Amendment to Professional Services Agreement
Form approved by the City Attorney 8-8-14
THIRD AMENDMENT
TO PROFESSIONAL SERVICES AGREEMENT NUMBER F001232
WITH N. HARRIS COMPUTER CORPORATION
This Third Amendment to Agreement Number F001232, dated July 21, 2016 ("Support and Maintenance Agreement" or “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 Support and Maintenance Agreement for Harris to provide support and maintenance services of MeterSense software, which was amended by the First Amendment to the Support and Maintenance Agreement on July 20, 2017, and the Second Amendment to the Support and Maintenance Agreement on October 24, 2019.
B. On July 21, 2016, City and Harris entered into a separate but related Software Implementation Services Agreement, identified as Agreement Number F001225 (“Software Implementation Agreement”), which was amended by the First Amendment to the Software Implementation Agreement on July 20, 2017, the Second Amendment to the Software Implementation Agreement on October 24, 2019, the Third Amendment to the Software Implementation Agreement on March 11, 2021, the Fourth Amendment to the Software Implementation Agreement on September 22, 2022, and will be further amended in conjuction with this Third Amendment to the Support and Maintenance Agreement to support improvements to the WaterSmart Portal and Water Conservation Manager software.
C. City and Harris now desire to further amend the Support and Maintenance Agreement for the purpose of adding the associated support and maintenance fees for the WaterSmart Portal and Water Conservation Manager, as well as to move the annual support and maintenance fee of $2,587.00 for the Leak Detection and Notification Module from the Software Implementation Agreement to this Support and Maintenance Agreement.
AMENDMENT
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
1. Exhibit 1 -B to the Agreement is hereby replaced with Exhibit 1- C (attached to this Third Amendment), which increases compensation payable to Harris under the Agreement by $8,624.00 in Year 8 with annual increases.
2. Exihibit 2 to the Agreement is supplemented by Exhibit 2- A , which is attached to this Third Amendment.
3. Section 29 of the Agreement is amended to read as follows:
Amendment to Professional Services Agreement
Form approved by the City Attorney 8-8-14
“29. This Agreement and future documents relating thereto may be executed in two or more counterparts, each of which will be deemed an original and all of which together constitute one Agreement. Counterparts and/or signatures delivered by facsimile, pdf or City-approved electronic means have the same force and effect as the use of a manual signature. Both City and Consultant wish to permit this Agreement and future documents relating thereto to be electronically signed in accordance with applicable federal and California law. Either Party to this Agreement may revoke its permission to use electronic signatures at any time for future documents by providing notice pursuant to the Agreement. The Parties agree that electronic signatures, by their respective signatories are intended to authenticate such signatures and to give rise to a valid, enforceable, and fully effective Agreement. The City reserves the right to reject any signature that cannot be positively verified by the City as an authentic electronic signature.”
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____________
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
Amendment to Professional Services Agreement
Form approved by the City Attorney 8-8-14
Title: ___Executive Vice President_____
City of Santa Rosa Business Tax Cert. No.
________6517515_________________
Attachments:
Exhibit 1-C – Annual Support and Maintenance Fee
Exhibit 2-A – Statement of Work for Increased Maintenance
SmartWorks Professional Services Quote
Exhibit 1-C
Support and Maintenance Fees Compass / MeterSense Software (with increases for improved functionality as shown below)
Year 1 – $52,245
Year 2 – $54,336
Year 3 – $56,509
Year 4 – $58,769
Year 5 – $61,120
Year 6 – $68,234 (leak detection module F001225 amendment 3 adding $2,587) Year 7 – $70,963
Year 8 – $79,839 (software improvements F001225 amendment 5 adding $6,037) Year 9 – $83,032
Year 10 – $86,354
Support and Maintenance Water Conservation Manager
Review Period (9 months after installation date) - $0
Year 1 (one day after end of review period) – $26,500
Year 2 – $42,000
Year 3 – $42,000
Year 4 – $42,000
Year 5 – $42,000
Year 6 – $42,000
Year 7 – $42,000
Year 8– $42,000
Year 9 – $42,000
Year 10 – $42,000
SmartWorks Professional Services Quote
Exhibit 2-A
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: Maintenance increase
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. Updates to WaterSmart Portal project Statement of Work between City of Santa Rosa and N.Harris Computer Corp.
3. Updates to Water Conservation Manager project Statement of Work between City of Santa Rosa and N.Harris Computer Corp.
2 Scope of Engagement
Description
Increase in Maintenance for following projects:
1. Allow customer to activate portal on behalf of their end-users:
i. Maintenance: $2,587
2. Update scorecards in WCM to:
i. Maintenance: $3,450
3. Water Conservation Import Interfaces
i. Maintenance: $2,587
SmartWorks Professional Services Quote
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. Anything new to add?
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 and Discovery 0
Development 0
Testing Support 0
Project Management and Documentation 0
Project Total 0
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% $0.00
Installation in test environment 50% $0.00
Total 100% $0.00
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.
$8,624.00
Invoices are payable on a net 30-day basis.
6.3.1 Pricing Assumptions
Please note that upon delivery of a customization, Customer will have thirty (30) calendar days for acceptance testing, during which time, issues reported within the 30 days will be resolved at no charge provided they are part of the original scope of work defined in section 2.1 and 2.2 of this document. The customization will first be tested in the test environment, and then ported to the Live Environment on agreement from the customer where it will be validated once again.
If required, Customer and Consultant can arrange an extension to the 30-day acceptance period if Customer is approaching the end of the 30-day acceptance period and known validation issues exist which will require additional time beyond the 30 days to resolve, provided Customer is actively engaged in testing initiatives.
All changes or issues reported after 30 days will be considered billable, unless a prior arrangement or extension to the acceptance period is made during the initial 30 days.
If the testing period extends past 30 calendar days, there will be an additional charge to move the modification into Production unless a prior arrangement or extension has been agreed upon.
SmartWorks Professional Services Quote
Payment Method
Customer will be invoiced for the entire level of effort identified in this quote using the direct invoice payment method.
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]
.