DocuSign Envelope ID: EA5EFD3C-4EDC-45A7-86CF-2A 19811 BACDO Ebix Insurance No. S200004196
AMENDMENT NO. 3
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
SMART ENERGY SYSTEMS, INC.
PREAMBLE
This Amendment No. 3 ("Amendment No. 3") 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."
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");
B. The Agreement was amended by Amendment No. 1, dated November 10, 2021, and Amendment No. 2, dated June 30, 2023. The Agreement as amended by all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide a cloud-hosted Customer Self-Service Portal, and the Parties now wish to amend the Agreement as Amended to add services for agent assisted payments.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Exhibit A of the Agreement is hereby amended by the addition of Section N (Agent Assisted Payments) which is attached hereto and incorporated in the Agreement as Amended.
2. Exhibit B-1 of the Agreement as Amended, entitled "Detailed Fee Schedule" is hereby deleted in its entirety and amended and restated to read as set forth in that certain Third Revised Exhibit B-1, attached hereto.
3. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of Amendment No. 3 to Agreement/Smart Energy Systems, Inc.
Rev. 10/25/19
DocuSign Envelope ID: EA5EFD 3C-4EDC-45A7-86CF-2A 19B11 BACDO the Agreement as Amended and this Amendment No. 3, the provisions of this Amendment No. 3 shall control.
The Parties acknowledge and accept the terms and conditions of this Amendment No. 3 as evidenced by the following signatures of their duly authorized representatives.
Approved as to Form:
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
~ ~,j~
Dated: l L-($f j
~
GLEN R. GOOGINS
City Attorney
"CITY"
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
SMART ENERGY SYSTEMS, INC.
a Delaware corporation
-----
Dated : 11/ 6/2 023
By (Signature): ~:'.::s,uJJw. Name: +'i=f-"c--=a'r="rn= ..... a,'-,-"-n~ S-a_n_d-hu ___________ _ Title: President
Principal Place of 15495 Sand Canyon Ave. , Suite 100
Business Address: Irvine , CA 92618 ----'---------------- Em a i I Address : harman .sandhu@sew .ai
Telephone: (909) 217-3344
Fax: (909) 614-7125
"CONTRACTOR "
Amendment No. 3 to Agreement/Smart Energy Systems , Inc.
Rev. 10/25/19
DocuSign Envelope ID: EA5EFD3C-4EDC-45A7-86CF-2A 19B 11 BACDO
EXHIBIT A
SCOPE OF SUBSCRIBED SERVICES
N. Agent Assisted Payments
a) Contractor shall provide training to the City's live agents on the process of transferring a customer to IVR or receiving a customer's call back from the payment call center. A customer can then elect to make a payment via IVR or speak to a payment telephone agent to make a payment.
b) Contractor shall provide its payment telephone agents all necessary training to assist customers in making credit card and ACH payments via telephone. Contractor shall develop a script, with City's approval, to be used by payment telephone agents. Phone center is PCI Level 1 compliant and complies with United States E-Verify. c) Contractor shall provide a monthly report with live agent call statistics. d) Live payment telephone agents will be available to assist customers in making credit card and ACH payments via telephone Monday through Friday, 8:00 AM to 5:00 PM Pacific Time.
e) Contractor shall provide a phone number for the live agent center. f) City shall redirect the IVR option for agent assisted payments to the number provided by Contractor.
Amendment No. 3 to Agreement/Smart Energy Systems, Inc.
Rev. 10/25/2019
DocuSign Envelope ID: EA5EFD3C-4EDC-45A 7-86CF-2A 19B 11 BACDO THIRD REVISED EXHIBIT 8-1
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 and/or services provided. 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 (Consumer Price Index - West Region, as published by the U.S. Bureau of Labor 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 81-A -Annual Software Subscription Fee
Description of Price Notes Software I Service
SCM® - 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 $20,404 Account, Usage, Billing, Notifications, Connect Me, Compare, Efficiency, Service
SCM® - 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
SCM® Utility
Customer Service For 70 Utility Employee Users - Includes Following Modules: Portal (utility-facing $0 Dashboard, Customer Engagement Analytics, Administration, admin/customer CSR Workbench
service portal)
Hosting $0 Hosting for two years' worth of data
Maintenance & $0 Includes Support and Software Updates Support 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. 3 to AgreemenUSmart Energy Systems, Inc.
Rev. 10/25/2019
DocuSign Envelope ID: EA5EFD3C-4EDC-45A 7-86CF-2A 19811 BACDO Table 81-A -Annual Software Subscription Fee
Description of Price Notes Software I Service
SMS Text $420 Annual fee for Text Notification Notifications 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
IVR Toll Free Number $299 Annual Fee to provides Toll Free Number for Outbound/ Inbound Calls
Options:.·.· .. .< .. • >
•; .. \ ... . ..
.·· . ···' ;; .
'. ' .·· ' .. ; . ;.; ·• ; ·.• ·· .... ·· . ....
Smart Mobile For 10 Utility Field Workers, Includes Following Modules: Workforce - Service $10,000 Module V5.1 Service
SCM® - Smart Home For 86,000Meter Accounts, Allows Utility Customers to Module $12,000 Monitor/Maintain Smart Home Devices on Web Portal and Mobile
Web Portal CSR Co $500 is Annual Amount Per Agent (Equals $25 Per Month browsing / Live Chat $10,000 (assumes 20 agents) Per Agent)
SCM Language Pack $19,000 Provides Additional Language Support on Web Portal and Mobile for One Additional Language (In Addition to English) We Smart Basic $39,000 Al, natural language processing, machine learning-based Chatbot responses. Pre-programmable responses.
We Smart Advanced WeSmart Basic + Customer Account specific automated Chatbot $59,000 interactions with SCM Billing, Usage, Outage, and Service modules.
Meter Tiers'
..
.\ ·.· '·< . <<··.
.•. .; I ;;' ···'Y· .. • • . ; •'•••., • ··"'''··· .• ·• ./·// ··. •·· .'.;• ·•·i,:·. Blended f'e'e:PerM.etei" . ·• . ' ·•·•·.•• •·· . . ••.·. 0-100,000
100,001-150,000 (10% discount from prior bucket)
150,001-200,000 (10% discount from prior bucket)
Amendment No. 3 to Agreement/Smart Energy Systems, Inc.
Rev. 10/25/2019
$2.66
$2.39
$2.15
DocuSign Envelope ID: EA5EFD3C-4EDC-45A 7-86CF-2A 19B 11 BACDO Table 81-B Monthlv/Usai:ie/Transaction-Based Fee Schedule Service Type Unit Fee
SMS Text Notifications (Inbound) per $0.003 message
SMS Text Notifications (Outbound) per $0.008 messar:ie
IVR Toll Free (Inbound) per minute $0.030
IVR Toll Free (Outbound) per minute $0.020
Up to 1,000,000 Emails Per Month base fee $875.000
Interchange + 9 Basis Points +
$0.10 per transaction (Visa
Debit/Credit Card Processing Fees for Portal, per Mastercard, Discover) Mobile, Text to Pay, IVR and Agent Assisted transaction Interchange +$0.05 per
Transaction (AmEx)
Interchange + 9 Basis Points +
$0.10 per transaction (Visa
Debit/Credit Card Processing Fees for In-Office per Mastercard, Discover) Payments transaction
Interchange +$0.05 per
Transaction (AmEx)
$0.50 Per Transaction up to
$25,000
Echecks Processing Fees for Portal, Mobile, Text per $0.50 + 0.15% Per Transaction to Pay, IVR and Agent Assisted transaction over $25,000 Includes One-Time Payment and
RecurrinQ
Setup Fee Waived
24 Hour IVR - English and Spanish Ill/I Per Minute Fee Waived Convenience Fee Listed Above
Return Check Fee per check $1.00
Chargeback Fees per $4.95 chargeback
Setup Fee Waived
Text-and-Pay Ill/I Per Minute Fee Waived
Convenience Fee Listed Above
Table 81-C Commercial Accounts Transaction-Based Fee Schedule Service Transaction Invoice Transaction Limit
Fee Timina
All Visa, Mastercard, American N/A (paid
Express, Discover Card Processing for 2.89% by payee at $100,000 processing) (only applies to Mass Market Commercial Accounts accounts, not Enterprise) For transaction fees in Table B1-C, Contractor may increase any and all fees related to payment services one time (at any time) each 12-month period upon 30 days written notice to City; provided that, such increase shall not exceed the higher of (i) 5% or (ii) the percentage change in the Consumer Price Index, West Region, as published by the U.S. Bureau of Labor.
Amendment No. 3 to AgreemenUSmart Energy Systems, Inc.
Rev. 10/25/2019
DocuSign Envelope ID: EA5EFD3C-4EDC-45A7-86CF-2A19811BACD0 Agent Assisted
Payments
Tier 1:
$4,000 per month
(includes 3,000 operator
minutes)
$1.50 per minute over
3,000 o erator minutes
Tier 2:
$5,750 per month
(includes 4,500 operator
minutes)
$1.50 per minute over
4,500 o erator minutes
Tier 3:
$7,550 per month
(includes 6,000 operator
minutes)
$1.50 per minute over
6,000 o erator minutes
Monthly
*Invoicing of
monthly fees for
Agent Assisted
Payments shall
commence upon
go live of the
solution.
Amendment No. 3 to Agreement/Smart Energy Systems, Inc.
Rev. 10/25/2019
Training and implementation
included.