Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 AMENDMENT NO. 3 TO CONTRACT NO. C19174648
BETWEEN THE CITY OF PALO ALTO AND
WATERSMART SOFTWARE, INC.
This Amendment No. 3 (this "Amendment") to Contract No. C19174648 (the "Contract" as defined below) is entered into as of February 10, 2025 by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and WATERSMART SOFTWARE, INC., a Delaware Public Benefit corporation, located at 20 California Street, Suite 200, San Francisco, California 94111 ("CONSULTANT" or "WATERSMART"). CITY and CONSULTANT are referred to collectively as the "Parties" in this Amendment.
RECITALS
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing hosted software services, program administration, and support, for an online water efficiency platform, as detailed therein.
B. The Parties entered into Amendment No. 1 on March 1, 2022 to update the launch effective date, revise Task 1.2 of the Scope of Services, and clarify compensation.
C. The Parties entered into Amendment No. 2 on August 12, 2024, to extend the contract term by six months, from August 12, 2024 to February 12, 2025.
The Parties now wish to amend the Contract in order to extend the term by one year and six months, from February 12, 2025 to August 12, 2026, update the Scope of Services, and amend compensation terms without increasing the total Not-to-Exceed Compensation.
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 Contract No. C19174648 between CONSULTANT and CITY, dated August 12, 2019, as amended by:
Amendment No. 1, dated March 1, 2022
Amendment No. 2, dated August 12, 2024
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2, "TERM" of the Contract is hereby amended to read as follows:
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 "The term of this Agreement shall be from the date of its full execution through, August 12, 2026 unless terminated earlier pursuant to Section 19 of this Agreement." SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachments) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit "A" entitled "SCOPE OF SERVICES, AMENDMENT NO. 3, AMENDED, REPLACES PREVIOUS.
Exhibit "C" entitled "COMPENSATION, AMENDMENT NO. 3" , AMENDED, REPLACES PREVIOUS.
SECTION 4. 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 5. 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.)
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO WATERSMART SOFTWARE, INC.
- DocuSigned by:
-0AE534845D07440..-...-
Name:
City Manager
Title:_ CEO
APPROVED AS TO FORM: - DocuSigned by:
B Kuffer
—2929ER44h41Poerster
Name:
City Attorney or Designee Title: CFO
Attachments:
EXHIBIT "A" entitled "SCOPE OF SERVICES, AMENDMENT NO. 3" (AMENDED, REPLACES
PREVIOUS
EXHIBIT "C" entitled "COMPENSATION, AMENDMENT NO. 3" (AMENDED, REPLACES PREVIOUS) Vers.: Aug. 5, 2019
Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 EXHIBIT "A"
SCOPE OF SERVICES, AMENDMENT NO. 3
(AMENDED, REPLACES PREVIOUS
A. PROGRAM OVERVIEW
Name
Water Efficiency Program and Platform
Brief Program Description
WaterSmart Software ("CONSULTANT"') is a customer engagement and analytics platform.
The City of Palo Alto ("CITY"') has contracted with CONSULTANT to implement a customer engagement program to achieve water efficiency for CITY customers.
The program is comprised of the following elements:
• Software Service
• CITY Analytics Dashboard: Analytics, customer support tools and Program performance data for CITY staff
• Customer Portal: Online engagement, efficiency tips, and water consumption and cost profiles for all CITY customers
• Residential Home Water Efficiency Program
• Customer Letters: Customized communications mailed or emailed to each participant
• Efficiency Study: Treatment and control group will be maintained throughout the duration of the program and will be studied to determine program water savings
B. PROGRAM IMPLEMENTATION AND DELIVERY
The following outlines the Program design and implementation plan applicable to CONSULTANT including but not limited to:
Task 1- SOFTWARE SERVICE
Task 1.1 Data Transfer and CITY Obligations:
• CONSULTANT will conduct data call with CITY IT resources to determine data transfer protocol, content and frequency.
• CONSULTANT will provide the secure file transfer protocol (SFTP) site for data exchange • CITY will make IT resources available to securely transfer a dataset on accounts, including but not limited to account information, consumption history, ongoing feeds of current consumption, and AMI Interval Information when available. • CITY will provide data in CSV (,), tab-delimited (\t), or pipe-delimited (1) Vers.: Aug. 5, 2019
Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 format. When applicable after CITY's AMI expansion, CONSULTANT will initiate and automate data transfer between Meter Data Management System (MDM) and
CONSULTANT, validate AMI data set, display AMI data in Customer Portal and Analytics Dashboard and Customize AMI leak settings and Initiate leak alerts based on AMI data, as desired by CITY.
Task 1.2 Customer Portal provided by VertexOne Digital Base • CONSULTANT will work with CITY to configure the Customer Portal with CITY logo and contact information.
• CITY will approve or exclude any recommendations shown in the Customer Portal and provide CONSULTANT with information on available rebates and incentives and program participation data.
• CITY will provide consolidated feedback and final approvals to CONSULTANT Task 1.3 Analytics Dashboard provided by VXsmart
• CONSULTANT will maintain a dashboard accessible to CITY employees and assigned customer service representatives which includes EM&V information outlined in Task 2.4, program performance data, and customer support tools • Consumption, portal and messaging engagement, leak
alerts, customer portal view
• Live Chat allows CITY staff to ask questions and receive a response within the hour.
Available 7 a.m. to 6 p.m. Pacific Monday thru Friday, excluding federal holidays. • The CONSULTANT Support Site, which is accessible by all CITY staff, includes responses to Frequently Asked Questions as well as common troubleshooting topics, how-to videos and other customer support-oriented content. • Dashboard will be available to CITY staff at all times during the duration of this contract
Task 1.4 Training
• CONSULTANT will provide CITY staff with on-site and webinar training and resources to understand the features and functionality of the Customer Portal and Analytics Dashboard.
Task 1.5 Maintenance of Web Applications
• CONSULTANT will maintain commercially reasonable systems and controls designed to maximize monthly uptime and minimize unscheduled outages of the Customer Portal and CITY Analytics Dashboard. Excluding any down time for maintenance and/or upgrades,
CONSULTANT makes strong efforts to provide Customers and CITY Vers.: Aug. 5, 2019
Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 with access to their respective Web applications on a continuous basis.
• CONSULTANT will provide advance notification of any planned outages and notifies CITY without unreasonable delay if it detects or receives notice of any material problems relating to the Customer Portal and/or the CITY Analytics Dashboard. • CONSULTANT's Web Applications include dynamic and interactive charts and tables that may not be compatible with older Internet browsers. • The Internet browser and operating system requirements are:
Windows XP: Chrome 38+, Firefox 32+
Windows 7, 8, 8.1, 10: IE 11+, Chrome 38+, Firefox 32+
Mac: Chrome 38+, Firefox 32+, Safari 10+
• CONSULTANT's system requirements are subject to change in the future.
TASK 2 - HOME WATER REPORTS (HWR) provided by VXsmart
Water Reports are personalized, informative, carefully designed reports that help CITY customers better understand their water use and the cost and effort it takes the CITY to deliver high quality and reliable water services.
Task 2.1 Configuration of Water Reports
• CONSULTANT's Water Reports will contain several configurable fields. • CONSULTANT will work with the CITY to configure the Water Report with CITY logo and contact information.
• CONSULTANT will provide messages and recommendations for CITY to review and approve for display on a targeted basis. CITY has the opportunity to approve or exclude any messages and recommendations shown in the Water Report. • CITY will provide CONSULTANT with information on available rebates and incentives that should be flagged within relevant water saving recommendations. • For both Messaging and Recommendations, the review process is as follows:
CONSULTANT sends default content to CITY.
CITY project manager sends back a single, consolidated list of approved messages.
CONSULTANT's customer success manager can offer the CITY the opportunity to proof finalized content of Water Reports and the Customer Portal once they are configured.
• CITY has the opportunity to provide one custom text Water Report message per Report.
Task 2.2 Recipients
• CONSULTANT will include up to 25,000 customers in efficiency study and will send reports to no more than 20,000 customers. The number of recipients may Vers.: Aug. 5, 2019
Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 vary slightly in any month of Water Reports based on the availability of valid meter data for each account and the number of new or closed accounts in a given period. Water Reports are sent digitally where valid email addresses are available, and by print otherwise. • CONSULTANT will customize every Water Report by proprietary content personalization to tailor messages and recommendations specifically to each end- user.
Task 2.3 Number and Scheduling of Water Reports
• CONSULTANT will send monthly Water Reports via mail or email to any account type, and may be targeted to certain accounts, sent to randomly selected accounts as part of a randomized control trial, or sent to all of CITY's customers. • Each recipient account is eligible to receive a Water Report every month.
Some accounts may receive fewer Water Reports due to missed or incorrect reads, or a closing or opening of a new account with the CITY. • CONSULTANT will ship Water Reports based on the schedule that the CITY transfers meter read data to CONSULTANT.
Task 2.4 Finalization of Customer Letter
• CONSULTANT will send a Customer Letter on behalf of the CITY, to accounts that receive access to the Customer Portal. The Customer Letter is branded for the CITY (has CITY logo and contact information) and CITY has the ability to personalize the signature. No other customization is available.
• CONSULTANT will send Customer Letters by email where a valid email address is available and by print otherwise.
Task 2.3 Post-Launch Survey
• CONSULTANT will send a post-launch Satisfaction Survey to CITY customers. • CONSULTANT will send a link to a post-launch survey to accounts with email addresses.
• CONSULTANT will provide a sample of the post-launch survey invitation, including one block of content, which the CITY may personalize.
• CITY will provide consolidated comments and final approvals to CONSULTANT • The results of the post-launch survey are used to gauge customer satisfaction and Water Report perceptions. CONSULTANT will share all results of the post-launch survey with CITY.
TASK 3 EFFICIENCY STUDY
Task 3.1 Randomized Control Trial
• CONSULTANT will use a randomized control group design to ensure the water saved as a result of the CONSULTANT program can be accurately measured and verified.
The Residential Recipients receive Water Reports while the Control Group does not.
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 This program design allows CONSULTANT to compare the changes in water consumption and customer satisfaction of the Recipients versus the Control Group and to provide the CITY with formal statistical results. While the group of Residential Recipients may expand after the first term of the project, only the first group of Recipients is used to measure results.
Task 3.2 Measurement and Verification
• CONSULTANT will report changes in consumption for the Recipient Group versus a randomized Control Group selected from CITY's entire population of residential households.
• After three Water Reports have been sent, CONSULTANT will prepare an efficiency study that details the change in water usage for the Recipient versus Control Group, and will load those results into the CITY Analytics Dashboard. This evaluation is performed with a Fixed-Effects regression model using the consumption data for each household in the Recipient and Control Groups. The efficiency study report includes percentage savings, GPD (Gallons per Day) savings, and Acre Foot savings at the program level for all months after the first Water Reports were sent. • CONSULTANT will evaluate and track savings from CITY efficiency program participation.
• CONSULTANT will continue to measure results (as long as a Control Group is maintained).
TASK 4 - INTEGRATION
Task 4.1 Single Sign-On (SSO) provided by VertexOne Digital Base • CONSULTANT will work with CITY's online platform host to provide a single sign on experience for residential and commercial customers. This integration will require cooperation by CONSULTANT in a timely manner to accomplish agreed upon integration protocol processes. CITY's online platform host may change and CONSULTANT will support SSO with new host using CONSULTANT's integration protocol.
• CONSULTANT will ensure that the single sign on functionality is functioning properly.
TASK 5 - INVOICING AND REPORTING
Task 5.1 Reporting
• In addition to the requirements for invoices set forth in Section 5 of the Agreement, CONSULTANT will upload reports into CITY's reporting database in order to complete invoicing when database becomes available.
CONSULTANT will provide CITY with monthly and annual reports in the form of spreadsheets and/or dashboard summary charts as desired by CITY.
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 • Program reports may include information on program participation, cost expenditure and budget remaining, and commodity savings. • CONSULTANT will respond to ad-hoc data requests by CITY. • CONSULTANT agrees to work with CITY to respond to SCVWD, BAWSCA, CPUC, NCPA, CARB, CEC or other Federal, State or local data requests or reporting requirements.
• CONSULTANT will interface with CITY's contracted evaluation, measurement and verification firms as necessary.
• CONSULTANT will evaluate Program efficacy for participating customers and conduct follow up surveys.
Task 5.2 Invoicing
• CONSULTANT will invoice CITY on a quarterly basis consistent with Section 5 of the Agreement and in accordance to the more specific guidelines set forth in Exhibit "C", "Compensation".
• CONSULTANT will provide volumetric reporting for outbound communications transactions by channel. A single communication transaction may incur a composition fee, a document archival fee, and a pass through & management fee, as described in Exhibit C.
• For Pass Through & Management fees, as described in Exhibit C, CONSULTANT will provide the invoice from the vendor to the CITY, which will include line-item charges for each outbound communication destination and an administrative fee. • Any alerts/notifications permitted by the CITY and requested by the customer will incur a composition and document archival fee, as detailed in Exhibit C. The composition fee applies to any communication manually sent by the CITY and communications from the CITY triggered by an algorithm (e.g., high bill warning, leak alert, HWR, etc.). The transactional fees are shown in Exhibit C. • CONSULTANT will provide monthly invoice tracking to ensure spending will not meet the budget threshold without written approval from the CITY.
TASK 6 - PROGRAM TERMINATION
Task 6.1 The CONSULTANT will resolve all outstanding jobs in progress, as well as customer complaints.
TASK 7 - SUBMIT FINAL PROGRAM REPORI
Task 7.1 CONSULTANT will submit a final report which includes a narrative with an overview of the Program and spreadsheet detailing the budget and actual Program cost.
The final report will include Program Achievements, challenges, goals and lessons learned.
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 CONSULTANT agrees to deliver the final report within 30 days of the end of the Term as such date may be extended at the sole discretion of CITY.
Task 7.2 CONSULTANT will maintain electronic copies of invoices for three years as required by the CITY per Section 15. Audits.
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 EXHIBIT "C" COMPENSATION,
AMENDMENT NO. 3
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the task-based rate schedule shown below in Table C-1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement.
REIMBURSABLE EXPENSES
There are no reimbursable expenses under this Agreement.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation,, for such services. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.
Table C-1: Anticipated Quarterly Cost Structure*
*CONSULTANT will invoice CITY upon completion of each task at the close of each quarter for all costs with exception of the Initialization fee, which is billable upon contract execution.
No payment shall be due until each task is completed, or, in the case of reports, until the report is delivered.
Payment for quarterly license shall commence in the quarter that the Launch Effective Date occurs. CONSULTANT and CITY agree that CONSULTANT will apply a $9,375 credit to each of the first and second quarterly license payments. All other payments will be made in accordance with Exhibit C. No further compensation will be made for services provided prior to this Amendment.
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 Cost Structure - Years 1-5:
Component Q1 Q2 Q3 Q4 Totals
Year 1
Integration $5,500
Initialization $20,000
Welcome Letters $16,875
Training $1,500
Reports $12,500 $12,500 $12,500
License $9,375 $9,375 $9,375 $9,375 $138,875
Year 2
Reports $12,500 $12,500 $12,500 $12,500
License $9,375 $9,375 $9,375 $9,375 $87,500
Year 3
Reports $12,500 $12,500 $12,500 $12,500
License $9,375 $9,375 $9,375 $9,375 $87,500
Year 4
Reports $12,500 $12,500 $12,500 $12,500
License $9,375 $9,375 $9,375 $9,375 $87,500
Year 5
Reports $12,500 $12,500 $12,500 $12,500
License $9,375 $9,375 $9,375 $9,375 $87,500
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 Sub-Total $488,875
Additional
Services $48,888
Total $537,763
Services Billed in Years 1-6:
Years Total Amount Spent
Year 1 $58,750
Year 2 $28,125
Year 3 $63,500
Year 4 $63,500
Year 5 $87,500
Year 6 (Q1-Q2) $43,750
Total $345, 125
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 Module/Functionality Q1 Q2 Q3 Q4 Estimated Total Annual Cost Years 6-7
VertexOne Digital Base $4,500 $4,500 $4,500 $4,500 $18,000 VXsmart - $0.80 x 21,000 $4,200 $4,200 $4,200 $4,200 $16,800 (total # of accounts
Home Water Reports Base $240 $240 $240 $240 $960
Home Water Reports $50 $50 $50 $50 $200
Variable - $0.01280 for
each account receiving
reports (est. 15,625)
SSO for End Customer Base $3,250 $3,250 $3,250 $3,250 $13,000 SSO for End Customer $169 $169 $169 $169 $674
Variable - $0.03207 for
each account (est. 21,000)
Transactional Fees - $11,779 $11,799 $11,799 $11,799 $47,116 Estimated cost of all
transactional fees, plus a
buffer
Year 6 Q3 and Q4 Sub Total (Estimated annual cost minus services $53,000 billed Q1 and Q2)
Year 7 Sub Total $96,750
Additional Services Budget Remaining $42,888
Estimated Total Cost - Year 6, Q3 - Year 7, Q4 $192,638 Total Billed during Contract Years 1-5 $345,125
Total Contract Not to Exceed $537,763
Transactional Fees Pricing
Transactional fees include the following: outbound message composition fee, document archival fee, pass through & management fees.
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 Transactional Fee Pricing
Composition Fee $0.005/communication
Document Archival $0.005/communication
SMS Pass Through $0.032/SMS
Print Pass Through $0.52/Printed Document
The pass through & management fee is only incurred if the outbound communication channel is Letter, SMS and/or voice channels. Emails do not incur a Pass Through & Management fee.
Letters may not incur the pass through & management fee if the CITY is responsible for print services.
The table below provides more clarity around when the various The transactional fees are charged.
Transactional Fees by Channel
Channel Composition Fee Document Archival Pass Through & Fee Management Feel
Email X
SMS X
Print X
Voice
1 Pass through fee from vendor, plus CONSULTANT administration charge Transactional Fees Scenarios
Item Composition Fee Document Pass Through &
Archival Fee Management
Fee
1 Form Submission
2 Home Water Reports X
3 Ad Hoc Utility X
Communication (City Staff
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Docusign Envelope ID: CF2FCE46-EF20-4D73-A7A3-34C035462BA5 Triggered Outbound
Communication)
4 Welcome Letters, Portal X
Nudge Letters, & Survey
Letters
5 Leak Alerts (AMI & Non- X X
AMI)
6 Usage Notifications X X
(Unplanned Use, High Use)
7 Bill Notifications (Bill X
Reminder, Bill Ready, Bill
Forecast)
8 Outage Notifications
*Fee pricing is based on the total number of communications with end customers. CONSULTANT will provide monthly invoice tracking to ensure spending will not meet the budget threshold without written approval from the CITY.*
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