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HomeMy WebLinkAboutContract 50009 r f CITY SECRETARY `NI CONTRACT N0. SOFTWARE LICENSE AND SUPPORT AND MAINTENANCE AGREEMENT THIS SOFTWARE LICENSE AND SUPPORT AND MAINTENANCE AGREEMENT("Agreement")made as of the_ 1 day of November,2017. RF,TWF,F, is N. HARRIS COMPUTER CORPORATION ("Harris") -and- CITY OF FORT WORTH ("City") RECITALS 1. At its meeting on May 17, 2016, the City Council of the City of Fort Worth, Texas ("Council') authorized the City 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 City to obtain additional managed services, including regional network interface (data center); customer web portal; base station support, customer portal support, antenna leases; and FCC agreements for radio frequency use. The City will serve as the end user of a portion of the services, as further set forth herein, of the AMI Program.In furtherance of the Authorization,City and Harris 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. Except where this Agreement explicitly states otherwise, no consideration will be paid directly to Harris by the City in connection with this Agreement. 2. This Agreement is organized in three (3) separate parts. Part 1 is the Software License Agrccvwnt,Part 2 is the Support and Maintenance Agreement and Part 3 is the General Terms and Conditions of this Agreement. PART 1 SOFTWARE LICENSE AGREEMENT Harris owns the Software (as defined below). The City wishes to acquire a license to utilize the Software.Harris wishes to grant the City a license to utilize the Software. NOW THEREFORE, in consideration of the mutual covenants set out in this License -1 - OFFICIAL RECORD CITY SECRETARY FT,WORTH,TX Agreement and for other good and valuable consideration(the receipt and sufficiency of which is hereby acknowledged),the parties agree as follows: ARTICLE I. INTERPRETATION Section 1.01 Definitions Throughout this License Agreement,except as otherwise expressly provided,the following words and expressions shall have the following meanings: (a) "Independent Contractor" means any person or company under contract to act on behalf of the City with respect to services outlined in Exhibit 2 "Independent Contractor Responsibilities". The City may appoint an Independent Contractor to act on its behalf to carry out its obligations under the Agreement(s); however, City shall be responsible for (i) all of the actions and/or non-performance of the Independent Contractor, (ii) any breach of the terms and conditions of this Agreement by the Independent Contractor, and (ii)any misuse of the Software by the Independent Contractor. (b) "Completion of Services"means that the Software is fully operational and performing in conformity with the specifications set out herein. For purposes of this License Agreement, Completion of Services will be deemed to have occurred on the date which the City commences using the Software as its predominate business system. (c) "Concurrent User License"means a license that restricts the total number of Users who can access the Software at any one time to the number detailed in Schedule"A". (d) "Confidential Information' means, with respect to a party to this License Agreement, all information or material which: is (A)marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (B)known by the parties to be considered confidential or proprietary, such as the Software, or (C)which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii)was previously known to the receiving party as evidenced by its written records; (iii)is rightly received by the receiving party from a third party who is not under an obligation of confidentiality, or (iv)is independently developed by the receiving party without reference to or use of the other party's Confidential Information. Confidential Information excludes any information that is considered public under Texas law. (e) "Currency"means United States Dollars. (f) "Customer Data" is defined as: -2- (i) End User data collected by the Software ("Collected Customer Data'), (ii) all Intellectual Property associated with the Collected Customer Data (which for the sake of clarity, excludes any and all Harris Intellectual Property), (iii) all Intellectual Property arising out of City's use or City's modification of the Collected Customer Data, and(iv) any City information put into the Software by City. (g) "Designated Computer System" shall mean the City or Independent Contractor's platform and operating system environment which is operating the Software. (h) "Documentation" means user guides, operating manuals, educational materials, product descriptions and specifications, technical manuals, supporting materials, and other information regardless of the media on which it is provided. (i) "End User"means any end user of water that pays City for the consumption of water. (j) "License" means the license granted to the City pursuant to Section 2.01 hereof and includes both a Concurrent User License and a Site License. (k) "License Agreement"means this Software License Agreement. (1) "Release"means an Update or an Upgrade. (m) "Required Programs" and "Required Hardware"have the meaning set out in Section 3.03. (n) "Site License" means a license that restricts the Software such that it can reside in one production environment and unlimited non production environments. (o) "Software" means the software products that are listed in Schedule"A" and to which the License applies. Third Party Software is not included in the definition of Software except where this License Agreement explicitly states otherwise. (p) "Update" means a minor modification or enhancement to the Software relaxed to a bug fix,minor additional functionality or legislative changes. (q) "Upgrade" means a major overhaul of the Software which is a complete new version of the Software. (r) "User"means any employee of City or any of City's Independent Contractor(s)pursuant to the terms of this License Agreement to have access to the Software. Section 1.02 Schedules The Schedules described below and appended to this License Agreement shall be deemed to be integral parts of this License Agreement. Schedule"A" - Description of Software Schedule`B" - Escrow Terms -3 - In the event of any conflict or inconsistency between the terms and conditions in the main body of this License Agreement and the terms and conditions in any Schedule,the terms and conditions of the main body of this License Agreement shall control. ARTICLE II. SOFTWARE LICENSES Section 2.01 Grant of Licenses (a) Subject to the terms and conditions of this License Agreement, Harris hereby grants to the City a personal, non-exclusive, non-transferable and limited right and license to use the Software in object code format on the Designated Computer System (the "License') in consideration for the payment of the License fees. All Releases installed by City or its Independent Contractor are subject to this License. This License and the other terms and conditions related to this License do not apply to Third Party Software except as this License Agreement may state otherwise. (b) Any Software furnished by Harris in machine-readable form may be copied in whole or in part by City or its Independent Contractor for use on the Designated Computer System, access to which by Users can be from any computer terminal, whether internal to or external to City's facility incorporating the Designated Computer System. To the extent that any temporary files associated with the Software are created during such use on terminals those temporary files are permitted under this License but only for such time that the temporary files are actually required. City agrees that the original copy of all Software furnished by Harris and all copies thereof made by City or its Independent Contractor are and at all times remain the sale property of Harris. (c) Any License granted under this License Agreement permits the City or its Independent Contractor to: (i)use the Software for its municipal and corporate purposes including,but not limited to, performing testing, disaster recovery, disaster testing, training, archival and backup as the City deems necessary, and (ii) use, copy and modify the Documentation for the purpose of creating and using training materials relating to the Software, which training materials may include flow diagrams, system operation schematics, and/or screen prints from operation of the Software. Access to and use of the Software by independent contractors of the City shall be considered authorized use under this Section so long as any such independent contractors are bound by obligations of confidentiality and have been approved by Harris in advance of the independent contractors' access to the Software. Such approval by Harris of City's independent contractors shall not be unreasonably withheld. The City shall be responsible for(i)all of the actions of and(ii)any misuse of the Software by any independent contractor. (d) The City may duplicate Documentation, at no additional charge, for the City's permitted uses so long as all required proprietary markings are retained on all duplicated copies. (e) The Software is licensed to the City on multiple levels. The Software is licensed on a "Concurrent User License"and"Site License"basis as set forth in Schedule"A". -4- (i) A Concurrent User License permits the City to use the Software on the Designated Computer System (including all environments such as training, disaster recovery,etc.)provided that the number of Users who may be simultaneously using the Software is limited to the number of Concurrent Users specified for such Software on Schedule "A". A User is further defined as anyone authorized by the City who is logged onto the Software, regardless of the type of interface (i.e. graphical user interface or browser user interface). A Site License permits the City to use the Software on the Designated Computer System in one (1) production environment and unlimited non production environments for the purposes of disaster recovery, disaster testing, training, archival and backup. City requires a separate Site License for each production environment into which the Software or any portion thereof is read in machine-readable form. The City may purchase additional Software Licenses at the time such Licenses become necessary at Harris's then current prices and terms. (f) As between Harris and City, Harris reserves all rights, title and interest in and to the Software not expressly granted herein and the License specifically excludes all such reserved rights, title and interest. Section 2.02 Term of License The License commences on the date of this License Agreement. The License is perpetual and of indefinite duration and shall continue to be in force unless terminated pursuant to the terms hereof. Section 2.03 Restrictions on Use (a) Without limiting the generality of the License granted in Section 2.01 and the other restrictions listed therein, City shall not, and will not allow, direct or authorize (directly or indirectly) any other party to: (i) use the Software for any purpose other than in connection with City's primary business or operations; (ii) disassemble, de-compile, reverse engineer, defeat license encryption mechanisms, or translate any part of the Software, or otherwise attempt to reconstruct or discover the source code of the Software except and only to the extent that applicable law expressly permits, despite this limitation; (iii) modify or create derivate works of the Software; (iv) rent, lease, lend, or use the Software for timesharing or bureau use or to publish or host the Software for others to use; or(v) take any actions that would cause the Software to become subject to any open source or quasi-open source license agreement. City shall be wholly liable to Harris for any misuse of the Software and these restrictions are absolute except as and only to the extent that this License Agreement may expressly permit City to do otherwise. (b) City requires a separate License for each Designated Computer System in a production environment into which the Software or any portion thereof is read in machine-readable form for operation on such Designated Computer System in a production environment. -5- (c) The Software and related materials supplied by Harris are protected by copyright and trademark laws. The Software is licensed and may not be resold by City. Any rights not expressly granted herein are reserved. City may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software and related materials supplied by Harris. Section 2.04 Ownership of Software and Confidential Information (a) The City acknowledges that the Software contains proprietary information and Confidential Information of Harris which shall, at all times,remain the property of Harris and, in addition to its obligations outlined in Section 2.03, the City agrees to treat such Confidential Information in accordance with Subsections(b)and(c)herein. (b) The City will take the same care to safeguard the Software as it takes to safeguard its own Confidential Information of alike nature and such care shall not be any less than would be taken by a reasonable person to safeguard its own confidential information. (c) In order to assist Harris with the protection of its proprietary information and Confidential Information and to enable Harris to ensure that the City is complying with its obligations, City shall permit Harris to visit during normal business hours any premises at which the Software is used shall provide Harris with access to its Software. Harris shall provide City with reasonable notice of any such audit. Section 2.05 Ownership and Disposition of Documents (a) The parties agree that no materials or documents are being created for City by Harris under this License Agreement as of the effective date. All materials and documents which were developed or prepared by Harris for general use and which are not the copyright of any other party or publicly available, including educational materials, the Software and any other computer applications,shall continue to be the property of Harris. (b) Only where the City requests custom materials or documents,then upon the agreement of the parties in writing as evidenced by a duly executed statement of work, the City shall be the exclusive owner of all such custom, materials and documents which are developed or prepared by Harris specifically for the City so long as such customer materials and documents are specifically described as being deliverables that are subject to this Subsection 2.05 (b) in the relevant statement of work, except to the extent to which such materials or documents may contain pre-existing Harris materials, in which case the statement of work will describe the license for such pre-existing Harris materials. Harris's only warranties and representations in respect of such software shall be in the relevant statement of work and no warranties or representations of any kind are provided in this License Agreement. -6- ARTICLE M. REPRESENTATIONS AND WARRANTIES Section 3.01 Warranty of Performance Harris warrants to the City that: (a) the Software will substantially perform as described in the Documentation if the Software is used in accordance with the Documentation, the terms of this License Agreement and where the City has the Required .Programs the Required Hardware. The City's primary recourse in the event the Software does not conform to the Documentation is the repair and replacement of the Software. (b) it has the full right, authority and power to enter into this License Agreement and to grant to the City the Licenses and rights conveyed by this License Agreement. The Software is wholly owned or licensed without restriction by Harris. (c) the Software will perform the general functions set forth herein and will comply with the needs of the City. Section 3.02 No Other Warranties The express warranties contained in this Article III are in lieu of all other representations, warranties and conditions, express or implied, whether arising by statute or otherwise in law or from a course of dealing, or usage of trade, including all warranties related to the merchantability and fitness for a particular purpose of the Software. No warranties are provided in relation to Releases in this License Agreement. Harris will correct any defects about which it is made aware and to produce Releases at such times as it is made aware of defects or Releases. Without limiting the generality of the foregoing, Harris does not represent or warrant and the City acknowledges that there are no further representations or warranties: (a) that the functions contained in the Software will operate in the combinations which may be selected for use by the City or will meet the City's requirements and satisfy its intended results; (b) that the operation of the Software will be error free. Section 3.03 Required Programs (a) The City acknowledges that the use of the Software requires that the City obtain and install additional required software programs (the "Required Programs"), as detailed in the attached Schedule "A". The City agrees that the acquisition, maintenance and updates of the Required Programs shall be at its sole cost. (b) The City and its Independent Contractor acknowledge that the use of the Software requires that they have at minimum the hardware as may be referenced by Harris programs(the"Required Hardware") as detailed in the attached Schedule "A". City or its Independent Contractor's hardware must also be of sufficient quality, condition and -7- repair, and the City agrees to ensure maintenance of its hardware in the appropriate quality, condition and repair at its sole cost and expense, in order to facilitate the achievement of the proper installation and implementation of the Software and Upgrades about which City is provided with commercially reasonable advance notice and the general use of the Software by City. If Harris determines that City's hardware is not of sufficient quality, condition and repair, Harris shall notify City in writing of the Hardware deficiencies. City will strive to remedy any hardware deficiencies within 30 days of notification. Section 3.04 Exclusions to Warranty Harris shall not be liable for any breach of the foregoing warranties which results from causes beyond the reasonable control of Harris, including (a) where the installation, modification or enhancement of the Software has not been carried out by Harris or its authorized agent, or where City or Independent Contractor has taken any action which is expressly prohibited by the Documentation or this License Agreement; (b) user error, or other use of the Software in a manner or in an operating environment for which it was not intended or other than as permitted in the relevant scope of work or in this License Agreement; (c) City or its Independent Contractor's failure to install a new update to Required Programs which has been released to remedy an error or bug, and which Harris has stated is a required update necessary for the operation of the Software; or (d) natural disasters,power surges, lightning strikes,and the like. ARTICLE IV. FEES AND PAYMENTS Section 4.01 Fees and Payments (a) The City agrees to pay Aqua-Metric the license fees in the amount of $409,500 and Aqua-Metric shall remit payment to Harris. No fees are payable by the City of Fort Worth directly to Harris for the license of the Software. ARTICLE V. REMEDIES,LIABILITY AND INDEMNITY Section 5.01 Remedies and Liability (a) Termination of this License Agreement shall not affect any right of action of either parry arising from anything which was done or not done, as the case may be, prior to the termination taking effect. - 8- (b) The City and Harris recognize that circumstances may arise entitling the City to damages for breach or other fault on the part of Harris arising from this License Agreement. The parties agree that in all such circumstances the City's remedies and Harris's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this License Agreement. (i) EXCEPT FOR DAMAGES ARISING OUT OF (a) HARRIS'S INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,OR(b)HARRIS'S INDEMNIFICATION OBLIGATIONS SET FORTH IN Section 5.02:, BOTH PARTIES AGREE THAT THE AGGREGATE LIABILITY OF HARRIS TO CITY FOR ALL CLAIMS, SUITS, ACTIONS AND PROCEEDINGS HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY, UNDER OR RELATING TO THIS LICENSE AGREEMENT OR ITS SUBJECT MATTER, INCLUDING THOSE BASED ON BREACH OR RESCISSION OF CONTRACT, TORT, BREACH OF TRUST, OR BREACH OF FIDUCIARY DUTY SHALL NOT EXCEED, IN THE AGGREGATE, ONE AND A HALF (1.5) TIMES THE LICENSE FEES PAID TO HARRIS BY AQUA-METRIC ON BEHALF OF CITY . (ii) IN ADDITION TO THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CLAIMS FOR CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, INDIRECT DAMAGES, SPECIAL DAMAGES, AGGRAVATED DAMAGES, LOSS OF REVENUE, LOSS OF PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF BUSINESS OPPORTUNITY EITHER UNDER OR RELATING TO THIS LICENSE AGREEMENT OR ITS SUBJECT MATTER, WHETHER BASED ON BREACH OR RESCISSION OF CONTRACT, TORT, BREACH OF TRUST, OR BREACH OF FIDUCIARY DUTY EVEN IF HARRIS HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this License Agreement shall apply even in the event of default,negligence (in whole or in part), strict liability or breach of contract of the person released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and shall extend to such person's affiliates and to its shareholders,directors,officers,employees and affiliates. Section 5.02 Intellectual Property Indemnity (a) Harris warrants that all Software, or any part thereof, famished hereunder, including but not limited to: programs, Documentation, software, analyses, applications, methods, ways, and processes do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. -9- (b) Harris shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Software, License, Documentation, or services in the course of performance or completion of, or in any way connected with providing the Software, License, Documentation, or services, or the City's continued use of the Software,License,Documentation, or services hereunder. (c) Harris agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent,copyright,trade mark, service mark,trade secret,or other intellectual property right arising from City's use of the Software, License, Documentation, or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Software, License, or Documentation. So long as Harris bears the cost and expense of payment for claims or actions against the City pursuant to this Section 5.02(c), Harris shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Harris in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Harris shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Harris timely written notice of any such claim or action, with copies of all papers City may receive relating thereto.Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Harris's duty to indemnify the City under this Agreement. Any breach by City of its covenants under this contract shall nullify this indemnity but not the sole right of Harris to have full and complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith and the settlement thereof, so long as the settlement does not obligate the City to pay money.If the Software,or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Harris shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Software, License, and Documentation; or (b) modify the Software, License, and Documentation to make themliit non-infringing,provided that such modification does not materially adversely affect City's authorized use of the Software,License,Documentation or (c) replace the Software, License, Documentation with equally suitable, compatible, and functionally equivalent non-infringing Software, License, or Documentation at no additional charge to City or Aqua-Metric; or (d) if none of the foregoing alternatives is reasonably available to Harris, terminate this Agreement, subsequent to which termination City may seek any and all remedies available to City under law. - 10- Section 5.03 Remedies Where remedies are expressly afforded by this License Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of the City for liabilities of Harris arising out of or in connection with this License Agreement, notwithstanding any remedy otherwise available at law or in equity. ARTICLE VI. GENERAL Section 6.01 Confidentiality (a) Duty Owed to the City -- Harris acknowledges that it may receive information from the City or otherwise in connection with this License Agreement. Except for information in the public domain, unless such information falls into the public domain by disclosure or other acts of the City or through the fault of the City,Harris agrees: (i) to maintain this information in confidence; (ii) not to use this information other than in the course of this License Agreement; (iii) not to disclose or release such information; (iv) not to disclose or release such information to any third person without the prior written consent of the City,except for authorized employees or agents of Harris;and (v) to take all reasonable actions, whether by instruction, agreement or otherwise, to ensure that third persons with access to the information under the direction or control or in any contractual privity with Harris, do not disclose or use, directly or indirectly, for any purpose other than for performing the Services during or after the term of this License Agreement, any material or information, including the information, without first obtaining the written consent of the City. (b) Duty Owed to Harris -- The parties agree that if the City breaches any term of Section 2.03 or Section 2.04 then Harris shall have the right to terminate this License Agreement and the grant of Licenses herein forthwith without giving notice as set forth in Section 6.02(a). Section 6.02 Termination (a) If either party should fail to comply with its obligations under this License Agreement, the other party must notify the breaching party in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the breaching party must correct the default at no additional cost to the other party, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If the breaching party fails to correct the default, or issue a notice disputing the alleged default, in either case within ninety (90) days following receipt of the Default Notice,the other parry may terminate the whole of this License Agreement. - 11 - (b) If City has failed to pay the license fees in accordance with Article IV then Harris shall have the right to terminate the License and this License Agreement immediately without complying with Section 6.05. (c) In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the City or Aqua-Metric will immediately notify Harris of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except to the portions of License or service fees and annual payments herein agreed upon for which funds were appropriated. Section 6.03 City's Termination for Convenience (a) City shall have the option at any time to terminate this Agreement by giving Harris one hundred twenty(120) days prior written notice to terminate. Such notice, once delivered to Harris, is irrevocable. Should City elect to terminate this Agreement, City acknowledges that: (a)Harris shall have received all fees owed to Harris as of the date of termination; and(b) all rights of City to Licenses granted herein shall cease one hundred twenty(120)days after written notice. Section 6.04 Procedure on Termination (a) If this License Agreement is terminated prior to the Completion of Services, then within thirty(30)days following such termination,the City shall either return to Harris or delete the Software from all of its locations (except as required under any statute related to retention requirements) and shall certify, under the hand of a duly authorized officer of the City, that all copies of the Software or any part thereof, in any form, within the possession or control of the City have either been returned to Harris or deleted. (b) If this License Agreement is terminated following the Completion of Services, then the City may retain the copy of the Software in its possession as of the Completion of Services. Notwithstanding the foregoing, the City will remain subject to the obligations imposed upon it pursuant to this License Agreement with respect to the Software, including, but not limited to, such obligations relating to ownership of the Software and confidentiality and all of the restrictions on the City as set out in Article II. (c) Despite Subsection (d) below, all warranties related to the Software automatically terminate upon the termination of this License Agreement. (d) The following sections and articles shall survive the termination of this License Agreement: Section 3.02, Section 3.04, Section 5.01, Section 5.02, Article IV, and Article VI. Section 5.02 shall survive but shall only relate to an act of infringement that existed as of or prior to the effective date of termination. - 12- Section 6.05 Mediation Any and all disputes arising under, out of, or in relation to this Agreement, its negotiation, performance or termination ("Disputes') shall first be resolved by the parties through the following dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. Section 6.06 Addresses for Notice Any notice required or permitted to be given to any party to this License Agreement shall be given in writing and shall be delivered personally, mailed by prepaid registered post or sent by facsimile to the appropriate address or facsimile number set out below. Any such notice shall be conclusively deemed to have been given and received on the day on which it is delivered or transmitted (or on the next succeeding business day if delivered or received by facsimile after 5:00 p.m. local time on the date of delivery or receipt, or if delivered or received by facsimile on a day other than a business day), if personally delivered or sent by facsimile or, if mailed, on the third business day following the date of mailing, and addressed, in the case of Harris,to: N.HARRIS COMPUTER CORPORATION 1 Antares Drive, Suite 400 Ottawa, Ontario K2E 8C4 Attention: CEO Telephone: 613-226-5511,extension 2149 and in the case of the City,to: Water Department Assistant City Manager - 13 - 200 Texas Street Fort Worth, Texas 76102 With a copy to: City Attorney 200 Texas Street Fort Worth,Texas 76102 Any of the above parties may change its address for notice, by issuing notice to the other party in the manner described in this Section 6.06. Section 6.07 Reorganizations The City acknowledges that the License fee has been established on the basis of the structure of the City as of the Effective Date. To the extent that the City amalgamates, consolidates or undergoes any similar form of corporate reorganization or transition (a "Reorganization"), and the resulting entity(whether or not the City is the resulting or continuing entity)requires additional Licenses to support the system, Harris shall be entitled to receive, and the City shall pay, an additional License fee based on the then prevailing License fee in effect. The provisions of this Section 6.07 shall apply to any subsequent Reorganizations occurring following the first Reorganization. The provisions of this Section 6.07 shall not apply where the City undergoes a Reorganization involving only other organizations that have already purchased a License from Harris only to the extent that the License is for the same Software. For purposes of this License Agreement,any corporate changes undergone by the City will be characterized as either an assignment, in which case Section 6.06 will apply, or a Re-organization, in which case Section 6.07 will apply,but it is not intended that Section 6.06 and Section 6.07 will apply to any single sequence of events, if such application would result in a duplication of the fees provided for in those provisions. Section 6.08 Entire Agreement This License Agreement shall constitute the entire agreement between the parties hereto with respect to the matters covered herein with respect to the License of the Software. No other agreements,representations,warranties or other matters, oral or written,purportedly agreed to or represented by or on behalf of Harris by any of its employees or agents, or contained in any sales materials or brochures,shall be deemed to bind the parties hereto with respect to the subject matter hereof. - 14- Section 6.09 Section Headings Section and other headings in this License Agreement are for reference purposes only,and are in no way intended to describe,interpret,define or limit the scope or extent of any provision hereof. Section 6.10 Governing Law This Agreement shall be governed by,construed and enforced in accordance with the laws of the State of Texas.Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. Section 6.11 Invalidity The invalidity or unenforceability of any provision or covenant contained in this License Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. Section 6.12 Waiver A term or condition of this License Agreement may be waived or modified only by written consent of both parties. Forbearance or indulgence by either party in any regard shall not constitute a waiver of the term or condition to be performed,and either party may evoke any remedy available under the License Agreement or by law despite such forbearance or notice. Section 6.13 Counterparts This License Agreement may be executed in counterparts (whether by facsimile signature, in an email PDF or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same instrument. Section 6.14 Right to Audit Harris agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Harris involving transactions and services relating to this Agreement. Harris agrees that City shall have access during normal working hours to all necessary Harris facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Harris reasonable advance notice of intended audits. Harris further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that City shall,until the expiration of three (3)years after final payment under the subcontract,have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this - 15 - article. City shall give subcontractor reasonable advance notice of intended audits. This provision shall survive any such termination or expiration of this Agreement. Section 6.15 Further Assurances The parties shall do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated hereby, and each party shall provide such further documents or instruments required by any other party as may be reasonably necessary or desirable to effect the purposes of this License Agreement and carry out its provisions. Section 6.16 City Network Access If Harris, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section"Harris Personnel"),requires access to the City's computer network in order to provide the services herein,Harris shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit 3 and incorporated herein for all purposes. - 16- PART 2 SUPPORT AND MAINTENANCE Harris owns the Software which has been licensed to City pursuant to the provisions of Part 1 of this Agreement. The City wishes to receive support and maintenance services related to the Software. Harris shall provide the support and maintenance services related to the Software. I. This Agreement is the exclusive statement of the entire support and maintenance agreement between Harris and City. 2. Harris shall provide software support primarily via telephone and electronic mail in addition to site visits only when necessary. The support services will be provided only during the hours of operation as described in Exhibit 2 hereto and which are in effect as of the Start Date(as defined below), as such services may, at Harris's sole discretion,be modified or supplemented from time to time. Support services required outside of hours of operation will be priced at 2x the prevailing hourly services rate if required by the City. To enable Harris to provide effective support,the City or its Independent Contractor will establish remote access allowing Harris access to the Software for purposes of providing support and maintenance under this Agreement. 3. This support and maintenance under this Agreement becomes effective the date the Software is installed(the"Start Date"). 4. -The Support and Maintenance Fee (equal to $102,375.00 for the first year following the Start Date) will be billed to City annually in advance beginning on the Start Date and thereafter on the anniversary of the Start Date or on an alternative date mutually agreed to by both parties. If the City would like to match the annual invoicing of the Support and Maintenance Fee to its fiscal year or any other period it may request, during the initial term of this Support and Maintenance Agreement, that Harris issue a prorated invoice for the portion of the year remaining during the initial term. Harris may change the Support and Maintenance Fee not more than 2% per year in relation to each renewal term, but City shall only be billed once per year. 5. In addition to the Support and Maintenance Fee, City shall reimburse Harris for its reasonable direct expenses in providing support services ("Billable Fees") pursuant to this Support and.Maintenance Agreement which include as of the Start Date; however, the total Billable Fees shall not exceed an annual amount of$10,000.00: (a) courier services,photocopying,faxing,long distance phone calls and reproduction services, (b) all direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; each individual's travel time billing rate of$75.00/hour; a per diem rate of$70.00 for week days and a$125.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses(no receipts will be provided);and a mileage charge consistent with the Internal Revenue Service recommended rate per mile, - 17- (c) and all other reasonable expenses incurred in the performance of Harris's duties hereunder. Harris may update its reimbursement policies from time to time, in which case such updated policies shall apply for purposes of this Support and Maintenance Agreement, provided that such updated reimbursement policies must generally apply to all clients of Harris and the City is notified in writing in advance of such update. 6. Harris shall supply all Upgrades and Updates to City at no additional charge other than the payment of the Support and Maintenance Fee. Upgrades made at the election of City that require additional services to be performed by Harris outside of the scope of those services provided by Harris as described in this Support and Maintenance Agreement, including additional training and professional services for the installation and implementation of the Upgrade that will be subject to the Harris's then-prevailing policies,terms and Billable Fees related to pricing and hourly rates. Updates or Upgrades due to changes in the services provided by Harris, and the training related thereto,will be made and done at no charge to the City. 7. All Updates of the Software and all those services listed in Exhibit 2 which are included as part of City's Software support will be made available to City at no additional charge other than the payment of the Support and Maintenance Fee. 8. All payments required to be made hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or other governmental charges. Harris shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Harris may be required to collect or pay upon the sale, use or delivery of the support and maintenance services described in this Support and Maintenance Agreement shall be paid by City and such sums shall be due and payable to Harris upon receipt of an invoice therefore. Any taxes levied in relation to the services required for a Release shall be paid by City. The City shall be responsible for the payment of any applicable duties and sales/consumption taxes. 9. The initial term of this Support and Maintenance Agreement shall be for one year beginning on the.Start Date or as the initial term has been modified pursuant to Section 4. Thereafter, this Support and Maintenance Agreement shall automatically renew on an annual basis, unless terminated by either party upon giving to the other not less than 30 days' notice in writing prior to the end of the initial term or any subsequent anniversary of such date. City shall pay the then applicable Support and Maintenance Fee in advance for each term of the Support and Maintenance Agreement and where the notice of non- renewal has not been provided in accordance with these terms, the City is obliged to pay the Support and Maintenance Fee for the then applicable term. The termination of this Support and Maintenance Agreement by City shall not affect the License or the Software License Agreement. Harris shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement is terminated. City acknowledges that if this Support and Maintenance Agreement is terminated,then it will not be. eligible .to receive the benefits of this Support and Maintenance Agreement including the right to Releases or to access the source code in escrow upon the - 18 - occurrence of any Event of Default. 10. Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by Harris in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with Harris, and City shall acquire no proprietary rights by virtue of this Support and Maintenance Agreement. 11. Harris shall have the right to terminate this Support and Maintenance Agreement immediately if: (a) City attempts to assign this Support and Maintenance Agreement or any of its rights hereunder, or undergoes a Reorganization, without complying with the License Agreement; or (b) City has not paid an invoice within ninety(90)days of the start of a renewal term. 12. Unless otherwise agreed to by the parties, all notices required hereunder shall be made in accordance with the provisions of the License Agreement. 13. Either party's lack of enforcement of any provision in this Support and Maintenance Agreement in the event of a breach by the other shall not be construed to be a waiver of any such provision and the non-breaching parry may elect to enforce any such provision in the event of any repeated or continuing breach by the other. 14. The parties agree that the terms and conditions contained herein shall prevail notwithstanding any variations on any orders, e-mails or other correspondence submitted by City. Intentionally Deleted. 15. (a) Termination of the Support and Maintenance of Part 2 of this Agreement shall not affect any right of action of either party arising from anything which was done or not done,as the case may be,prior to the termination taking effect. (b) The City and Harris recognize that circumstances may arise entitling the City to damages for breach or other fault on the part of Harris arising from this Support and Maintenance Agreement. The parties agree that in all such circumstances the City's remedies and Harris's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Support and Maintenance Agreement. (c) THE AGGREGATE LIABILITY OF HARRIS TO CITY FOR ALL CLAIMS, SUITS, ACTIONS AND PROCEEDINGS HOWSOEVER ARISING, , DIRECTLY OR INDIRECTLY, UNDER OR RELATING TO THIS SUPPORT AND MAINTENANCE AGREEMENT OR ITS SUBJECT MATTER, INCLUDING THOSE BASED ON BREACH OR RESCISSION OF CONTRACT, TORT, BREACH OF TRUST, OR BREACH OF FIDUCIARY DUTY SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF SUPPORT FEES ACTUALLY PAID BY THE CITY DURING THE THEN- URRENT _TERM (AND IN NO EVENT BEING GREATER THAN 12 - 19 - MONTHS) OF THE SUPPORT AND MAINTENANCE AGREEMENT TP TO AND INCL.LTDING THE DATE OF TERMINATION. (d) IN ADDITION TO THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CLAIMS FOR CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, INDIRECT DAMAGES, SPECIAL DAMAGES, AGGRAVATED DAMAGES, LOSS OF REVENUE, LOSS OF PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY EITHER UNDER OR RELATING TO THIS SUPPORT AND MAINTENANCE AGREEMENT OR ITS SUBJECT MATTER, WHETHER BASED ON BREACH OR RESCISSION OF CONTRACT, TORT, BREACH OF TRUST, OR BREACH OF FIDUCIARY DUTY EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 17. The parties hereby confirm that the waivers and disclaimers of liability_ releases from liability. limitations and apportionments of liability. and exclusive remedy provisions expressed throughout this Support and Maintenance Agreement shall apply even in the event of default. neagence (in whole or in part, strict liability or breach of contract of the person released or whose.liability is waived,disclaimed. limited_agportibMd or fixed by such remedy provision_ and shall extend to such person's affiliates and to its hareholders. directors.officers.employees and affiliates. 18. Where remedies are expressly afforded by this Support and Maintenance Agreement. such remedies are intended by the parties to be the sole and exclusive remedies of the City for liabilities of the Harris arising out of or in connection with this Support and Maintenance Agreement_ notwithganding any remedy ojherwise available at law or in e uity 19. The City may, at City's option, enter into an escrow arrangement with Harris. Upon the City's request: (i) City shall be presented with the standard escrow beneficiary enrolment document for participation in Harris's source code escrow arrangement with an escrow agent(the"Escrow Arrangement"). (ii) By entering into this Escrow Arrangement, the City shall have all the rights as stipulated in the escrow agreement together with those rights which are more specifically outlined in Schedule `B", Escrow Terms, which shall form part of this Support and Maintenance Agreement in , accordance with the terms of Schedule`B". -20- PART 3 GENERAL TERMS AND CONDITIONS The following General Terms and Conditions are fully incorporated to the Agreement and binding on the parties hereto. 1. Insurance by Harris: Harris shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: a. Commercial General Liability i.Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or ii. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000.Umbrella policy shall contain a follow- form provision and shall include coverage for personal and advertising injury. b. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement,including owned,non-owned,or hired vehicles,with a combined limit of not less than$1,000,000 per occurrence. c. Professional Liability(Errors&Omissions)in the amount of$1,000,000 per claim and $1,000,000 aggregate limit. d. Statutory Workers'Compensation and Employers'Liability Insuranc©requirements per the amount required by statute. e. Technology Liability(Errors&Omissions) i. Combined limit of not less than$1,000,000 per claim$2,000,000 aggregate or ii.Coverage shall include,but not be limited to,the following: (w)Failure to prevent unauthorized access f (x)Unauthorized disclosure of information (y)Implantation of malicious code or computer virus (z)Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of copyright,or trade mark,brought against the City for use of Deliverables, Software or Services provided by Contractor under this Agreement. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or qn umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Contractor Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two(2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. -21 - Any other insurance as reasonably requested by City. General Insurance Requirements: a. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. b. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. c. Insurers will endeavor to provide Thirty (30) days' notice of cancellation of the Commercial General Liability policy to the City. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth,Texas 76102, with copies to the City Attorney at the same address. d. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. e. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 2. Sovereign Immunity. Nothing in this Agreement constitutes a waiver of the City's sovereign immunity. To the extent this Agreement requires the City to waive its rights or immunities as a government entity, such provisions are hereby deleted and shall have no force or effect. 3. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of the City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, the City shall have the right to terminate this Agreement except for those portions of funds which have been appropriated prior to' termination. 4. Confidential Information. The City is a government entity under the laws of the State of ,. Texas and all documents held or maintained by the City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that the City maintain records in violation of the Act, the City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. -22 - 5. City Access to Information. All Customer Data shall be considered the property of the City, and shall remain directly accessible to the City at all times with no additional charge. At minimum, read-only accounts to all system databases shall be provided to the City. The City shall have the right to request any and all database table structure information from Harris that would allow the utilization of data owned by the City,provision of this information shall not be unreasonably refused unless deemed in conflict with the proprietary intellectual property of Harris, release of which has the potential to harm Harris business interests. This is meant as protection of trade secret, processes and software code that is not subject to General Terms and Conditions Section 4,Confidential Information. 6. Assignment. Neither party shall have the right to assign or transfer any of its rights or interests in the Agreement without the express prior written consent of the other party; however, Harris shall have the right to assign the Agreement to any entity in which it is a recognized legal affiliate or subsidiary or which such entity obtains a majority interest without the consent of the City. However, Harris shall give the City at least thirty (30) days written notice of any such assignment or transfer of interest. 7. Israel. Harris acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:�I) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Harris certifies that Harris's signature provides written verification to the City that Harris: (1) does not boycott Israel;and(2)will not boycott Israel during the term of the contract. -23 - } Name:Jessica Sangsvang Title:Assistant City Attorney Form 1295: Contracts Compliance Manager By Signing, I acknowledge that I am the person responsible for monitoring and administration of this contract,including ensuring all performance and reporting requirements Per:)qm Name:Madelene Rafalko Title: Senior Professi al Engi ATTEST Per: N me: Ma .K er Title:City Secretary M&C: �- Date: -25 - OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX IN WITNESS WHEREOF the parties hereto have duly executed this Software License and Support and Maintenance Agreement to be effective as of the date first written above. N.HARRIS COMPUTER CORPORATION Per: ` — Name: s J Lewis ecutive Vice President Date: l fit,&n ( �? AQUA-METRIC SALES COM _ By: ^, l.� OCan Date: l� -Z 0 1- -- Michael Cartwright VP of Operations CITY OF FORT WORTH By: Jesus J.Chapa Assistant City Manager AP RECOMMENDED ? Me: i�ne�: �ra S°;h ec�r Ti4 it.rine rector,Water Department APPROVED AS TO FORM AND LEG TY: Per: -24- 0FFICIj%L RECORD CITY SECR-TARP FT.V:ORS ISI TX Schedule"A" Description of Software MeterSense MDM and Compass-includes: SmartWorks Framework CIS/Billing Connector(HTE) AMI Connector(Sensus FlexNet) SCADA Connector CMMS Connector(Maximo) Process Automation Module Distribution Optimization Module KPI Dashboard Module Task Manager Module Rate and Revenue Analysis Module Weather Module Required Programs As outlined for the City below. Required Hardware As outlined for the City below. HARDWARE AND SOFTWARE REQUIREMENTS OF THE SYSTEM Metersense MDM Hardware Based on our current understanding of the project requirements,we are providing the following hardware and software recommendations for the Metersense MDM Solution. Data retention requirements: Metersense MDM will store the interval and register read data according to the following table: Service Num r of Interval Water 255,000 60 minute Actual account numbers can vary over time. The server size is recommended with the assumption that the number of services may expand by 20%over five years. Disk storage requirements are shown for data retention periods of 2,3,4,and 5 years. Metersense MDM application/database Server Production apnlication/database Server 2 Socket CPU Server,(24 or more hyperthreaded or virtualized 2.5Ghz CPUs total) Linux Red Hat Enterprise Linux 7.x 64 bit Oracle 12c Standard Edition Two 256 GB RAM 100 GB RAID Disk array(I SK RPM)or SAN LUN—Operating System 450 GB RAID1 Disk array(15K RPM)or SAN LUN—Oracle Home and Application RAID10 Disk array(15K RPM)or SAN LUN—Oracle Data RAIDS Disk array(1 OK RPM)or SAN LUN—Local Database backo(compressed) (Qptional) Disk space requirements shown in the following table: Data Retention Period(Years) Oracle Data Space Local Database Backup(TB) Requirements(TB) (optional) 2 5.4 1.8 3 8.4 2.8 4 11.7 3.9 5 15.3 5.1 Minimum IOPS requirement for the Data storage subsystem is 7344,using an 80%read,20% write ratio. Test application/database server(optional) 2 Socket CPU Server,(8 or more hyperthreaded or virtualized 2.5Ghz CPUs total) Linux Red Hat Enterprise Linux 7.x 64 bit Oracle 12c Standard Edition Two 64 GB RAM 100 GB RAID Disk array or SAN LUN-Operating System 300 GB RAID 1 Disk array or SAN LUN--Oracle H6me and Application RAIDS Disk array(10K RPM)or SAN LUN-Oracle Data(to accept a full dump of the production database) Disk space requirements shown in the following table DaWlWntion Disk space eriod(years) requirements JB) 2 5 3 7.5 4 10 5 12.5 Note:A lower performance disk subsystem has been suggested on the test server assuming performance testing is not a requirement License Requirements: Oracle 12c(Oracle Standard Edition Two version,one license per Populated CPU Socket) Note:This version is limited to use on servers with a maximum of two CPU sockets Linux Red Hat Enterprise Linux 7.x(one Support Subscription per server) Note:Additional storage may be required if data granularity or meter volume requirements change. Virtual Machine Recommendations As per the physical server requirements,we recommend combining the Application and Database server into one virtual machine unless the client requires a"split architecture" approach in their environment,or has a pre-existing database server that they want to utilize. We also suggest that the VM be allocated the same number of CPUs as the equivalent physical Application/Database server(up to the maximum allowed by the customer's VMware License). The virtual machine is should have the equivalent memory of the physical server recommendation. It may be possible to initially configure a production virtual machine with less memory or CPUs than an equivalent physical server,but this recommendation is only given with the caveat that if the performance of the system suffers as a result, the memory(and/or CPUs)will need to be increased to the amount suggested in the physical hardware requirements. It is recommended that the requirements be reviewed with the customer prior to purchase as these requirements may change based on actual Customer environment. Backup Procedure Recommendations Smartworks recommends the use of an Oracle RMAN backup process,utilizing either custom RMAN scripts or an"Oracle Backup Agent"as part of client's existing backup solution, for the Oracle database backups and file based backups for the Application files,to copied or stored on a remote file store.Use of compressed backups and 7 day and 2 copy retention policies is recommended for data integrity. Incremental(level 1)backups would be performed 6 days a week and a Full(level 0)would be performed on the 7h day. Schedule"B" Escrow Terms Where the City has agreed to be a beneficiary of the Escrow Agreement (as defined below) by entering into the Escrow Arrangement, the following sections shall apply to the Support and Maintenance Agreement upon the execution of the Escrow Arrangement. (a) Harris and Lincoln-Parry (the "Escrow Agent") have entered into an escrow agreement(the"Escrow Agreement"). The Source Code is provided by Harris to the Escrow Agent pursuant to the terms of this Agreement. The City has a right to the Source Code pursuant to the provisions of this Schedule and the Escrow Agreement as it has agreed to participate in the Escrow Arrangement and is a beneficiary because the City has completed the Escrow Arrangement document. Harris agrees that if an "Event of Default" occurs, then the City shall have the right to one copy of the most current version of the Source Code for the affected Software and associated Documentation. (b) An Event of Default is defined as and shall be deemed to have occurred if Harris: (1) ceases to market or make available maintenance or support services for the Software during-a-period in which the City is entitled to receive or to purchase, or is receiving or purchasing, such maintenance and support and Harris has not promptly cured such failure despite the City's demand that Harris make available or perform such maintenance and support, (2) becomes insolvent, executes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings, and it continues to be subject to bankruptcy proceedings ninety (90) days following either its application into bankruptcy protection or the commencement of such proceedings, or(3) has transferred all or substantially all of its assets or obligations set forth in this Agreement to a third party which has not assumed all of the obligations of Harris set forth in this Agreement. (c) Harris will promptly and continuously update and supplement the Source Code as necessary with all corrections, improvements, updates, releases, or other changes developed for the Software and-Documentation. Such-.,Source Code shall be in a form suitable for reproduction and use and shall consist of a full source language statement of the program or programs comprising the Software. (d) The governing License for the Software includes the right to use Source Code received under this Schedule as necessary to modify, maintain, and update the Software but for no other purposes outside the normal business operations of the City. (e) The termination of the Support and Maintenance Agreement shall immediately end the City's rights as a beneficiary under the Escrow Agreement and Escrow Arrangement,as applicable. (f) This Schedule `B" shall form part of the Support and Maintenance Agreement only where an Escrow Arrangement is entered into by the parties. The Escrow Agreement provides that either the Escrow Agent or Harris will annually send notices to the City of the Escrow Agent's continued possession of the Source Code and will also state the activity related to the Source Code provided to the Escrow Agent by Harris for the previous year. The Escrow Agreement cannot be terminated without the consent of each beneficiary (licensee) of the Escrow Agreement. Exhibit 1 Annual Support and Maintenance Fee License Item Price MeterSense MDM and Compass-includes: $4099500 • SmartWorks Framework • CIS/Billing Connector(HTE) • AMI Connector(Sensus FlexNet) • SCADA Connector • CMMS Connector(Maximo) • Process Automation Module • Distribution Optimization Module • KPI Dashboard Module • Task Manager Module • Rate and Revenue Analysis Module • Weather Module First Year Maintenance Item Price All licensing noted above: $1029375 Exhibit 2 Standard Support and Maintenance Services—Standard Guidelines Exhibit 2 Software Support Agreement Standard Guidelines Harris Utilities, SmartWorks Products The purpose of this Exhibit is to provide our customers with information on our standard coverage, the services which are included as part of your annual software support,a listing of call priorities,an outline of our escalation procedures and other important details. 1. Standard Support and Maintenance Services — Standard Guidelines The services listed below are services that are included as part of your software support. • Support for the SmartWorks products as implemented by our Professional Services group includes: ■ The SmartWorks products and all default functionality ` ■ The SmartWorks product side.of-the.interfaces with other third party systems,as implemented by our Professional Services Consultants • Customized rules developed by Professional Services staff. Rules developed or modified by the Customer are not supported through the standard Support and Maintenance agreement. • The integrity of the data within the SmartWorks products,to the extent that the SmartWorks product has manipulated it. The SmartWorks products are not responsible for the completeness or accuracy of the data originating in third party systems(e.g.AMI,CIS,etc.) • Advice on VEE parameter settings and processes,however the VEE settings themselves are the responsibility of the Customer • We will create and install software updates(release notes will be available upon request)that may include: • Defect corrections(as warranted) Planned enhancements State(Provincial)and/or Federal mandated changes(charges may exist depending on scope) We will troubleshoot customer issues and provide recommendations for resolution at Harris' expense We will provide remote training on subjects of limited scope. As a rule of thumb,a subject of limited scope can be addressed in about 15 minutes over the phone. If a customer makes numerous training requests in a short period of time,we may deem the training requests to be of a broad nature. • HealthWatch-Online Diagnostics • HealthWatch rules will collect data and alert Support Services when specific thresholds have been met(e.g.disk space limit reached,no interval data for two days,etc.) • We will proactively monitor your.solution.to identify small issues before they become big. problems using our HealthWatch tool. Depending on the nature of the issue,we may either alert you or attempt to address the issue ourselves. • Customer Care Program. On a periodic basis,we will share useful information regarding the use of your SmartWorks products and our services through one or more of the following methods: ■ Support Bulletins • Communication on new products and services • On-site visits(as required) • Webinars • Surveys • Design review(within a limited scope,delivered remotely)for potential enhancements or custom modifications • If requested,provide an Outstanding Calls Report with conference call • Ability to attend the annual customer conference(attendance fees apply) • Opportunity to participate in BETA programs at our discretion We shall provide an online ticketing system with the following features: • Ability to log and close calls • Ability to view and update calls • Ability to update contact information ■ Access to published documentation • Access to support knowledge base • Ability to participate in discussion forums • Ability to report on metrics • 800 Toll Free Telephone Support 2. City Responsibilities In order to effectively provide our support services,the City(or its Independent Contractor if so chosen as per the definitions of this Agreement),is responsible for the following items.In each case referenced as"the City"it is deemed to mean the City or its Independent Contractor: • During the project,the City shall notify Consultant of suspected defects in any of the Software supplied by Consultant. City shall provide, upon Consultant request,additional data deemed necessary or desirable by Consultant to reproduce the use-case in which such defect occurred. • City shall ensure proper system permissions are in place for use of online diagnostics on the Software supplied by Consultant to City. • City shall ensure that its personnel are,at relevant stages of the project as defined by the Consultant,educated and trained in the proper use of the Software in accordance with applicable Consultant manuals and instructions. • The parties shall agree on a plan for proper backup procedures necessary to replace critical City data in the event of loss or damage to such data from any cause. • During the project,the City shall agree and sign off on the performance of any tests it deems necessary prior to the use of the Software. • . ' City shall be responsible-for rotes created and/or edited by City staff - During the project,the City,will be responsible for approving all VEE parameter settings,the regular monitoring of validation failures,and action taken against any validation failures 3. City's Independent Contractor's Responsibilities It is understood that the City has the option to choose an Independent Contractor to host the Application at any time.It is also understood that this Independent Contractor may or may not have a strategic partnership with Harris.While Independent Contractors that have a strategic partnership with Harris offer many advantages,in no way does this Agreement presuppose this arrangement or deem it necessary for successful supporting of the application. In order to effectively provide our support services,the Customer's Independent Contractor,is responsible for the following items: Independent Contractor shall ensureproper system permissions are in place for use of online diagnostics on the Software supplied by ensure Harris to City. • Independent Contractor shall establish proper backup procedures necessary to replace critical City data in the event of loss or damage to such data from any cause.Independent Contractor shall provide Harris with access to qualified functional or technical personnel to aid in diagnosis and to assist in repair of the Software in the event of error,defect or malfunction. • Independent Contractor shall have the sole responsibility for: • Assuring proper Designated Computer System installation,configuration,verification,audit controls and operating methods. • Timely upgrade and keeping current all third-party license releases and/or Software products to meet the requirements of the Consultant Software. 4. Solution Updates Harris will make updates available from time to time. When an update is available,Harris will make an announcement to its customers. City Witt agree to allow Harris to perform all Updates within twelve(12)-months of Release for ensure City is current on the latest version of the Harris Software. 5. Billable Support Services ARTICLE 11 The services listed below are services that are out of scope of your support and maintenance agreement and are-therefore considered billable services. It should be noted that some of these services can be performed by other consultants and are not exclusive to Harris. • Provision of remote or on-site training on subjects of broad scope • New interfaces to non-SmartWorks applications • Creation of additional test instances- Custom nstances Custom modifications over and above those defined in the initial implementation project(e.g. rules,reports, new data,data extracts and conversions,product enhancements and features requested by City,etc.) • Database maintenance,repairs and optimization,refreshes, backups,restores not performed by Independent Contractor Extended Hardware and Operating System support not performed by Independent Contractor • Upgrades and support of third party software(e.g.database software,OS,web server,etc.)not performed by Independent Contractor • Installations and/or re-installations of the software solution over and above those defined in the initial implementation project. • Support for rules developed by,or modified by,the City • Cleansing or re-processing of data originating from a third-party system that is not the fault of SmartWorks(e.g.AMI,CIS,etc.) • New interfaces or connections to third party applications 6. Operations 7. Hours Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday,excluding designated statutory holidays. Support hours may vary by specific product line. Weekend assistance is available,but must be scheduled in advance,and in most cases is billable. 8. Holiday Schedule ARTICLE I I I Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below. New Year's Eve Early Closure(noon EST) New Year's Day Closed President's Day(USA)/Family Day(Canada) Closed Victoria Day(Canada) Closed Labor Day Closed Canada Day Closed Thanksgiving Day-(Canada) Closed Christmas Eve Early Closure(noon EST) Christmas Day Closed Boxing Day(Canada) Closed 9. Call Process All issues or questions reported to support are tracked via an eSupport call.Our support analysts cannot provide assistance unless a support call is logged. The use of an eSupport allows us to track the resolution of your issues. As well,it helps us measure our activities so we can properly forecast our staffing requirements. Our current process for logging calls includes the following:eSupport(via website),email,phone and fax. eSupport tickets can be logged/tracked by all agencies the City deems necessary. (e.g. Hosting Agent,Aqua-Metric etc) • Your call must contain at a minimum:your City name,contact person,software product and version,module and/or menu selection,nature of issue,detailed description of your question or issue and any other information you believe pertinent. • Our support system or one of our support analysts will provide you with a call id to track your issue and your call will be logged into our support tracking database. • Your call will be stored in a queue and the first available support representative will be assigned to deal with your issue. • As the support representative assigned to your call investigates your issue,you will be notified of status updates,actions and resolution plan via the support call system. If we require additional information,you will be contacted by the assigned support representative to supply the information required. • All correspondence and actions associated with your call will be tracked against your call in our support database. At any time,you may log onto our website to see the status of your call. • Once your issue has been resolved,the call will be set to"confirm resolution"status. You will then have time to evaluate the resolution and provide feedback. Once you are satisfied that the issue has been addressed,you will then close the call. We will do our best to provide you with adequate time to evaluate the resolution. However,we will then close a ticket if we do not receive any feedback for an extended period of time. You will always be notified of a pending or actual call closure. You will have the option of re-opening the ticket if needed. • Once your call has been closed,you will receive an automated notification by email that your call has been closed. This email will contain the entire event history of the call from the time the call was created and leading up to the resolution of the call. You also have the option of viewing both your open and closed calls,if available to you,via our website. • If your issue needs to be escalated to a development resource or programmer for resolution, your issue will be forwarded to our development team.Your support call will remain open until our development team provides a response.If a development item opens,you will be provided with a development tracking number upon request. Issues escalated to development will be scheduled.for resolution and may not be resolved immediately depending on the nature and complexity of the issue. • You may contact the support department at your convenience for a status update on your development issues,or log onto our website to view your issues online. 10. Call Priorities In an effort to assign our resources to incoming calls as effectively as possible,Harris has identified three call priorities: 1(high/critical),2(medium),and 3(low).The criteria used to establish a call priority are as follows: Priority _ 1 System Down(Software Application,Hardware,Operating System, Database) Program errors without workarounds • Incorrect calculation errors not caused by data coming from the FlexNet IAMI system • Error messages preventing data integration and update I Performance issues of severe nature impacting critical processes • Security Issues Note:in most cases issues affecting a test environment only will not be considered P1 Z System errors that have workarounds • Calculation errors impacting less than one-third of records • Reports calculation issues • Performance issues not impacting critical processes • Usability issues • Workstation connectivity issues(Workstation specific) 3 Training questions,how to,or implementation of new processes • Aesthetic issues Issues where a workaround is available for a large majority of cases i • Recommendations for enhancements on system changes • Questions on documentation 11. Response Times Response times will vary and are dependent on the priority of the call. We do our best to ensure that we deal with incoming calls in the order that they are received, however,calls will be escalated based on the urgency of the issue reported. If a support call is logged during standard operating hours,our response times are as follows: ®J�• 1lt=iY.l=l.l a1+11A �[iil' �.`�/�:i�1+9i re .,�' �Il liit111t��1�':1C 1#�i 1 �j�i aj. - 1 Within 4 hours Same day Every 2 business days 2 Within 8 hours Within one week Every 5 business days 3 Within 24 hours Within 3 weeks Every 10 business days During Business Hours Example: -P1 Support Call received Monday January 2 at 10 am>>Support Analyst responds Monday January 2 by noon>> Support Analyst sends update Monday January 2. -P3 Support Call received Monday January 2 at 9 PM>>Support Analyst responds Tuesday January 3 by noon>> Support Analyst sends update Tuesday January 3. 12. Escalation Process We strive to provide a satisfying and positive support experience. However,if at any time you are not completely satisfied with the resolution of your issue,you are encouraged to escalate within Support Services,as follows: Level 1: Team Manager—Nina Cullen Level 2: Director,Operations—Michael Brown Level 3: Executive Vice President,SmartWorks -Chris Lewis EXHIBIT 3-NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network(collectively the "Network"). Harris wishes to access the City's network in order to provide SmartWorks support and maintenance services. In order to provide the necessary support,Harris needs access to (description of specific Network systems to which Harris requires access,i.e.Internet,Intranet,email,HEAT System, etc.]. 2. Grant of Limited Access.Harris is hereby granted a limited right of access to the City's Network for the sole purpose of providing support and maintenance of the Harris SmartWorks application. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials.The City will provide Harris with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of Harris. Access rights will automatically expire one(1)year from the date of this Agreement.If this access is being granted for purposes of completing services for the City pursuant to a separate contract,then this Agreement will expire at the completion of the contracted services,or upon termination of the contracted services,whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. ❑ Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter,this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty(30)days prior to the scheduled annual expiration of this Agreement, Harris has provided the City with a current list of its officers,agents, servants,employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services,Harris shall provide the City with a current list of officers,agents,servants,employees or representatives that require Network credentials on an annual basis.Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Harris officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Harris acknowledges, agrees and hereby gives its authorization to the City to monitor Harris's use of the City's Network in order to ensure Harris's compliance with this Agreement. A breach by Harris, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Harris pursuant to this Agreement shall be grounds for the City immediately to deny Harris access to the Network and Harris's Data,terminate the Agreement,and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Harris Personnel—For purposes of this section, Harris Personnel shall include all officers, agents, servants, employees, or representatives of Hams. Harris shall be responsible for specifically notifying all Harris Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Harris shall be responsible for any City-owned equipment assigned to Harris Personnel, and will immediately report the loss or theft of such equipment to the City (b) Harris, and/or Hams Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network (c) Harris Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Harris Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Harris Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Harris Personnel shall not copy or duplicate electronic information for use on any non- City computer except as necessary to provide services pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Harris Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Hams agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Harris,its officers,agents,servants,employees and/or representatives to access the City's Network. 7. Information Security. Harris agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Harris agrees to notify the City immediately upon discovery of a bleach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Harris-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials,and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY OF FORT WORTH: HARRIS REPRESENTATIVE: By: B ACM Name Chris J Lewis Assistant City Manager Executive Vice President Date: Date: November 1,2017 ATTEST: ATTEST: By: _ By: Mary Kayser Name: City Secretary Title: APPROVED AS TO FORM AND LEGALITY: Jessica Sangsvang Assistant City Attomey II M&C:— none relmiireA Form 1245:Not required: CONTRACT COMPLIANCE MANAGER: By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. Name: Title: M&C Review Page 1 of 4 Official of the City of Fort Worth,Texas CITY COUNCIL AGENDA .oRT�TI� ,,-,, 1.�1W.0 .,,, z DATE: 5/17/2016 REFERENCE NO.: C-27726 LOG NAME: 60AQUA METRIC CODE: C TYPE: NON-CONSENT PUBLIC NO HEARING: 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 fo the Planning, Design and Implementation of Advanced Metering Infrastructure for the Water Departme 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 For 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 systei 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 Watei 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 Implementatior 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 be( 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 tc the City of Fort Worth for the AMI Program, and on September 01, 2015 (M&C G-18549) the City Cou 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). http://apps.cfwnet.org/council_packet/mc review.asp?ID=22254&councildate=5/17/2016 12/1/2017 M&C Review Page 2 of 4 On August 13, 2015, a Request for Qualifications was published by the City of Fort Worth's Departmei of Financial Management Services, Purchasing Division, for services related to the development and implementation of the AMI Program. Ten (10) responses were received by the City on September 17, 2015. The proposers were evaluated 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/inaccurat metering); Raising the customer awareness of water consumption (reducing calls and truck rolls related to higl 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 assessmer Purchasing and installing infrastructure (base stations, backhaul communication, antennas and software); Purchasing and installing water meters, signal transmission equipment and new water meter box Iii 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 ser 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 t whole of billing cycle 21. The pilot area is generally bounded by IH-Loop 820 on the south, 1-35 on the west, Beach Street and SH-377 on the east and Summerfields Boulevard and North Tarrant Parkway the north. Preliminary results of a propagation study indicate 27 antennas at strategic locations across the City v provide adequate signal coverage for the approximately 250,000 water meters to transmit hourly wate consumption data every four hours (98.5% read rate). As many antennas as possible will be located o City facilities and the remainder will be installed at leased locations. Processes to address the growth 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 http://apps.cfwnet.org/council packet/mc review.asp?ID=22254&councildate=5/17/2016 12/1/2017 M&C Review Page 3 of 4 SWIFT funding has been approved by the TWDB in two installments. After demonstrated performance 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 acceptance of the second installment of SWIFT funding, staff will enter into a contract extension with 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: Existing Additional Future Description Appropriations Appropriations Appropriations Project Total* Engineering $0.00 $0.00 $0.00 $0.00 Pilot Implementation $11,783,697.00 $0.00 $58,500,000.00 $70,283,697.00 Project Planning, Project Management, $542,224.00 $0.00 $1,640,207.00 $2,182,431.00 Inspection, Testing and Contingencies Project Total $12,325,921.00 $0.00 $60,140,207.00 r $72,466,128.00 �.- * F 1 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. http://apps.cfwnet.org/council_packet/mc review.asp?ID=22254&councildate=5/17/2016 12/1/2017 Page 4 of 4 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. Existing 9Additional Future FUND AppropriationsAppropriations Appropriations Project Tota Water Capital Fund 59601 $24,500.00 $0.00 $0.00 $24,500. TWDB SWIRFT Fund 57005 $12,301,421.00 $0.00 $0.00 $12,301,421 Future TWDB SWIRFT $0.00 $0.00 $60,140,207.00 $60,140,207 1� F Project Total $12,325,921.00 $0.00 $60,140,207 $72,466,128. * Numbers rounded for presentation purposes. TO Fund Department I Account I Project Program Activity Budget Reference# Amoun ID _ 9 i ID �� Year I (Chartfield 2 FROM __ I�U" epartment Account Project Program Activity Budget Referenc*]---�,783,697.(mount ID ID Year (Chartfiel57005' 0600430 5740010 1CO2715 002580 2016 Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: John Carman (8246) Additional Information Contact: Madelene Rafalko (5467) ATTACHMENTS 60AQUA METRIC 1295 Form.pdf 60AQUA METRIC MAP.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=22254&councildate=5/17/2016 12/1/2017 CERTIFICATE OF INTERESTED PARTIES FORM 1.295 pax 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. 2017-286276 N.Harris Computer Corp. Ottawa ON Canada Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 11/21/2017 being filed. City of Fort Worth Date Ac/,!I dged: 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. SWIFT Project Number 51014 Harris Support Agreement for the City of Fort Worth's AMI program. Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Lewis,Chris Ottawa ON Canada 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 Signature of authorized argent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said t`�(�C� C,i"°C`f A,a(% this the day of K�Z V-e 20 to certify which,witness rry hand and seal of office. ig ature of officer adrninis ing at Printed name of officer aliministeriAg oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337