04/09/2020 – 04/08/2022
Insight Enterprise Software License 04/09/2020 – 04/08/2022 Governmentjobs.com Subscription 04/09/2020 – 04/08/2022 Background Check 12/13/2019 – 04/08/2022
Candidate Text Messaging 01/09/2020 – 04/08/2022

Services to Be Provided During the Period Covering, Amendment No.2:

Onboard Software License 04/09/2022 – 06/30/2025
API License 04/09/2022 – 06/30/2025
Insight Enterprise Software License 04/09/2022 – 06/30/2025 Governmentjobs.com Subscription 04/09/2022 – 06/30/2025 Background Check 04/09/2022 – 06/30/2025
Candidate Text Messaging 04/09/2022 – 06/30/2025
Perform Subscription 11/01/2022 – 06/30/2025
Employee Integration Subscription 11/01/2022 – 06/30/2025 Professional Services
–Perform Implementation and Training
–Employee Import Setup
–Single Sign On Setup
- Position Import Setup
11/01/2022 – 06/30/2025
Single Sign-on (SSO) 11/01/2022 – 06/30/2025
Position Import Subscription 11/01/2022 – 06/30/2025

Docusign Envelope ID: 943FA19C-FACD-4E5A-B46A-07D590E8F3B1 Item 4
Attachment A - NEOGOV
Contract S17167826,
Amendment No. 3

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Services to Be Provided During the Period Covering, Amendment No.3:

Onboard Software License 07/01/2025 – 06/30/2026
API License 07/01/2025 – 06/30/2026
Insight Subscription 07/01/2025 – 06/30/2026
Governmentjobs.com Subscription 07/01/2025 – 06/30/2026 Customer Background Check
Integration
07/01/2025 – 06/30/2026
Candidate Text Messaging 07/01/2025 – 06/30/2026
Perform Subscription 07/01/2025 – 06/30/2026
Employee Import Subscription 07/01/2025 – 06/30/2026
Single Sign-on (SSO) 07/01/2025 – 06/30/2026
Position Import Subscription 07/01/2025 – 06/30/2026

Docusign Envelope ID: 943FA19C-FACD-4E5A-B46A-07D590E8F3B1 Item 4
Attachment A - NEOGOV
Contract S17167826,
Amendment No. 3

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EXHIBIT C
COMPENSATION, AMENDMENT NO.3
(AMENDED, REPLACES PREVIOUS)

CITY shall compensate CONTRACTOR for performance of the Services according to the following fee schedules for the applicable time period, with the maximum amount of compensation not to exceed the amount stated in Sections 5 of this Agreement. Any Services provided for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. The parties understand and agree that the fees payable to the CONTRACTOR under this Agreement are provided in the fee schedules below and that there are no per-user fees under this Agreement.

Schedule of Fees for the Period Covering: 04/09/2017 – 04/08/2020

ITEM 3-Year Total License Cost
Insight Enterprise $38,755.26
Onboard Software License $42,300.00
API License $1,410.00
Governmentjobs.com
Subscription $5,499.00
Total $87,964.26 (Paid in full)

Schedule of Fees for the Period Covering (Amendment No.1): 4/9/2020 – 4/8/2022

ITEM 4/9/20 -
4/8/21
4/9/21 -
4/8/22

Insight $14,430.15 $15,151.66
Onboard $15,750.00 $16,537.50
Onboard API $500.00 $500.00
Governmentjobs.com $2,047.50 $2,149.88
Background Check $2,000.00 $2,000.00
Candidate Text
Messaging
$1,175.00 $1,233.75 Total

Total

$35,902.65

$37,572.79

$73,475.44
(Paid in full)
Docusign Envelope ID: 943FA19C-FACD-4E5A-B46A-07D590E8F3B1 Item 4
Attachment A - NEOGOV
Contract S17167826,
Amendment No. 3

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Schedule of Fees for the Period Covering (Amendment No.2): 4/9/2022 – 6/30/2025

ITEM 4/9/2022 -
6/30/2022
7/1/2022 –
6/30/2023
11/1/22 -
6/30/23
7/1/2023 –
6/30/2024
7/1/2024 –
6/30/2025

Insight $3,617.72 $15,909.24 $16,704.70 $17,539.94
Onboard $3,948.61 $17,364.38 $18,232.60 $19,144.23
Onboard API $119.38 $525.00 $551.25 $578.81
Governmentjobs.com $513.32 $2,257.37 $2,370.24 $2,488.75 Background Check $477.53 $2,100.00 $2,205.00 $2,315.25 Candidate Text $294.58 $1,295.44 $1,360.21 $1,428.22
Messaging
Perform Subscription -- -- $10,135.16 $30,573.00 $32,101.65 Employee Import -- -- $1,044.25 $3,150.00 $3,307.50
Subscription
Professional Services:
• Perform
Implementation &
Training
• Employee Import
Setup
• Position Import
Setup
• Single Sign On
Setup

$8,000.00

-
-

-
-
-- --
$6,300.00
-
-
-
-
-- --
$6,300.00
-
-
-
-
-- -- -
-
-
-
$3,000.00
Single Sign-On (SSO) -- -- $713.74 $2153.00 $2,260.65
Position Import
Subscription
-- -- $1,044.25 $3,150.00 $3,307.50 GRAND TOTAL
TOTALS $8,971.14 $39,451.43 $36,537.40 $80,450.00 $84,472.50 $249,882.47

Schedule of Fees for the Period Covering (Amendment No.3): 7/1/2025 – 6/30/2026

ITEM Quantity
(Employee
Based)
7/1/2025 –
6/30/2026

Insight Subscription 1,400 $18,943.14
Docusign Envelope ID: 943FA19C-FACD-4E5A-B46A-07D590E8F3B1 Item 4
Attachment A - NEOGOV
Contract S17167826,
Amendment No. 3

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Onboard Subscription 1,400 $20,388.60
Onboard API 1 $616.43
Governmentjobs.com
Subscription
1,400 $2,737.63
Background Check 1 $2,465.74
Candidate Text 1,400 $1,571.04
Messaging Subscription
Perform Subscription 1,111 $32,101.59
Employee Import 1,111 $3,307.34
Subscription
Single Sign-On (SSO) 1,111 $2,260.65
Position Import
Subscription
1,111 $3,307.34 GRAND
TOTAL
TOTALS $87,699.61

Total not-to-exceed amount of the Agreement:

For the Period Covering: 04/09/2017 – 04/08/2020: $ 87,964.26 (Paid in full) For the Period Covering: 04/09/2020 – 04/08/2022: $ 73,475.44 (Paid in full) For the Period Covering: 04/09/2022 – 06/30/2025: $ 249,882.47 (Paid in full) For the Period Covering: 07/01/2025 – 06/30/2026: $ 87,699.61

Total not-to-exceed: $ 499,021.78

Docusign Envelope ID: 943FA19C-FACD-4E5A-B46A-07D590E8F3B1 Item 4
Attachment A - NEOGOV
Contract S17167826,
Amendment No. 3

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: March 3, 2025
Report #:2410-3570
TITLE
Approval of Purchase Order C25190365 with Kone, Inc. in the Not To Exceed Amount of $672,686 for Elevator, Chairlift, and Platform Lift Maintenance, Repair, Testing, and Related Services for Five Years; CEQA Status – Categorically Exempt under Sections 15301 and 15302

RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to approve Purchase Order C25190365 with Kone, Inc. for elevator, chairlift, and platform lift maintenance, repair, testing, and related services for a five-year contract term in the not-to- exceed amount of $672,686, which includes $372,686 for basic maintenance services and $300,000 for repairs, upgrades, parts due to misuse, vandalism, and other unforeseen circumstances not covered by the maintenance agreement for a five year term.

BACKGROUND
There are seventeen passenger elevators, one chair lift, and one dumb waiter located within City buildings. The California Division of Occupational Safety and Health (Cal/OSHA) Elevator Section regulates all elevators in the State of California. The Section recommends standards, regulations, and amendments to the California Elevator Rules as outlined in the Labor Code Section 7300–7324.2 and Title 8 subchapter 6: Elevator Safety Orders. These Safety Orders mandate periodic maintenance and inspections to ensure the safety of the riding public and elevator workers.

The City executed contract S16159873 with Kone, Inc with the term of July 1, 2015 through June 30, 2018, utilizing Omnia Cooperative Agreement, formerly US Communities. The City executed contract S19172537 with Kone, Inc with the term of July 1, 2018 to March 31, 2019 while staff attempted to process another US Communities cooperative agreement.

Unfortunately, legal teams for the City and Kone were unable to agree on contract language after several months of negotiations. COVID further hindered finalizing a contract. This new cooperative purchasing agreement establishes a new five-year contract with Kone, Inc.

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ANALYSIS
Procurement Process
The Statement of Work # 1 (“SOW”, Attachment A) is issued pursuant to Purchasing Agreement # 2019.001564 dated October 1, 2019, between University of California, CA and Supplier, Kone, Inc. (“Agreement”)1, and Amendment No. 2 with renewal date of September 1, 2024 through August 31, 20292. Amendment No. 1 dated December 23, 2019, updates Section 4 of the Agreement regarding price increases and price decreases.3 This Agreement was established through OMNIA Partners (OMNIA). The scope of work includes contracted services for elevator, chairlift, and platform lift maintenance, repair, testing, and related services. Depending on the type of elevator this will include monthly, quarterly, and annual preventative maintenance. The scope of work also includes additional services, which include repairs, upgrades, parts due to misuse, vandalism, emergency response to entrapments, and other unforeseen circumstances not covered by the maintenance agreement.

Per Palo Alto Municipal code 2.30.360(j), the City can take advantage of cooperative purchasing agreements provided: (i) the services are solicited using methods substantially similar to those required under the Municipal Code, as determined by the Procurement Officer; and (ii) the contract is consistent with the requirements under the Municipal Code. OMNIA Partners (OMNIA) provides discounts for government entities purchasing elevator service and maintenance. The cooperative purchasing agreement contract was competitively solicited and publicly awarded through the cooperating purchasing organizations and the purchase orders are consistent with the requirements of the Municipal Code. Cooperative purchasing programs allow government organizations to use a single solicitation with the best value and favorable terms and conditions. The use of this OMNIA Partners agreement will allow for substantial saving compared to the current agreement. The City is currently paying $525 per hour for the services of a licensed elevator mechanic. The first year per hour rate for the licensed elevator mechanic using the OMNIA Partners agreement is $293.

FISCAL/RESOURCE IMPACT
The purchase order (Attachment C) recommended in this report will be funded jointly by the Public Works Department (PWD) and the Office of Transportation (OOT). Maintenance costs are determined by the elevator’s type, age, and the number of floors in the structure.

Attachment B provides a breakdown of the monthly cost for each City facility. The majority of 1 Kone General Service Cooperative Agreement for the Maintenance and Repair of Elevators 2019.00156; https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/public- services/contracts/2019001564_kone_-university-of-california-purchasing-agreement.pdf 2 Kone Amendment #2 to the General Service Cooperative Agreement for the Maintenance and Repair of Elevators 2019.00156; 2019.001564_kone-university-of-california-amendment-2-to-agreement.pdf 3 Kone Amendment #1 to the General Services Cooperative Agreement for the Maintenance and Repair of Elevators 2019.00156; 2019.001564_kone-university-of-california-amendment-1-to-agreement.pdf Item 5
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elevators requiring higher maintenance are located within public parking facilities, which fall under the OOT administration. This is reflected in a cost-sharing split where 45% of funding is provided by PWD and 55% by OOT. Funding for Year 1 of this contract is available in the Fiscal Year 2025 Adopted operating budgets of both departments. The funding for the remaining four years of the contract will be subject to appropriation of funds through the annual budget process. The total contract amount of $672,686 includes $372,686 for basic services and $300,000 for additional services for repairs, upgrades, parts due to misuse, and vandalism not covered by the maintenance agreement. The fee schedule is detailed below according to the contract terms and funding sources:

STAKEHOLDER ENGAGEMENT
Staff and the public will be notified if testing or repair work will be disruptive to their use of workspaces or parking facilities.

ENVIRONMENTAL REVIEW
This contract is categorically exempt from the California Environmental Quality Act (CEQA) under Sections 15301 of the CEQA guidelines as maintenance of an existing facility and no further environmental review is necessary.

ATTACHMENTS
Attachment A: Kone Statement of Work
Attachment B: Kone Five-Year Costs Summary
Attachment C: Kone Purchase Order C25190365
APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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Revised 7/12/17 Page 1 of 3

KONE Internal
ATTACHMENT A TO PURCHASING AGREEMENT # 2019.001564

STATEMENT OF WORK
This Statement of Work # 1 (“SOW”) is issued pursuant to Purchasing Agreement # 2019.001564 dated October 1, 2019 between UC and Supplier (“Agreement”). And Amendment #2 with renewal date of September 1st, 2024 through August 31st, 2029.

1. Term of SOW
This SOW will begin on September 1st, 2024 (“Effective Date”) and continue through June 30th, 2029. This SOW may not be renewed or otherwise amended except through a Change Order pursuant to the Change Management section below.

2. Vertical Transportation - Scope of Work Description
Below is a sample of the type of coverage that can be provided to various UC facilities. Actual Scope will be determined by individual campus or agency requirements.

ELEVATOR, ESCALATOR AND WALKWAY MAINTENANCE, REPAIR AND MODERNIZATION SERVICES AND RELATED SOLUTIONS OFFERED BY SUPPLIER.

Elevator, Escalator, Walkway, Wheelchair Lift, Platform Lift, and Dumbwaiter Maintenance: This includes the furnishing of all material, labor, supervision, tools, supplies, and other expenses necessary to provide full service and preventative maintenance services, and repairs of every description, including inspections, adjustments, test and replacement of parts as herein specified for all equipment covered under this Request for Proposal. Include the complete range of maintenance services and solutions offered by Supplier for all manufacturers' equipment to keep equipment in safe, fully operational condition. Such maintenance services are to include reliable established and documented maintenance procedures and schedules to insure reliable performance of equipment under a regularly scheduled program. This includes using a structured maintenance management program to deliver high quality service tailored to each specific unit's needs.

Equipment type, component life, equipment usage, and building environment should be taken into account by the Supplier in this scheduling system, which will be used to plan maintenance activities in advance. The Supplier is to have an established system for fully documenting maintenance procedures performed, service calls received and answered and major repairs scheduled and completed. The Supplier is to have an effective system of self-audit mechanism to insure designated tasks are completed as scheduled, with the ability to provide periodic written condition report covering each piece of equipment.

Elevator, Escalator, Walkway, Wheelchair Lift, Platform Lift and Dumbwaiter Modernization: This includes the furnishing of all material, labor, supervision, tools, supplies and other expenses necessary to provide repairs, upgrades and modernization of every description for all equipment covered under this Request for Proposal. Supplier is to offer the complete range of repairs and upgrade solutions ranging from any improvement, modification, renovation or additional equipment or features added or made to existing elevators, escalators, and walkway equipment to better the performance, safety, cosmetic appearance or to meet any new code (building or equipment) requirements, local jurisdiction requirements, insurance requirements or to repair any equipment that may need to be modified or replaced due to obsolescence, flood, fire, any damage done to equipment for any reason, part failure, misuse or age. Examples include, but are not limited to, new or update controllers for all types of equipment, new or update signal fixtures for all types of equipment, new hydraulic jack, machine or pump unit modifications or replacements, new or modifications to elevator cab interiors, new door edges, new valves, new ropes, new or modified door equipment, new or modified car door operators, new or modified hoistway doors or equipment, ADA upgrades, any code upgrades, and escalator or walkway steps or pallets, complete replacement (except for truss) and handrails.

Related Products, Services and Solutions: Additional related products, services or solutions offered by Supplier. Examples include but are not limited to the following:
• Dedicated route mechanics
• Phone Monitoring
• 24/7 Remote Monitoring services
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Statement of Work

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Revised 7/12/17 Page 2 of 3
KONE Internal
PROPOSED SCOPE OF WORK:

KONE has been selected to provide goods and services to the City of Palo Alto by virtue of having an existing contract in place with the OMNIA via the University of California Contract award under Purchasing Agreement #2019.001564. Supplier agrees to continue to provide the same services and deliverables under the existing KONE Contract #41081759 dated July 1st, 2015 with all Terms and Conditions remaining unchanged except the for the terms and conditions set forth in this Attachment A dated September 1st, 2024.

Site Name Street City Equipment Equipment
Type
2024-
2025
Monthly
Price
2025-
2026
Monthly
Price
2026-
2027
Monthly
Price
2027-
2028
Monthly
Price
2028-
2029
Monthly
Price

PALO ALTO CIVIC
CENTER
250 HAMILTON
AVENUE
PALO
ALTO
4 PASSENGER
ELEVATORS TP $ 1,214.00 $ 1,262.56 $ 1,313.06 $ 1,365.58 $ 1,420.21

BRYANT STREET
GARAGE
445 BRYANT
STREET
PALO
ALTO
2 PASSENGER
ELEVATORS TP $ 670.00 $ 696.80 $ 724.67 $ 753.66 $ 783.81

HIGH STREET
GARAGE
528 HIGH
STREET
PALO
ALTO
1 PASSENGER
ELEVATOR HP $ 165.00 $ 171.60 $ 178.46 $ 185.60 $ 193.03

WEBSTER STREET
GARAGE
520 WEBSTER
STREET
PALO
ALTO
2 PASSENGER
ELEVATORS TP $ 670.00 $ 696.80 $ 724.67 $ 753.66 $ 783.81

PALO ALTO

LIBRARY
1213 NEWELL
ROAD
PALO
ALTO BACK D/W DW $ 26.00 $ 27.04 $ 28.12 $ 29.25 $ 30.42

FOOTHILL

COLLEGE
4000

MIDDLEFIELD
ROAD
PALO
ALTO
1 PASSENGER
ELEVATOR HP $ 165.00 $ 171.60 $ 178.46 $ 185.60 $ 193.03

MITCHELL PARK

LIBRARY
3700

MIDDLEFIELD
ROAD
PALO
ALTO
2 PASSENGER
ELEVATORS EP $ 712.00 $ 740.48 $ 770.10 $ 800.90 $ 832.94 ART CENTER 1313 Newell
Court
PALO
ALTO Front D/W WCL $ 26.00 $ 27.04 $ 28.12 $ 29.25 $ 30.42 LOT Q 430 High St PALO
ALTO
1 PASSENGER
ELEVATOR HP $ 304.00 $ 316.16 $ 328.81 $3 41.96 $ 355.64 350 SHERMAN 350 Sherman PALO
ALTO
2 PASSENGER
ELEVATORS EP $ 1,338.00 $ 1,391.52 $ 1,447.18 $ 1,505.07 $ 1,565.27

CITY OF PA FIRE
STATION 3 799 Embarcadero PALO
ALTO
1 PASSENGER
ELEVATOR HP $ 215.00 $ 223.60 $ 232.54 $ 241.85 $ 251.52 445 BRYANT 445 BRYANT
STREET
PALO
ALTO
1 PASSENGER
ELEVATOR HP $ 229.00 $ 238.16 $ 247.69 $ 257.59 $ 267.90 BILLING RATES (2024):

LOCATION 2024 LICENSED

MECHANIC
2024 MECHANIC
HELPER 2024 Adjuster

IUEC LOCAL

UNION NO CITY/CITIES AND SURROUNDING AREAS NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME

SUNDAYS/HOLIDAYS
8 San Francisco, CA $ 293 $ 506 $ 596 $ 250 $ 422 $ 497 $ 328 $ 556 $ 655 BILLING RATES (2025):

LOCATION 2024 LICENSED

MECHANIC
2024 MECHANIC
HELPER 2024 Adjuster

IUEC LOCAL

UNION NO CITY/CITIES AND SURROUNDING AREAS NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME

SUNDAYS/HOLIDAYS
8 San Francisco, CA $327.30 $556.41 $654.60 $273.69 $465.28 $547.38 $359.28 $610.77 $718.56 Item 5
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Statement of Work

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KONE Internal
BILLING RATES (2026):

LOCATION 2024 LICENSED

MECHANIC
2024 MECHANIC
HELPER 2024 Adjuster

IUEC LOCAL

UNION NO CITY/CITIES AND SURROUNDING AREAS NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME

SUNDAYS/HOLIDAYS
8 San Francisco, CA $338.75 $575.88 $677.51 $283.27 $481.56 $566.54 $371.85 $632.15 $743.71 BILLING RATES (2027):

LOCATION 2024 LICENSED

MECHANIC
2024 MECHANIC
HELPER 2024 Adjuster

IUEC LOCAL

UNION NO CITY/CITIES AND SURROUNDING AREAS NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME

SUNDAYS/HOLIDAYS
8 San Francisco, CA $350.61 $596.04 $701.22 $293.19 $498.42 $586.37 $384.87 $654.27 $769.73 BILLING RATES (2028):

LOCATION 2024 LICENSED

MECHANIC
2024 MECHANIC
HELPER 2024 Adjuster

IUEC LOCAL

UNION NO CITY/CITIES AND SURROUNDING AREAS NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME

SUNDAYS/HOLIDAYS
8 San Francisco, CA $362.88 $616.90 $725.76 $303.45 $515.86 $606.89 $398.34 $677.17 $796.68 BILLING RATES (2029):

LOCATION 2024 LICENSED

MECHANIC
2024 MECHANIC
HELPER 2024 Adjuster

IUEC LOCAL

UNION NO CITY/CITIES AND SURROUNDING AREAS NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME SUNDAYS/

HOLIDAYS
NORMAL

HOURS OVERTIME

SUNDAYS/HOLIDAYS
8 San Francisco, CA $375.58 $638.49 $751.16 $314.07 $533.92 $628.14 $412.28 $700.88 $824.56 Contract will also include $60,000 allowance per year for repairs,upgrades, parts due to misuse, vandalism, acts of God not covered under the maintenance agreement.

This Statement of Work is signed below by the parties’ duly authorized representatives.

CITY OF PALO ALTO KONE, Inc
________________________________ ____________________________________ (Signature) (Signature)
________________________________ ____________________________________ (Printed Name, Title) (Printed Name, Title)
________________________________ ____________________________________ (Date) (Date)
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Attachment A: KONE
Statement of Work

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Kone Five-Year Costs Summary
Site Name Street Equipment Cost Center 2024-2025
Monthly Price
CIVIC CENTER 250 Hamilton Avenue 4 Passenger Elevators 50030004 $ 1,214.00 BRYANT STREET GARAGE 445 Bryant Street 2 Passenger Elevators 50236001 $ 670.00 HIGH STREET GARAGE 528 High Street 1 Passenger Elevator 50236001 $ 165.00 WEBSTER STREET GARAGE 520 Webster Street 2 Passenger Elevators 50236001 $ 670.00 RINCONADA LIBRARY 1213 Newell Road 1 Dumb Waiter 50030004 $ 26.00 CUBBERLEY WING I 4000 Middlefield Road 1 Passenger Elevator 50030006 $ 165.00 MITCHELL PARK LIBRARY 3700 Middlefield Road 2 Passenger Elevators 50030008 $ 712.00 ART CENTER 1313 Newell Road 1 Chair Lift 50030008 $ 26.00 LOT Q GARAGE 430 High Street 1 Passenger Elevator 50236001 $ 304.00 SHERMAN AVENUE GARAGE 350 Sherman Avenue 2 Passenger Elevators 50237001 $ 1,338.00 FIRE STATION 3 799 Embarcadero Road 1 Passenger Elevator 50030004 $ 215.00 DOWNTOWN COMMUNITY CENTER 445 Bryant Street 1 Passenger Elevator 50030004 $ 229.00 Monthly Cost $ 5,734.00
Annual Costs $ 68,808.00
Annual Additional Service Costs $ 60,000.00
Total Annual Costs $ 128,808.00
Total Five-Year Contract Costs $ 672,686.28
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Attachment B: KONE Five-
Year Cost Summary

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2025-2026
Monthly Price
2026-2027
Monthly Price
2027-2028
Monthly Price
2028-2029
Monthly Price
$ 1,262.56 $ 1,313.06 $ 1,365.58 $ 1,420.21
$ 696.80 $ 724.67 $ 753.66 $ 783.81
$ 171.60 $ 178.46 $ 185.60 $ 193.03
$ 696.80 $ 724.67 $ 753.66 $ 783.81
$ 27.04 $ 28.12 $ 29.25 $ 30.42
$ 171.60 $ 178.46 $ 185.60 $ 193.03
$ 740.48 $ 770.10 $ 800.90 $ 832.94
$ 27.04 $ 28.12 $ 29.25 $ 30.42
$ 316.16 $ 328.81 $ 341.96 $ 355.64
$ 1,391.52 $ 1,447.18 $ 1,505.07 $ 1,565.27
$ 223.60 $ 232.54 $ 241.85 $ 251.52
$ 238.16 $ 247.69 $ 257.59 $ 267.90
$ 5,963.36 $ 6,201.89 $ 6,449.97 $ 6,707.97
$ 71,560.32 $ 74,422.73 $ 77,399.64 $ 80,495.63
$ 60,000.00 $ 60,000.00 $ 60,000.00 $ 60,000.00
$ 131,560.32 $ 134,422.73 $ 137,399.64 $ 140,495.63
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Attachment B: KONE Five-
Year Cost Summary

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*** PURCHASE ORDER AGREEMENT ***
This City of Palo Alto (City) Purchase Order agreement (PO) with Kone made pursuant and subject to Omnia Master Agreement #:
2019001564 for the procurement of Elevator, Escalator, Chairlift and Platform Lift Maintenance & Repair and Related Services University of California, CA
Renewal Term September 1, 2024 through August 31, 2029
Notwithstanding the Master Contract, this PO is governed by California law without regard to conflict of law principles. The venue for any dispute under this PO is Santa Clara County, California.

This PO hereby attaches and incorporates the following contract documents into this PO by reference as though fully set forth herein, and should any conflict arise, shall be interpreted in the following priority:

1. Omnia Master Agreement #: 2019001564 for the procurement of Elevator, Escalator, Chairlift and Platform Lift Maintenance & Repair and Related Services

2. Amendment #1 To agreement Adding the following section after the first paragraph of Section 4. Pricing, Invoicing Method, and Settlement and Terms.

3. Amendment #2 Exhibit B # UC Pricing Schedule is hereby Vendor Address

KONE INC
15021 WICKS BLVD
SAN LEANDRO CA 94577
Tel: 510-351-5141 Fax: 510-351-5341
Bill To:

Police Department
City of Palo Alto
275 Forest Avenue
Palo Alto CA 94301
Ship To:

Facilities Management Division
City of Palo Alto
3201 East Bayshore Road
Palo Alto CA 94303
Item Material/Description Quantity UM Net Price Net Amount ______________________________________
Chief Procurement Officer
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.

DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment.

INVOICE - A separate invoice is required for each order. Send to address indicated above.

City of Palo Alto
Purchasing and Contract Administration
P.O.Box 10250
Palo Alto CA 94303
Tel:(650)329-2271 Fax:(650)329-2468
Council Approve Order
P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING

PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER
PO Number C25190365
Date 01/12/2025
Vendor No. 104410
Payment Terms Payment Due 30 days
FOB Point F.O.B. Palo Alto
Ship via Vendor to provide services
Term 02/10/2025 - 08/31/2029
Buyer/Phone Renee Howard / 650-496-5900
Email [email protected]
DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER

ARRANGEMENTS ARE INDICATED HEREIN

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Attachment C: KONE
Purchase Order
C25190365

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amended with the addition of the attached 2025-29 UC-Kone National Contract Price File (see enclosed Excel Spreadsheet)

4. ATTACHMENT (A)TO PURCHASING AGREEMENT # 2019.001564
STATEMENT OF WORK #1 (SOW) with Terms and Conditions
0010 Elevator Basic Svcs YR1 68,808 USD 1.00 68,808.00 Elevator Maintenance and Repair Services.

NTE for 5 yrs $672,686; term 09/01/2024 - 08/31/2029
Facilities Division of PWD PS. Manager: Dennis Huebner 650-496-6970 YR1 $128,808 (Basic $68,808, Add'l $60,000) FY 25/26 2.10.25 to

2.9.26 YR2 $131,560 (Basic $71,560, Add'l $60,000) FY 26/27 2.10.26 to

2.9.27 YR3 $134,423 (Basic $74,422, Add'l $60,000) FY 27/28 2.10.27 to

2.9.28 YR4 $137,400 (Basic $77,399, Add'l $60,000) FY 28/29 2.10.28 to

2.9.29 YR5 $140,496 (Basic $80,495, Add'l $60,000) FY 29 2.10.29 to

8.31.29 Vendor Address

KONE INC
15021 WICKS BLVD
SAN LEANDRO CA 94577
Tel: 510-351-5141 Fax: 510-351-5341
Bill To:

Facilities Management Division
City of Palo Alto
3201 East Bayshore Road
Palo Alto CA 94303
Ship To:

INVOICE - A separate invoice is required for each order. Send to address indicated above.

ARRANGEMENTS ARE INDICATED HEREIN

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Item 5
Attachment C: KONE
Purchase Order
C25190365

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0020 Elevator Add'l Svc YR1 60,000 USD 1.00 60,000.00 -------------------------
Sub-Total 128,808.00
**** PRICE HAS BEEN QUOTED ****
Vendor Address

KONE INC
15021 WICKS BLVD
SAN LEANDRO CA 94577
Tel: 510-351-5141 Fax: 510-351-5341
Bill To:

Facilities Management Division
City of Palo Alto
3201 East Bayshore Road
Palo Alto CA 94303
Ship To:

Facilities Management Division
City of Palo Alto
3201 East Bayshore Road
Palo Alto CA 94303
Item Material/Description Quantity UM Net Price Net Amount ______________________________________
Chief Procurement Officer
Total 128,808.00
THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGE SPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.

INVOICE - A separate invoice is required for each order. Send to address indicated above.

ARRANGEMENTS ARE INDICATED HEREIN

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Item 5
Attachment C: KONE
Purchase Order
C25190365

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: March 3, 2025
Report #:2408-3343
TITLE
Approval of a Purchase Order with Professional Sales and Service, L.C. in the Not-to-Exceed Amount of $429,213, Including an Approximate 5% Contingency in the Amount of $20,439 for Unforeseen Price Increases, for the Purchase of a 2024 Chevrolet G4500 Type III Ambulance Utilizing a Cooperative Purchase Agreement, Funded by Capital Improvement Program Project VR-23000; CEQA Status –Not a Project

RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to execute a purchase order with Professional Sales and Service, L.C. in the Not-to-Exceed Amount of $429,213, including an approximate 5% contingency in the amount of $20,439 for unforeseen price increases, for the purchase of a 2024 Chevrolet G4500 Type III Ambulance utilizing cooperative purchase agreement number 122123 between REV Group, Inc. and Sourcewell, a cooperative purchasing agency serving government and not-for-profit organizations.

BACKGROUND
The Vehicle and Equipment Use, Maintenance, and Replacement policy section 4-1 provides for the on-going replacement of City fleet vehicles and equipment. Replacements are scheduled using guidelines based on age, mileage accumulation, and obsolescence. Policy 4-1 prescribes a replacement interval for ambulances of five years or 85,000 miles.

The City’s ambulance fleet consists of six ambulances. The Fire Department operates three full- time ambulances at Fire Stations 1, 2, and 4 and supports them with three reserve ambulances at the same locations. This minimizes the downtime when a frontline ambulance needs repair or regular scheduled maintenance. It also allows the department to upstaff any of the three reserve ambulances for special events.

The purchase of this gasoline-engine vehicle was initially approved by Council on November 28, Item 6
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2022 under the Fiscal Year 2023 Scheduled Vehicle and Equipment Replacement Capital Improvement Program project VR-230001. Following additional internal discussion regarding the City's broader fleet electrification goals, staff postponed the purchase of this vehicle to allow time for additional research into the feasibility, availability, and performance of electric- powered ambulances.

ANALYSIS
The Fire Department has researched the current state of electric ambulance technology and availability and concluded that none of the three major domestic ambulance providers have begun the transition to electric vehicles (EVs). Each of these providers expressed a desire to electrify their fleets and acknowledged the potential benefits of such transition while agreeing that current options for electric ambulances do not meet industry standards.

Fire Department’s research concluded that while the industry is moving towards more sustainable options, the unique demands of ambulance services — particularly those related to vehicle range, weight, and power for critical life-saving equipment — present significant challenges that remain unsolved. These challenges have not been satisfactorily addressed by the current market offerings, requiring Fire Department to continue monitoring advancements in EV technology while seeking immediate solutions to maintain Fire Department’s fleet reliability and service levels. Although the direction is promising, the mainstream industry adoption of EV ambulances, given the current technology limitations, appears to be approximately three years away.

After Fire Department presented its findings, staff determined to proceed with purchasing the original gasoline engine ambulance previously approved by Council. Once the purchase order is placed with the vendor, staff anticipates a 16-month lead-time to procure and fully outfit the new ambulance before it can be placed into service.

The current ambulance, Unit 6047, a 2012 Chevrolet G4500 M67, has surpassed its recommended lifecycle, both in age and mileage, with 96,390 miles on the odometer. Over its 13-year service period, the City has incurred significant maintenance costs, totaling approximately $229,130 in repair parts and labor. These expenses, coupled with the vehicle's age and high mileage, have led to increased downtime and reduced reliability, which is critical for emergency response services. Additionally, the Fire Department has experienced a 5.6% increase in ambulance transport calls between Fiscal Year 2022 and the estimated number of calls for service in Fiscal Year 2025, further straining the aging fleet. Replacing Unit 6047 is essential to maintain the City's emergency response capabilities, ensure fleet reliability, and reduce ongoing maintenance costs associated with an outdated vehicle. 1 City Council, November 28, 2022; Agenda Item #7; SR#14702, https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/public-services/fleet/staff-report-14702.pdf Item 6
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Procurement Process
Section 2.30.360 (j) of the Palo Alto Municipal Code allows the use of cooperative purchasing agreements in lieu of conducting a competitive solicitation. Bids (quotes) for this purchase were obtained through Sourcewell (formerly known as the National Joint Powers Alliance), which is a cooperative purchasing agency serving government, higher education, K-12 education, not- for- profit, tribal government, and other public agencies.

The City requested an updated quote from Professional Sales and Service, L.C. on October 30, 2024. The quote was received on October 30, 2024 (Attachment A). Staff recommends that Council approve the purchase order with Professional Sales and Service, L.C. (Attachment B) for the 2024 Chevy G4500 Type III ambulance described in this report via the cooperative purchase agreement with Sourcewell2. The purchase order version provided in Attachment B has been reduced for printing purposes and is not the full contract with all exhibits.

FISCAL/RESOURCE IMPACT
Funding to replace this ambulance has been collected over the life of the vehicle through the annual vehicle replacement allocation charged to the Fire Department. The funding for this replacement was approved as part of the Fiscal Year 2023 Adopted Capital Budget and is available in the Fiscal Year 2023 Scheduled Vehicle and Equipment Replacement Capital Improvement Program project (VR-23000). The two-year pause in placing an order for this ambulance has resulted in a price increase of $51,387. Though the updated quote of the ambulance ($429,213) is 13.6% higher than the original quote ($377,826), the use of contingency when planning the annual budgets for vehicle replacement fund has allowed enough funding in VR-23000 to absorb this price increase.

Approval of the 5% contingency is important given continuing uncertainty in pricing. The contingency allows staff to proceed with the purchase without having to return to Council for authorization in the event of a minor price increase.

STAKEHOLDER ENGAGEMENT
Requests for vehicle replacements are presented to the Fleet Review Committee (FRC) for approval. FRC approved the replacement of this vehicle through the scheduled five-year replacement review as part of the development of the Fiscal Year 2023 Capital Budget.

2 Cooperative Purchase Agreement with Sourcewell and Professional Sales and Service, L.C.; https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/public-services/contracts/rev-group-contract- 122123.pdf
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ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because the purchase of a new fleet vehicle is a continuing administrative or maintenance activity. CEQA Guidelines section 15378(b)(2).

ATTACHMENTS
Attachment A: Quote
Attachment B: Purchase Order
APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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PSS

SHOWROOM
2701 Merced Avenue, El Monte, CA 91733
www.pro-sales.com
10/30/2024
Palo Alto Fire
250 Hamilton Avenue
Palo Alto, CA 94301
To Whom It May Concern,
Leader Emergency Vehicles in partnership with Professional Sales and Service, LC respectfully provides Palo Alto Fire with the following proposal. We look forward to helping you with your Ambulance needs today and in the future.

We hereby propose and agree to furnish a new Custom Ambulance upon your acceptance of this proposal.

ONE (1) 2024 LEADER ‘LE’ CUSTOM CONVERSION TYPE III
ON A 2023 CHEVROLET G-4500 4x2 CHASSIS
UNIT PRICE……………….…………………………………….……...……$373,665.00
STRYKER POWER LOAD……………………………………………………….…… INCL
STRYKER POWER PRO XT COT ………………………………………………….… INCL
SALES TAX (9.125%)………..…..………………………………………..….$34,096.93 TIRE FEE ($1.75) PER TIRE..………………………………………………….…..$12.25 DELIVERY..………………………….…...… …………………………...……..$1,000.00
TOTAL DELIVERED PRICE…………………….………$408,774.18
*Pricing in accordance to Sourcewell Contract #122123-RVG Item 6
Attachment A - Quote

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2 PSS

SHOWROOM
2701 Merced Avenue, El Monte, CA 91733
www.pro-sales.com
Take a look at Leader and you will see why we are so well regarded in the ambulance industry and among the finest available anywhere. A Leader emergency vehicle is custom built right here in California to withstand the rigors of custom van service needs. Leader custom vans are tested and engineered to be incredibly structurally sound which provides the customers with a great working environment. A custom van built to a higher quality standard will provide reduced operating costs over the many years the vehicle is in service!! When it comes to quality, durability, customization, Leader continues to be at the forefront in the Ambulance manufacturing industry.

PROP

OSAL CONDITIONS
F.O.B. POINT: Palo Alto, CA
DELIVERY: Current standard lead time is 12-14 months. Final complete delivery schedule to be determined with Palo Alto Fire as build schedules permit. Please note all delivery times are quoted barring any delays due to strikes, availability of component parts (including chassis), or acts of God.

SERVICE: Professional Sales & Service has been selling and servicing ambulances since 1975.

We have factory-trained technicians and a large inventory of parts, so you know that in the unlikely event of a problem we are only a phone call away. Please see the included service information for details. Professional Sales & Service understand that local service and repair availability is of the utmost importance to Palo Alto Fire Department. Please be reassured that nearly every possible repair can be accomplished locally, which allows PSS to get your ambulances back into service as quickly as possible.

W
ARRANTY: LEV’s Ambulances feature one of the most progressive, no-nonsense warranties around. LEV does not pro-rate their warranties so there are no surprises should you ever need it.

P
AYMENT TERMS: Payment due upon delivery and acceptance of vehicle by the Palo Alto Fire Department.

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SHOWROOM
2701 Merced Avenue, El Monte, CA 91733
www.pro-sales.com
Unless accepted with
in Sixty (60) days from the above date, the right to withdraw this proposal is reserved. If there are any additions/deletions to our bid, please contact us for pricing details or credits.

We are confident you will be completely satisfied with a quality Leader A mbulance and the service
which PSS provides. Let us know what we can do to help you with your evaluation process.

Respectfully Submitted,
Kevin Oberthier,
Northern C
A
Professional Sales & Service, LC
Palo Alto Fire Department agrees to purchase the vehicle detailed in this proposal, from Leader Emergency Vehicles & Professional Sales and Service, L.C. and understands and agrees with the terms specified within these documents.
_______________________________ ______________________________ ____________ Authorized by (Print name) Signed Date Please let us know if you have any questions regarding this proposal. We are happy to assist you in any way that we can.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: March 3, 2025
Report #:2412-3951
TITLE
Approval of Two Professional Services Agreements, C25193332 and C25193333 with EPI-USE America to Implement Identity Access Governance (IAG) Solutions, SAP Signavio/LeanIX, SAP Governance, Risk, Compliance (GRC) for a Total Not-To-Exceed Amount of $289,080, for a Period of One Year; CEQA Status - Not a Project.

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to execute two contracts with EPI-USE America, C25193332 and C25193333 to implement Identity Access Governance (IAG) Solutions, SAP Signavio/LeanIX, SAP Governance, Risk, and Compliance (GRC) for a term of one year, (February 24, 2025 to January 31, 2026), and for a total not-to-exceed amount of $289,080, including $262,800 for basic services and $26,280 for additional services (Attachment A and Attachment B).

BACKGROUND
City Council previously approved report #2412-39181 as item no. 5 on the January 21, 2025 consent calendar, authorizing the procurement of SAP Signavio/LeanIX, SAP Governance, Risk, and Compliance (GRC), and SAP Integration Suite of products. Two professional services agreements with EPI-USE America are required to help implement these tools into our SAP environment.

These tools are essential for enabling the City to meet critical compliance requirements, improving system management efficiency, and aligning with the recommendations outlined in the 2022 Baker Tilly Annual Risk Assessment report2. By establishing an automated framework for risk analysis, access monitoring, and governance of business processes, they will enhance 1 Staff report: https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=15920 2 FY22 Annual Risk Assessment – Baker Tilly, pp. 39-42:
https://www.cityofpaloalto.org/files/content/public/v/3/departments/city-auditor/reports-and-publications/fy22- annual-risk-assessment.pdf
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the City’s compliance and security measures. EPI-USE America will support the preparation and implementation of these solutions.

ANALYSIS
Staff executed an exemption to competitive solicitation to execute these agreements with EPI- USE America due to the vendors current experience hosting and supporting the City’s current Enterprise Resource Planning (ERP) environment (PAMC: 2.30.360(b)(2)).

EPI-USE will provide staff with the following:

SAP Cloud Identity Access Governance (IAG) Implementation Timeline (10 weeks):

1. Project Kick-off, Requirement Gathering, Realization and Unit Testing– 4 Weeks

2. Integration and UAT testing support – 2 Weeks

3. Cutover and Production master data preparation – 1 Week

4. Post Go-live support and KT – 1 Week

5. Optional – Privileged Access Management (Realization & Testing)– 1 Week GRC Implementation:

1. Project Planning/Onboarding - 1 Week

2. Discovery Workshops - 4 Weeks

3. Standards & Conventions/FactSheets - 2/90 Minute Workshops

4. Process Modeling/LeanIX Configuration - 2/60 Minute Workshops

5. Rollout & Training - 90 Minute Training Class (number of classes TBD until team is identified. Admin and Users each get a 90-minute training class).

6. Deliverable Review - 1/90 Minute Meeting

7. Next Steps - 1/60 Minute Meeting
While the Information Technology Enterprise Division has expertise in managing SAP related projects, the complexity of this effort—particularly in implementing, configuring, and ensuring the solutions of these tools have been configured to meet vendor’s specifications—requires specialized expertise that exceeds current in-house capacity. This approach allows City staff to focus on leveraging strengths in project management and business stakeholders’ engagement while gaining access to advanced technical implementation expertise through the consultant.

FISCAL/RESOURCE IMPACT
Funding for these Professional Services Agreements are within budgeted levels adopted by the City Council in the Information Technology Department, no additional funding is requested.

The Information Technology Department (ITD) is funded by an Internal Service Fund (ISF) that allocates costs to other funds across the City to provide technology related services to other City departments and funds. Approximately 45% of the services provided are for the General Item 7
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Fund with the remaining 55% for other funds such as Enterprise, special revenue, and other internal service funds.

STAKEHOLDER ENGAGEMENT
The services were coordinated with internal stakeholders and the service provider.

ATTACHMENTS
Attachment A: EPI-Use America Inc. Contract C25193332
Attachment B: EPI-Use America Inc. Contract C25193333
APPROVED BY:

Darren Numoto, Chief Information Officer
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CITY OF PALO ALTO CONTRACT NO. C25193332

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND EPI-USE AMERICA INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 24th day of February, 2025 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and EPI -USE AMERICA INC. , a Delaware Corporation, located at 4780 Ashford Dunwoody Road, Suite 540 #617, Atlanta Georgia, 30338- 5504 (“CONSULTANT”).

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

RECITALS

A. CITY intends to automate user provisioning and access request (the “Project”) and desires to engage a consultant to implement SAP Cloud Identity Access Governance (IAG) in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the effective date of this agreement through January 31, 2026 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of Docusign Envelope ID: 88BA5A1C-5103-4EB4-9402-72DFB7245B5B Item 7
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this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.

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

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Sixty -One Thousand Two Hundred Dollars ($61,200). 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 Six Thousand One Hundred Twenty Dollars ($6,120) 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 Sixty -Seven Thousand Three Hundred Twenty Dollars ($67,320), 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 .

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

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s superv ision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to per form the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement s hall 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. All Services shall conform to the specifications of the applicable Statement of Work for a period of ninety (90) days after final acceptance.

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 resp onsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any s ubmittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make Docusign Envelope ID: 88BA5A1C-5103-4EB4-9402-72DFB7245B5B Item 7
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recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.

SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.

CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the S ervices, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.

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

SECTION 12. SUBCONTRACTING.

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

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Mark Schexnaildre 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 Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT Docusign Envelope ID: 88BA5A1C-5103-4EB4-9402-72DFB7245B5B Item 7
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personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY’s Project Manager is Jitendra Kulkarni, Information Technology Department, 250 Hamilton Avenue Palo Alto, CA, zipcode: 94301, Telephone: 650-690-6791. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of S ervices. CONSULTANT shall not transfer any right, title or interest in, and CONSULTANT shall continue to own exclusively, all intellectual property and proprietary information owned by CONSULTANT, that (a) exists at the time Statement of Work or Task Order is entered into or, (b) are developed entirely independently by CONSULTANT or its subsidiaries or CONSULTANT’s holding company, at any time without any use, knowledge of, or reference to, the CITY’s confidential information or other information obtained in connec tion with this Agreement (“Consultant Property”). By incorporating such Consultant Property in Services, CONSULTANT grants to the CITY a fully paid-up, non-exclusive, royalty-free, non-transferable and non-sublicensable license to use the Consultant Property solely in connection with its use of the Services, and to allow third parties to do the same to the extent necessary in connection with the CITY’s use of the Services. CONSULTANT’s license to the CITY does not include the right of the CITY or any thi rd-party to de -compile, reverse engineer or otherwise use the Consultant Property for any purpose other than those associated with or intended for in the applicable Statement of Work or Task Order.

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 . CITY shall give CONSULTANT prior written notice of at least thirty (30) days for any planned audit.

SECTION 16. INDEMNITY AND LIMITATION OF LIABILITY.

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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 third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including reasonable attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.

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

16.4 NOTWITHSTANDING SECTION 16, IN NO EVENT OR
CIRCUMSTANCE SHALL CONSULTANT’S TOTAL AGGREGATE LIABILITY TO CITY,

WHETHER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY

STATEMENT OF WORK FOR ANY CAUSE OR CLAIM WHATSOEVER, AND

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, EXCEED THE THREE TIMES (3X) THE CUMULATIVE AMOUNT PAID TO CONSULTANT BY CITY

UNDER THAT STATEMENT OF WORK OR TASK ORDER WHICH GAVE RISE TO, OR UNDER WHICH THE CLAIM HAS ARISEN. IN NO EVENT OR CIRCUMSTANCE SHALL

EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA

OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR

CONSEQUENTIAL DAMAGES WHETHER IN AN ACTION, IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

SECTION 18. INSURANCE.

18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall Docusign Envelope ID: 88BA5A1C-5103-4EB4-9402-72DFB7245B5B Item 7
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obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.

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

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

18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including 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, without cause, by giving fifteen (15) business 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. A Party may terminate this Agreement if the other Party materially breaches any of its obligations under this Agreement, by giving fifteen (15) business days prior written notice thereof to the other Party. If that Party fails to cure such breach within the notice period, then the non-breaching Party may immediately terminate this Agreement.

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 Docusign Envelope ID: 88BA5A1C-5103-4EB4-9402-72DFB7245B5B Item 7
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all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors in the performance of this Agreement if any, which have been paid in full by CITY. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).

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

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

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager

To CONSULTANT: Attention of the P roject Manager
Address: 4780 Ashford Dunwoody Road, Suite 540#617, Atlanta, Georgia, 30338- 5504
With a copy to: [email protected]

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

SECTION 21. CONFLICT OF INTEREST.

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

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

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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, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

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

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

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing 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 Docusign Envelope ID: 88BA5A1C-5103-4EB4-9402-72DFB7245B5B Item 7
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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 par ticular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.

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

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

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

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

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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

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

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

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

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

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

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SECTION 29. MISCELLANEOUS PROVISIONS.

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

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

29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.

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

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

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

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

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

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

29.10 If, at any time during the term of a Statement of Work, the parties desire to implement a change to a Statement of Work, the parties shall execute a change order describing such change (the “Change Order”). In the event of a discrepancy between the Change Order and any other part of this Agreement or the Statement of Work executed prior to such Change Order, the terms of the Change Order shall govern. In no event shall a Statement of Work be amended, enhanced, or otherwise modified except as set forth above. CONSULTANT will not be required to perform under a Change Order prior to the execution by both parties of the applicable Change Order. If the receiving party does not accept the Change Order in writing within ten (10) days, the Docusign Envelope ID: 88BA5A1C-5103-4EB4-9402-72DFB7245B5B Item 7
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receiving party shall be deemed to have rejected the Change Order.

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

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
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. C25193332

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

EPI-USE AMERICA INC.

Officer 1

By: ________________________________

Name: ______________________________

Title: _______________________________

Officer 2

By: ________________________________

Name: ______________________________

Title: _______________________________

Docusign Envelope ID: 88BA5A1C-5103-4EB4-9402-72DFB7245B5B Mark Schexnaildre
Vice President/Managing Director
Company Secretary
John Mcfadzean
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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 for 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 participation 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.

A. Introduction/Background
The City of Palo Alto is planning to automate user provisioning and access request analysis using SAP Cloud IAG.

B. Objectives

Below are objectives which will be implemented as a part of SAP Cloud IAG system implementation at City of Palo Alto.

1. SAP Cloud IAG configuration

2. Risk Reports for Auditors

3. Mitigate access risks

4. User provisioning/de-provisioning with access request workflows

5. Manage Privileged User activities

6. System logging for Change activities

C. Proposed Plan
An SAP Cloud IAG implementation (consisting of two tenants: Non-Production & Production) to address the objectives outlined in Section B will take approximately 10 weeks to complete. As a part of the implementation at City of Palo Alto, automation of provisioning upon workflow approval, Risk Analysis, and use of Privileged User, Consultant is will conduct the implementation approach below which would allow City of Palo Alto to satisfy user access process and audit requirements in the short-term and long- term.

Scope of Work
CONSULTANT will conduct the following activities:

1. Access Risk Analysis
a. Use standard delivered risk ruleset and run risk analysis within Cloud IAG to identify any Segregation of Duties (SoD) and Critical Access issues with each user’s current access within the in- Scope SAP Production Systems.
b. Utilize City of Palo Alto’s current mitigating control library to remediate any SoD/critical access risks that arise.

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c. Deliver Executive risk reports for business owners/stake holder’s review.

2. Access Request Management
a. Implement SAP standard workflow that includes 1 to 2 stage approvers for provisioning access to SAP Production landscapes using SAP standard roles.
b. Creation of user accounts & terminations of user accounts.

3. Privileged Access Management
a. Basic Privileged User creation for On-premises Plugin systems which requires Super user access.
b. Basic Privileged User ID request, approval, and log review workflow implementation c. Configure Privileged User access including roles and user access for Privileged User IDs, Privileged Users, Privileged User approvers and Privileged User controllers.

4. Testing Cycles
a. Unit Test in Non-Production IAG tenant
b. Integration/User Acceptance Test in Non-Production IAG tenant

5. Knowledge Transfer
a. Carry out IAG tool support knowledge transfer sessions.

6. Go-Live Preparation
a. Cutover in IAG Production tenant

Scope of Work - Exclusions

1. Ruleset Management
a. Review ruleset with City of Palo Alto
b. Adjust ruleset appropriately for City of Palo Alto (if needed). c. Update ruleset with custom transactions and programs

2. Role Design Service City

a. Maintain role through IAG.
b. Implement SAP CLOUD IAG role change management/workflow.

3. Other Functionalities a. Password self-service (this will fix all password re-sets) b. Customized IAG notifications

4. Access Certificate Service - Auditors Favorite a. Periodic review of role assignment to users b. Periodic review of risk and mitigating assignment to users

5. Customization of User Interface
a. Delivered user interface will be leverage (no custom Fiori integration)

City of Palo Alto Responsibilities
• City of Palo Alto to be responsible for IAG Master data preparation • City of Palo Alto to be responsible for defining Privilege Access Management security/authorization roles
• City of Palo Alto to be responsible for preparing for and completing UAT • City of Palo Alto to be responsible for UAT and configuration sign-off • City of Palo Alto to be responsible for data validation and sign-off • City of Palo Alto to be responsible for Change Management Docusign Envelope ID: 88BA5A1C-5103-4EB4-9402-72DFB7245B5B Item 7
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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

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

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

SERVICES AND DELIVERABLES TO BE PROVIDED

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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

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

1. Project Kick-off, Requirement Gathering,
Realization and Unit Testing
4 Weeks

2. Integration and UAT testing support 2 Weeks

3. Cutover and Production master data
preparation
1 Week

4. Post Go-live support and KT 1 Week

5. Optional – Privileged Access Management
(Realization & Testing)
1 Week

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 the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.

The compensation to be paid to CONSULTANT under this Agreement for all S ervices, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement . CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.

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

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

Consultants and Cost

IAG Implementation
Role Hours Hourly Rate Total
IAG Architect (PM & Implementation) 340 $180.00 $61,200 Total 340 TOTAL $61,200

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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, PROPERTY

DAMAGECONTRACTUALLIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

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

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $2,000,000
YES

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

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

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

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

I. INSURANCE COVERAGE MUST INCLUDE:

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

II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]

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

A. PRIMARY COVERAGE

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

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

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

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B. CROSS LIABILITY

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

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

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

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

C. NOTICE OF CANCELLATION

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

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

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

EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:

[email protected]

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EXHIBIT E

INFORMATION OF PRIVACY

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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 S ervice 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 fulfill the data and information security requirements (the "Requirements") set forth in Part A below.

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

In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to t he 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 infor mation security and privacy policies that are documented, are accessible to the City, and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103

http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels.

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(f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that i nformation 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 on ly to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release.

Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging.
(m) Notify the City within twenty four (24)hours 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.

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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 f ederal, state, and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR -BCP) solutions to the City for the systems and services the Vendor provides to the City. (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.

Part B. Alternate Requirements:

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CITY OF PALO ALTO CONTRACT NO. C25193333

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND EPI-USE AMERICA INC.

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

RECITALS

A. CITY intends to implement a business process repository to establish process governance within SAP ( the “Project”) and desires to engage a consultant to assist with the setup and configuration of SAP Signavio Process Manager and SAP Signavio Collaboration Hub in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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 2. TERM.

The term of this Agreement shall be from the effective date of this agreement through January 31, 2026 scope, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE Docusign Envelope ID: 132DB8D3-CD33-4C9E-B4F7-100E15377E23 Item 7
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OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.

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

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Hundred One Thousand Six Hundred Dollars ($201,600). 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 Twenty Thousand One Hundred Sixty Dollars ($20,160) for the performance of Additional Services ( as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Two Hundred Twenty-One Thousand Seven Hundred Sixty Dollars ($221,760), as detailed in Exhibit C.

CONSULTANT shall only be compensated for Additional Services performed under an Docusign Envelope ID: 132DB8D3-CD33-4C9E-B4F7-100E15377E23 Item 7
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authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be s ubject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement s hall 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. All Services shall conform to the specifications of the applicable Statement of Work for a period of ninety (90) days after final acceptance.

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

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

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

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

SECTION 12. SUBCONTRACTING.

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

IMPRIVIA INC.
840 S Rancho Dr
Las Vegas, NV 89106

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.

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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 req uest, 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.

SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of S ervices. CONSULTANT shall not transfer any right, title or interest in, and CONSULTANT shall continue to own exclusively, all intellectual property and proprietary information owned by CONSULTANT, that (a) exists at the time Statement of Work or Task Order is entered into or, (b) are developed entirely independently by CONSULTANT or its subsidiaries or CONSULTANT’s holding company, at any time without any use, knowledge of, or reference to, the C ITY’s confidential information or other information obtained in connection with this Agreement (“Consultant Property”). By incorporating such Consultant Property in Services, CONSULTANT grants to the CITY a fully paid-up, non-exclusive, royalty-free, non-transferable and non-sublicensable license to use the Consultant Property solely in connection with its use of the Services, and to allow third parties to do the same to the extent necessary in connection with the CITY’s use of the Services. CONSULTANT’s license to the CITY does not include the right of the CITY or any third -party to de -compile, reverse engineer or otherwise use the Consultant Property for any purpose other than those associated with or intended for in the applicable Statement of Work or Task Order.

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SECTION 16. INDEMNITY AND LIMITATION OF LIABILITY.

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 third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including reasonable attorney’s fees, experts f ees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

16.4 NOTWITHSTANDING SECTION 1 6, IN NO EVENT OR
CIRCUMSTANCE SHALL CONSULTANT’S TOTAL AGGREGATE LIABILITY TO C ITY,

WHETHER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY

STATEMENT OF WORK FOR ANY CAUSE OR CLAIM WHATSOEVER, AND

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, EXCEED THE TWO TIMES (2X) THE CUMULATIVE AMOUNT PAID TO CONSULTANT BY C ITY

UNDER THAT STATEMENT OF WORK OR TASK ORDER WHICH GAVE RISE TO, OR UNDER WHICH THE CLAIM HAS ARISEN. IN NO EVENT OR CIRCUMSTANCE SHALL

EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA

OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR

CONSEQUENTIAL DAMAGES WHETHER IN AN ACTION, IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SECTION 18. INSURANCE.

18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in Docusign Envelope ID: 132DB8D3-CD33-4C9E-B4F7-100E15377E23 Item 7
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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.

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

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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, Docusign Envelope ID: 132DB8D3-CD33-4C9E-B4F7-100E15377E23 Item 7
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prepared by CONSULTANT or its contractors in the performance of this Agreement, if any, which have been paid in full by CITY. 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.

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager

To CONSULTANT: Attention of the P roject Manager
Address: 4780 Ashford Dunwoody Road, Suite 540#617, Atlanta, Georgia, 30338- 5504

With a copy to: [email protected]

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

SECTION 21. CONFLICT OF INTEREST.

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

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Agreement is an off icer 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.

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

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing p olicies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, 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 Docusign Envelope ID: 132DB8D3-CD33-4C9E-B4F7-100E15377E23 Item 7
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SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

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

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

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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

28.6. 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.

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SECTION 29. MISCELLANEOUS PROVISIONS.

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

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 p rior agreements, negotiations, representations, statements and undertakings , either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.

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

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

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

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

29.10 If, at any time during the term of a S tatement of Work, the parties desire to implement a change to a Statement of Work , the parties shall execute a change order describing such change (the “Change Order”). In the event of a discrepancy between the Change Order and any other part of this Agreement or the S tatement of Work executed prior to such Change Order, the terms of the Change Order shall govern. In no event shall a Statement of Work be amended, enhanced, or otherwise modified except as set forth above. CONSULTANT will not be required to perform under a Change Order prior to the execution by both parties of the applicable Change Order. If the receiving party does not accept the Change Order in writing within ten (10) days, the Docusign Envelope ID: 132DB8D3-CD33-4C9E-B4F7-100E15377E23 Item 7
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receiving party shall be deemed to have rejected the Change Order.

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

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CONTRACT No. C25193333

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

EPI-USE AMERICA INC.

Officer 1

By: ________________________________

Name: ______________________________

Title: _______________________________

Officer 2

By: ________________________________

Name: ______________________________

Title: _______________________________

Docusign Envelope ID: 132DB8D3-CD33-4C9E-B4F7-100E15377E23 John Mcfadzean
Company Secretary
Vice President/Managing Director
Mark Schexnaildre
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EXHIBIT A

SCOPE OF SERVICES

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

Introduction/Background
The City of Palo Alto (“CLIENT” or “CUSTOMER”) is requesting a quotation for implementation of SAP Signavio Process Manager and Collaboration Hub. EPI -USE America, Inc. (EPI-USE) is engaging its partner, IMPRIVA Inc. (IMPRIVA), to lead the engagement together with EPI-USE.

This Proposal is considered confidential by EPI-USE and IMPRIVA and City of Palo Alto.

Neither party shall use or disclose any technical, proprietary, or confidential data associated with this proposal. The parties shall not disclose to others the contents of this Proposal without the prior written consent of the disclosing party.

Client Request DEFINITIONS
“Production System” means a live SAP system used for running Customer’s internal business operations and where Customer’s data is processed.

SCOPE OF SERVICES
• EPI-USE/IMPRIVA shall provide the implementation of SAP Signavio (“Service/s”) to assist Customer with the setup and configuration of SAP Signavio Process Manager and SAP Signavio Collaboration Hub. These Cloud Services enable Customer to establish a business process repository, model business processes and to collaborate across the organization to establish process governance.
• EPI-USE/IMPRIVA shall provide the following Services:
o Setup and configure SAP Signavio Process Manager and SAP Signavio Collaboration Hub.
o Deliver 2 days end user enablement of Business Process Model and Notation (“BPMN”) 2.0 related process documentation in SAP Signavio Process Manager and Collaboration Hub.

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o Transition into productive mode, deliver enablement, handover governance and admin responsibilities.

Scope Conditions and Boundaries
• The following conditions and boundaries apply to the scope of Services:
o The kick-off call will not last longer than 2 hours.
o All business data in the system will be in English language only. • This Service is based on a single instance of SAP Signavio workspace. • EPI-USE/IMPRIVA only delivers a standard end user enablement for up to 10 participants (not customized to Customer needs).
• EPI-USE/IMPRIVA will use the standard authorization content provided with the Cloud Services.

Prerequisites
Customer shall fulfil the following prerequisites before the start of the Services:
• Customer has a valid cloud subscription for SAP Signavio Process Manager and SAP Signavio Collaboration Hub.
• Cloud Services are provisioned and fully functional.
• Customer grants authorized access to the SAP team, to the Customer SAP Signavio workspace and any other resources as may be required for timely execution of the Services.
• Identify administrator resource

Out of Scope
The following is out of scope, including without limitation:
• Ancillary or other services not expressly listed in this Scope Document . • Subscription to any Cloud Services or purchase of SAP Software. • Any development of custom code, updates, or upgrades to SAP products. • Upgrade to the SAP solution components, operating systems, or database systems. • Programs or content to migrate data from legacy systems. • Data cleansing or data clean up.
• Verification and validation testing processes that may be required by regulatory, industry or governmental requirements.
• Implementation of any solution or integration scope not explicitly mentioned in this document.
• Customer specific authorizations roles and security concepts. • Any changes required because of pre-existing Customer specific enhancements or developments.
• Any changes required because of quality or values of Customer’s master and transactional data.

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Approach
EPI-USE/IMPRIVA will follow a defined Services approach:
• Prepare and explore: The Service is formally initiated, and the schedule and resources are agreed. The Customer completes the onboarding process to the Cloud Services. Services kick-off is conducted to establish the Services delivery team, collect priorities, issues, and opportunities.
• Realize: Cloud Services are setup and configured and documented, setup and configuration are validated, and end users are trained. • Deploy: Configured Cloud Services are made available for productive use, admin and governance tasks are handed over to Customer
RACI
EPI-USE/IMPRIVA and Customer agree the following responsibility matrix of activities. • Responsible (R): Charged with performing the activities. A mutually agreed project plan may define further details at the work unit level. • Accountable (A): Customer has overall accountability for its implementation and all the activities identified below. Hence, Accountable (A) does not appear for the activities below.
• Consulted (C): Provides input on how to perform the activity and supports the execution of the activity. d) Informed (I): Provided with information.

Task EPI-USE/ IMPRIVA Client
Prepare
Provisioning of systems and Cloud Services C R (SAP)
Onboarding of SAP Signavio Process Manager
and SAP Signavio Collaboration Hub
R C
Initiate Services and mobilize resources R C
Conduct kick-off call R C
Realize
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Setup and configuration of SAP Signavio
Process Manager and SAP Signavio
Collaboration Hub
R C
Validation of setup and configuration C R
Conduct end user enablement R C
Deploy
Handover admin and governance tasks to
Ct
R C
Services closure R I
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Resources
EPI-USE/IMPRIVA Team
The EPI-USE/IMPRIVA team includes the following key roles:
• Client Manager
• Sr. Solution Architect
• Business Process Management Consultant(s)
• EPI-USE/IMPRIVA may staff a single resource to serve multiple roles, or multiple resources to serve a single role.
• Services are delivered remotely (onsite training can be an option).

Customer Team
The Customer team includes the following roles:
• Business Lead / Project Manager: Acts as a business lead from Customer side. • Supports the Services with input around business objectives and scope – plans and manages project activities on the Customer side.
• Business Subject Matter Experts: Signavio Core Team / Process Expert (Business Analyst): Understands business context and has in-depth knowledge of process.

Available for requirements definition and rollout to user community. Creating, managing, and improving business processes with SAP Signavio. Users consist of process analysts and stakeholders collaborating on processes. • IT Functional Lead & Technology Consultant: System Expert, SAP Basis Specialist, System.
• Administrator: Technology representative from Customer side. Signavio administrator. Supports the Services with input concerning technical requirements and environment.

In cases where it’s necessary to assign multiple resources to a single role, Customer shall clearly identify the responsibilities of each resource. Customer is expected to staff the roles per the time allocations recommended by EPI-USE/IMPRIVA.

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Deliverables
Approval upon completion when completion criteria are met.

Deliverable Description Completion
Criteria
Role(s)
Cloud Services
set up
Setup and configured SAP Signavio Process
Manager, SAP Signavio Collaboration Hub &
to include:
• Setup User Access.
• Create Folders.
• Setup dictionary.
• Standards & Conventions.
• Activate model types.
• Activate syntax checks.
• Governance Workflow.

Handover of
configured
Cloud
Services
Sr.

Technical
Lead

Sr.

Process
Architect
End user
enablement
Conducted end user enablement sessions to
include:
• Discovery workshops.
• Build and Configure solution.
• Process model creation in SAP
Signavio. (BPMN Best Practice)
o 20 processes of up to 10 to 20
process steps
• Integration discovery (ALM, EA tools,
dashboards…)
• Leverage multiple data sources: KB
Articles, Visio, Excel Spreadsheets,
Stickies/Photos…
• Publish to Collaboration Hub.
• Reporting (Basic – Out of Box).
• Training.
• Standards & Conventions
documentation.

Enablement
sessions are
conducted
Sr.

Technical
Lead

Sr.

Process
Architect
Process
Architect
Administrator
Conduct basic administrator training to include:
• User setup and access.

Enablement
sessions are
Sr.

Technical
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enablement • Collaboration hub setup.
• Data dictionary management.
• Attribution.
conducted Lead
BPM Center of
Excellence
Conduct initial workshop to:

• Discuss the benefits and how to
implement them.
o Centralized Process Repository.
o Collaboration Hub.
o Governance.
o Reporting.
o Staffing.

Organizational
Enablement
Sr.

Technical
Lead

Sr.

Process
Architect
Documentation
System configuration document to include:
• User Groups Rights.
• Business Process Hierarchy.
• Data Dictionary.
• Standards & Conventions.
• Model Types.
• Syntax Checks.
• Custom Attributes.
• Governance Workflow.

Training document(s) to include:
• Administrator Training.
o Introduction to Signavio:

Overview of Signavio's features,
interface, and capabilities.
o Process Modeling Basics:

Training on how to create and
modify process models using
BPMN (Business Process Model
and Notation).
o Collaboration Hub Usage:

Instructions on how to navigate
and use the Collaboration Hub
for sharing and discussing
process models.
o Process Documentation:

Techniques for documenting
processes, including attaching
Electronic
Document(s)
Sr.

Technical
Lead

Sr.

Process
Architect
Process
Architect
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files, adding descriptions, and
managing versions.
o Workflow Design and
Execution: Guidance on setting
up workflows, defining roles,
and executing processes within
the system.
o Data and Analytics: Training on
how to use Signavio's analytics
features to gain insights into
process performance and
efficiency.
o Customizing the Signavio
Environment: Tailoring the
Signavio environment to specific
organizational needs, including
custom attributes and report
configurations.
o User Management and Access
Control: Setting up user roles,
permissions, and access control
within Signavio.
o Best Practices for Process
Management: Strategies and tips
for effective process
management and continuous
improvement using Signavio.
o Updates and New Features:

Regular updates on new features
and enhancements in the
Signavio suite.
• End-User Training.
o Process Modeling Basics:

Training on how to create and
modify process models using
BPMN (Business Process Model
and Notation) and Quick Model.
o Collaboration Hub Usage:

Instructions on how to navigate
and use the Collaboration Hub
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for sharing and discussing
process models.
o Process Documentation:

Techniques for documenting
processes, including attaching
files, adding descriptions, and
managing versions.
o Generate BPMN models from
SAP Signavio Process
Intelligence
o Best Practices for Process
Management: Strategies and tips
for effective process
management and continuous
improvement using Signavio.
o Updates and New Features:

Regular updates on new features
and enhancements in the
Signavio suite.

Copies of presentations used during the project.

Description (LeanIX)
Cloud Services
Setup
Setup and configure LeanIX to include:
• Methodology, standards & conventions,
and configuration of the following
factsheets: Drive workshops with other
stakeholders to come up with the
following and their definitions.
o Business Capabilities
o Applications
o IT Components
o Integrations
o Data Flows

End User
Enablement
Conduct end user enablement sessions to
include:
• Operationalize data entry, review
governance processes and optimize role-
based edit standards (Viewer, Member,
Admin).

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• Create change control process to:
o Ensure information is current
and accurate.
o Ensure new IT components are
added to inventory (LeanIX,
Logic Monitor & CMDB).

• Generate heatmaps to support strategic
planning and analysis.
• Define and review roadmaps in to
understand dependencies, drilldowns,
etc.
o Two towers (compute and
storage) – heat maps &
roadmaps to demonstrate in
LeanIX
o Currently in PowerPoint
Administrator
Enablement
Conduct basic administrator training to include:
• User setup and access.
• Fact sheet configuration.

Meta model management.

Documentation All relevant guides and presentations.

Completion Criteria
The method(s) of determining the completion of each deliverable will be the following:

Unless otherwise agreed to, in writing, between the parties, Client shall have 10 days from receipt of each deliverable to determine whether such deliverable substantially conforms to the applicable requirements and is free of any defects. “Substantially” conforms, means that EPI- USE/IMPRIVA has implemented the deliverable in such a way that it meets the requirements set forth in this Proposal and any subsequent requirements document e.g., reporting. If Client does not accept or reject in writing as set forth above, the service and/or deliverable will be considered accepted by Client.

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specific defect of the deliverable. Within five (5) business days of any notice of rejection, EPI- USE/IMPRIVA shall present a corrective plan of action to Client. EPI-USE/IMPRIVA shall then make the corrections at no charge to Client and EPI-USE/IMPRIVA shall resubmit the corrected service or deliverable to Client. Deliverables are tracked via a project plan and status is communicated via a weekly status report.

Client Responsibilities:
• Customer shall cooperate with EPI-USE/IMPRIVA in good faith so that EPI- USE/IMPRIVA can deliver the Services. Customer’s failure to meet or fulfil any of the specified responsibilities or requirements in this Agreement, can result in a delay of the provision of the Services or an increase of fees due.
• Customer is responsible for the overall management of Customer’s project and controls the project realization, process, scope, costs, Customer resources and targeted solutions. • Customer shall staff the listed Customer team roles with the requisite skills and knowledge to complete Customer activities.
• Customer should make reasonable efforts to minimize the change in personnel throughout the duration of the Services.
• If Customer involves third-parties, Customer shall manage any third-party resources and be responsible for their acts and omissions.
• Customer shall supply EPI-USE/IMPRIVA with the names and contact information of key Customer and third-party resources.
• Customer shall be fully responsible for organizational change management of all affected departments.
• Customer shall fulfill and provide listed prerequisites required to perform the Services. • Customer shall provide technical advice regarding any third-party systems accessible to the SAP team.

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• Customer shall comply with any relevant governmental and regulatory requirements.

Assumptions
• The Services are provided based on the current release version of the Cloud Services that are generally available at the start of the Services delivery. Unless SAP’s release notes state otherwise, SAP provides at least 1 quarterly update for general availability. If an update is made generally available during the performance of the Services, any additional planning or configuration required to support the updated release is not included in the Services. • If not otherwise agreed, the project language and corresponding documentation is English. Deliverables will be delivered in English only. • Services are based on a predefined scope and delivery model. In performing the Services, SAP a) May utilize accelerators.
• Will follow applicable parts of the SAP Activate standard implementation methodology. • May use software and tools (Tools) for which all rights of authorship remain with EPI- USE/IMPRIVA.
• This will be a time and materials engagement. EPI-USE/IMPRIVA shall invoice Client upon delivery with terms of Net 30.

Change Procedure
Significant changes to the Scope of Services and/or tasks defined in this Proposal shall be documented in a Change Order Request. Neither party shall be obligated to perform any duties under any Change Request that has not been duly authorized and executed by each of the parties.

Additional Terms and Conditions
Publicity: EPI-USE/IMPRIVA may not use the name or trademarks of Client in any advertisement or press release without prior written consent of Client.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

SERVICES AND DELIVERABLES TO BE PROVIDED

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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

1. Project Planning/Onboarding 1 Week

2. Discovery Workshops 4 Weeks

3. Standards & Conventions/FactSheets 2/90 Minute Workshops

4. Process Modeling/LeanIX Configuration 2/60 Minute Workshops

5. Rollout & Training 90 Minute Training Class (number of classes TBD until team is identified. Admin and Users
each get a 90 minute training class).

6. Deliverable Review 1/90 Minute Meeting

7. Next Steps 1/60 Minute Meeting

Docusign Envelope ID: 132DB8D3-CD33-4C9E-B4F7-100E15377E23 Item 7
Attachment B - EPI-Use
America Inc. Contract
C25193333

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EXHIBIT C

COMPENSATION

REIMBURSABLE EXPENSES

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

Docusign Envelope ID: 132DB8D3-CD33-4C9E-B4F7-100E15377E23 Item 7
Attachment B - EPI-Use
America Inc. Contract
C25193333

Item 7: Staff Report
Pg.
66 Packet Pg. 118 of 240

Professional Services
Rev. Oct 16,2024

Page 30 of 43 ends

Palo Alto City CouncilMarch 3, 2025

Palo Alto City Council
March 3, 2025