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AMENDMENT NO. 4 TO CONTRACT NO. C19174648ABETWEEN THE CITY OF PALO ALTO ANDVERTEXONE SOFTWARE, LLC (FKA WATERSMART SOFTWARE, INC.)This Amendment No. 4 (this “Amendment”) to Contract No. C19174648A (the “Contract”as defined below) is entered into as of March 11, 2026, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and VERTEXONE SOFTWARE, LLC, a Delaware limited liability company, located at 1321 Upland Drive, Suite 8389, Houston, TX 77043(“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 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 effective launch 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. D. The Parties entered into Amendment 3 on February 10, 2025, 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. E. The Parties now wish to amend the Contract in order to increase compensation by One Hundred Forty Thousand Dollars ($140,000) from Five Hundred Thirty-Seven Thousand Seven Hundred Sixty-Three dollars ($537,763) to a new total not to exceed Six Hundred Seventy-Seven Thousand Seven Hundred Sixty-Three Dollars ($677,763), and to extend the term until August 12, 2029, as detailed herein. 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. C19174648Abetween CONSULTANT and CITY, dated August 12, 2019, as amended by: Amendment No. 1, dated March 1, 2022 Vers.: Aug. 5, 2019 Page 2 of 10
Amendment No. 2, dated August 12, 2024Amendment No. 3, dated February 10, 2025b. 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: “SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through, August 12, 2029, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:“SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid toCONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Six Hundred Seventy-Seven Thousand Seven Hundred Sixty-Three Dollars ($677,763). 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.” 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 “C” entitled “COMPENSATION, AMENDMENT NO. 4”, AMENDED 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.) Vers.: Aug. 5, 2019 Page 3 of 10
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 _____________________________ City Manager APPROVED AS TO FORM: _____________________________ City Attorney or Designee VERTEXONE SOFTWARE, LLC By:_______________________________ Name:___ _________ Title:_____________________________ By:________________________________ Name:____ ________ Title:______________________________ Attachments: EXHIBIT “C” entitled “COMPENSATION, AMENDMENT NO. 4” (AMENDED, REPLACES PREVIOUS)
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EXHIBIT “C” COMPENSATION, AMENDMENT NO. 4(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 andagreed 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 ofthe first and second quarterly license payments. All other payments will be made inaccordance with Exhibit C. No further compensation will be made for services provided priorto this Amendment.Cost Structure - Years 1-5:
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Component Q1 Q2 Q3 Q4 Totals Year 1 Integration $5,500Initialization $20,000 Welcome Letters $16,875 Training$1,500Reports$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 Sub-Total $488,875 Additional Service $48,888 Vers.: Aug. 5, 2019 Page 6 of 10
s Total $537,763 Services Billed in Years 1-6:Years Total Amount Spent Year 1 $58,750Year 2 $28,125Year 3 $0 Year 4 $63,500Year 5 $87,500Year 6 (Q1-Q2) $43,750Total $281,625 Cost Structure - Years 6-7: 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 (total # of accounts $4,200 $4,200 $4,200 $4,200 $16,800 Home Water Reports Base $240 $240 $240 $240 $960 Home Water Reports Variable - $0.01280 for each account receiving reports (est. 15,625) $50 $50 $50 $50 $200 SSO for End Customer Base $3,250 $3,250 $3,250 $3,250 $13,000 SSO for End Customer Variable - $0.03207 for each account (est. 21,000) $169 $169 $169 $169 $674 Transactional Fees - $11,779 $11,799 $11,799 $11,799 $47,116 Vers.: Aug. 5, 2019 Page 7 of 10
Estimated cost of all transactional fees, plus a buffer Year 6 Q3 and Q4 Sub Total (Estimated annual cost minus services billed Q1 and Q2)$53,000Year 7 Sub Total $96,750Additional Services Budget Remaining $42,888 Estimated Total Cost - Year 6, Q3 – Year 7, Q4 $192,638Total Billed during Contract Years 1-6,Q2 $281,625Total Contract Not to Exceed (Amend No. 3) $537,763Services Billed from Year 6, Q3 through Year 7, Q3:Years Total Amount Spent Year 6 (Q3 and Q4) $40,333 Year 7 (Q1-Q3) $46,504 Total $86,837 Cost Structure - Years 8-10:Module/Functionality Annual Cost Year 8 NTE Annual Cost Year 9 NTE Annual Cost Year 10 NTE VertexOne Digital Base $24,750 $25,492 $26,257 VXsmart $23,100 $23,793 $24,507 Home Water Reports Base $1,200$1,236$1,273 Home Water Reports Variable – (est. 15,578 accounts receiving reports) $274 $282 $291 SSO for End Customer Base $1,800$1,854$1,910 Vers.: Aug. 5, 2019 Page 8 of 10
SSO for End Customer Variable $1,040$1,071$1,103Transactional Fees - Estimated cost of all transactional fees, plus a buffer $22,000 $23,000 $24,072Total Annual Costs Year 8 – Year 10 Year 8 Sub Total $74,164Year 9 Sub Total $76,728Year 10 Sub Total $79,412Total Cost - Year 8 – Year 10 NTE $230,304 Total Billed during Contract Years 1-7,Q3 $386,462Cost Year 7, Q4 NTE Sub Total $23,109 Cost Year 8 – 10 NTE Sub Total $230,304Total Contract Not to Exceed $677,763 Transactional Fees Pricing Transactional fees include the following: outbound message composition fee, document archival fee, pass through & management fees. 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 DocumentThe 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.
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The table below provides more clarity around when the various transactional fees are charged. Transactional Fees by ChannelChannel Composition Fee Document Archival Fee Pass Through & Management Fee1Email X X SMS X X X Print X X X Voice X X 1Pass through fee from vendor, plus CONSULTANT administration charge Transactional Fees Scenarios Item Composition Fee Document Archival Fee Pass Through & Management Fee 1 Form Submission X 2 Home Water Reports X X X 3 Ad Hoc Utility Communication (City Staff Triggered Outbound Communication)X X X 4 Welcome Letters, Portal Nudge Letters, & Survey LettersX X X 5 Leak Alerts (AMI & Non-AMI) X X X 6 Usage Notifications (Unplanned Use, High Use) X X X 7 Bill Notifications (Bill X X X Vers.: Aug. 5, 2019 Page 10 of 10
Reminder, Bill Ready, Bill Forecast)18 Outage Notifications X X X *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.* Certificate Of Completion
Envelope Id: 2380BBBC-C952-4F2A-9977-E3BADFE707E5
Status: Completed
Subject: Complete with Docusign: C19174648A Amendment 4 final.pdf, C19174648A Amendment 4 revised final ...
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Ann Marie Romero
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250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
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Keith Foerster
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Tracey Brown
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CEO
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