Amendment to Professional Services Agreement
Form approved by the City Attorney 8-8-14
FIFTH AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT NUMBER F001225
WITH N. HARRIS COMPUTER CORPORATION
This Fifth Amendment to Agreement Number F001225, dated July 21, 2016 ("Agreement") is made as of this ____ day of ______, 2023, by and between the City of Santa Rosa, a municipal corporation ("City"), and N. Harris Computer Corporation, a Canadian Corporation ("Harris").
RECITALS
A. City and Harris entered into the Agreement for Harris to provide software implementation service of MeterSense software, which was amended by the First Amendment to the Agreement on July 20, 2017, the Second Amendment on October 24, 2019, the Third Amendment on March 11, 2021 and the Fourth Amendment on September 22, 2022.
B. On July, 21 2016, City and Harris entered into a separate but related S upport and Maintenance Agreement with Harris, identified as Agreement Number F001232 (“Support and Maintenance Agreement”) , which was amended by the First Amendment to the Support and Maintenance Agreement on July 20, 2017, the Second Amendment to the Support and Maintenance Agreement on October 24, 2019 , and which will be further amended in conjunction with this Fifth Amendment to the Agreement to add associated support and maintenance fees for the WaterSmart Portal and Water Conservation Manager.
C. City and Harris now desire to further amend this Software Implementation Services Agreement for the purpose of imp roving software functional ity of the customer facing Water Smart Portal and the Water Conservation Manager; and move the annual support and maintenance fee for the Leak Detection and Notification Module from the Third Amendment to this Agreement to the Support and Maintenance Agreement.
AMENDMENT
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. Statement of Work
Schedule A, Schedule A-1, Schedule A-2, Schedule A-3, Schedule A-4 and Schedule A- 5 to the Agreement are supplemented by Schedule A-6 and Schedule A-7, which are attached to this Fifth Amendment.
2. Fees and Payments
Schedule B, Schedule B -1, Schedule B -2, Schedule B -3 and Schedule B -4, are supplemented by Schedule B -5 (attached to this Fifth Amendment), which increases compensation payable to Harris under the Agreement by $95,450.00 (ninety-five thousand four hundred and fifty follars and zero cents) for the additional work as set forth in Schedules A-6 and A-7.
Amendment to Professional Services Agreement
Form approved by the City Attorney 8-8-14
Schedule A-3 and Schedule B -3 to the Agreement are hereby amended to remove the annual support and maintenance fee of $2,587.00 (two thousand five hundred and eighty- seven dollars and zero cents).
All other terms of the Agreement shall remain in full force and effect.
Executed as of the day and year first above stated.
N. HARRIS COMPUTER CORPORATION
a Canadian Corporation
TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
__X__ Corporation
_____ Limited Liability Company
_____ Other (please specify: ___________)
Signatures of Authorized Persons:
By: _____________________________
Print Name:___Marianne Pelletier______
Title: __Manager of Customer Success__
By: _____________________________
Print Name:_____Eric Chabot_________
Title: ____Executive Vice President____
City of Santa Rosa Business Tax Cert. No.
______________6517515____________
CITY OF SANTA ROSA
a Municipal Corporation
By:_________________________________
Print Name:___Jennifer Burke____________
Title:_Director, Water Department_________
APPROVED AS TO FORM:
____________________________
Office of the City Attorney
Attachments:
Schedule A-6 – Statement of Work for Updates to WaterSmart Portal Schedule A-7 – Statement of Work for Updates to Water Conservation Manager Schedule B-5 – Fee Structure and Payment Schedule
SmartWorks Professional Services Quote
Schedule A-6
1 SmartWorks Professional Services Statement of Work
This document defines the work to be performed by the SmartWorks division of N.Harris Computer Corporation (Herein referred to as “Consultant”) for City of Santa Rosa (Herein referred to as “Customer”), upon authorization to proceed from Customer.
Date: January 4, 2023
Customer: City of Santa Rosa
Customer Contact: Kimberly Zunino
Description of Change: Updates to WaterSmart Portal
Related Documents
This Statement of Work is subject to the terms and conditions as defined in the document referenced below.
1. Software License, Support and Maintenance Agreement between City of Santa Rosa and N.Harris Computer Corp.
2. Maintenance Increase Statement of Work between City of Santa Rosa and N.Harris Computer Corp.
2 Scope of Engagement
Description
Customer requested the following modification to their WaterSmart Portal:
1. Modify Menu Items on the Home Page of the Portal as follow:
a. Change the “Library” to Recommendations or Notifications. b. Add quick links (shown as setup) to My Usage Alerts and add FAQ’s. c. Cost:
i. Services: 20 hours / $4,600
ii. Maintenance: $1,150 waived
2. Allow leaks to be notified threw WaterSmartPortal
a. Create rules to create events when there is a continuous usage b. Cost:
i. Services: 20 hours / $4,600
ii. Maintenance: $1,150 waived
3. Add the following reads in the portal:
SmartWorks Professional Services Quote
a. The daily register read or the billing read
b. Must be time stamped
c. Cost:
i. Services: 15 hours / $3,450
ii. Maintenance: $862 waived
4. Name accounts by address for accounts that are already grouped under one log i. Services: 15 hours / $3,450
ii. Maintenance: $862 waived
5. Allow customer to activate portal on behalf of their end-users:
a. It would allow customer to set threshold automatically to activated (opt out, not opt in) for customer’s end users
b. Configure option to set threshold in bulk for those already registered c. Create logic to not impact customers who already set their own threshold i. Services: 45 hours / $10,350
ii. Maintenance: $2,587
1. Note: See separate maintenance increase SOW
6. Internal Use Reports:
a. Create the following reports for staff to see what their end-users have set for notifications:
i. Show end-users thresholds for hourly, daily, weekly, and monthly in bulk ii. Show end-users type (SR, CII, MFR, etc.) in bulk
b. Cost:
i. Services: 15 hours / $3,450
ii. Maintenance: $862 waived
Assumptions and Constraints
1. Customer will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of Consultant’s locations. Consultant shall abide by all rules and directions of Customer when accessing Customer’s network, facilities or systems. A Change Order may be created if appropriate remote access to its network is not available, resulting in project delays.
2. Customer agrees to facilitate any required Customer-side logistics for the fulfillment of this agreement.
3. This Quote is based on a standard 8-hour work day. If there are any changes to the hours required, scope or our understanding of the scope, the price is subject to change.
4. Any discovered issues requiring investigation or configuration will be logged for analysis via SmartWorks Customer Hub ticket.
5. If any additional configuration work is identified to be performed by Consultant, a separate Consulting Services Schedule will be required and additional fees will apply.
SmartWorks Professional Services Quote
6. Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the engagement. Any proposed change to the engagement scope must be put into written format and be submitted to Consultant during this engagement for review and consideration.
7. Customer will assign a lead to act as an internal resource and guide throughout this engagement.
8. Customer will secure the appropriate staff in a timely fashion according to the agreed schedule.
Consultant accepts that there can be challenges in coordinating meetings with multiple resources. Customer accepts that limitations in access to the optimum personnel may result in compromising the content of the deliverables.
9. Anything new to add?
3 Delivery Approach
1. Customer will submit all requests and/or issues within the SmartWorks Customer Hub ticketing system.
2. Work will be scheduled to commence approximately 90 days from receipt of approval.
3. Customer will be contacted to inform them of the scheduled date of their work and the estimated timeframe for when they will be required for testing.
4. Approximately 1 week prior to beginning the work, Customer will be contacted by Consultant to confirm that they will be beginning work.
Upon acceptance of the Statement of Work, an estimated completion date will be provided. Work will commence approximately 90 days from approval of this quote. Should additional time be required to complete this project at any time, you will be notified and asked for your approval in advance of Harris Utilities SmartWorks completing the incremental work.
Upon completion of the tasks detailed in the Statement of Work, Customer will be contacted by the SmartWorks Consultant assigned to this quote to walk through the steps required for testing.
SmartWorks Professional Services Quote
4 Acceptance Criteria
Implementation
The work contained within this document is deemed completed and accepted if one of the following criteria is met:
• The Solution is moved to the Live (production) environment, upon approval from Customer, and is functioning as defined in section 2.1 and 2.2 of this document. The Solution will first be tested in Customer’s test environment.
• 30 days has elapsed from delivery of the modification in Customer’s test environment during which Customer does not communicate any issues with the Solution. • 30 days has elapsed from delivery of the modification in Customer’s test environment, Customer has not provided approval of Solution in test environment, yet Customer has not requested Extension to Acceptance period (i.e. Customer becomes unresponsive during Acceptance Period).
Issues requiring support following acceptance of this work will be logged by Customer through Consultant Support ticketing system, and will be addressed accordingly to the terms Support and Maintenance Agreement between Customer and Consultant.
Please refer to section 6.3.1. to review conditions of Customer Acceptance Period and Extensions to such period.
5 Termination
Customer or Consultant has the right to terminate the work described in this document without cause, at any time, with 10-day written notice to the other party, subject to the obligations identified below.
Customer Obligation
Complete payment for services performed and expenses incurred prior to termination including:
• Any amounts previously invoiced but unpaid;
• Fees for services performed through the termination date which has not been invoiced; and • Any approved Travel and Living costs.
Consultant Obligations
Refund to Customer any fees that have been paid but not earned under this quote through the termination date.
SmartWorks Professional Services Quote
6 Pricing
Effort
Description Effort (Hours)
Design, Implementation and Testing 130
Project Total 130
Fees
Professional Services
This is a fixed price quote based on the scope described above. If there are material changes to the scope or our understanding of the scope, the price is subject to change.
Support and Maintenance
Monthly Support & Maintenance fees may be adjusted based on the increased functionality or complexity resulting from this scope of work.
Taxes
Fees exclude any applicable taxes.
Validity
The price estimate is valid for a period of 30 days from the quote submission date (as identified in Section 1 of this document). Customer may request this date to be extended.
Scope Changes
If there are material changes to the scope or our understanding of the scope, the price estimate is subject to change:
• The Standard hourly rate for additional services is $230 USD. • The Support & Maintenance fees may be adjusted accordingly as well.
SmartWorks Professional Services Quote
Payment Schedule
Customer will be invoiced based on the following payment fees and schedule. All prices are in USD.
Description Payment
Contract Signing (Quote) 50% $14,950
Installation in test environment 50% $14,950
Total 100% $29,900
Additional Annual Support & Maintenance fees
Notes:
• This fee is intended to cover support and maintenance activities anticipated for new functionality provided in this quote.
• The fee will be applied upon installation in test environment (or production if a test environment is not available)
• The first year fee will be pro-rated to align with customer’s existing maintenance payment schedule.
Annual fees are subject to change as defined in the Support and Maintenance agreement.
$0.00**
**See
separate
maintenance
agreement
Invoices are payable on a net 30-day basis.
Payment Method
Customer will be invoiced for the entire level of effort identified in this quote using the direct invoice payment method.
SmartWorks Professional Services Quote
7 Acceptance and Signoff
A signature below will serve as authorization to proceed with the work defined in this document.
Please sign and return this document to Marianne Pelletier:
• Email: [email protected]
□ Approval to Proceed with a Direct Invoicing Payment Method
Please provide both an authorized signature for sign off on this change order, and a technical contact where we should be directing Technical Issues.
Print Name (Authorized signature) Signature Date
Name (Technical Contact) e- mail Phone Number
N. Harris Computer Corporation
The SmartWorks manager authorized to sign this Services Package.
_________
Print Name (Authorized signature) Signature Date
If you have any questions or need further information, please feel free to contact SmartWorks at [email protected]
.
SmartWorks Professional Services Quote
Schedule A-7
1 SmartWorks Professional Services Statement of Work
This document defines the work to be performed by the SmartWorks division of N.Harris Computer Corporation (Herein referred to as “Consultant”) for City of Santa Rosa (Herein referred to as “Customer”), upon authorization to proceed from Customer.
Date: January 4, 2023
Customer: City of Santa Rosa
Customer Contact: Kimberly Zunino
Description of Change: Updates to Water Conservation Manager
Related Documents
This Statement of Work is subject to the terms and conditions as defined in the document referenced below.
1. Software License, Support and Maintenance Agreement between City of Santa Rosa and N.Harris Computer Corp.
2. Maintenance Increase Statement of Work between City of Santa Rosa and N.Harris Computer Corp.
2 Scope of Engagement
Description
Customer requested the following modification to their Water Conservation Manager:
1. Add following information in 5 reports:
a. List of reports:
i. Conservation - High Water Usage Report
ii. Leak Detection and Notification – Single Family Residential Leak Detection Report
iii. Leak Detection and Notification – Leak Detect Water Savings iv. Leak Detection and Notification – Persistent Leaks
v. Registered user reports – Irrigation Between 7am to 8p (custom report) b. Modifications requested:
i. Add customer service zip codes
ii. Add end-users mailing address
iii. Change formatting of reports when downloaded into excel.
SmartWorks Professional Services Quote
1. Format to have: Account number, address, and customer number on separate columns.
iv. Remove customers who appear multiple times on report b. Cost:
i. Services: 20 hours / $4,600
ii. Maintenance: $1,150 waived
2. Update existing location groups and create new ones
a. Cost:
i. Services: 20 hours / $4,600
ii. Maintenance: $1,150 waived
3. Create report of all those customers who have not received rebates a. Cost:
i. Services: 15 hours / $3,450
ii. Maintenance: $862 waived
4. Create report where we could identify customers who irrigate every day without duplicates a. Ie: show customers who us over 200 gallons/hour at the same time of day, Sun-Sat. b. Cost:
i. Services: 25 hours / $5,750
ii. Maintenance: $1,437 waived
5. Add parcel size to High Water Usage Report
a. Cost:
i. Services: 10 hours / $2,300
ii. Maintenance: $575 waived
6. Bucket of 20 hours available for report creation
a. Cost:
i. Services: 20 hours / $4,600
ii. Maintenance: $0
7. Update scorecards in WCM to:
a. Add bulk download of scorecard to mailing address instead of email. b. Add water use comparison in separate report in WC Manager in order to be able to pull it separately from Scorecard.
c. Cost:
i. Services: 60 hours / $13,800
ii. Maintenance: $3,450
1. Note: See separate maintenance increase SOW
8. Allocation Calculations
a. Add a table to store billing cycle allocations calculated the same day as the billing day by a new rule. Generate a report that will run by billing cycle or date range, meter, or location that can produce an Excel file for import into CIS. Note that for CII, H&S, and IRR calculations 2019 needs to be used as it is the last time pre pandemic and drought
SmartWorks Professional Services Quote
but the interval/register data is archived, so use Intelligent Segmentation History to get historic usage.
b. Cost:
i. Services: 85 hours / $19,550
ii. Maintenance: $4,887 waived
9. Reporting for Turn Offs
a. We will add disconnection due to non payment information to our datasync and add a registered report to mimic their current EARS report
b. Cost:
i. Services: 30 hours / $6,900
ii. Maintenance: $1,725 waived
Assumptions and Constraints
1. Customer will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of Consultant’s locations. Consultant shall abide by all rules and directions of Customer when accessing Customer’s network, facilities or systems. A Change Order may be created if appropriate remote access to its network is not available, resulting in project delays.
2. Customer agrees to facilitate any required Customer-side logistics for the fulfillment of this agreement.
3. This Quote is based on a standard 8-hour work day. If there are any changes to the hours required, scope or our understanding of the scope, the price is subject to change.
4. Any discovered issues requiring investigation or configuration will be logged for analysis via SmartWorks Customer Hub ticket.
5. If any additional configuration work is identified to be performed by Consultant, a separate Consulting Services Schedule will be required and additional fees will apply.
6. Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the engagement. Any proposed change to the engagement scope must be put into written format and be submitted to Consultant during this engagement for review and consideration.
7. Customer will assign a lead to act as an internal resource and guide throughout this engagement.
8. Customer will secure the appropriate staff in a timely fashion according to the agreed schedule.
Consultant accepts that there can be challenges in coordinating meetings with multiple resources. Customer accepts that limitations in access to the optimum personnel may result in compromising the content of the deliverables.
9. Should maintenance or support increase to more than twice a year for the Allocation Calculations, a maintenance fee of $4,887 will be implemented.
SmartWorks Professional Services Quote
3 Delivery Approach
1. Customer will submit all requests and/or issues within the SmartWorks Customer Hub ticketing system.
2. Work will be scheduled to commence approximately 90 days from receipt of approval.
3. Customer will be contacted to inform them of the scheduled date of their work and the estimated timeframe for when they will be required for testing.
4. Approximately 1 week prior to beginning the work, Customer will be contacted by Consultant to confirm that they will be beginning work.
Upon acceptance of the Statement of Work, an estimated completion date will be provided. Work will commence approximately 90 days from approval of this quote. Should additional time be required to complete this project at any time, you will be notified and asked for your approval in advance of Harris Utilities SmartWorks completing the incremental work.
Upon completion of the tasks detailed in the Statement of Work, Customer will be contacted by the SmartWorks Consultant assigned to this quote to walk through the steps required for testing.
4 Acceptance Criteria
Implementation
The work contained within this document is deemed completed and accepted if one of the following criteria is met:
• The Solution is moved to the Live (production) environment, upon approval from Customer, and is functioning as defined in section 2.1 and 2.2 of this document. The Solution will first be tested in Customer’s test environment.
• 30 days has elapsed from delivery of the modification in Customer’s test environment during which Customer does not communicate any issues with the Solution. • 30 days has elapsed from delivery of the modification in Customer’s test environment, Customer has not provided approval of Solution in test environment, yet Customer has not requested Extension to Acceptance period (i.e. Customer becomes unresponsive during Acceptance Period).
Issues requiring support following acceptance of this work will be logged by Customer through Consultant Support ticketing system, and will be addressed accordingly to the terms Support and Maintenance Agreement between Customer and Consultant.
Please refer to section 6.3.1. to review conditions of Customer Acceptance Period and Extensions to such period.
SmartWorks Professional Services Quote
5 Termination
Customer or Consultant has the right to terminate the work described in this document without cause, at any time, with 10-day written notice to the other party, subject to the obligations identified below.
Customer Obligation
Complete payment for services performed and expenses incurred prior to termination including:
• Any amounts previously invoiced but unpaid;
• Fees for services performed through the termination date which has not been invoiced; and • Any approved Travel and Living costs.
Consultant Obligations
Refund to Customer any fees that have been paid but not earned under this quote through the termination date.
SmartWorks Professional Services Quote
6 Pricing
Effort
Description Effort (Hours)
Design, Implementation and Testing 285
Project Total 285
Fees
Professional Services
This is a fixed price quote based on the scope described above. If there are material changes to the scope or our understanding of the scope, the price is subject to change.
Support and Maintenance
Monthly Support & Maintenance fees may be adjusted based on the increased functionality or complexity resulting from this scope of work.
Taxes
Fees exclude any applicable taxes.
Validity
The price estimate is valid for a period of 30 days from the quote submission date (as identified in Section 1 of this document). Customer may request this date to be extended.
Scope Changes
If there are material changes to the scope or our understanding of the scope, the price estimate is subject to change:
• The Standard hourly rate for additional services is $230 USD. • The Support & Maintenance fees may be adjusted accordingly as well.
If you have any questions or need further information, please feel free to contact SmartWorks at [email protected].
SmartWorks Professional Services Quote
Payment Schedule
Customer will be invoiced based on the following payment fees and schedule. All prices are in USD.
Description Payment
Contract Signing (Quote) 50% $32,775
Installation in test environment 50% $32,775
Total 100% $65,550
Additional Annual Support & Maintenance fees
Notes:
• This fee is intended to cover support and maintenance activities anticipated for new functionality provided in this quote.
• The fee will be applied upon installation in test environment (or production if a test environment is not available)
• The first year fee will be pro-rated to align with customer’s existing maintenance payment schedule.
Annual fees are subject to change as defined in the Support and Maintenance agreement.
$0.00**
**See
separate
maintenance
agreement
Invoices are payable on a net 30-day basis.
Payment Method
Customer will be invoiced for the entire level of effort identified in this quote using the direct invoice payment method.
SmartWorks Professional Services Quote
7 Acceptance and Signoff
A signature below will serve as authorization to proceed with the work defined in this document.
Please sign and return this document to Marianne Pelletier:
• Email: [email protected]
□ Approval to Proceed with a Direct Invoicing Payment Method
Please provide both an authorized signature for sign off on this change order, and a technical contact where we should be directing Technical Issues.
Print Name (Authorized signature) Signature Date
Name (Technical Contact) e- mail Phone Number
N. Harris Computer Corporation
The SmartWorks manager authorized to sign this Services Package.
_________
Print Name (Authorized signature) Signature Date
If you have any questions or need further information, please feel free to contact SmartWorks at [email protected]
.