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HomeMy WebLinkAboutContract 49061 7 �a Spectrum Manager Lease Agreement ` •`` 'f�. J per° between NTRACTNO. C/oU •Vq �� ,�� I "' City of Fort Worth 0��` S d ("Customer") and Z Sensus USA Inc. ("Sensus") IN WITNESS WHEREOF, the parties have caused this Spectrum Manager Lease Agreement ("Agreement") to be executed by their duly authorized representatives as of the day and year written below. The date of the last party to sign is the"Effective Date"of the Agreement. At its meeting on May 17, 2016, the City Council of the City of Fort Worth, Texas ("Council') authorized the Customer to enter an Agreement with Aqua-Metric Sales Company("Aqua-Metric")for the Planning, Design and Implementation of Advanced Metering Infrastructure(the"AMI Program")for the Water Department(the"Authorization").As part of the Authorization, Council authorized Customer to obtain additional services, including an FCC spectrum manager lease from Sensus for radio frequency use.The Customer will serve as the end user of a portion of the frequencies,as further set forth herein, for the AMI Program. In order to comply with certain FCC regulations and in furtherance of the Authorization,the Customer and Sensus now enter into this Agreement to accomplish the objectives contained herein. Aqua-Metric joins in this Agreement only in order to evidence the requirements of this Agreement are in furtherance of the Authorization. No consideration will be paid to Sensus by the City in connection with this Agreement, and Aqua- Metric has no rights or authority to use the frequencies leased to Customer under this Agreement. Sensus USA Inc. _ Customer:C__ittyof Fort Worth Name: Ti M Ci0.fri d-e-/r ,•'_ Name: Jesus J. Chapa Title: Vice- P/es;o(Q/?>1 0t SoJes AnW614r Title: Assistant City Manager Date: 21 1 20 11- Date: �� ALO —� Sensus SpeCtpollfn,L,�LnC Aqua Metric Sal Co any By: /�'/ "L, By: U- Name: iVio /4 A e.,wi Name: Mike Cartwright Title: Dada- -N I G'ewosem- Title: Operations Date: /�(Ay ( , 201 Date: 04/17/17 Contract Compliance Manager APPROVAL RECOM E DEDE By signing, I acknowledge that I am the person responsible for the monitoring and administration of this By. contract, including ensuring all performance ing Name: hn Robert Carman require en�t/s. OF�® Title: Director, Water Department Made ene Rafalko, P.E. ' Senior Professional Epp-hgeer APPROVED TO FORM D LEGALITY ATTE By: Name: Jessi4San-qsvang Mar J. Ka JV -(='' •..... Title: Assistant City Attorney City Secretary Date M&C No. C-27726 Form 1295 No. 2016-35997 M&C Date: 05/17/2016 Notification for Spectrum Manager Lease Page 1 of 4 In order for Sensus to apply to the FCC on the Customer's behalf for a spectrum manager lease,Customer must complete the information below in boxes one(1)through ten(10)and certify via authorized signature. Customer's signature will indicate that Customer authorizes Sensus to file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum Lessee,and if Customer does not already have one,ownership disclosure information on FCC Form 602. 1. CustomerlLessee Name: City of Fort Worth Attention To: Water Director Name of Real Party in Interest: John Robert Carman Street Address: 200 Texas Street City: Fort Worth State: TX Zip: 76102 Phone: 817-392-8207 Fax: Email: Is Customer contact information same as above?Yes []No (If No,complete box 2 below) 2. Additional Customer/Lessee Contact Information Company Name: City of Fort Worth Attention To: Senior Water IT Services Manager Name of Lease Contact:: David Holt Street Address: 200 Texas Street City: Fort Worth State: TX Zip: 76102 Phone: 817-392-8207 Fax: Email: 3. Customer/Lessee is a(n)(Select one):❑Individual I❑Unincorporated Association I❑Trust ®Government Entity I❑Corporation I❑Limited Liability Company I❑General Partnership ❑Limited Partnership I[]Limited Liability Partnership I[]Consortium I❑Other 4. FCC Form 602:FCC File Number of Customer's Form 602 Ownership Information: . If Customer has not filed a Form 602,Sensus will file one for Customer. Please complete questions 5,6,and 7 below if Customer does not have a Form 602 on file. Customer must complete items 8,9 and 10 irrespective of whether Customer has an ownership report on file. 5. Customer Tax ID: 5-ci)00:i2 6. Individual Contact For FCC Matters Please designate one individual(the Director of Public Works or similar person)who is responsible to the FCC for the operation of the FlexNet radio system. Name John Robert Carman Title: Water Director Email: -wronworthtexas.gov Phone: 817-392-8207 7. 0 nership Disclosure Information If Customer/Lessee is a government entity,list the names of responsible individuals below,as well as verify citizenship and ownership interests in any entity regulated by the FCC. Such ownership must be disclosed where a mayor/council member owns 10%or more,directly or indirectly,or has operating control of any entity subject to FCC regulation.If any answer to Ownership question is Yes,or any answer to Citizenship question is No,provide an attachment with further ex Ianation. US Citizen? Ownership Disclosure? 2) N/A ❑Yes El No ❑Yes [I No 8. Alien 0wnershi p Questions if the answer is Yes,provide an attachment explain i nthe circumstances 1 Is the Customer/Lessee a forei n government or the representative of any foreigngovernment? []Yes ®No 9. Basic Qualification Information 1)Has the Customer or any party to this application had any FCC station authorization,license,or construction permit revoked or had any Yes ®No application for an initial,modification or renewal of FCC station authorization,license or construction permit denied b the Commission? 2)Has the Customer or any party to this filing,or any party directly or indirectly controlling the Customer or any party to this filing ever been convicted of a felony by any state or federal court? [:]yes ®No 3)Has any court finally adjudged the Customer or any party directly or indirectly controlling the Customer guilty of unlawfully monopolizing or attempting to unlawfully monopolize radio communication,directly or indirectly,through control of manufacture or sale of radio apparatus, []Yes ®No exclusive traffic arrangement,or any other means or unfair methods of com etition? 10. Customer/Lessee Certification Statements 1 The Customer/Lessee agrees that the Lease is not a sale or transfer of the license itself. ®Yes Page 2 of 4 2)The Customer/Lessee acknowledges that it is required to comply with the Commission's Rules and Regulations and other applicable law at all times,and if the Customer/Lessee fails to so comply,the Lease may be revoked,cancelled,or terminated by either the Licensee or the ®Yes Commission. 3)The Customer/Lessee certifies that neither it nor any other party to the Application/Nofification is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988,21 U.S.0§862,because of a conviction for possession or distribution of a controlled substance ®Yes (See Section 1.2002(b)of the rules,47 CFR§1.2002(b),for the definition of"party to the application"as used in this certification.) 4)The Customer/Lessee hereby accepts Commission oversight and enforcement consistent with the license and lease authorization.The Lessee acknowledges that it must cooperate fully with any investigation or inquiry conducted either by the Commission or the Licensee,allow the ®Yes Commission or the Licensee to conduct on-site inspections of transmission facilities,and suspend operations at the direction of the Commission or the Licensee and to the extent that such suspension of operation would be consistent with applicable Commission policies. 5)The Customer/Lessee acknowledges that in the event an authorization held by a Licensee that has associated with it a spectrum leasing arrangement that is the subject of this filing is revoked,cancelled,terminated,or otherwise ceases to be in effect,the Customer/Lessee will have ®Yes no continuing authority to use the leased spectrum and will be required to terminate its operations no later than the date on which the Licensee ceases to have any authority tooperate under the license,unless otherwise authorized by the Commission. 6)The Customer/Lessee agrees the Lease shall not be assigned to any entity that is not eligible or qualified to enter into a spectrum leasing ®Yes arrangement under the Commission's Rules and Regulations. 7)The Customer/Lessee waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against the regulatory ®yes power of the United States because of the previous use of the same,whether b spectrum lease or otherwise. 8)The Customer/Lessee certifies that it is not in default on any payment for Commission licenses and that it is not delinquent on any non-tax debt ®Yes owed to an federal agency. The Customer/Lessee certifies that all of its statements made in this Application/Notification and in the schedules,exhibits,attachments,or documents incorporated by reference are material,are part of this Application/Notification,and are true,complete,correct,and made in good faith. The Customer/Lessee shall notify Sensus in writing in the event any information supplied on this form changes. Ty a or Printed Name of Party Authorized to Sign First Name: MI: Last Name: Suffix: Jesus J. Chapa Title: Customer Name: Assistant City Manager City of Fort Worth Signature: Date: FAILURE TO SIGN THIS APPLICATION MAY RESULT IN DISMISSAL OF THE APPLICATION AND FORFEITURE OF ANY FEES PAID. WILLFUL FALSE STATEMENTS MADE ON THIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT(U.S.Code,Title 18,Section 1001)AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT(U.S.Code,Title 47,Section 312(a)(1))AND/OR FORFEITURE(U.S.Code Title 47,Section 503). Page 3 of 4 Spectrum Manager Lease Agreement 1. Background. A. Customer has bought or will buy or use FlexNet equipment manufactured by Sensus; B. Sensus is leasing spectrum to Customer to operate the FlexNet equipment; C. The spectrum that Sensus is leasing is authorized by Sensus'FCC License(s);and D. Sensus is leasing spectrum to Customer in the area where FlexNet equipment will be operated(the"Service Area"). 2. Definitions in this Agreement.As used in this Agreement,"Sensus"shall mean Sensus USA Inc.and its wholly owned subsidiary,Sensus Spectrum LLC. 3. Spectrum Lease. Sensus hereby grants to Customer,and Customer accepts,a spectrum manager lease("Spectrum Lease")over the frequencies of certain FCC license(s) ("FCC License")solely within Customer's Service Territory. (The frequencies of the FCC License within Customer's geographic Service Territory are called the"Leased Spectrum"). Customer shall pay the Ongoing Fees for use of the Leased Spectrum to Aqua- Metric pursuant to the terms of the Professional Services Agreement("PSA")entered into between the Customer and Aqua-Metric. 4. FCC Forms.At the Federal Communications Commission(FCC),Sensus will;(1)obtain an FCC Registration Number(FRN)for Customer;(2)submit on behalf of Customer the FCC Form 602 Ownership Disclosure Information if Customer has not already done so;and(3)file a FCC Form 608, notification/application for long-term spectrum manager lease.This Lease becomes effective when the FCC accepts the FCC Form 608. 5. Lease Application. In order to complete the FCC lease application,Customer will promptly: A. Complete and sign the representations in Part 1 of this Agreement such that Customer demonstrates it qualifies for a spectrum lease under FCC rules.Customer's signature will indicate that Customer authorizes Sensus to;(1)obtain an FRN on behalf of Customer;(2) submit the FCC Form 602 Ownership Disclosure Information on behalf of Customer if Customer has not already done so;and(3)file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum lessee. B. Give Sensus the coordinates of the boundaries of Customer's Service Territory or,alternatively,approve Sensus'estimation of the same. C. If Customer has not already done so;Customer hereby authorizes Sensus to apply on Customer's behalf and obtain for Customer a Federal Registration Number(FRN,the FCC's unique identifier for each licensee)and shall supply Sensus with Customers Taxpayer Identification Number(TIN). D. Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein. 6. Permitted Use of Spectrum Lease. Customer may transmit or receive over the Leased Spectrum only in the Service Territory and only using FlexNet equipment manufactured by Sensus and used in accordance with Sensus'specifications. Customer may use the Leased Spectrum only to read and direct meters in support of Customer's primary utility business or any other operation approved by Sensus in writing. Without limiting the foregoing, Customer is prohibited from reselling,subleasing or sublicensing the Leased Spectrum or from transmitting voice communications over the Leased Spectrum. For each piece of RF Field Equipment used by Customer,Customer shall affix a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other appropriate visible place to indicate that RF operation is conducted under authority of FCC License(s)issued to Sensus. 7. Term of Spectrum Lease.Unless terminated earlier(because,for example,Customer stops using the FlexNet equipment or because this Agreement terminates or expires for any reason),this Spectrum Lease will have the same term as the FCC license. If Customer is operating in compliance with this Agreement and is current on any payments owed to Aqua-Metric or Sensus,when the FCC License renews,the Parties will apply to the FCC to renew this Spectrum Lease. 8. Termination of Spectrum Lease. The Spectrum Lease will terminate:(a)two months after Customer stops transmitting with FlexNet equipment manufactured by Sensus;(b)upon termination,revocation or expiration of the FCC License;(c)upon Customer's breach of this Agreement;or(d) upon termination or expiration of this Agreement for any reason. 9. FCC Compliance. The following FCC requirements apply A. Pursuant to 47 CFR 1.9040(a); i. Customer must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC if Customer fails to so comply; ii. If the FCC License is terminated,Customer has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC; iii. This Agreement is not an assignment,sale or other transfer of the FCC License; iv. This Agreement may not be assigned except upon written consent of Sensus,which consent may be withheld in its discretion; and v. In any event,Sensus will not consent to an assignment that does not satisfy FCC rules. B. Referencing 47 CFR 1.9010,Sensus retains de jure and de facto control over the applicable radio facilities,including that, i. Sensus will be responsible for Customers compliance with FCC policies and rules. Sensus represents and warrants that it has engineered the FlexNet equipment and accompanying software and other programs to comply with FCC rules.Customer will operate the FlexNet equipment subject to Sensus' supervision and control and solely in accordance with Sensus' specifications. Sensus retains the right to inspect Customers radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules,including to order Customer to cease transmission.Sensus will act as spectrum manager in assigning spectrum under the FCC License so as to avoid any harmful interference or other violation of FCC rules. Sensus will be responsible for resolving any interference complaints or other FCC rule violations that may arise;and ii. Sensus will file any necessary FCC forms or applications and Customer agrees to reasonably assist Sensus with such filing by providing any necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement,the FCC License or FlexNet equipment. 10. Interference. Customer agrees to report to Sensus promptly,and in no event later than 72 hours afterward,any incident related to the Leased Spectrum,including where Customer experiences harmful interference,receives a complaint or other notice of having caused harmful interference,or receives any type of communication from the FCC or other government agency regarding radio transmission. Page 4 of 4 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 5/17/2016 DATE: Tuesday,May 17,2016 REFERENCE NO.: C-27726 LOG NAME: 60AQUA METRIC SUBJECT: Authorize Agreement with Aqua-Metric Sales Company for the Planning, Design and Implementation of Advanced Metering Infrastructure for the Water Department in an Amount Not to Exceed$11,783,697.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize an Agreement with Aqua-Metric Sales Company for the Planning,Design and Implementation of Advanced Metering Infrastructure for the Water Department in an amount not to exceed$11,783,697.00. DISCUSSION: On August 7, 2012, (M&C C-25775)Westin Engineering,Inc. evaluated the feasibility of Advanced Metering Infrastructure(AMI)and mobile workforce management(MWM)technologies for the Water Department(FWWD). The Westin report showed that FWWD would realize tangible results from investing in AMI, including improved business efficiencies through automation,increased revenue by reducing unauthorized use and reduced water loss through leak detection. On March 5,2013, (Resolution No.4185-03-2013)the City Council appointed a Water Utility Task Force to determine the feasibility of pursuing public/private partnerships to add value or lower costs to utility customers,identify alternatives for the management and operation of the water and wastewater systems,assess legal and fiscal implications of any public/private partnership and provide the City Council with recommendations. A Request for Information(RFI) was issued June 5, 2013 to obtain information needed by the Task Force and included(among other considerations)requests for new revenue streams. The RFI yielded one proposal for new revenue through the implementation of an AMI system. On November 11,2013, (Resolution 4258-11-2013)the City Council adopted the findings of the Water Utility Task Force and directed the City Manager to explore the new revenue stream suggestions submitted, including the implementation of AMI. In 2014,Texas voters approved a constitutional amendment to create the State Water Implementation Fund for Texas(SWIFT) from the Rainy Day Fund to expand funding for water-related projects. The Texas Legislature set aside a minimum of 20 percent of the funding for conservation-related projects. The Texas Water Development Board(TWDB)created the SWIFT Program and in the fall of 2015 began making low interest loans available for the regional water plan recommended water management projects. The Region C State Water Plan includes Fort Worth's AMI program in the recommended conservation projects. On July 23,2015, the TWDB adopted Resolution No. 15-091, approving SWIFT financial assistance to the City of Fort Worth for the AMI Program,and on September 01,2015 (M&C G-18549)the City Council authorized a Financing Agreement with the TWDB to fund Phases 1 and 2 of the AMI Program. The issuance of Water and Sewer System Revenue Bonds was approved on October 27,2015 (M&C G-18596). On August 13, 2015, a Request for Qualifications was published by the City of Fort Worth's Department of Financial Management Services,Purchasing Division,for services related to the a development and implementation of the AMI Program. Ten(10)responses were received by the City on September 17,2015. The proposers were evaluated for compliance to the requested information and a group of four proposers was selected for additional scrutiny by a selection committee comprised of City employees in the Water Department and the Purchasing Division. References were contacted and each team of proposers was invited to answer a set of detailed questions with the City selection committee. The selection committee rated Aqua-Metric Company as the most qualified responsive proposer. The AMI Program is expected to improve efficiencies in the Water Department by: • Automating business processes (reducing truck rolls to collect and/or verify meter data, move-in/move-out, etc.); • Increasing revenue collection(reducing unaccounted for water due to theft and improper/inaccurate metering); • Raising the customer awareness of water consumption(reducing calls and truck rolls related to high water bills); and • Identifying leaks in the distribution system sooner(reducing water loss). Services included with the Aqua-Metric Sales Company include: • Planning, design,programming and project management services as needed to provide a complete and functional system; • Business process development, staff training,public awareness campaign and post-pilot assessment; • Purchasing and installing infrastructure(base stations,backhaul communication, antennas and software); • Purchasing and installing water meters, signal transmission equipment and new water meter box lids configured to accommodate transmission equipment; and • Any modifications to existing meter box lids needed to accommodate transmission equipment. Additional Managed Services authorized under this M&C include: • Regional Network Interface(data center); • Customer Web Portal; • Annual Agreements for base station support,customer portal support,antenna leases; and • FCC Agreement for radio frequency use. The AMI program includes the installation of new water meters equipped with radio transmitters to send water consumption data back to the central data center.AMI will be implemented by billing cycle.The AMI pilot area is located within COUNCIL DISTRICT 4 and includes approximately 13,000 meters as the whole of billing cycle 21. The pilot area is generally bounded by IH-Loop 820 on the south,I-35 on the west,Beach Street and SH-377 on the east and Surnmerfields Boulevard and North Tarrant Parkway on the north. Preliminary results of a propagation study indicate 27 antennas at strategic locations across the City will provide adequate signal coverage for the approximately 250,000 water meters to transmit hourly water consumption data every four hours (98.5%read rate).As many antennas as possible will be located on City facilities and the remainder will be installed at leased locations. Processes to address the growth of the City and the rapid expansion of the water distribution system will be developed under this program. Anticipated Schedule: 2016 Phase 1 Planning and Design 2017 Phase 2 Pilot Implementation 2018 –2019 Phases 3 &4 Full Implementation 2020 Phase 5 Evaluation/Assessment/Program Close-out SWIFT funding has been approved by the TWDB in two installments.After demonstrated performance of Phases 1 and 2(funded through the first installment),it is proposed to move forward with the Aqua-Metric Sales Company team for the remainder of the deployment,Phases 3,4 and 5. Contingent on the acceptance of the second installment of SWIFT funding, staff will enter into a contract extension with the Aqua-Metric Sales Company for Phases 3,4 and 5,as approved by this M&C. Appropriation for the AMI Project will consist of the following: Description Existing Additional Future Appropriations Appropriations Appropriations Engineering $0.00 $0.00 $0.00 Pilot Implementation $11,783,697.00 $0.00 $58,500,000.00 Project Planning, Project Management, Inspection, Testing $542,224.00 $0.00 $1,640,207.00 and Contingencies Project Total $12,325,921.00 ,$0.00 $60,140,207.00 *Numbers rounded for presentation purposes. Appropriation for the AMI Project by fund will consist of the following: Fund Appropriations* Water Capital Fund 59601 $24,500.00 TWDB SWIRFT Fund 57005 $12,301,421.00 Future TWDB SWIRFT $60,140,207.00 Project Total $72,466,128.00 *Numbers rounded for presentation purposes. M/WBE Office: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the M/WBE Office,in accordance with the M/WBE or BDE Ordinance, because the purchase of goods or services from source(s)where subcontracting or supplier opportunities are negligible. This project is located in ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that the appropriations are available in the TWDB SWIRFT Fund for Phases 1 and 2 of the AMI project. FUND Existing Additional Future Appropriations Appropriations Appropriations Water Capital Fund 59601 $24,500.00 $0.00 $ TWDB SWIRFT Fund 57005 $12,301,421.00 $0.00 $ Future TWDB SWIRFT $0.00 $0.00 $60,140,207.0, Project Total $12,325,921.00 $0.00 $60,140,2 *Numbers rounded for presentation purposes. FUND IDENTIFIERS (FIDs): TO Department Account Project Program Activity Budget Reference# Amount Fund ID ID year (Chartfield 2) FROM Department Project Budget Reference# Fund ID Account ID ProgramActivity year (Chartfield Amount 2) 57005 0600430 5740010 CO2715 002580 2016 $11,783,697.00 CERTIFICATIONS: Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: John Carman (8246) Additional Information Contact: Madelene Rafalko (5467) ATTACHMENTS 1. 57005 funds inquiry.PNG (CFw Internal) 2. 60AOUA METRIC 1295 Form. dp f (public) 3. 60AOUA METRIC MAP.pdf (Public) 4. 60AOUA METRIC MWBE.pdf (CFW Internal) 5. Aqua Metric Sales Company SAM.pdf (CFw Internal) CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-200606 Sensus USA, Inc. Raleigh, NC United States Date Filed: 2 Name of governmental entity or state agency that is a parry to the contract for which the form is 05/01/2017 being filed. City of Fort Worth,Texas—Fort Worth Water Department Date Acknowle d: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Project SWIFT, Project 51014 City of Fort Worth CSC No.48301(Advanced Metering Infrastructure Project). 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Xylem Inc. Rye Brook, NY United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT _ I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. TRENASIMMONS Notary Public North Carolina X �� Wake County _ Signature of authorized agent&6ontracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said 1 ' m rr( v\ this the day of 20'J,to certify which,witness my hand and seal of office. Ce Vt _ Jitr rhUn 5 P `�U �cc ✓1I Signature of officer administering oath Printed name of officer administering oath Title of officer ad inistering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883