HomeMy WebLinkAboutContract 50010 snsus
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Software as a Service Agreement CITY SECRETARY JC
FF'
�� CONTRACT N0.
�J �1 between
City of Fort Worth
osvv� ("Customer")
and
Sensus USA Inc.
("Sensus")
IN WITNESS WHEREOF, the parties have caused this Software as a Service Agreement("Agreement")to be executed by
their duly authorized representatives as of the day and year written below.The date of the last party to sign is the "Effective
Date."
This Agreement shall commence on the Effective Date and continue for/until: no later than December 31, 2020, unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties in writing
("Term").
At its meeting on May 17, 2016, the City Council of the City of Fort Worth, Texas ("Council') authorized the Customer to
enter an Agreement with Aqua-Metric Sales Company ("Aqua-Metric") for the Planning, Design and Implementation of
Advanced Metering Infrastructure (the "AMI Program") for the Water Department (the "Authorization"). As part of the
Authorization,Council authorized Customer to obtain additional 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 Customer 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, the Customer and Sensus now enter into this Agreement to accomplish the
objectives contained herein. Aqua-Metric joins in this Agreement only in order to evidence the requirements of this
Agreement are in furtherance of the Authorization. No consideration will be paid to Sensus by the City in connection with this
Agreement.
Sensus USA Inc. Customer: of Fort By: /nom_f By:
Name: Name: Jesus J. Chapa
Title: Title: Assistant City Manager
Date: %,NA Date: X
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Aqua-Met ' S les om any Contracts Compliance Manager
A 9L
By; By Signing, I acknowledge that I am the person ii O
responsible or monitoring and administration of
Name: ��- r th contract including a suring all performance
Title: ,p an r,� r re�ytir� nt L1
Date: Madelene Rafalko, P.E.
Senior Professional Engineer
APPROVA OMENDED: APPROVED A �'O FORM LC,G.,
By. ORT. By: --
Name: Kar ame: Jessica Sangsvang
TiUQ:_ Acting Director, a rt l e _ itie: Assistant City Attorney
Pagel of 16
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sEnsus
m 1295 No. 2016-35997 M&C No. C-27726
M&C Date: 05/17/2016
Software as a Service Agreement
Exhibit A Software
Exhibit B Technical Support
Exhibit C Diagram
Exhibit D Rider to SaaS Agreement
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SEnsus
Software as a Service Agreement
1. Agreement Generally. The scope of this Agreement includes a spectrum manager lease,a software usage license for software as a service,technical support,and
supporting terms and conditions for an AMI System Customer is purchasing from Sensus'authorized distributor Aqua-Metric. Customer is not paying Sensus directly
for the services provided under the Agreement; rather, Customer shall pay Aqua-Metric pursuant to an agreement between Customer and Aqua-Metric. This
Agreement is entered into as a material part of the Authorization.
2. Software.
A. Software as a Service(SaaS).Sensus shall provide Customer with Software as a Service,as defined in Exhibit A,only so long as Customer is current in its
payments to Aqua-Metric for such services,provided,the dispute regarding any invoice shall not serve to relieve Sensus of the performance of its obligations
contained herein.
B. Application Hosting.Sensus shall provide Customer with Application Hosting of the Hams MeterSense MDMS, as defined in Exhibit A,only so long as
Customer is current in its payments to Aqua-Metric for such services,provided,the dispute regarding any invoice shall not serve to relieve Sensus of the
performance of its obligations contained herein
C. UCITA.To the maximum extent permitted by law,the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not
apply,in whole or in part,to this Agreement.
3. Spectrum
Spectrum Lease. In connection to the Authorization,the parties entered into a separate spectrum manager lease agreement on May 1,2017(the"Spectrum
Lease"),which is hereby specifically incorporated by reference.
4. Equipment.
A. Purchase of Equipment. Customer shall purchase all Field Devices, RF Field Equipment, and other goods (collectively, E ui ment from'Aqua-Metric
pursuant to the Authorization and the terms and conditions (including any warranties on such Equipment)agreed by Customer and Aqua-Metric. This
Agreement shall not affect any terms and conditions, including any warranty terms, agreed by Customer and Aqua-Metric. For clarity, Customer is not
required to purchase Equipment directly from Sensus. If Customer elects to purchase any equipment or services directly from Sensus,or if Customer pays
any fees or other costs to Sensus,then Customer and Sensus will enter into an agreement outlining the terms and conditions between the parties;however,
Customer agrees that to the extent any negotiated terms and conditions conflict with the UCC,the terms and conditions between the parties shall control.
B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL
REPRESENTATIONS,WARRANTIES AND/OR CONDITIONS,EXPRESSED,IMPLIED,STATUTORY OR OTHERWISE,REGARDING ANY MATTER IN
CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY,NON-INFRINGEMENT AND TITLE.
5 Services.
A. Installation of Equipment. Installation services will be as agreed between the Customer and Aqua-Metric. Sensus will not provide installation services
pursuant to this Agreement.
B. Software Implementation. Sensus shall install and configure the SaaS Application,and Customer acknowledges that Harris will be responsible for installing
the Hosted Application on the Server Hardware.
C. IT Systems Integration Services. Integration of the Software will be done in accordance with the agreement between Customer and Aqua-Metric.
D. Technical Support. Sensus shall provide Customer the technical support set forth in Exhibit B.
E. Project Management.Project management of the AMI System is not included in this Agreement.Any project management shall be subject to a separate
agreement which describes the scope and pricing for such work.
F Training. Sensus will coordinate with Aqua-Metric to provide FlexNet user and administrative training pursuant to the agreement between Customer and
Aqua-Metric.
6. General Terms and Conditions.
A. Limitation of Liability.
i. Except in the case of intellectual property infringement,Sensus'aggregate liability in any and all causes of action arising under,out of or in relation to
this Agreement,its negotiation,performance,breach or termination(collectively"Causes of Action")shall not exceed the greater of;(a)the total amount
paid by Customer directly to Sensus under this Agreement;or(b)one hundred thousand US dollars(USD 100,000.00). This is so whether the Causes
of Action are in tort, including,without limitation, negligence or strict liability, in contract, under statute or otherwise. As separate and independent
limitations on liability, Sensus' liability shall be limited to direct damages. Sensus shall not be liable for, (i) any indirect, incidental, special or
consequential damages;nor(ii)any revenue or profits lost by Customer or its Affiliates from any End User(s),irrespective whether such lost revenue or
profits is categorized as direct damages or otherwise;nor(iii)any In/Out Costs;nor(iv)manual meter read costs and expenses;nor(v)claims made by
a third party;nor(vi)damages arising from maincase or bottom plate breakage caused by freezing temperatures,water hammer conditions,or excessive
water pressure.The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply
unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law.
ii. To the maximum extent permitted by law,no Cause of Action may be instituted by Customer a gainst Sensus more than TWELVE(12)MONTHS after
the Cause of Action first arose. In the calculation of any damages in any Cause of Action,no damages incurred more than TWELVE(12)MONTHS prior
to the filing of the Cause of Action shall be recoverable.
B. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach is not
cured within forty-five(45)days of written notice by the other party.Upon any expiration or termination of this Agreement,Sensus'and Customer's obligations
hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease.
C. Force Majeure. If either party becomes unable,either wholly or in part, by an event of Force Majeure,to fulfill its obligations under this Agreement,the
obligations affected by the event of Force Majeure will be suspended during the continuance of that inability. The party affected by the force majeure will take
reasonable steps to mitigate the Force Majeure.
D. Intellectual Property. No Intellectual Property is assigned to Customer hereunder.Excluding Customer Data,Sensus shall own or continue to own all right,
title,and interest in and to the Intellectual Property associated with the Software and related documentation,including any derivations and/or derivative works
(the"Sensus IP"). To the extent,if any,that any ownership interest in and to such Sensus IP does not automatically vest in Sensus by virtue of this Agreement
or otherwise,and instead vests in Customer,Customer agrees to grant and assign and hereby does grant and assign to Sensus all right,title,and interest that
Customer may have in and to such Sensus IP. Notwithstanding the prior sentence,Customer Data shall not be considered Sensus IP and Customer shall
retain all right and ownership to the Customer Data."Customer Data"means the(i)End User data collected by the Software or AMI System("Collected
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W:. Customer Data"), (ii) all Intellectual Property associated with the Collected Customer Data, (iii) all Intellectual Property arising out of Customer's use or
Customer's modification of the Collected Customer Data and,(iv)any Customer information put into the AMI System by Customer. Customer agrees not to
reverse engineer any Equipment or Software purchased or provided hereunder.
E. Confidentiality. Both panties shall(and shall cause their employees,contractors,and consultants to)keep all Confidential Information strictly confidential and
shall not disclose it to any third party,except to the extent reasonably required to perform and enforce this Agreement or as required under applicable law,
court order or regulation. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by either party.
Notwithstanding the foregoing,"Confidential Information"shall not include;(i)any information that is in the public domain other than due to Recipients breach
of this Agreement; (ii) any information in the possession of the Recipient without restriction prior to disclosure by the Discloser, or(iii)any information
independently developed by the Recipient without reliance on the information disclosed hereunder by the Discloser. "Discloser" means either panty that
discloses Confidential Information,and"Recipient means either party that receives it For clarity,Customer will comply with Texas law as it may relate to the
required disclosure of Confidential Information.
F. Compliance with Laws. Customer shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of
acceptance and as may be amended,changed,or supplemented. Customer shall not take any action,or permit the taking of any action by a third party,which
may render Sensus liable for a violation of applicable laws.
Export Control Laws. Customer shall;(t)comply with all applicable U.S.and local laws and regulations governing the use,export,import,reexport,
and transfer of products,technology,and services;and(ii)obtain all required authorizations,permits,and licenses.Customer shall immediately notify
Sensus,and immediately cease all activities with regards to the applicable transaction,if the Customer knows or has a reasonable suspicion that the
equipment, software, or services provided hereunder may be directed to countries in violation of any export control laws. By ordering equipment,
software or services,Customer certifies that it is not on any U.S.government export exclusion list.
ii. Anti-Corruption Laws.Customer shall comply with the United States Foreign Corrupt Practices Act(FCPA),15 U.S.C.§§78dd-1,et seq.;laws and
regulations implementing the OECD's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;the U.N.
Convention Against Corruption; the Inter-American Convention Against Corruption; and any other applicable laws and regulations relating to anti-
corruption in the Customer's county or any country where performance of this Agreement,or delivery or use of equipment,software or services will
occur.
G. Non-Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other
provisions of this Agreement will not in any way affect,limit or waive that party's right to enforce and compel strict compliance with the same or other articles or
provisions.
H. Assignment and Subcontracting. Either party may assign,transfer or delegate this Agreement without requiring the other party's consent;(i)to an Affiliate;
(ii)as part of a merger,or(iii)to a purchaser of all or substantially all of its assets,but must first provide the other party a thirty(30)day notice. Apart from the
foregoing,neither party may assign,transfer or delegate this Agreement without the prior written consent of the other,which consent shall not be unreasonably
withheld. Furthermore,Customer acknowledges Sensus may use subcontractors to perform RF Field Equipment installation,the systems integration work(if
applicable),or project management(if applicable),without requiring Customer's consent.
I. Amendments. No alteration,amendment,or other modification shall be binding unless in writing and signed by both Customer and by a vice president(or
higher)of Sensus.
J. Governing Law and Dispute Resolution. 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. 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 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 masons for such dispute. Within ten(10)business days of receipt of the notice,both panties
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.
K. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or
expiration.
L. Severability. In the event any provision of this Agreement is held to be void,unlawful or otherwise unenforceable,that provision will be severed from the
remainder of the Agreement and replaced automatically by a provision containing terms as neady like the void, unlawful, or unenforceable provision as
possible;and the Agreement,as so modified,will continue to be in full force and effect.
M. Four Comers. This written Agreement,including all of its exhibits,represents the entire understanding between and obligations of the parties and supersedes
all prior understandings,agreements,negotiations,and proposals,whether written or oral,formal or informal between the parties. Any additional writings shall
not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions,oral,written,electronic or otherwise. There are no
implied obligations. All obligations are specifically set forth in this Agreement. Further,there are no representations that induced this Agreement that are not
included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing,no purchase order
placed by or on behalf of Customer shall after any of the terms of this Agreement The parties agree that such documents are for administrative purposes
only,even I they have terms and conditions printed on them and even if and when they are accepted and/or processed by Sensus. Any goods,software or
services delivered or provided in anticipation of this Agreement(for e.g.,as part of a pilot or because this Agreement has not yet been signed but the parties
have begun the deployment)under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and it
replaces and supersedes any such purchase orders.
N. Counterparts.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original,but all of which together shall
constitute one and the same instrument. Additionally,this Agreement may be executed by facsimile or electronic copies,all of which shall be considered an
original for all purposes.
0. Fiscal Funding Limitation.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 Customer will immediately notify Sensus 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 Customer of any kind whatsoever,
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except to the portions of annual payments herein agreed upon for which funds shall have been appropriated.
P. Right to Audit. Sensus agrees that the Customer 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 Sensus involving transactions and services relating to this Agreement.
Sensus agrees that Customer shall have access during normal working hours to all necessary Sensus facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this section. The Customer shall give Sensus reasonable advance
notice of intended audits. Sensus further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the
Customer 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 Customer 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 arfiGe. Customer shall give subcontractor reasonable advance notice of intended audits. This provision shall survive any such
termination or expiration of this Agreement.
Q. Controlling Language. In the event any terms and conditions contained in any link incorporated into this Agreement conflict with the terms and conditions of
this Agreement,the terms and conditions of this Agreement shall control over any incorporated terms and conditions.
R. Retainage. As outlined in the agreement between Aqua-Metric and the Customer,generally,a minimum of 5%retainage is required by law on all public loans
from the State of Texas(Texas Government Code 2252.031). Notwithstanding,the Texas Water Development Board("TWDB")approved no retainage(0%)
of invoices during the first two phases of the program identified as Phase I-Planning and Phase II-Design of the program contained in the agreement
between Aqua-Metric and Customer since the work does not carry a risk beyond completion of the work. However,during the programs third and fourth
phases identified as Full Deployment in the agreement between Aqua-Metric and Customer,the work does carry a risk of contract work that does not function
as intended,so, in accordance with the agreement between Aqua-Metric and Customer,a retainage of 2%of all invoices will be applied during the Full
Deployment(Phases III and IV)and during the Final Close-out Phase V as defined in the agreement between Aqua-Metric and Customer. Any subcontracts
Sensus enters into shall contain similar retainage language when necessary.
7. Definitions. As used in this Agreement or any attached exhibits,the following terms shall have the following meanings:
A. "Affiliate"of a party means any other entity controlling,controlled by,or under common control with such party,where"control"of an entity means the ownership,
directly or indirectly,of 50%or more of either,(i)the shares or other equity in such entity;or(ii)the voting rights in such entity.
B. "AMI System"identifies the Sensus FlexNet Advanced Meter Infrastructure System comprised of the SmartPoint Modules,RF Field Equipment,Server Hardware,
Sensus software licenses,FCC licenses,and other equipment provided to Customer hereunder. The AMI System only includes the foregoing,as provided by Sensus.
The AMI System does not include goods,equipment,software,licenses or rights provided by a third party or parties to this Agreement.
C. "Confidential Information"means any and all non-public information of either party,including all technical information about either parry's products or services,
marketing and marketing plans,Customer's End Users'data AMI System performance,AMI System architecture and design,AMI System software,other business and
financial information of either party,and all trade secrets of either party,unless such Confidential Information is made public pursuant to Texas law.
D. "End User"means any end user of electricity,water,and/or gas(as applicable)that pays Customer for the consumption of electricity,water,and/or gas,as applicable.
E. "Field Devices"means the meters and SmartPoint Modules.
F "FlexNet Base Station"identifies the Sensus manufactured device consisting of one transceiver,to be located on a tower that receives readings from the SmartPoint
Modules(either directly or via an R100 unit)by radio frequency and passes those readings to the RNI by TCP/IP backhaul communication.For clarity,FlexNet Base
Stations include Metro Base Stations.
G. "Force Majeure"means an event beyond a party's reasonable control,including,without limitation,acts of God,hurricane,flood,volcano,tsunami,tornado,storm,
tempest,mudslide,vandalism,illegal or unauthorized radio frequency interference,strikes,lockouts,or other industrial disturbances,unavailability of component parts of
any goods provided hereunder,acts of public enemies,wars,blockades,insurrections,riots,epidemics,earthquakes,fires,restraints or prohibitions by any court,board,
department,commission or agency of the United States or any States,any arrests and restraints,civil disturbances and explosion.
H. Hosted Software means those items listed as an Application in Exhibit A.
I. "In/Out Costs"means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End User's premises and any costs and
expenses incurred by Customer in installing,uninstalling and removing goods.
J. "Intellectual Property means patents and patent applications,inventions(whether patentable or not),trademarks,service marks,trade dress,copyrights,trade secrets,
know-how,data rights,specifications,drawings,designs,maskwork rights,moral rights,author's rights,and other intellectual property rights,including any derivations
and/or derivative works,as may exist now or hereafter come into existence,and all renewals and extensions thereof,regardless of whether any of such rights arise under
the laws of the United States or of any other state,country or jurisdiction,any registrations or applications thereof,and all goodwill pertinent thereto.
K. "LCK identifies the load control modules.
L. "Ongoing Fee"means the annual or monthly fees,as applicable,to be paid by Customer to Aqua-Metric during the Term of this Agreement.
M. "Patches"means patches or other maintenance releases of the Software that correct processing errors and other faults and defects found previous versions of the
Software. For clarity,Patches are not Updates or Upgrades.
N. "Permitted Use"means only for reading Customer's Field Devices in the Service Territory. The Permitted Use does not include reading third party end points or reading
end points outside the Service Territory. For purposes of this definition"end points"means the third party equivalent to the SmartPoint Modules,as defined below.
0. "Release"means both Updates and Upgrades.
P "Remote Transceiver'identifies the Sensus standalone,mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them
directly to the RNI by TCP/IP backhaul communication.
Q. "RF Field Equipment means,collectively,FlexNet Base Stations,R100 units(if any)and Remote Transceivers(if any).
R. "RNI"identifies the regional network interfaces consisting of hardware and software used to gather,store,and report data collected by the FlexNet Base Stations from
the SmartPoint Nodules. The RNI hardware specifications will be provided by Sensus upon written request from Customer.
S. "RNI Software"identifies the Sensus proprietary software used in the RNI and any Patches,Updates,and Upgrades that are provided to Customer pursuant to the terms
of this Agreement.
T "Service Territory'identifies the geographic area where Customer provides electricity,water,and/or gas(as applicable)services to End Users as of the Effective Date.
This area will be described on the propagation study in the parties'Spectrum Lease filing with the FCC. The Service Territory may be modified from time-to-time to
account for Customer's growth. Customer shall notify Sensus of any additional territory to be added,and Sensus shall work with the FCC to add the additional tertiary to
the Spectrum Lease approved by the FCC at no additional cost to Customer. Such application to the FCC shall be made in a timely manner after receiving any
necessary information from Customer.
U. "Server Hardware"means the RNI hardware.
V. "SmartPoint'm Modules"identifies the Sensus transmission devices installed on devices such as meters,distribution automation equipment and demand/response
devices located at Customer's End Users'premises that take the readings of the meters and transmit those readings by radio frequency to the relevant RF Field
Equipment.
W. "Software"means all the Sensus proprietary software provided pursuant to this Agreement,and any Patches,Updates,and Upgrades that are provided to Customer
pursuant to the terms of this Agreement.The Software does not include any third party software.
X. TouchCoupler Unit identifies an inductive coupler connection from a water register to the SmartPoint Module.
Y "Updates"means releases of the Software that constitute a minor improvement in functionality.
Z. "Upgrades"means releases of the Software which constitute a significant improvement in functionality,or architecture of the Software.
AA. "WAN Backhaur means the communication link between FlexNet Base Stations and Remote Transceivers and RNI.
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Exhibit A
Software
Software as a Service
I. Description of Services
This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer as part of the AMI Program if both;(i)pricing for the application of
Software as a Service has been provided to the Customer;and(ii)the Customer is current in its payments to Aqua-Metric for such application of Software as a
Service.
A. Software as a Service Generally.
Software as a Service is a managed service in which Sensus will be responsible for the day-today monitoring,maintenance,management,and supporting of
Customer's software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, network
equipment,Sensus software,and all third-party software)required to run and operate the application.These software applications consist of the following(each
an SaaS Application:
• Regional Network Interface(RNI)Software
The managed application systems consist of the hardware,Sensus Software,and other third-party software that is required to operate the SaaS Applications.
Each SaaS Application will have a production,Disaster Recovery(as described below in Paragraph E.ix),and Test environment Sensus will manage the SaaS
Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the SaaS Applications.
B. Application Hosting Generally.
Application Hosting is a managed service in which Sensus will be responsible for the day-today monitoring, maintenance, management,and supporting of
infrastructure for Customer's Harris MeterSense MDMS. In an Application Hosting solution, Sensus owns infrastructure components of the solution (server
hardware, storage, network equipment, and operating system and database management system) required to run and operate the application.The hosted
applications consist of the following(each a Hosted Application):
• Harris MeterSense MDMS
Each Hosted Application will have a production,Disaster Recovery(as described below),and Test environment. Sensus will manage the Hosted Application
infrastructure by providing 24 x 7 x 365 monitoring.Hardware and software requirements of the Hosted Application must be those required by Harris,pursuant to
the Rider attached hereto as Exhibit D.
C. Usage License. Subject to all the terms and conditions of this Agreement,Sensus hereby gives Customer a license under Sensus'intellectual property rights to
use the Sensus SaaS Applications for the Permitted Use for so long as Customer is current in its payments to Aqua-Metric for the SaaS Applications Usa e
License. This Usage License shall commence on the Effective Date and shall terminate upon the earlier of;(i)the expiration or termination of this Agreement for
any reason;(ii)if Customer uses the Applications provided hereunder other than for the Permitted Use;and(iii)the Application is terminated as set forth below.
D. Termination. Customer shall have the option at any time to terminate any Application by giving Sensus one hundred twenty(120)days prior written notice Such
notice,once delivered to Sensus,is irrevocable. Should Customer elect to terminate any Application,Customer acknowledges that;(a)Customer shall pay all
applicable fees,including any unpaid Software as a Service or Application Hosting fees,to Aqua-Metric;and(b)Software as a Service or Application Hosting for
such Application shall cease one hundred twenty(120)days after written notice.If Customer elects to terminate the RNI Application in the Software as a Service
environment but does not terminate the Agreement generally,then upon delivery of the notice to Sensus, Customer shall purchase the necessary(a)RNI
hardware and(b)RNI software license,each at Sensus'then-current pricing. No portion of the fees shall be applied to the purchase of the RNI hardware or
software license. Additionally,Sensus will comply with data return and destruction policies in section E(xii)outiined below.
E. Sensus will provide the following services for both the SaaS Application and Hosted Application:
i. Sensus will provide the use of required hardware,located at Sensus'or a third-party's data center facility(as determined by Sensus),that is necessary
to operate the SaaS Application and Hosted Application.
ii. Sensus will provide test,production and disaster recovery environments for SaaS Application and Hosted Application.
iii. Sensus will provide patches, updates,and upgrades for SaaS Application to latest Sensus Hosted Software release.Sensus shall notify Customer
within 30-days of release that patches,updates and upgrades are available.
iv. Sensus will configure and manage the equipment(server hardware,routers,switches,firewalls,etc.)in the data centers:
a. Network addresses and virtual private networks(VPN)
b. Standard time source(NTP or GPS)
c. Security access points
d. Respond to relevant alarms and notifications
V. Capacity and performance management. Sensus will:
a. Monitor capacity and performance of the SaaS Application and Hosted Application servers and software applications 24x7x365 using KPI
metrics, thresholds, and alerts to proactively identify any potential issues related to system capacity and/or performance (i.e. database,
backspool,logs,message broker storage,etc.)
b. If an issue is identified to have a potential impact to the system,Sensus will open an incident ticket and manage the ticket through resolution
per Exhibit B,Technical Support.
c. Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard
configuration and change management policies and procedures.
d. Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard
configuration and change management policies and procedures.
e. Exceptions may occur to the system that require Sensus to take immediate action to maintain the system capacity and performance levels,
and Sensus has authority to make changes without Customer approval as needed, in accordance to standard configuration and change
management policies and procedures.
vi. Database management. Sensus will,orwill cause Harris to:
a. Comply with the data retention plan and policy as outlined in Section E(xii)below.
b. Monitor space and capacity requirements.
c. Respond to database alarms and notifications.
d. Install database software upgrades and patches.
e. Perform routine database maintenance and cleanup of database to improve capacity and performance,such as rebuilding indexes,updating
indexes,consistency checks,run SQL query/agent jobs,etc.
vii. Incident and Problem Management. Sensus will:
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a. Proactively monitor managed systems(247065)for key events and thresholds to proactively detect and identify incidents.
b. Respond to incidents and problems that may occur to the SaaS Application and/or Hosted Application infrastructure.
c. Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems.
d. Correlate incidents and problems where applicable.
e. Sensus personnel will use the Salesforce Self Service Portal to document and track incidents.
f. In the event that a Sensus personnel is unable to resolve an issue,the issue will be escalated to the appropriate Subject Matter Expert
(SME).
g. Maintain responsibility for managing incident and problems through resolution and will coordinate with Customer's personnel and/or any
required third-party vendor to resolve the issue.
h. Provide telephone support consistent with Exhibit B,Technical Support in the case of undetected events.
viii. Security Management. Sensus will:
a. Monitor the physical and cyber security of the server and SaaS Application and Hosted Application 24x7x365 to ensure system is highly
secure in accordance with NIST Security Standards.
b. Perform active intrusion prevention and detection of the data center network and firewalls,and monitor logs and alerts.
c. Conduct period penetration testing of the network and data center facilities.
d. Conduct monthly vulnerability scanning by both internal staff and external vendors.
e. Perform Anti-Virus and Malware patch management on all systems.
f. Install updates to virus protection software and related files(including Virus signature files and similar files)on all servers from the update
being generally available from the anti-virus software provider.
g. Respond to any potential threat found on the system and work to eliminate Virus or Malware found.
h. Sensus adheres to and submits certification to NERC/CIP Cyber Security standards.
L Sensus actively participates/monitors industry regulation/standards regarding security— NERC, FERC, NIST, OpenSG, etc. through the
dedicated Sensus Security team.
j. Provide secure web portal access(SSL)to the SaaS Application and Hosted Application.
k. Provide IP see tunnels to the Customers servers and databases for Customer access.
I. Provide copies of all certifications and the last year of third-party SSAE16 and annual external penetration test records.
m. Outline the complete expectations for Customer Data both physical and network security as an amendment to this Agreement.
n. Provide a dedicated(not multi-tenant)server instance for Customer Data.
o. Provide facilitation for Active Directory Single Sign On via separate engagement with Sensus professional services,which shall be subject to
an additional fee.
p. Continue to provide certifications and third-party SSAE16 and annual external penetration test records to Customer every twelve(12)months.
ix. Backup and Disaster Recovery Management. Sensus will provide backup as recommended by the Hosted Application including,but not limited to,:
a. Perform daily backups of data for auditing and restoration purposes in accordance with Section I(E)(xii)(a)below.
b. Baric-up and store data(on tapes or other storage media as appropriate)off-site to provide protection against disasters and to meet file
recovery needs.
c. Conduct incremental and full back-ups to capture data,and changes to data,on the SaaS Application and Hosted Application.
d. Sensus will replicate both the SaaS Application and Hosted Application environments to a geographically separated data center location to
provide a full disaster recovery environment for the production system.
e. Provide disaster recovery environment and perform fail-over to DR environment within forty-eight(48)hours of declared event.
f. Generate a report following each and any disaster measuring performance against the disaster recovery plan and identification of problem
areas and plans for resolution.
g. Maintain a disaster recovery plan. In the event of a disaster,Sensus shall provide the services in accordance with the disaster recovery plan.
h. In the case of a disaster and loss of access to or use of the SaaS Application or Hosted Application, Sensus would use commercially
reasonable efforts per the Recovery Time Objectives and Recovery Point Objectives specified herein to restore operations at the same
location or at a backup location within forty-eight(48)hours.
i. Both the SaaS Application and Hosted Application shall have a Recovery Time Objective(RTO)of forty-eight(48)hours.
j. The Recovery Point Objective(RPO)shall be a full recovery of the SaaS Application(s),with an RPO of one(1)hours,using no more than a
twenty-four(24)hour old backup. All meter-related data shall be pushed from each Base Station/TGB restoring the database to real-time
minus external interfaced systems from the day prior.
k. The Recovery Point Objective(RPO)shall be a full recovery of the Hosted Application(s),with an RPO of one(1)hours,using no more than a
twenty-four(24)hour old backup. Meter-related data(CMEP files)from RNI shall be reloaded into the Hosted Application to real-time minus
external interfaced systems from the day prior.
I. Data from external interfaced systems shall be recreated within a forty-eight(48)hour period with the assistance of Customer personnel and
staff,as needed.
m. Maintain appropriate insurance coverage as outlined in this Agreement.
n. Provide continued review period every 12 months for Sensus'Disaster Recovery Plan and backup test and audit records.
X. Configuration,Change,and Release Management for the SaaS Application. Sensus will:
a. Coordinate and schedule all patches,updates,and upgrades to the SaaS Application(s)and other third-party applications with Customers
personnel.
b. Perform software patches,updates,and/or upgrades to the SaaS Application(s)in a test environment to test the features/functionality of the
new release along with coordination of Customers personnel,in accordance to standard configuration and change management policies and
procedures.
c. Perform software patches, updates, and upgrades to all required third-party software applications(i.e. Microsoft@ SQL server, Microsoft
Windows Server, Red Hat Linux OS,and other third-party Software)to operate the SaaS Application(s)in a test environment along with
coordination of Customers personnel,in accordance to standard configuration and change management policies and procedures.
d. Once Sensus and Customer have verified and signed off on change and release of the patch,update,and/or upgrade,Sensus will apply the
appropriate patches, updates, and/or upgrades to the production environment, in accordance to standard configuration and change
management policies and procedures.
A. Configuration,Change,and Release Management Support for the Hosted Application. Sensus will:
a. Provide required access to Hosted Application(test and production)so that Hams may(i)install software, (ii)perform software patches,
updates,and/or upgrades to the Hosted Application(s)and(iii)provide software support for Customer.
b. Perform software patches, updates, and upgrades to all required third-party software applications (i.e. operating system, database
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management system) to operate the Hosted Application(s) in a test environment along with coordination of Customer's personnel, in
accordance to standard configuration and change management policies and procedures.
c. Once Sensus and Customer have verified and signed off on change and release of the third-party software patch,update,and/or upgrade,
Sensus will apply the appropriate patches,updates,and/or upgrades to the production environment,in accordance to standard configuration
and change management policies and procedures.
xii. Customer Data Retention and Ownership.Sensus will:
a. Retain data for a period of time equal to the"Data Retention"addendum in this contract.
1. A minimum period of retention will be 12 months for SaaS Application. These minimum retention periods will defer to the final
"Data Retention"addendum.
11. A minimum period of retention will be 36 months for the Hosted Application. These minimum retention periods will defer to the
final"Data Retention"addendum.
b. Return all Customer Data to the customer upon contract termination. The Customer Data will be returned based on Customer preference
both in format and medium within thirty(30)days of termination or expiration of this Agreement.
C. Destroy all Customer Data after archival for return to the Customer upon contract termination. The server instances utilized for the
Customer will be completely formatted and storage array partitions for these servers will be staged as a new clean partition for future
customers. Proof of destruction will be provided to Customer immediately upon completion.
d. Agree that all information or Customer Data stored in a Sensus data center or on a Sensus TGB belongs to Customer. This Customer
Data is the sole property of Customer and will not be utilized by Sensus for marketing or other commercial purposes including sale to an
outside entity.
e. Access to Data. All Customer Data contained within or generated by the AMI System shall be considered the property of the Customer,
and shall remain directly accessible to the Customer and such access will be at no additional charge.Sensus shall provide read-only
accounts to all system databases that contain Customer Data, and Sensus shall maintain firewall rules to allow for direct external
connection to the databases via the host addresses limited only to network ports defined by the Customer.Support for whitelisting of IP
addresses shall be optional,and at the discretion of Fort Worth.Remote database connections shall not be subject to record limits or
overly restrictive timeouts that would render such connections ineffective.
1. The Customer shall have the right to any and all database table structure information from the AMI System containing
Customer Data that would allow the utilization of Customer Data,including,but not limited to,items from(e)above..
11. Any support required by Customer to analyze or interpret the data or data tables shall be subject to fees and a separate
statement of work.Further,Sensus has no obligation to inform Customer of any changes Sensus might make to the data base
structure,and any questions or problem resolution requested by Customer as a result of changes to the database structure
are hereby excluded from Sensus'support obligations under this Agreement and will be subject to additional fees.Any direct
access initiated by the Customer that creates performance issues will not be measured against Uptime objectives, as
determined in Sensus'sole discretion.
I. Data Breach. Any data Breach of any Customer Data held by Sensus shall be handled in accordance with Texas law at the sole cost of
Sensus, provided that Customer's actions did not cause the data breach. Sensus shall immediately investigate a breach and notify
Customer as soon as reasonably practical and without undue delay upon discovering a breach.
xiii. Data Flow. Following the Effective Date of the Agreement,Sensus will,as it relates to the SaaS Application:
a. Provide a complete diagram of data flow from Customer's meters and endpoints through to the Sensus Data Center(see Exhibit C as an
example).
b. Ensure data flow diagram is detailed and contains all security protocols and feature sets at each step.
C. Provide quarterly(3 month)updates of the current data flow diagram to Customer,subject to additional pricing.
d. Provide data flow diagrams in Visio format.
F. Customer Responsibilities:
i. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management
procedures.
fl. Participate in all required configuration and change management procedures.
iii. Customer will log incidents related to the managed SaaS Application with Sensus personnel via email,web portal ticket entry,or phone call.
iv. Responsible for periodic processing of accounts or readings(i.e.billing files)for Customer's billing system for billing or other analysis purposes.
V. Responsible for any field labor to troubleshoot any SmartPoint modules or smart meters in the field in populations that have been previously deployed
and accepted.
vi. First response labor to troubleshoot FlexNet Base Station,Remote Transceivers or other field network equipment.
vii. Responsible for local area network configuration,management,and support
viii. Identify and research problems with meter reads and meter read performance.
V Create and manage user accounts.
X. Customize application configurations.
A. Support application users.
xii. Investigate application operational issues(e.g.meter reads,reports,alarms,etc.).
xiii. Respond to alarms and notifications.
xiv. Perform firmware upgrades over-the-air,or delegate and monitor field personnel for on-site upgrades.
xv. Purchase all third party software licenses,including but not limited to the Harris MeterSense MDM,and pay all software maintenance and support fees
directly to any third party.
G. Software as a Service and"Application Hosting"does not include any of the following services:
Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event.
Any integration between applications,such as Harris MeterSense,would require a Professional Services contract agreement to be scoped,submitted,
and agreed in a signed writing between Sensus and all the applicable parties.
H. Insurance by Sensus: Sensus shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by
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Customer.
I Commercial General Liability
a.Combined limit of not less than$2,000,000 per occurrence;$4million aggregate or
b.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.
2. Professional Liability(Errors&Omissions)in the amount of$1,000,000 per claim and$1,000,000 aggregate limit.
3. Statutory Workers'Compensation per the amount required by statute and Employers Liability Insurance with limits of$1,000,000 each accident,$1,000,000
disease—each employee and$1,000,000 disease—policy limit.
4. Technology Liability(Errors&Omissions)/Network Security&Privacy Liability
a.Combined limit of not less than$2,000,000 per claim$2,000,000 aggregate or
b.Coverage shall include,but not be limited to,the following:
(i)Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
(iii)Implantation of malicious code or computer virus
(v)Allegations of Intellectual Property Infringement coverage of 3r'panties,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 the AMI System.
Technology coverage may be provided through an endorsement to the Commercial General Liability(CGL)policy,a separate policy specific to Technology
E&0,or an 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 Sensus. Coverage shall be claims-made Coverage shall be maintained for the duration of the contractual
agreement. An annual certificate of insurance shall be submitted to the City to evidence coverage.
General Insurance Requirements:
1. All applicable policies shall name the Customer as an additional insured thereon,as its interests may appear. The term Customer shall include the City of Fort
Worth,its employees,officers,officials,agents,in respect to the contracted services.
2. The workers'compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of the Customer.
3. Sensus will endeavor to provide Thirty(30)days'notice of cancellation of coverage to the Customer. Ten(10)days'notice shall be acceptable in the event of
non-payment of premium. 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.
4. 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.
5. Any failure on the part of Customer to request required insurance documentation shall not constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that Sensus has obtained all required insurance shall be delivered to and approved by the Customer"s Risk Management
Division prior to execution of this Agreement.
I. Sovereign Immunity:Nothing herein constitutes a waiver of the Customer's sovereign immunity.
J. No Debt: In compliance with Article 11§5 of the Texas Constitution,it is understood and agreed that all obligations of Customer hereunder are subject to the
availability of funds.If such funds are not appropriated or become unavailable,Customer shall have the right to terminate this Agreement except for those
portions of funds which have been appropriated prior to termination
K. INTELLECTUAL PROPERTY INFRINGEMENT:
(i)Sensus shall be liable and responsible for any and all claims made against Customer for infringement of any patent,copyright,trademark,service mark,trade
secret,or other intellectual property rights by the use of or supplying of the AMI System.
(ii)Sensus 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
Customer for infringement of any patent,copyright,trade mark,or service mark,right arising from Customer's use of the AMI System in accordance with this
Agreement,it being understood that this agreement to indemnify,defend,settle or pay shall not apply if(a)Customer or a third party modifies,changes,or alters
the AMI System;or(b)uses the AMI System for any reason other than the Permitted Use;or(c)uses the AMI System in combination with any goods or services
not provided by Sensus;or(d)fails to use the most recent version of the Software or to otherwise take any corrective action as reasonably directed by Sensus;
(e)requires Sensus to modify the AMI System to comply with any designs,specifications,instructions,or any industry standard.So long as Sensus bears the cost
and expense of payment for claims or actions against Customer pursuant to this section,Sensus shall have the right to control 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,Customer shall have the right to fully participate
in any and all such settlement,negotiations,or lawsuit as necessary to protect the Customer's interest,and Customer agrees to cooperate with Sensus in doing
so.In the event Customer,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against Customer
for infringement arising under this Agreement,Customer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its
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settlement or compromise and to settle or compromise any such claim;however,Sensus shall fully participate and cooperate with Customer in defense of such
claim or action.Customer agrees to give Sensus fourteen(14)days written notice of any such claim or action,with copies of all papers Customer may receive
relating thereto. If the AMI System,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,Sensus shall,at its own expense and as Customer's sole remedy,either(in Sensus's sole discretion):(a)
procure for Customer the right to continue to use the AMI System;or(b)modify the AMI System to make it non-infringing,provided that such modification does
not materially adversely affect Customer's authorized use of the AMI System;or(c)replace the AMI System with an equally suitable,compatible,and functionally
equivalent non-infringing AMI System at no additional charge to Customer,or(d)if none of the foregoing alternatives is reasonably available to Sensus,terminate
this Agreement. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SENSUS'S ENTIRE LIABILITY FOR ANY CLAIM OF
INFRINGEMENT.
If an item is not listed in subparagraphs in item(D)above,such item is excluded from the Software as a Service and is subject to additional pricing.
II. Further Agreements
A. System Uptime Rate
I. Sensus(or its contractor)shall manage and maintain the SaaS Application and Hosted Application on computers owned or controlled by Sensus(or its
contractors)and shall provide Customer access to the managed SaaS Application and Hosted Application via intemet or point to point connection(i.e.,
Managed-Access use),according to the terms below.Sensus endeavors to maintain an average System Uptime Rate equal to ninety-nine(99.0)per
Month(as defined below). The System Uptime Rate,cumulative across all Applications,shall be calculated as follows:
System Uptime Rate= 100 x (TMO—Total Non-Scheduled Downtime minutes in the Month)
TMO
Calculations
a. Targeted Minutes of Operation or TMO means total minutes cumulative across all Applications in the applicable month Month minusthe
Scheduled Downtime in the Month.
b. Scheduled Downtime means the number of minutes during the Month,as measured by Sensus, in which access to SaaS Application or
Hosted Application is scheduled to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer
notice(via email or otherwise)at least seven(7)days in advance of commencement of the Scheduled Downtime.
c. Non-Scheduled Downtime means the number of minutes during the Month,as measured by Sensus,in which access to SaaS Application or
Hosted Application is unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions,as defined below
(e.g.,due to a need for unplanned maintenance or repair).
iii. Exceptions.Exceptions mean the following events:
a. Force Majeure;
b. Emergency Work,as defined below;and
c. Lack of Intemet Availability,as described below.
iv. Emergency Work. In the event that Force Majeure,emergencies,dangerous conditions or other exceptional circumstances arise or continue
during
TMO,Sensus shall be entitled to take any actions that Sensus,in good faith,determines is necessary or advisable to prevent,remedy,mitigate,or
otherwise address actual or potential harm, interruption, loss,threat,security or like concern to any of the Application(s)(Emergency Work).
Such Emergency Work may include,but is not limited to:analysis,testing,repair,maintenance,re-setting and other servicing of the hardware,
cabling,networks,software and other devices,materials and systems through which access to and/or use of the Application(s)by the Customer is
made available (the Managed Systems/. Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when
practicable and possible.
V. Lack of Internet Availability.Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public intemet
or point-to-point network connection operated by a third party.Customer expressly acknowledges and agrees that Sensus does not and cannot
control the flow of data to or from Sensus'networks and other portions of the Internet,and that such flow depends in part on the performance of
Internet services provided or controlled by third parties,and that at times,actions or inactions of such third parties can impair or disrupt data
transmitted through,and/or Customer's connections to,the Internet or point-to-point data connection(or portions thereof).Although Sensus will
use commercially reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events,Sensus cannot
guarantee that such events will not occur.Accordingly,Sensus disclaims any and all liability resulting from or relating to such events.
B. Data Center Site-Security. Although Sensus may modify such security arrangements without consent or notice to Customer, Customer acknowledges the
following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems:
I. The computer room(s)in which the hardware is installed is accessible only to authorized individuals.
ii. Power infrastructure includes one or more uninterruptible power supply(UPS)devices and diesel generators or other alternative power for back-up
electrical power.
iii. Air-conditioning facilities(for humidity and temperature controls)are provided in or for such computer room(s)and can be monitored and adjusted for
humidity and temperature settings and control.Such air systems are supported by redundant,back-up and/or switch-over environmental units.
iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies(if any)in real time.
V. Dry pipe pre-action fire detection and suppression systems are provided.
vi. Data circuits are available via multiple providers and diverse paths,giving access redundancy.
C. Responsibilities of Customer
i. Customer shall promptly pay all Software as a Service fees to Aqua-Metric.
ii. Customer may not(i)carelessly, knowingly,intentionally or maliciously threaten,disrupt,harm,abuse or interfere with the Application(s), Managed
Systems or any of their functionality,performance,security or integrity,nor attempt to do so;(ii)impersonate any person or entity,including,but not
limited to,Sensus,a Sensus employee or another user,or(iii)forge,falsify,disguise or otherwise manipulate any identification information associated
with Customer's access to or use of the Application(s).
iii. The provisioning, compatibility, operation, security, support, and maintenance of Customer's hardware and software (Customers Systems) is
exclusively the responsibility of Customer. Customer is also responsible, in particular, for correctly configuring and maintaining (i) the desktop
environment used by Customer to access the SaaS Application and Hosted Application managed by Sensus:and(ii)Customer's network router and
firewall,if applicable,to allow data to flow between the Customer's Systems and Sensus'Managed Systems in a secure manner via the public Internet.
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N Upon receiving the system administrator account from Sensus,Customer shall create usemame and passwords for each of Customer's authorized
users and complete the applicable Sensus registration process(Authorized Users). Such usemames and passwords will allow Authorized Users to
access the Application(s). Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair
associated with Customers account,and Sensus will not be liable for any loss,damage or liability arising from Customer's account or any user ID and
password pairs associated with Customer.Customer is fully responsible for all acts and omissions that occur through the use of Customers account
and any user ID and password pairs. Customer agrees(i)not to allow anyone other than the Authorized Users to have any access to,or use of
Customer's account or any user ID and password pairs at any time;(ii)to notify Sensus immediately of any actual or suspected unauthorized use of
Customer's account or any of such user ID and password pairs,or any other breach or suspected breach of security,restricted use or confidentiality;
and(iii)to take the Sensus-recommended steps to log out from and otherwise exit the SaaS Application and/or Hosted Application and Managed
Systems at the end of each session.Customer agrees that Sensus shall be entitled to rely,without inquiry,on the validity of the user accessing the
SaaS Application or Hosted Application through Customer's account,account ID,usernames or passwords.
V. Customer shall be responsible for the day-to-day operations of the SaaS Application,Hosted Application and AMI System. This includes,without
limitation,(i)researching problems with meter reads and system performance,(ii)creating and managing user accounts,(iii)customizing application
configurations,(iv)supporting application users,(v)investigating application operational issues,(vi)responding to alarms and notifications,and(vii)
performing over-the-air commands(such as firmware updates or configuration changes).
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y� Exhibit B
Technical Support
i. Introduction
Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional
resources required to resolve the issue.Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the
team for further analysis. If Technical Services has exhausted all troubleshooting efforts for the product type,the issue will escalate to the Engineering Support
Team.Occasionally,on-site troubleshooting/analysis may be required.The preferred order of on-site support is:
a. The Customer(for assistance with the easiest and lowest time-consuming activities such as power on/power off).
b. The local distributor.
C. Sensus employees or contracted personnel,if required to fulfill a contract commitment.
2. Support Categories
2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR,AMI, RF Network Equipment, Metering
Products and Sensus Lighting Control.
2.2. Proactive reporting and resolution of problems.
2.3. Reactive reporting to isolate,document,and solve reported hardware/software defects,including support to assist Customer in troubleshooting AMI System
network performance in the event read interval success falls below 98.5%over a three(3)day billing window.For the avoidance of doubt,assistance in
troubleshooting network performance does not alter or expand the Network Performance Warranty as provided by Sensus via AquaMetric.
2.4. Responding to service requests and product changes.
2.5. Addressing customer inquiries with printed or electronic documentation,examples,or additional explanation/clarification.
3. Support Hours
3.1. Standard Support Hours:Toll-free telephone support(1-800-638-3748 option#2)is available Monday thru Friday from 8:OOAM EST to 8:OOPM EST After-
hours,holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-638-3748,option#8.
4. Support Procedures
4.1. Customer identifies an issue or potential problem and calls Technical Services at 1-800-638-3748 Option#2.The Customer Service Associate or Technical
Support Engineer will submit a Support ticket.
4.2. The Customer Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial number,city,and state
in which the call originated.The nature of the problem and severity levels will be agreed upon by both parties(either at the time the issue is entered or prior to
upgrading or downgrading an existing issue)using the severity definitions below as a guideline.The severity level is then captured into a support ticket for
creation and resolution processing.Any time during the processing of this ticket,if the severity level is changed by Sensus,the customer will be updated.
Severity Levels Description:
Sev1 Customer's production system is down.The system is unusable resulting in total disruption of work. No workaround is available and requires
immediate attention.
Example:Network mass outage,all reading collection devices inoperable,inoperable head end software(e.g.,RNI Software,Sensus MDM).
Sev2 Major system featurelfunction failure. Operations are severely restricted; there is a major disruption of work, no acceptable work-around is
available,and failure requires immediate attention.
Examples:Network equipment failure(e.g.,FlexNet Remote,Base Station transceiver,or VGB);inoperable reading devices(e.g.,AR5500,VXU,VGB,
or CommandLink);head end software application has important functionality not working and cannot create export file for billing system operations.
Sev3 The system is usable and the issue doesn't affect critical overall operation.
Example:Minor network equipment failure(e.g.,Remote false alarms or Base Station transceiver false alarms);head end software application operable
but reports are not running properly,modification of view or some non-critical function of the software is not running.
Sev4 Minor system issues,questions,new features,or enhancement requests to be corrected in future versions.
Examples:Minor system issues,general questions,and"How-To"questions.
4.3. The Customer Service Associate or Technical Support Engineer identifies whether or not the customer is on support.If the customer is not on support,the
customer is advised of the service options as well as any applicable charges that may be billed.
4.4. Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first-come-first-serve basis.A first level Customer Service
Associate may assist the customer,depending on the difficulty of the call and the representative's technical knowledge.Technical Support Engineers(Tier 1
support)typically respond/resolve the majority of calls based on their product knowledge and experience.A call history for the particular account is researched
to note any existing patter or if the call is a new report.This research provides the representative a basis and understanding of the account as well as any
associated problems and/or resolutions that have been communicated.
a. Technical Services confirms that there is an issue or problem that needs further analysis to determine its cause.The following information must be
collected:a detailed description of the issue's symptoms,details on the software/hardware product and version,a description of the environment in
which the issue arises,and a list of any corrective action already taken.
b. Technical Services will check the internal database and product defect tracking system,to see if reports of a similar problem exist,and if any working
solutions were provided. If an existing resolution is found that will address the reported issue, it shall be communicated to the customer.Once it is
confirmed that the issue has been resolved,the ticket is dosed.
c. If there is no known defect or support that defines the behavior,Technical Services will work with the customer to reproduce the issue.If the issue can
be reproduced,either at the customer site or within support center test lab,Technical Services will escalate the ticket for further investigation/resolution.
If the issue involves units that are considered to be defective with no known reason,the representative will open a Special Investigation RMA through the
Support system.If it is determined that a sample is required for further analysis,the customer will be provided with instructions that detail where to send the
product sample(s)for a root cause analysis.Once it is determined that the issue cannot be resolved by Tier 1 resources,the ticket will be escalated to Tier 2
support for confirmation/workarounds to resolve immediate issue.Technical Services will immediately contact the customer to advise of the escalation.The
response and escalation times are listed in Section 5.At this time,screen shots, log files,configuration files,and database backups will be created and
Page 13 of 16
sEnsus
attached to the ticket.
5. Response and Resolution Targets.
Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets:
Severity Standard Target Standard Target Resolution Resolution(one or more of the following)
Response
Immediately assign trained and qualified a Satisfactory workaround is provided.
Services Staff to correct the error on an a Program patch is provided.
1 30 Minutes expedited basis. Provide ongoing a Fix incorporated into future release.
communication on the status of a e Fix or workaround incorporated into the Support
correction. Knowledge Base.
e Satisfactory workaround is provided.
Assign trained and qualified Services a Program patch is provided.
2 4 hours Staff to correct the error. Provide a Fix incorporated into future release.
communication as updates occur. a Fix or workaround incorporated into the Support
Knowledge Base.
e Answer to question is provided.
e Satisfactory workaround is provided.
3 1 Business Day 90 business days o Fix or workaround incorporated into the Support
Knowledge Base.
a Fix incorporated into future release.
a Answer to question is provided.
4 2 Business Days 12 months a Fix or workaround incorporated into the Support
Knowledge Base.
6. Problem Escalation Process.
6.1. If the normal support process does not produce the desired results,or if the severity has changed,the issue may be escalated as follows to a higher level of
authority.
6.1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor if not resolved within 2 hours;to the Manager level if not
resolved within 4 hours;to the Director level if not resolved within the same business day;and to the VP level if not resolved within 24 hours.
6.1.2. A customer may escalate an issue by calling 1-800-638-3748,Option 2.Please specify the Support ticket number and the reason why the
issue is being escalated.
6.1.3. In the event that a customer is not satisfied with the level of support or continual problem with their products,they may escalate a given
Supportticket to Manager of Technical Services(1-800-638-3748,Option 2).
7. General Support Provisions and Exclusions.
7.1. Sensus provides online documentation for Sensus products through the Sensus User Forum(http:llmyflexnetsystem.conVModuleAJser/Login).All Sensus
customers are provided access to this online database,which includes operation,configuration and technical manuals.Sensus also hosts periodic user group
teleconferences to facilitate the interchange of product ideas,product enhancements,and overall customer experiences.The customer shall provide names
and email accounts to Sensus so Sensus may provide access to the Portal.
7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or if not covered under another
specific maintenance contract.For example,specialized systems integration services or out of warranty network equipment repair that is not covered under a
separate maintenance contract.
8. Miscellaneous. Sensus acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the Customer 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:(1)does not boycott Israel;and(2)will not
boycott Israel during the term of the contract. 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 contract,Sensus certifies that its signature provides written verification to Customer that Sensus:(1)does not boycott Israel;and(2)will
not boycott Israel during the term of this Agreement.
Page 14 of 16
5Ensus
e Exhibit C
This is for illustrative purposes only and not an illustration of what is being provided under this Agreement. .
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Page 15 of 16
snsus
Exhibit D
Rider to Software as a Service Agreement
Page 16 of 16
Rider to Software as a Service Agreement
This Rider(herein so called) is fully made a part of the Software as a Service Agreement
(the `Agreement") between the City of Fort Worth ("Customer") and Sensus USA, Inc.
("Sensus") and is entered as a material inducement for Customer and Sensus to enter the
Agreement. Capitalized terms not defined herein shall have the meaning assigned to them in
the Agreement.
RECITALS:
A. As part of its duties and obligations under the Agreement, Sensus will be responsible for
the day-to-day monitoring, maintenance, management, and supporting of infrastructure
for Customer's Harris MeterSense MDMS (the "Hosted Application"), which is owned by
N. Harris Computer Corporation ("Harris") and further defined on Schedule 1 of this
Rider. Under the Agreement, Sensus owns infrastructure components of the solution
(server hardware, storage, network equipment, and operating system and database
management system) required to run and operate the application.
B. Customer is required to make certain representations to Harris regarding the confidential
nature of the Software.
C. Since Sensus is the party hosting the Hosted Application, the Customer now requires
Sensus to make the representations contained herein.
In exchange for good and valuable consideration paid by Customer through Aqua-Metric
to Sensus, the receipt and sufficiency of is hereby acknowledged, Sensus hereby agrees as
follows:
1 Sensus acknowledges the Hosted Application contains proprietary and confidential
information of Harris which shall, at all times, remain the property of Harris, and Sensus agrees
to treat the proprietary and confidential information with the same degree of care a reasonable
person would to maintain its own proprietary and confidential information.
2. Sensus will provide the hardware and software required to operate the Hosted
Application as detailed in the attached Schedule 2 (the "MeterSense MDM Hosting
Requirements"). Sensus' hardware must also be of reasonably sufficient quality, condition and
repair, and the Sensus agrees to ensure maintenance of its hardware in the appropriate quality,
condition and repair to a commercially reasonable standard, at its sole cost and expense. If
Harris determines that Sensus's hardware is not of sufficient quality, condition and repair, Harris
shall notify Customer and Sensus in writing of the hardware deficiencies. Customer and
Sensus will reasonably strive to remedy any hardware deficiencies within 30 days of notification.
Sensus will strive to install any updates to the hardware so that Customer is not excluded from
the warranties contained herein.
3. To avoid disrupting the Harris software warranty to Customer, Sensus agrees to the
following:
a. Only Customer, Harris or its authorized agent will install, modify or enhance the
Hosted Application; and
b. Sensus will install updates to operating system and database management
systems set forth in Schedule 2 (Linux and Oracle, respectively) which has been
released to remedy an error or bug, and which Harris has stated to Customer
and Sensus is a required update necessary for security purposes or for
legislative compliance purposes or other reasons as Harris may determine is
important in its reasonable discretion
4. Customer acknowledges that while Sensus agrees to be bound by the terms of this
Rider that neither Customer nor Sensus can agree that any future party hosting the Software
agree to be bound by the terms and conditions of this Rider.
SCHEDULE 1 to Rider
The Hosted Application is defined as:
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
SCHEDULE 2 to Rider
MeterSense MDM Hosting Requirements
Data retention requirements:
Metersense MDM will store the interval and register read data according to the
following table:
Water 250,000 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 10% 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 application/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 RAID1 Disk array (15K RPM) or SAN LUN — Operating System
450 GB RAID1 Disk array (15K RPM) or SAN LUN — Oracle Home and Application
RAID1 0 Disk array (15K RPM) or SAN LUN — Oracle Data
RAID5 Disk array (1 OK RPM) or SAN LUN — Local Database backup(compressed)
(Optional)
sDatabaseN
. . . . .
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.
For the avoidance of doubt, Sensus has only provided pricing for, and City has only
agreed to pay Aqua-Metric for, thirty six (36) months of data retention for the Hosted
Application. In the event City requires data retention beyond 36 months, Sensus will
provide pricing for additional data storage of the Hosted Application and Sensus will
only be obligated to provide additional data storage upon Aqua-Metric paying for such
additional data storage of the Hosted Application.
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 RAID1 Disk array or SAN LUN — Operating System
300 GB RAID1 Disk array or SAN LUN — Oracle Home and Application
RAID5 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:
Dat .. . Disk
a space
Retention requirements
Period (TB)
(years)
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 Requirements
The Application and Database server will be combined into one virtual machine
unless the Customer requires a "split architecture" approach in their environment,
or has a pre-existing database server that it notifies Sensus it will utilize. The
Virtual Machine will 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 will have the equivalent
memory of the physical server recommendation.
Sensus may initially configure a production Virtual Machine with less memory or
fewer CPUs than the equivalent physical Application/Database server; however,
if the performance of the system suffers as a result, the memory (and/or CPUs)
will be increased to the amount suggested in the physical hardware
requirements.
All requirements contained herein will be reviewed with the Customer prior to
purchase as these requirements may change based on actual Customer
environment.
Backup Procedure Recommendations
Sensus will use the Oracle RMAN backup process, utilizing either custom
RMAN scripts or an "Oracle Backup Agent" as part of Customer's existing
backup solution for the Oracle database backups and file based backups
for the Application files, to be copied or stored on a remote file store. Use
of compressed backups and 7 day and 2 copy retention policies shall be
used for data integrity. Incremental (level 1) backups will be performed 6
days a week and a Full (level 0) will be performed on the 7t" day.
M&C Review Page 1 of 4
Official-site of the City of Fort Worth,
CITY COUNCIL AGENDA FORr_�it
COUNCILACTION: Approved:onS/17/2016'
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 for
the Planning, Design and Implementation of Advanced Metering Infrastructure for the Water Department
in an amount not to exceed $11,783,697.00.
DISCUSSION:
On August 7, 2012, (M&C C-25775)Westin Engineering, Inc. evaluated the feasibility of Advanced
Metering Infrastructure (AMI) and mobile workforce management(MWM) technologies for the Water
Department (FWWD). The Westin report showed that FWWD would realize tangible results from
investing in AMI, including improved business efficiencies through automation, increased revenue by
reducing unauthorized use and reduced water loss through leak detection.
On March 5, 2013, (Resolution No. 4185-03-2013) the City Council appointed a Water Utility Task Force
to determine the feasibility of pursuing public/private partnerships to add value or lower costs to utility
customers, identify alternatives for the management and operation of the water and wastewater systems,
assess legal and fiscal implications of any public/private partnership and provide the City Council with
recommendations. A Request for Information (RFI)was issued June 5, 2013 to obtain information
needed by the Task Force and included (among other considerations) requests for new revenue
streams. The RFI yielded one proposal for new revenue through the implementation of an AMI system.
On November 11, 2013, (Resolution 4258-11-2013)the City Council adopted the findings of the Water
Utility Task Force and directed the City Manager to explore the new revenue stream suggestions
submitted, including the implementation of AMI.
In 2014, Texas voters approved a constitutional amendment to create the State Water Implementation
Fund for Texas (SWIFT)from the Rainy Day Fund to expand funding for water-related projects. The
Texas Legislature set aside a minimum of 20 percent of the funding for conservation-related projects.
The Texas Water Development Board (TWDB)created the SWIFT Program and in the fall of 2015 began
making low interest loans available for the regional water plan recommended water management
projects. The Region C State Water Plan includes Fort Worth's AMI program in the recommended
conservation projects.
On July 23, 2015, the TWDB adopted Resolution No. 15-091, approving SWIFT financial assistance to
the City of Fort Worth for the AMI Program, and on September 01, 2015 (M&C G-18549)the City Council
authorized a Financing Agreement with the TWDB to fund Phases 1 and 2 of the AMI Program. The
issuance of Water and Sewer System Revenue Bonds was approved on October 27, 2015 (M&C
G-18596).
On August 13, 2015, a Request for Qualifications was published by the City of Fort Worth's Department
of Financial Management Services, Purchasing Division, for services related to the development and
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
implementation of the AMI Program.
Ten (10) responses were received by the City on September 17, 2015. The proposers were evaluated for
compliance to the requested information and a group of four proposers was selected for additional
scrutiny by a selection committee comprised of City employees in the Water Department and the
Purchasing Division. References were contacted and each team of proposers was invited to answer a
set of detailed questions with the City selection committee. The selection committee rated Aqua-Metric
Company as the most qualified responsive proposer.
The AMI Program is expected to improve efficiencies in the Water Department by:
Automating business processes (reducing truck rolls to collect and/or verify meter data, move-
in/move-out, etc.);
Increasing revenue collection (reducing unaccounted for water due to theft and improper/inaccurate
metering);
Raising the customer awareness of water consumption (reducing calls and truck rolls related to high
water bills); and
Identifying leaks in the distribution system sooner (reducing water loss).
Services included with the Aqua-Metric Sales Company include:
Planning, design, programming and project management services as needed to provide a complete
and functional system;
Business process development, staff training, public awareness campaign and post-pilot assessment;
Purchasing and installing infrastructure (base stations, backhaul communication, antennas and
softwa re);
Purchasing and installing water meters, signal transmission equipment and new water meter box lids
configured to accommodate transmission equipment; and
Any modifications to existing meter box lids needed to accommodate transmission equipment.
Additional Managed Services authorized under this M&C include:
Regional Network Interface (data center);
Customer Web Portal;
Annual Agreements for base station support, customer portal support, antenna leases; and
FCC Agreement for radio frequency use.
The AMI program includes the installation of new water meters equipped with radio transmitters to send
water consumption data back to the central data center. AMI will be implemented by billing cycle. The
AMI pilot area is located within COUNCIL DISTRICT 4 and includes approximately 13,000 meters as the
whole of billing cycle 21. The pilot area is generally bounded by IH-Loop 820 on the south, 1-35 on the
west, Beach Street and SH-377 on the east and Summerfields Boulevard and North Tarrant Parkway on
the north.
Preliminary results of a propagation study indicate 27 antennas at strategic locations across the City will
provide adequate signal coverage for the approximately 250,000 water meters to transmit hourly water
consumption data every four hours (98.5% read rate). As many antennas as possible will be located on
City facilities and the remainder will be installed at leased locations. Processes to address the growth of
the City and the rapid expansion of the water distribution system will be developed under this program.
Anticipated Schedule:
2016 Phase 1 Planning and Design
2017 Phase 2 Pilot Implementation
2018—2019 Phases 3 &4 Full Implementation
2020 Phase 5 Evaluation/Assessment/Program Close-out
SWIFT funding has been approved by the TWDB in two installments. After demonstrated performance of
Phases 1 and 2 (funded through the first installment), it is proposed to move forward with the Aqua-
Metric Sales Company team for the remainder of the deployment, Phases 3, 4 and 5. Contingent on the
acceptance of the second installment of SWIFT funding, staff will enter into a contract extension with the
Aqua-Metric Sales Company for Phases 3, 4 and 5, as approved by this M&C.
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M&C Review Page 3 of 4
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 implement $11.783,697.00 $0.00 $58,500,000.00 $70,283,697.00
ation
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 $72,466,128.00
* Numbers rounded for presentation purposes.
Appropriation for the AMI Project by fund will consist of the following:
Fund JAppropriations*
Water Capital Fund 59601 $24,500.00
TWDB SWIRFT Fund 57005 $12,301,421.00
Future TWDB SWIRFT I F—$60,140,207.00
Project Total $72,466,128.00
* Numbers rounded for presentation purposes.
M/WBE Office: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Department and approved by the M/WBE Office, in accordance with the M/WBE or BDE Ordinance,
because the purchase of goods or services from source(s)where subcontracting or supplier
opportunities are negligible.
This project is located in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that the appropriations are available in the TWDB SWIRFT Fund for
Phases 1 and 2 of the AMI project.
Existing =iiationslApproprilationj
al Future
FUND Project Total*
Appropriations
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M&C Review Page 4 of 4
Water Capital Fund 59601 ' $24,500.00 f $0.00 $0.00 $24,500.00
I
TWDB SWIRFT Fund 57005 $12,301,421.00 $0.00 $0.00 $12,301,421.00
Future TWDB SWIRFT $FO $s.( $so,140,207.00 $60,140,207.00
Project Total $12,325,921.00 $0.00 $60,140,207 $72,466,128.00
" Numbers rounded for presentation purposes.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year , (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budgetl Reference# Amount
ID ID I I I Year I (Chart2)
57005 0600430 5740010 CO2715 002580 2016 $11,783,697.0
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.orR/council packet/mc review.asp?ID=22254&councildate=5/17/2016 12/1/2017
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
loll
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2.3.S.and 6 If there are no interested parties. CERTIFICATION OF FILING
I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-285422
Sensus USA Inc.
Raleigh,NC United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is1111712017
being filed.
Fort worth Water Department Date Acknowledged:
1
3 Provide the identification number used by the governmental entity or state agency to track or identity the contract,and provide a
descrlptlon of the services,goods,or other property to be provided under the contract.
SWIFT Project Number 51014
SaaS Agreement;Aqua Metric Annual Support Agreement for the City AMI program.
4 Nature of Interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Xylem Inc. Rye Brook,NY United States X
5 Check only If there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,undern
pe airy of perjury,that the above disclosure Is true and correct.
BATES
NOTA
NOTARY Pueuc
Wake County f
North Carolina
my comfN sion EvifesD April 1.209! Signature of Zfhorized agent of conIfEcting business entity
AFFIX NOTARY STAMP I SEAL ABOVE ..�f+�■ p ��/I
Swum to and subscribed before me,by the said I Itri 1�1V 6 2 this the ""-' day of �v
Zg 1 to certify which,witness my hand and seal of office.
L1 C7!✓N f1 /V0 O
Signature of affiter administering oath Printed name of officer administering oath Title ofr administering oath
Forms provided by Texas Ethics Commission vvww.ethics.state.tx.us Version V1.0.3337