Ebix Insurance No. S200004196
AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
SMART ENERGY SYSTEMS, INC.
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City), and Smart Energy Systems, Inc., a Delaware corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for Services between the City of Santa Clara, California and Smart Energy Systems, LLC, dated December 22, 2018 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide acloud-hosted Customer Self-Service Portal, and the Parties now wish to amend the Agreement to (a) assign the agreement to Smart Energy Systems, Inc., (b) extend the term of the Agreement through December 31, 2024 for a revised not-to-exceed amount of $1,653,343, and (c) add one-year options to extend the agreement as may be required, subject to the appropriation of funds.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. All references to "Smart Energy Systems, LLC dba Smart Energy Water" in this Agreement shall be replaced with "Smart Energy Systems, Inc." All rights and obligations of the City and of the Contractor under this Agreement are unaffected by this assignment.
2. Section 2 of the Agreement, entitled "Term of Agreement", is amended to read as follows:
A. Term. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall commence on December 11, 2018 and terminate on December 31, 2024 (Initial Term), inclusive, subject to the provisions of Section 7 (Termination).
Amendment No. 1 to Agreement/Smart Energy Systems, Inc. Page 1 of 9 Rev. 10/25/2019
B. Options to Extend. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for additional one-year terms ("Option Periods") based on the same terms and conditions, subject to compensation adjustments as set forth in First Revised Exhibit B and appropriation of funds.
3. Section 6 of the Agreement, entitled "Compensation and Payment", is amended to read as follows:
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with First Revised Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is set forth in First Revised Exhibit B, which is subject to budget appropriations and includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense.
Contractor shall not be entitled to any payment above the maximum compensation under any circumstance without a valid amendment.
4. Section I (Project Duration and Timeline) of Exhibit A, entitled "Scope of Subscribed Services", is hereby amended by deleting the column "Payment Due" in the table.
5. Exhibit B of the Agreement, entitled "Schedule of Fees", is hereby amended to read as shown in First Revised Exhibit B, attached and incorporated into this Amendment No. 1.
6. Exhibit B-1 of the Agreement, entitled "Detailed Fee Schedule", is hereby amended to read as shown in First Revised Exhibit B-1, attached and incorporated into this Amendment No. 1.
7. Exhibit D of the Agreement, entitled "Software as a Service Subscription Agreement", is amended as follows:
a. Section 1.5 is amended to read as follows: "Initial Term" shall have the same meaning as set forth in Section 2 of the Agreement. b. Section 1.9 is amended to read as follows: "Software" means Provider's SCM software and shall include only the modules specified in Exhibit A or Change Order thereto.
c. Section 10 (Renewals) is hereby deleted in its entirety.
8. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
Amendment No. 1 to Agreement/Smart Energy Systems, Inc. Page 2 of 9 Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
as to t-prm:
of the City Attorney
of Santa Clara
Dated: ////v~~ot,/
DEA~INA J. SANTAN/~
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
SMAF2T ENERGY SYSTEMS, INC.
a Delaware corporation
Dated: ~C~~~'~ ~~~ ~o~Z~
By (Signature): ~~
Name: Harman Sandhu
Title: President
Principal Place of 15495 Sand Canyon Ave., Suite 100
Business Address: Irvine, CA 92618
Email Address: [email protected]
Telephone: (909) 217-3344
Fax: (909) 614-7125
"CONTRACTOR"
Amendment No. 1 to Agreement/Smart Energy Systems, Inc. Page 3 of 9 Rev. 10/25/2019
FIRST REVISED EXHIBIT B
SCHEDULE OF FEES
1. TOTAL MAXIMUM COMPENSATION
The maximum amount payable for all products and services provided under this Agreement shall not exceed One Million Six Hundred Fifty-Three Thousand Three Hundred Forty- Three Dollars ($1,653,343) during the Initial Term, subject to the appropriation of funds. Any additional products or services requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.
2. SYSTEM IN51'AL~ATION AND DATA INTEGRATION SERVICES
Contractor shall provide system installation and data integration services as outlined in Sections G — M of Exhibit A (Scope of Subscribed Services) for a fixed fee of $124,350. Progress payments shall be made to Contractor by City based on net thirty (30) days payment terms as detailed in Table B1, following acceptance of designated milestones. All payments are based upon City's acceptance of Contractor's performance as evidenced by successful completion of all of the deliverables as set forfih for each milestone. City shall have no obligation to pay unless Contractor has successfully completed and City has approved the milestone for which payment is due.
Table B1: S stem Installation and Data Inte ration Fee Breakdown/Pa ment Schedule System Installation and Data Integration Services Amount Fee Breakdown
SCMO -Customer Web Portal and Mobile Platform V7.0 $49,500 Outage Module with Outage Notifications $8,500
SCMO- Enterprise Web Portal and Platform V2.4 $17,500
SCMO Utility Customer Service Portal (utility-facing admin/customer service portal)
$0
Hosting $0
Maintenance &Support $0
Smart iQ Analytics —Meter Data Analytics Version 1.9 $9,700 SMS Text Notifications $9,500
IVR Notifications $7,800
Smart Mobile Workforce —Service Module V5.1 (optional) $8,650 SCMO -Smart Home Module (optional) $13,200
Total $124,350
Pa ment Schedule Amount
Milestone No. 1 25% $31,087.50
Milestone No. 2 25% $31,087.50
Milestone No. 3 15% $18,652.50
Milestone No. 4 15% $18,652.50
Milestone No. 5 10% $12,435.00
Milestone No. 6 10% $12,435.00
Total Pa menu $124,350.00
The additional amount of $17,000 for travel ex enses will be billed as ex enses are incurred.
Amendment No. 1 to Agreement/Smart Energy Systems, Inc. Page 4 of 9 Rev. 10/25/2019
3. ANNUAL SOFTWARE SUBSCRIPTION SERVICES
3.1. The amounts in Table B2 are based upon fees as outlined in First Revised Exhibit B- 1, Detailed Fee Schedule. Any changes in volume over and above the amounts listed under the Notes column may result in additional fees and require revisions to the Total Maximum Compensation.
Table B2: Annual Software Subscription Fee
Description Amount
Year 1 Software Subscription $132,830
Year 1 Credit (Applied in Year 2) -$57,117
Year 2 Software Subscription (End of UAT +12 months) $228,760 Year 3 Software Subscription (Anniversary of end of UAT date) $228,760 Year 4 Software Subscription (second Anniversary of end of UAT date) $228,760 Total $761,993
3.2. City shall be invoiced for the first-year software subscription fees upon signing of the Agreement and annually thereafter upon the anniversary date of Production Deployment.
3.3. City and Contractor shall assess the number of meter accounts prior to each annual invoice. Contractor shall base the upcoming invoice on the number of meter accounts assessed. If the number of meter accounts exceeds 20% of the previous year, Contractor may prorate any amounts due. Contractor must provide a detailed reconciliation report to the City for any prorations.
3.4. City shall prepay a year in advance for the Software Subscription Services provided under this Agreement. In the event of early termination of the Agreement, Contractor shall refund the City on a pro-rated basis any fees paid in advance that have not been expended as of the date of termination.
4. TRANSACTION-BASED FEES
4.1. Any changes in volume over and above the assumptions may result in additional fees and require revisions to the Total Maximum Compensation.
Table B3: Transaction-used Fees
Description Amount
Year 1 ///////
Year 2 (End of UAT +12 months) $250,000
Year 3 (Anniversary of end of UAT date) $250,000
Year 4 (second Anniversary of end of UAT date) $250,000 Total $750,000
4.2. Contractor will invoice the City on a monthly basis in arrears or annually, as set forth in First Revised Exhibit B-1.
Amendment No. 1 to Agreement/Smart Energy Systems, Inc. Page 5 of 9 Rev. 10/25/2019
5. RENEWAL PERIOD COMPENSATION
5.1. Pursuant to Section 2.B of the Agreement, the City reserves the right to extend the term of this Agreement after the Initial Term for additional one-year terms ("Option Periods").
5.2. After the Initial Term, increases in the rates shall be capped at the lesser amount of 3% or the Consumer Price Index, unless otherwise approved by the City. The unit prices listed in First Revised Exhibit B-1 serve as the baseline for the recurring fees to be charged during any Option Periods.
6. ADDITIONAL SERVICES AND SOFTWARE PRODUCTS
6.1. The City may, from time to time, request in writing that Contractor perform a service or provide additional software products to ensure the system continues to meet the City's requirements. Upon Contractor's receipt of City's request, Contractor shall promptly provide City with a written quote. Upon City's written approval of the quote, Contractor shall perform such services or provide the additional software product.
6.2. Notwithstanding the foregoing, Contractor shall not perform any additional services and/or provide additional products requested by the City that would exceed the Total Maximum Compensation.
Amendment No. 1 to Agreement/Smart Energy Systems, Inc. Page 6 of 9 Rev. 10/25/2019
FIRST REVISED EXHIBIT B-1
DETAILED FEE SCHEDULE
This Exhibit provides the fee rates that Contractor may charge the City for services and products with regard to the use of the software. The City may modify this Exhibit to add/delete services and products as may be required. Such changes shall require no modification of the Agreement if the Total Maximum Compensation is not exceeded.
The unit prices set forth in the tables below shall be fixed for the Initial Term of the Agreement.
In the event the rates charge by Contractor's third-party provider for any pass-through fees exceed the increase in the CPI after the Initial Term, Contractor may pass through such increase to the City. All price increases that exceed the increase in the CPI must be supported by documentation from the third-party provider or a formal cost justification letter from Contractor.
Table B1-A —Annual Software Subscri tion Fee
Description of price NotesSoftware /Service
SCMO -Customer For 86,000 Meter Accounts, Includes Following Modules: My Web Portal and $115,716 Account, Usage, Billing, Notifications, Connect Me, Compare, Mobile Platform V10.0 Efficiency, Service
Outage Module with For 86,000 Meter Accounts, Includes Following Modules: My Outage Notifications X20,404 Account, Usage, Billing, Notifications, Connect Me, Compare, Efficiency, Service
SCMO -Enterprise For 125 Names Users, Includes Following Modules: My Web Portal and $31,533 Portfolio, Usage, Billing, Notifications, Connect Me, Compare, Platform V2.4 Efficiency, Service
SCMO Utility
Customer Service
Portal For 70 Utility Employee Users -Includes Following Modules:
(utility-facing ~0 Dashboard, Customer Engagement Analytics, Administration, admin/customer CSR Workbench
service ortal
Hosting $0 Hosting for two years' worth of data
Maintenance &
Support ~0 Includes Support and Software Updates
Smart iQ Analytics — For 86,000 Meter Accounts, Includes Following Modules:
Meter Data Analytics $38,488 Customers &Segments, Leakage Analytics, High Usage Version 1.9 Analytics, Program Management, Violation Management Amendment No. 1 to Agreement/Smart Energy Systems, Inc. Page 7 of 9 Rev. 10/25/2019
Table B1-A —Annual Software Subscri lion Fee
Description of price NotesSoftware /Service
SMS Text $420 Annual fee for Text NotificationNotifications IVR Dialer System $5,900 Annual Fee for IVR Notifications Provides Random Short Code to Send Out SMS Text
Random Short Code $16,000 Messages (Required by Carriers). Optional Vanity Short Code Available at $22,800 Annual
Annual Fee to provides Toll Free Number for Outbound /IVR Toll Free Number $299 Inbound Calls O lions:
Smart Mobile For 10 Utility Field Workers, Includes Following Modules:Workforce —Service $10,000 ServiceModule V5.1 For 86,000Meter Accounts, Allows Utility Customers toSCMO -Smart Home $12,000 Monitor/Maintain Smart Home Devices on Web Portal andModule Mobile Web Portal CSR Co $500 is Annual Amount Per Agent (Equals $25 Per Monthbrowsing /Live Chat $10,000 Per Agent)assumes 20 a ents provides Additional Language Support on Web Portal andSCM Language Pack $19,000 Mobile for One Additional Language (In Addition to English) We Smart Basic $39,000 AI, natural language processing, machine learning-based Chatbot responses. Pre-programmable responses.
~NeSmart Basic +Customer Account specific automatedWe Smart Advanced $59,000 interactions with SCM Billing, Usage, Outage, and ServiceChatbot modules.
Meter Tisrs Blended Fee Per Meter
0-100,000 $2.66
100,001-150,000 (10%discount from prior bucket) $2.39
150,001-200,000 (10%discount from prior bucket) $2.15
Amendment No. 1 to Agreement/Smart Energy Systems, Inc. Page 8 of 9 Rev. 10/25/2019
Table B1-B ~Aonthl /Usa e/Transaction-BasedFee Schedule Service T e Unit Fee
SMS Text Notifications (Inbound) per message $0.003
SMS Text Notifications Outbound er messa e $0.008
IVR Toll Free Inbound er minute $0.030
IVR Toll Free Outbound er minute $0.020
U to 1,000,000 Emails Per Month base fee $875.000
Interchange + 9 Basis Points +
Debit/Credit Card Processing Fees $0.10 per transaction (Visa for Portal, Mobile, Text to Pay, IVR per Mastercard, Discover) and Agent Assisted transaction
Interchange +$0.05 per
Transaction AmEx
Interchange + 9 Basis Points +
$0.10 per transaction (Visa
Debit/Credit Cart! Processing Fees per Mastercard, Discover) for In-Office Payments transaction
Interchange +$0.05 per
Transaction AmEx
$0.50 Per Transaction up to
Echecks Processing Fees for Portal, per
$? 5,000
$0.50 + 0.15 /o Per TransactionMobile, Text to Pay, IVR and Agent transaction over $25,000Assisted Includes One-Time Payment and Recurrin
Setup Fee Waived
24 Hour iVR -English and Spanish ///// Per Minute Fee Waived Convenience Fee Listed Above
Return Check Fee er check $1.00
Chargeback Fees charpeback $4'95
Setup Fee Waived
Text-and-Pay ///// Per Minute Fee Waived
Convenience Fee Listed Above
Agent Assisted Payments and per Agent PerTechnology Support for Citizens Month $959:00 AM to 5:00 PM PST Amendment No. 1 to Agreement/Smart Energy Systems, Inc. Page 9 of 9 Rev. 10/25/2019