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AQUA-METRIC SUPPORT SERVICES AGREEMENT
This SUPPORT SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City" or "Client"), a Texas home-rule municipal
corporation, and Aqua-Metric Sales Company, a registered d/b/a of Thirkettle Corporation, a
California corporation ("Consultant" or "Contractor"). City and Consultant are each individually
referred to herein as a"party"and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement
2. Exhibit A—Aqua-Metric Support Services
a. Appendix A- M400B Base Station—Health Check
3. Exhibit B - Sensus Product Warranty
4. Exhibit C- Sensus Network Performance Warranty
5. Exhibit D- Sensus Mass Failure Warranty
6. Exhibit E—Network Access Agreement
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the documents, the terms and conditions of this Professional
Services Agreement shall control. The term"Consultant"or"Contractor"shall include the Consultant or
Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors.
The term"City"shall include its officers,employees,agents,and representatives.
1. Scone of Services.
Consultant hereby agrees, with good faith and due diligence, to provide the City with professional
consulting services for City's AMI Program. Specifically, Consultant will perform all duties outlined and
described in the Aqua Metric Support Services, which is attached hereto as Exhibit "A" and incorporated
herein for all purposes, and further referred to herein as the "Services which Services shall only be
amended pursuant to an amendment of this agreement agreed to by both parties. Consultant shall perform
the Services in accordance with standards in the industry for the same or similar services. In addition,
Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, rules,
and regulations. If there is any conflict between this Agreement and the Statement of Work, the terms and
conditions of this Agreement shall control. If either Party needs to request changes to the Services, the
requesting party will submit to the other party a request on the Change Order Form. Both Parties must sign
the Change Order Form before the change becomes effective.
2. Term.
OFFICIAL RECORD
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FT.WORTH,TX
City Secretary Contract No.
2.1 Term, This Agreement shall commence on the date this Agreement is signed by both City and
Consultant, ("Effective Date") and shall expire at such points as the AMI Program no longer exists
("Expiration Date"),unless terminated earlier in accordance with the provisions of this Agreement.
3. Fees.
3.1 Aqua Metric Support Services Fee. The City shall pay Consultant an amount of$8,000 annually
for each AMI Network Infrastructure Site covered under this Agreement.
The Aqua Metric Support Services Fee includes costs for Consultant to dedicate one (1) full-time
resource to support City. The dedicated full-time resource allows Consultant to provide custom support
services to the City.
At completion of the MyH2O program and the Phase 4 Full Deployment, the Consultant acknowledges
the level of effort to provide support services to the City will decrease. Therefore, City and Consultant
may mutually agree in writing to reduce the allocation of the dedicated full-time resource. Reducing the
allocation of the dedicated full-time resource will reduce the Aqua Metric Support Services Fees by
$1,500 annually for each AMI Network Infrastructure Site covered under this agreement.
Beginning with the 41 anniversary of the RNI SaaS Start Date, the amount of the Annual Sensus RNI
Fee will increase by 3%annually and each anniversary thereafter.
3.2 Annual Sensus RNI SaaS Fees. Sensus shall provide the Sensus RNI Software as a Service(SaaS)
in accordance with the Sensus SaaS Agreement. Beginning with RNI SaaS Start Date,the City shall pay
Consultant the Annual Sensus RNI SaaS Fee. The RNI SaaS Start Date is the date Sensus installs the
RNI Software.
Year #of EndPoints Sensus SaaS Fees
Annual Amount
Year 1 12,000 $23,243.33
Year 2 124,000 $139,324.44
Year 3 230,000 $247,050.00
Cost for additional endpoints above the quoted fees above are:
Endpoint Count Additional Sensus SaaS Fees
300,000 or less $1.10/End oint
300,001 —400,000 S1.03/Endpoint
400,001 —500,000 $1.00/End dint
500,001 and higher I $0.98/Endpoint
Beginning with the 4t' anniversary of the RNI SaaS Start Date, the amount of the Annual Sensus RNI
Fee will increase by 3%annually and each anniversary thereafter.
3.3 Application (MDMS) Hosting Fees. Sensus shall provide the Application Hosting services to the
City in accordance with the Sensus SaaS Agreement. Beginning with Hosted Software Start Date, the
City shall pay Consultant the Application Hosting Fees as defined below. The Hosted Software Start
Date is the date Sensus sets up the infrastructure required to host the City's instance of the Harris
SmartWorks MDMS.
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Year #of EndPoints Annual Application Hosting
f'ef-c
Annual Allh'imt 9
Year 1 12,000 $(a0.(,o(,.67
Year 2 124,000 $110-6ho-67
Year 3 230,000 20-666-67
Cost for additional crux}i l i is above the c1 t i of ed fees above are:
h.ndpoint. Count Additional Application Hosting Fees
)00.000 or less S[1.�)1!f.n�i1�� istt
300.001 —400,000 i�.5't'l.ncllu}iitt
400.001 —500,000 $0.881 ndpoint
500.00 and lhiglier
Beginning with the 4' anniversary of the Hosted Software Installation Date, the amount of the Annual
Sensus MDMS Managed Service Fee will increase by 3%annually and each anniversary thereafter.
3.4 Payment Terms.
Consultant shall not perform any additional services for the City not specified by this Agreement unless
the City requests and approves in writing the additional costs for such services. The City shall not be
liable for any additional expenses of Consultant not specified by this Agreement unless the City first
approves such expenses in writing. City agrees to pay all invoices of Consultant within thirty (30) days
of receipt of such invoice. City and Consultant acknowledge the payment of the fees described in this
Section 3 are in furtherance of the Authorization.
3.5 Council Approval. 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 payments outlined in this Section 3 are in furtherance of the
Authorization.
4. Termination.
4.1 Convenience. Either the City or Consultant may terminate this Agreement at any time and for
any reason by providing the other party with 120 days written notice of termination (the "Termination
Period").
4.2 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of
duty,obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in
any fiscal period for any payments due hereunder, the City will notify Consultant of such occurrence and
this Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated. The City will use good faith efforts to notify
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Consultant in advance of an anticipated lack of appropriations. The award of this Agreement is
contingent upon release of funds and contract award approval from the TWDB. Any sub-contracts
awarded as a result of this Agreement that are expected to be funded in part by the loan from the TWDB
is also contingent upon release of funds from the TWDB. Neither the State of Texas, nor any of its
departments, agencies, or employees are or will be part of any resulting contracts.
4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the
Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of
termination and Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Consultant shall provide the City with copies of all completed or partially
completed documents prepared under this Agreement contemporaneously with the City making a final
payment to Consultant in the amount consistent with services rendered as of the date of termination,
including such subscription services the Consultant has contracted for in fulfillment of the terms of this
Agreement. In the event Consultant has received access to City information or data as a requirement to
perform services hereunder, Consultant shall return all City provided data to the City in a machine-
readable format or other format deemed acceptable to the City, in the City's reasonable discretion.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full
disclosure in writing of any existing or potential conflicts of interest related to Consultant's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Consultant hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. The City acknowledges that Consultant may use products, materials,
or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services
under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products, materials, or methodologies unless the parties have executed a separate written agreement
with respect thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall
treat all information provided to it by the City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of the City.
Subcontractors and affiliates of Consultant who need to know the Confidential Information to perform
the Services shall not be considered third party for purposes of this section 5.2.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information
in any way. Consultant shall provide City with a list of all employees and employees of Subcontractors
that will be handling or accessing City Information or Sites on behalf of Consultant; this list shall be
updated immediately upon employee termination or addition and City shall approve the list prior to
Consultant dispatching new employees to handle City Information or maintain City Sites. Consultant
shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised, in which event,Consultant shall, in good faith,
use all commercially reasonable efforts to cooperate with the City in identifying what information has
been accessed by unauthorized means and shall fully cooperate with the City to protect such
information from further unauthorized disclosure.
6. Right to Audit.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
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under this Agreement,have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the Consultant involving transactions relating to this
Agreement at no additional cost to the City. Consultant agrees that the City shall have access during
normal working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section.
The City shall give Consultant not less than ten(10)days written notice of any intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract, and further that City shall have access during normal working hours to all
subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than
10 days written notice of any intended audits.
The Consultant further agrees to accept the authority of the State of Texas Auditor's office
authority to conduct audits and investigations under the State Water Infrastructure Reserve Fund Texas
("SWIRFT") in connection with state funds received pursuant to this Agreement. The Contractor shall
comply with the directives from the City and the Texas State Auditor and shall cooperate in any such
audit or investigation. The Consultant agrees to provide the Texas State Auditor with access to any
information the City or Texas State Auditor considers relevant to the audit or investigation. The
Consultant agrees to include the same provision in any contract or subcontract used in connection with
this Agreement.
7. Independent Contractor.
It is expressly understood and agreed that Consultant shall operate as an independent contractor
as to all rights and privileges granted herein, and not as agent, representative or employee of the City.
Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall
have the exclusive right to control the details of its operations and activities and be solely responsible
for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors.
Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City,
its officers, agents, servants and employees, and Consultant, its officers,,agents, employees, servants,
contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Consultant. . It is further understood that
the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers,
agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers,
agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting
of taxes on behalf of itself, and any of its officers,agents, servants,employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH,TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT,ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, EXCEPT THAT CONSULTANT WILL
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NOT BE RESPONSIBLE FOR THE CONTRIBUTORY NEGLIGENCE APPORTIONED TO A
LAND OWNER OF PRIVATE PROPERTY NOT OWNED BY CITY.
B. INDEMNIFICATION CONSULTANT HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR
CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENCE OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT — (i) The Consultant warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs,
documentation, software, analyses, applications, methods,ways, and processes (in this Section 8C
each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do, to the
best of Consultant's knowledge, not infringe upon or violate any patent, copyrights, trademarks,
service marks, trade secrets, or any intellectual property rights or other third party proprietary
rights,in the performance of services under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual
property rights by the use of or supplying of any Deliverable(s) in the course of performance or
completion of, or in any way connected with providing the services, or the City's continued use of
the Deliverable(s) hereunder; provided, however, this liability and responsibility shall terminate
upon the expiration of the relationship between the parties with the City assuming all liability and
responsibility for its continued use of the Deliverable.
(iii) Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense, including
the payment of City's and Consultant's attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark,service mark,trade secret,or other intellectual
property right arising from City's use of the Deliverable(s), or any part thereof, in accordance
with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay
shall not apply if the City modifies or misuses the Deliverable(s) or continues the use the
Deliverable(s) upon the expiration of the relationship between the parties and without the
participation of Consultant. So long as Consultant agrees to bear,at the time of the claim or action,
the cost and expense of payment for claims or actions against the City pursuant to this section 8,
Consultant shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement, negotiations,
or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Consultant
in doing so. Should the City hire additional attorneys beyond those provided by Consultant, the
City will be responsible for the additional attorney's fees. In the event City, for whatever reason,
whether by its own admission or its modification or misuse of the Deliverable(s), assumes the
responsibility for, or is deemed responsible for, payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement,the City shall have
the sole right to conduct the defense of any such claim or action and all negotiations for its
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settlement or compromise and to settle or compromise any such claim; however, Consultant shall
fully participate and cooperate with the City in defense of such claim or action. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs
or expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If
the Deliverable(s), 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, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make
them/it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable,
compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to
City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate
this Agreement, and refund all amounts related to the infringing Deliverable paid to Consultant by
the City, subsequent to which termination City may seek any and all remedies available to City
under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS
AGREEMENT.
D.LIMITATION OF LIABILITY. (i)EXCEPT FOR DAMAGES ARISING OUT OF (A)
CONSULTANT'S INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, OR(B) CONSULTANT'S INDEMNIFICATION OBLIGATIONS SET
FORTH IN SECTIONS 8(B) AND 8(C), BOTH PARTIES AGREE THAT THE AGGREGATE
LIABILITY OF CONSULTANT TO CITY FOR ALL CLAIMS, SUITS, ACTIONS AND
PROCEEDINGS HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY, UNDER OR
RELATING TO THIS LICENSE AGREEMENT OR ITS SUBJECT MATTER, INCLUDING
THOSE BASED ON BREACH OR RESCISSION OF CONTRACT, TORT,BREACH OF TRUST,
OR BREACH OF FIDUCIARY DUTY SHALL NOT EXCEED,IN THE AGGREGATE,ONE AND
A HALF (1.5) TIMES THE AMOUNTS PAID TO CONSULTANT BY CITY (EXCLUDING
THOSE AMOUNTS PAID TO CONSULTANT AND THEN PAID TO HARRIS OR SENSUS
PURSUANT TO SECTIONS 3.2 AND 3.3).
(ii) IN ADDITION TO THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR ANY CLAIMS FOR CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES,
INDIRECT DAMAGES, SPECIAL DAMAGES, AGGRAVATED DAMAGES, LOSS OF
REVENUE, LOSS OF PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF
BUSINESS OPPORTUNITY EITHER UNDER OR RELATING TO THIS LICENSE
AGREEMENT OR ITS SUBJECT MATTER,WHETHER BASED ON BREACH OR RESCISSION
OF CONTRACT, TORT, BREACH OF TRUST, OR BREACH OF FIDUCIARY DUTY EVEN IF
CONSULTANT HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF
SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY.
9. Assignment and Subcontracting.
Consultant shall not assign or subcontract any of its duties, obligations or rights inconsistent
with this Agreement to a third party without the prior written consent of the City, which consent shall
not be unreasonably withheld. If the City grants consent to an assignment of the entire Agreement,the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
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agrees to be bound by the duties and obligations of set forth in that Agreement.
10. INSURANCE.
10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to
do business in Texas or otherwise approved by the City:
A) Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence; $4,000,000 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. Umbrella policy shall contain a follow-form
provision and shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
B) Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less
than$1,000,000 per occurrence.
C) Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and
$1,000,000 aggregate limit.
D) Statutory Workers' Compensation and Employers' Liability Insurance requirements per the
amount required by statute.
E) Technology Liability(Errors&Omissions)
a. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 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$2,000,000. Umbrella policy shall contain a follow-form
provision and shall include coverage for personal and advertising injury. The umbrella policy
shall cover amounts for any claims not covered by the primary Technology Liability policy.
Defense costs shall be outside the limits of liability.
a. 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
(iv)Fraud,Dishonest or Intentional Acts with final adjudication language
(v) Intellectual Property Infringement coverage, specifically including coverage for
intellectual property infringement claims and for indemnification and legal defense of
any claims of intellectual property infringement, including infringement of copyright,
brought against the City for use of Deliverables, Software or Services provided by
Consultant under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General
Liability(CGL)policy, a separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all
other requirements. Technology coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of liability. Any deductible will
be the sole responsibility of the Consultant and may not exceed $25,000 without the written
approval of the City. Coverage shall be claims-made,with a retroactive or prior acts date that is
on or before the effective date of this Agreement. Coverage shall be maintained for the duration
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of the contractual agreement and for one(1),year following completion of services provided. An
annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the
City to evidence coverage.
F) Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
(a) All applicable policies shall name the City as an additional insured thereon, as its interests may
appear. The term City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be
provided to the City. 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, 1000 Throckmorton, Fort
Worth, Texas 76102,with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.
All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or
have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.
If the rating is below that required,written approval of Risk Management is required.
(e) Any failure on the part of the City to request required insurance documentation shall not constitute a
waiver of the insurance requirement.
(� Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be
delivered to and approved by the City's Risk Management Division prior to execution of this
Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations, Consultant shall immediately desist from and correct the violation.
12. Non-Discrimination Covenant.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors
in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the
City harmless from such claim.
13. Notices.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered.when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
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TO THE CITY:
City of Fort Worth With Copy to the City Attorney
Attn: Jesus J. Chapa at same address
200 Texas Street
Fort Worth TX 76102
Facsimile: (817)392-8195
TO CONSULTANT:
Aqua Metric Sales Company Aqua Metric Sales Company
Attn: Chris Thirkettle Attn:Michael Cartwright
4050 Flat Rock Drive 6700 Guada Como Drive
Riverside,CA 92505 Schertz,Texas
Telephone: (951)637-1400 Telephone: (210)967-6300
Facsimile: (951)637- 1500 Facsimile: (210)967-6305
14. Solicitation of Employees.
Neither the City nor Consultant shall, during the term of this Agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
Agreement, without the prior written consent of the person's employer. This provision shall not apply to
an employee who responds to a general solicitation or advertisement of employment by either party.
15. Governmental Powers.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. No Waiver.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governine Law and Venue.
This Agreement shall be construed in accordance with the laws of the State.of Texas. If any
action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for
such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas,Fort Worth Division.
18. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. Force Maieure.
The City and Consultant shall exercise their best efforts to meet their respective duties and
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obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law,ordinance or regulation,acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or anyy other similar causes.
20. Headings Not Controlling.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. Review of Counsel.
The parties acknowledge that each party and its counsel have reviewed this Agreement and that
the normal rules.of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument,and duly executed by an authorized representative of each party.
23. Entirety of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated herein
by reference, contains the entire understanding and agreement between the City and Consultant, their
assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous
oral or written agreement is hereby declared null and void to the extent in conflict with any provision of
this Agreement.
24. Counteruarts.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument. An executed Agreement, modification, amendment, or separate signature page shall
constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the
signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warranty of Services.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30)days from the date that the services are completed. In such event,at Consultant's option,Consultant
shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty, or(b)refund the fees paid by the City to Consultant for the nonconforming services so
long as the nonconforming services are clearly demonstrated and documented by the City.
28. Immigration Nationality Act.
Page 11 of 32Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which
includes provisions addressing employment eligibility, employment verification, and nondiscrimination.
Consultant shall verify the identity and employment eligibility of all employees who perform work under
this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to perform
such services. Consultant shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Consultant shall indemnify City from any penalties
or liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
29. Informal Dispute Resolution.
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim,dispute, or breach. The notice shall state the nature of the dispute and list the party's
specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other
matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve
the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may
submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be
agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees;
however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the
dispute through mediation, then either party shall have the right to exercise any and all remedies available
under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a
dispute in accordance with this informal dispute resolution process, the parties agree to continue without
delay all of their respective duties and obligations under this Agreement not affected by the dispute.
Either party may,before or during the exercise of the informal dispute resolution process set forth herein,
apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where
such relief is necessary to protect its interests.
30. Reporting Requirements.
For purposes of this section,the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as
defined by Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing
device that performs logical, arithmetic, or memory functions by the manipulations of electronic or
magnetic impulses and includes all input, output,processing, storage,or communication facilities that are
Page 12 of 32Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
connected or related to the device.
Computer technician means an individual who, in the course and scope of employment or business,
installs, repairs, or otherwise services a computer for a fee. This shall include installation of software,
hardware, and maintenance services.
If Consultant meets the definition of Computer Technician as defined herein, and while providing
services pursuant to this Agreement, views an image on a computer that is or appears to be child
pornography, Consultant shall immediately report the.discovery of the image to the City and to a local or
state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited
Children. The report must include the name and address of the owner or person claiming a right to
possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report
required herein may result in criminal and/or civil penalties.
31. Network Access.
If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of
this section "Consultant Personnel'), requires access to the City's computer network in order to provide
the services herein, Consultant shall execute and comply with the Network Access Agreement which is
attached hereto as Exhibit"E"and incorporated herein for all purposes.
32. Sensus Product Warranty.
Consultant will make Sensus Product Warranties (the "Sensus Product Warranty") attached
hereto as Exhibit"B"available to Customer.
From time to time, Sensus will introduce new products and/or retire existing products and revise the
Sensus Product Warranty accordingly. Exhibit B reflects the Sensus Product Warranty in effect at time
of execution of this Agreemeent.
For purposes of clarification, the Sensus.Product Warranty at the time of the product purchase shall stay
in effect for the life of that product. In addition, Sensus will inform Consultant and Customer of any
changes to the Sensus Product Warranty for product purchases going forward.
33. Sensus Network Performance Warranty.
Consultant will make the Sensus Network Performance Warranty (the "Sensus Network
Performance Warranty") attached hereto as Exhibit "C" available to Customer for the time periods set
forth therein. The terms of such of warranty shall be fully governed by the Sensus Network Performance
Warranty, which shall supersede, replace and fully control over all other, if any, warranties granted to
Customer by Consultant regarding the subject matter contained therein.
34. Sensus Mass Failure Warranty.
Consultant will make the Sensus Mass Failure Extended Warranty (the "Mass Failure
Warranty") attached hereto as Exhibit "D" available to Customer for the time periods set forth therein.
The terms of such of warranty shall be fully governed by the Mass Failure Warranty, which shall
Page 13 of 32Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
supersede, replace and fully control over all other, if any, warranties granted to Customer by Consultant
regarding the subject matter contained therein.
35. Signature Authority.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity.Each party is fully entitled to rely
on these warranties and representations in entering into this Agreement or any amendment hereto.
36. Miscellaneous.
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
the City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (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, Contractor certifies that Contractor's signature provides written verification to the City that
Contractor. (1)does not boycott Israel;and(2) will not boycott Israel during the term of the contract.
Page 14 of 32Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
Executed in multiples this the 3 day of 2Q�
AGREED: AGREED:
CITY OF FORT WORTH: Consultant: AQUA-METRIC SALES
COMPANY C
By: Y•/ B (�C-�
Jesus J.Chapa Michael Cartwright
Assistant City Manager Title: VP of Operations
Date: j f d,—2� -) Date:
RECOFrec�or
PPROVAL:
By:
Kara S
Interi
APPROVED A T RM AND LE ALITY:
By:
Jessica Sangsva
Assistant City Attorney,A.
Form 1295 Certification No. _ L( S C/S�
ATTES
. ° 71
By: �U
Mary Kayse
City Secretary U
CONTRACT AUTHORIZAT 'r
M&C: C-27726 �`�.
Date Approved: 5/17/2016
OFFICIAL RECORD
Page 15 of 32Aqua Metric Sales Company CITY SECRETARY Professional Services Agreement-Technology
FT.WORTH,Tit
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Madelene afalko, P.E.
Senior Professional Engineer
MyH2O Program Manager
City Secretary Contract No.
EXHIBIT A
Aqua Metric Support Services
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1. Introduction
Exhibit A describes the Services to be provided by Consultant to the City for purposes of supporting the
AMI Solution deployed through the MyH2O Program.
2. Key Terms
2.1. AMI Network shall be considered as all meters,registers,radios,repeaters,receivers,base
stations, firmware and any other equipment used to measure, store,manage and transfer customer
consumption data and incident occurrences in the field to the AMI Software.
2.2. AMI Network Infrastructure Site shall be considered repeaters,receivers,base stations, coax
cable,antenna and any other equipment installed by Aqua Metric used to receive, store and transfer
customer consumption data and incident occurrences in the field. The AMI Network Infrastructure Sites
are based on the Sensus propagation study which indicates 29 AMI Network Infrastructure Sites will be
covered at time of execution of this Agreement. Both parties agree that additional AMI Network
Infrastructure Sites could be deployed to account for the City's growth and will be covered under this
Agreement. AMI Network Infrastructure Sites do not include end-point equipment such as the meters,
registers and smartpoints.
2.3. AMI Software shall be considered the software provided by Aqua Metric to FWWD. Aqua
Metric expects that software to be the following; however,the final decision will be determined and
agreed to by both parties during the planning and design program phases.(Phase I and II).
• Sensus FlexNet—AMI head end software will receive and process AMI data from the AMI
Network. The system supports on-demand requests and responses to meter end points and
identify and troubleshoot communication issues.
• Harris SmartWorks MDMS—The Meter Data Management Solution(MDMS)will perform
VEE and serve AMI data to FWWD's existing systems.
• Sensus FlexNet Endpoint Firmware—The software installed on endpoints operating within
the FlexNet RF Network.
• Sensus BaseStation Operating System—The software installed on Sensus base stations that
controls the communication within the Sensus RF Network and between the base station
and Sensus FlexNet AMI head end software.
2.4. AMI Solution refers collectively to the AMI Network,AMI Software and Sensus endpoints.
3. Description of Services
Under this Agreement, Consultant will provide the following Services to City.
3.1. Aqua Metric Standard Support
Aqua Metric standard support includes the following:
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Aqua Metric Sales Company Professional Services Agreement-Technology
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3.1.1. For each site, Consultant will purchase the Sensus M400B base station extended warranty on an
annual basis
3.1.2. Consultant will replace defective Sensus M400B base station parts or units covered by the Sensus
M400B base station warranty in the event of component failure
3.1.3. Consultant will perform onsite M400B base station health check as described in Appendix A
3.1.4. Consultant will apply base station firmware patches and updates with City's approval and testing
3.1.5. Consultant will work with City to continuously evaluate AMI Network coverage.meets City's
growth
3.1.6. Consultant will provide remote training for Sensus products and tools:
a) In the event of software updates and/or upgrades
3.1.7. Consultant will provide remote subject matter experts and respond to informational requests in the
following areas:
a) Sensus end point solutions:
i. Sensus Field Logic Software
ii. Field Logic Handheld Device
iii. Sensus Command Link Hardware
iv. Sensus MXU Endpoint Families
v. Sensus Endpoint Firmware
vi. Sensus ICE and Digital Register Programming
vii. Sensus UniPro Software and Hardware
viii. Sensus AMR Drive-by Software
b) Sensus software and tools
i. All Platforms Under the Sensus Regional Network Interface including(a)default
applications(b)applications installed by Sensus with an RNI update(c)additional
applications installed by Sensus at the request of the City and(d)custom applications
designed and implemented by Sensus for the City
ii. Sensus Field Logic(both PC and Handheld Device)
iii. Sensus AMR Drive-by Software
3.2. Aqua Metric Custom Support
Aqua Metric will provide a dedicated Technical Support resource to provide the following turnkey
operational support of the AMI Network. The dedicated Technical Support resource will also provide
subject matter expertise, technical support and onsite training to support City with their responsibilities
related to operating and maintaining the AMI Solution.
Aqua Metric Custom Support services include the following:
AMI Network Operation Support
3.2.1. Assist the City with monitoring overall read rate percentage and troubleshooting issues impacting
overall read rate percentage(when escalated by Fort Worth):
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Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
a) Monitor read rate percentages and compare to past performance
b) Determine when getting reads became a problem
c) Determine scope of read issue
d) Engage Sensus support as needed to troubleshoot and resolve root cause
3.2.2. Assist the City with monitoring AMI Network performance
a) Review network throughput
b) Compare recent throughput to historical trends
c) Investigate where throughput trends indicate an operational issue(when escalated by Fort
Worth)
3.2.3. Assist the City with monitoring base station availability and respond to outages and alarms(when
escalated by Fort Worth or Sensus)
a) Monitor base stations are up and troubleshoot 'issues impacting Base Station
uptime/performance
b) Monitor and investigate alarms;provide onsite support for investigating and troubleshooting
base stations alarms
c) Make commercially reasonable effort to resolve alarms that have the potential to impact base
station performance
3.2.4. Assist the City with monitoring base station performance
a) Review base station signal strength and compare to past performance
b) Evaluate system noise level
c) Compare SNR to signal strength
3.2.5. Assist the City with investigating interference issues impacting AMI Network read rate
a) Provide onsite support to identify source causing interference and impacting AMI Network
performance
b) As needed, engage Sensus to enforce Spectrum Licensed frequency
Support for City's Meter Services Operations
3.2.6. Provide ongoing subject matter expertise(onsite as needed)related to City's effort to monitor
meter operations and troubleshoot issues related to Sensus endpoints;
a) Verify meter installation state and troubleshoot issues
b) Verify meter configuration and troubleshoot issues
i. Check for meters not bound SmartPoints
ii. Check for meters in RMA state
iii. Check for Quarantined Reads
c) Identify and troubleshoot meters with communication issues
i. Check for meters with sporadic read deliveries
ii. Check for meters not reporting for several days
iii. Check for meters with poor Signal to Noise Ratio
d) Identify and troubleshoot meters with alerts
i. Check for meters with power related alerts
ii. Check for meters with meter operation alerts
iii. Check for meters with resource losses/theft alerts
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e) Identify and troubleshoot data synchronization issues caused by delays in updating meter
installation/exchanges/removal service order
3.2.8 With coordination of Fort Worth Meter Services,perform over the air broadcast messages for the
following purposes:
a) Updating endpoint configuration settings
b) Update endpoint firmware(as needed)
Note: Both the City and Aqua Metric will endeavor to apply endpoint firmware updates in
compliance with the terms of the Sensus product warranty.
3.2.9 Create and maintain Sensus endpoint configuration profiles
General Support and Training
3.2.10. Provide onsite subject matter expertise to support the City in the following areas:
a) Working with City personnel to implement best practices for installation and
operation of Sensus end points
b) Working with City personnel to interpret AMI data
c) Diagnosing and troubleshooting integration/synchronization issues of the AMI
Software to City's billing system,web portal,etc
3.2.11. Provide onsite training for the following areas:
a) Sensus end point solutions
b) Sensus software and tools
c) Harris SmartWorks MDMS
3.2.12. Consultant will provide remote training for Sensus products and tools every 3 months as
continuing education via Webex or other remote session
4. City Responsibilities
4.1 City shall be responsible for use of the AMI Software and utilization of data generated through the
AMI Solution. This includes,without limitation,(i)researching problems with meter reads,(ii)
creating and managing AMI Software user accounts, (iii)customizing AMI Software
configurations and reports,(iv)supporting AMI Software users,(v)responding to validation and
meter read estimations generated by the Harris SmartWorks MOMS.
4.2. City shall be responsible for the day-to-day maintenance of the endpoints. This includes,without
limitation,(i)researching problems with meter reads and-end-points not reporting, (ii)investigating
end-point operational issues,(iii)responding to end-point alarms and(iv)end-point installation and
smartpoint activations not performed by Consultant through the MyH2O Program.
5. Out of Scope
The following services are not included in this Agreement:
5.1. AMI Network repairs(parts and labor)resulting from force majeure events. Consultant can
provide level of effort as needed.
5.2. Relocation of AMI Network equipment for planned and unplanned maintenance at a AMI Network
20
Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
Infrastructure site. An example of a planned maintenance event would be the City requesting
Consultant to temporarily remove(and relocate)network equipment due to planned maintenance
on a City's water tower. Consultant can provide level of effort as needed.
6. Support Categories
6.1. Reactive reporting to isolate,document,and solve reported hardware/software issues
6.2. Responding to service requests
6.3. General questions regarding functionality, use of product,how-to,and requests for assistance on
AMI Solution,AMI Network,AMI Software or Sensus endpoints
6.4. Continuing education and training on Sensus Software and Hardware deployed within Fort
Worth's AMI program
7. Support Hours
7.1. Standard.Support Hours: Monday thru Friday from 8:OOAM CST to 6:OOPM CST,
7.2. Consultant can provide additional support services to City at a rate of$185 per hour, outside of the
standard support hours with an automatic level of Severity 1 and a correction target of 12 hours, in
the event that a 240 support contract is not in place.
7.3. Consultant will provide City phone number and email address to report issues and requests to
Technical Support during normal hours. Additionally, Consultant will provide an escalated phone
number and email address for after hours issues.
8. Support Procedures
8.1. City or Consultant identifies an issue or potential problem and contacts Technical Support.
Technical Support representative will log a support issue.
8.2. The Technical Support Representative will gather information from the caller to identify 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 Consultant,the City will be updated.
Severity Levels Description:
Severity 1 City'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.
Severity 2 Major system feature/function failure. Operations are severely restricted;there is
a major disruption of work,no acceptable work-around is available,and failure requires
immediate attention.
Examples: Base Station outage.
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Aqua Metric Sales Company Professional Services Agreement-Technology
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Severity 3 The system.is usable and the issue doesn't affect critical operations.
Example: Remote false alarms or Base Station transceiver warning alerts(i.e.—low battery
alarm for Base Station)
Severity 4: Questions related to the AMI Solution.
Examples: "How-To"questions related to AMI Software,configuration of meter profiles,
activation of SmartPoints,etc.
8.3. Requests will be worked by Technical Support Engineers based on severity level and request
date/time.
8.4. Technical Support 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.
8.5. Technical Support will confer with Sensus Technical Support as needed, 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 City and Consultant will
work with City's personnel to address the issue. Once it is confirmed that the issue has been
resolved,the ticket is closed.
8.6. If there is no known defect or support that defines the behavior, Consultant will work with the City
to reproduce and troubleshoot the issue.
8.7. For Severity 1 or 2 issues, Consultant's initial focus will be to work closely with City to either(1)
correct the issue immediately or (2) implement a satisfactory workaround in order downgrade the
severity to level 3.
9. Response and Resolution Targets.
Technical Support will make every reasonable effort to meet the following resolution twgeM
Standard Target
everi Resolutio ,lilL, Resolution (one or more of the following)
Immediately assign • Issue resolved
trained and qualified • Satisfactory workaround is provided if
Technical Support to issue cannot be resolved immediately
correct the error on an • Sensus patch provided(as needed)
1 expedited basis with a
resolution target it next • Sensus product replacement provided
business day.Provide through RMA process(as needed)
daily communication on
the status of a correction.
Assign trained and • Issue resolved
qualified Technical • Satisfactory workaround is provided if
Support to correct the issue cannot be resolved immediately.
2 error witha resolution • Sensus patch provided(as needed)
target of the three
business days. Provide • Sensus product replacement provided
ongoing communication through RMA process(as needed)
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Aqua Metric Sales Company Professional Services Agreement-Technology
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as updates occur
• Issue resolved
• Sensus patch provided(as needed)and/or
3 30 Business Days fix incorporated into future release.
• Sensus product replacement provided
through RMA process(as needed)
• Satisfactory workaround is provided.
• Answer to questionis provided.
4 30 business days . Ad-hoc training request is provided.
Note: Consultant will work with 31 party AMI Solution providers to address long-term fixes that
require a software patch,update.
10. Problem Escalation Process.
10.1. 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.
10.2. City may escalate an issue by contacting Technical Support. Please specify the reason why the
issue is being escalated.
10.3. Severity 1 issues will be escalated by Technical Support to the Chief Technology Officer if not
resolved within 24 hours.
10.4. In the event City is not satisfied with the level of support or continual problem with their products,
they may escalate a given support issue to the Account Executive Manager.
10.5. Issues unable to be resolved by Aqua-Metric Technical Support will be escalated to the appropriate
parties, at the appropriate Severity level, at the 3'party provider.
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Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
24
Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
Appendix A—M400B Base Station Health Check
�`pdfj
Sensus Recommended Maintanenace- M400 Base Station.pdf
25
Aqua Metric Sales Company Professional Services Agreement-Technology
FlexNet
Hardware all + II Job Aid
FOR ' r i BASE STATIONS
This document serves as a supplemental reference for administrators performing recommended periodic hardware
maintenance. Use this document after completing the FlexNet Hardware Maintenance education module.
SITE VISIT INFORMATION
1; u
0 Location
0 Inspection Cate
❑ Name
❑ Contact Information
HARDWARE MAINTENANCE CHECKLIST
� u
��r &0 t, 0.42 .
Four Months: Complete the following every four to six months.
A. Batteries
Inspect:
❑ Remotely log in to the power controller to check the computed capacity of the batteries. If the
capacity is below 80%, contact Sensus support for instructions. (Note: Not all power controllers
can be checked remotely. Refer to Customer Documentation for details.)
Annually: Complete the following annually;
A. Licensing
Inspect:
❑ Check for FCC licensing information on USB 'thumb' drive. Should be in a water-tight bag.
❑ Check for printed copies of FCC licensing information. Should,be in a water-tight bag.
B. Transceiver
Inspect:
❑ Transceiver fan filters and clean if needed.
❑ Transceiver fan operation.
❑ Check transceiver warning alarm lights.
❑ Listen for fan bearing noise. Replace or schedule for follow-up inspection if noise is present.
Clean:
❑ Vacuum away dust and/or remove any debris from transceiver fans.
C. Batteries
Inspect:
❑ Confirm that all Icabling and terminals are securely attached.
❑ Examine VRLA battery terminals and cables for acid leakage or corrosion (Not required for
Lithium batteries.)
❑ Check for battery failure light and other alarms.
Replace/Repair.
❑ Tighten any loose terminal connections with insulated tool.
❑ Replace both batteries if either is corroded.
0 2013-2014 Sensus.All rights reserved. 1
FlexNet Hardware Maintenance Job Aid
FOR M400B BASE STATIONS
E t e
..«. �Mt
Annually: Perform the following annually
D. Systemwide
Inspect:
❑ Listen to base station and check for any unusual operational noise. If an unusual noise is
present, contact Sensus support for instructions.
❑ Check all cabling and wiring for damage.
❑ Check for signs of water intrusion.
❑ Check for evidence of damage by rodents or insects. Remediate with appropriate repellant or
insecticide. Do not spray the equipment directly.
Replace/Repair.
Tighten any loose boltstscrews or cables.
E. Environmental Control Fans
Inspect.
❑ Check fan operation.
❑ Listen for fan bearing noise. Replace or schedule for follow-up inspection if noise is present.
Clean:
❑ Clean fan filters.
F. Mounting
Inspect:
❑ Ensure that the base station is still securely mounted to the pole.
❑ Check for cracks or signs of vandalism.
G. Antennas
Inspect:
❑ Visually inspect antenna with binoculars to ensure secure mounting. Check area for presence of
antennas added since installation or last inspection.
❑ Inspect GPS antenna to see if it is securely attached.
❑ Inspect the seal between the base station and GPS antenna to ensure that it is intact.
H. Complete Site Visit
❑ Schedule the next service based on observations and conditions
Next service date:
❑ Securely lock all doors when finished.
❑ Document all maintenance activities.
Five+years: Perform the following every rive(usually more)year
A. Batteries
❑ If the battery capacity.is below 80%,contact Sensus support to determine if replacement is
needed. Replacement schedule depends on the base station.type, battery type and
environment where they are deployed. Refer to Customer Documentation for details.
0 2013-2014 Sensus.All rights reserved. 2 sinsum
City Secretary Contract No.
Exhibit B—Sensus Product Warranty
p�df
G500-limited-warranty_r21.pdf
26
Aqua Metric Sales Company Professional Services Agreement-Technology
Sensus Limited Warranty G-500 R21
I.General Product Coverage X.Sensus accuMAG"Meters...
Sensus USA Inc.('Sensus")warrants its products and parts to be free from defects in are warranted to be free from defects in material and workmanship,under normal use and
material and workmanship for one(1)year from the date of Sensus shipment and as set service, for 18 months from the date of Sensus shipment or 12 months from startup,
forth below. All products are sold to customer('Customer)pursuant to Sensus'Terms whichever occurs first.
of Sale,available at:sensus.com/TC("Terns of Sale").
XI.Sensus Registers...
It.SR lie and accuSTREAM m5/8",3/4"&1"Meters... are warranted to be free from defects in material and workmanship from the date of Sensus
are warranted to perform to AWWA New Meter Accuracy Standards for five(5)years shipment for the periods slated below or until the applicable registration for AWWA
from the dale of Sensus shipment or until the registration shown below, whichever Repaired Meter Accuracy Standards,as set forth above,are surpassed,whichever occurs
occurs first. Sensus further warrants that the SR II and accuSTREAM meters will first:
perform to at least AWWA Repaired Meter Accuracy Standards for fifteen(15)years
from the date of Sensus shipment or until the registration shown below,whichever 518"thru 2"SR,SR 11,PMM,accuSTREAM Standard Registers 25 years
occurs first: 5/8"thru 2"SR,SR 11,PMM,accuSTREAM Encoder Registers 10 years
New Meter Accuracy Repair Meter Accuracy Electronic Communication Index(ECI) 10 years
5/8"SR II Meter and Ali HSPU,IMP Contactor,R.E.R.Eiac.ROM 1 year
accuSTREAM Meter 500,000 gallons 1,500,000 gallons _.
Standard and Encoder Registers for:W Turbo and Propeller Meters 1 year
314"SR II Meter and 750,000 gallons 2,250,000 gallons OMNI Register with Battery 10 years
accuSTREAM Meter
1'SR II Meter and XII.Sensus Electric Meters...
accuSTREAM Meter 1,000,000 gallons 3,000,000 gallons
—. are warranted to be free from defects in material and workmanship for one(i)year from
Ill.SR'518",3/4"&1"Meters... the date of Sensus shipment. Spare parts and components are warranted to be free from
defects in material and workmanship for one(1)year from the dale of Sensus shipment.
are warranted to perform to AWWA New.Meter Accuracy Standards for one(1)year
from the date of Sensus shipment.Sensus further warrants that the 5/8",3/4'and 1"SR Repaired or refurbished equipment repaired by Sensus Is warranted to be free from defects
meter will perform to at least AWWA Repaired Meter Accuracy Standards for fifteen(15) in material and workmanship for ninety(90)days from the date of Sensus shipment or for
years from the date of Sensus shipment or until the registration shown below,whichever the time remaining on the original warranty period,whichever is longer.
occurs first:
XIII.Batteries,IPERL System Components,AMR and FlexNetm System AMI Interface
Repair Meter Accuracy Devices...
5/8"SR Meter 1,500,000 gallons are warranted to be free from defects in material and workmanship from the date of Sensus
3/4"SR Meter 2,250,000 gallons shipment for the period stated below:
1"SR Meter 3,000,000 gallons Electronic TouchPad 10 years
N.SR 1.1/2"&2"... RadioRaad`MXU(Madel 5050,510R or 520R)and Batteries 20 years'
are warranted to perform to AWWA New Meter Accuracy Standards for one(1)year Act-Pak®Instrumentaticm 1 year
from the date of Sensus shipment.Sensus further warrants that the 1-1/2'and 2'SR _TcuchRsadr Coupler and AMR Equipment 1 year
meter will perform to at least AWWA Repaired Meter Accuracy Standards for ten(10) FlexNet Water or Gas SmartPoint'"Modules and Batteries 20 years'
years from the date of Sensus shipment or until the registration shown below,whichever --
occurs first: 5500 series(or older)Hand Held Device 1 year
Repair Meier Accuracy
650_0 series Hand Held Device 2 years
-
Vehicle Gateway Base Station 1 year
1-1/2'SR 5,000,000 gallons FlexNet Base Station(including the Metro and M400 base stations) 1 year
2"SR 8,000,000 gallons Echo Tranacelver 1 year
V.PMM"5/8",314",1"Meters... Remote Transceiver 1 year
are warranted to perform to AWWA New Meter Accuracy Standards for one(1)year _IConA and FlexNet Electricity SmartPoint Module 1 veer
from the date of Sensus shipment.Sensus further warrants that the 5/8",3/4',and 1" IPERL System Battery and IPERL System Components 20 years'
PMM meter will perform to at least AWWA Repaired Meter Accuracy Standards for Residential Electronic Register 20 years*
fifteen (15)years from the dale of Sensus shipment or until the registration shown
below,whichever occurs first: Smart Gateway 1 year
Repair Meter Accuracy •Sensus will repair or replace non-performing:
5/8"PMM 1,500,000 gallons
3/4"PMM 2,000,000 gallons •RadloRead®MXU(Model 505C,51 OR and 520R)and Batteries,
V PMM 3,000,000 gallons •FlexNet Water or Gas SmartPoint Modules(configured to the factory setting of six
transmissions per day under normal system operation of up to one demand read to each
VI.PMM 1.1/2",2"Meters... SmartPoint Module per month and up to two firmware downloads during the life of the
product)and batteries,
1 2"
are warranted to perform to AWWA New Meter Accuracy Standards for one year .Residential Electronic Register with hourly reads,and
from the date of Sensus shipment.Sensus further warrants that the
-1/2",and 2'PMM
meter will perform to at least AWWA Repaired Meter Accuracy Standards for ten(10) •IPERL System Batteries,and/or the IPERL System flowtube,the flow sensing and data
years from the date of Sensus shipment or until the registration shown below,whichever processing assemblies, and the register("IPERL System Components") with hourly
occurs first: reads
Repair Meter Accuracy at no cost for the first ten (10)years from the dale of Sensus shipment, and for the
1-1/2"PMM 5,000,000 gallons remaining ten (10)years, et a prorated percentage, applied towards the published list
2'PMM 8,000,000 gallons prices in effect for the year product is accepted by Sensus under warranty conditions
according to the following schedule:,
VII.IPERL-Water Management Systems... Years Replacement Price Years Repiacement Price
that register water flow are warranted to perform to the accuracy levels set forth in the 1-10 0% 16 55% _
IPERL Water Management System Data Sheet available at sensus.com/iperi/datasheel 11 30% 17 60%
or by request from 1-800-METER-IT, for twenty(20)years from the dale of Sensus 12 _35% 18 65%
shipment. The IPERL System warranty does not include the external housing. — —--
13 40% 19 70%
VIII.Maincass... 14 45% 20 75%
of the SR,SR 11 and PMM in both standard and low lead alloy meters are warranted to 15 50% >20 100%
be free from defects in material and workmanship for twenty-five(25)years from the
date of Sensus shipment.Composite and E-coaled maincases will be free from defects Note:Software supplied and licensed by Sensus is warranted according to the terms of the
in material and workmanship for fifteen(15)years from the date of Sensus shipment. applicable software license agreement. Sensus warrants that network and monitoring
services shall be performed in a professional and workmanlike manner.
IX.Sensus"W"Series Turbo Meters,OMNI"Meters and Propeller Meters...
are warranted to perform to AWWA New Meter Accuracy Standards for one,(1)year XIV.Return...
from the date of Sensus shipment. Sensus'obligation,and Customer's exclusive remedy,under this Sensus Limited Warranty
Is,at Sensus'option,to either(1)repair or replace the.product,provided the Customer(a)
8601 Six Forks Road,Suite 700
Raleigh,NC 27615 5 C n s u s
1-800-638-3748 G
returns the product to the location designated by Sensus within the warranty period;and REMOVING GOODS. "END USER' MEANS ANY END USER OF
(b)prepays the freight costs both to and from such location;or(ii)deliver replacement ELECTRICITY/WATER/GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF
components to the Customer, provided the Customer installs, at its cost, such ELECTRICITY/WATER/GAS,AS APPLICABLE.
components in or on the product(as instructed by Sensus),provided,that if Sensus
requests,the Customer(a)returns the product to the location designated by Sensus The limitations on liability set forth in this Agreement are fundamental inducements to
within the warranty period; and(b)prepays the freight costs both to and from such Sensus entering into this Agreement.They apply unconditionally and in all respects. They
location. In all cases, if Customer does not return the product within the time period are to be interpreted broadly so as to give Sensus the maximum protection permitted under
designated by Sensus,Sensus will invoice,and Customer will pay within thirty days of law.
the invoice dale,for the cost of the replacement product and/or components. To the maximum extent permitted by law, no Cause of Action may be instituted by
The return of products for warranty claims must follow Sensus' Returned Materials Customer against Sensus more than TWELVE(12)MONTHS after the Cause of Action first
Authorization(RMA)procedures.Water meter returns must include documentation of arose, In the calculation of any damages in any Cause of Action,no damages incurred
the Customer's test results. Test results rust be obtained according to AWWA, more than TWELVE (12) MONTHS prior to the filing of the Cause of Action shall be
standards and must specify the meter serial number. The test results will not be valid if recoverable.
the meter is found to contain foreign materials. If Customer chooses not to test a
Sensus water meter prior to returning it to Sensus,Sensus will repair or replace the
meter,at Sensus'option,after the meter has been tested by Sensus.The Customer will
be charged Sensus'then current testing fee.Sensus SmarlPoints modules and MXU's
returned must be affixed with a completed return evaluation label. For all returns,
Sensus reserves the right to request meter reading records by serial number to validate
warranty claims.
For products that have become discontinued or obsolete("Obsolete Product"),Sensus
may,at its discretion, replace such Obsolete Product with a different product model
("New Product"),provided that the New Product has substantially similar features as the
Obsolete Product. The New Product shall be warranted as set forth in this Sensus
Limited Warranty.
THIS SECTION XIV SETS FORTH CUSTOMER'S SOLE REMEDY FOR THE FAILURE
OF THE PRODUCTS, SERVICES OR LICENSED SOFTWARE TO CONFORM TO
THEIR RESPECTIVE WARRANTIES.
XV.Warranty Exceptions and No Implied Warranties...
This Sensus Limited Warranty does not include costs for removal or installation of
products,or costs for replacement labor or materials,which are the responsibility of the
Customer. The warranties in this Sensus Limited Warranty do not apply to goods that
have been: installed improperly or in non-recommended installations; Installed to a
socket that is not functional,or Is not in safe operating condition,or is damaged,or Is in
need of repair, tampered with;modified or repaired with parts or assemblies not certified
in writing by Sensus,including without limitation,communication parts and assemblies;
Improperly modified or repaired (including as a result of modifications required by
Sensus);converted;aftered;.damaged;read by equipment not approved by Sensus;for
water meters,used with substances other than water,used with non-potable water,or
used with water that contains dirt,debris,deposits, or other impurities;subjected to
misuse,improper storage,improper care,improper maintenance,or Improper periodic
testing (collectively, "Exceptions.'). If Sensus Identifies any Exceptions during
examination,troubleshooting or performing any type of support on behalf of Customer,
then Customer shall pay for and/or reimburse Sensus for all expenses incurred by
Sensus in examining, troubleshooting, performing support activities, repairing or
replacing any Equipment that satisfies any of the Exceptions defined above. The above
warranties do not apply in the event of Force Majeure,as defined in the Terms of Sale.
THE WARRANTIES SET FORTH IN THIS SENSUS LIMITED WARRANTY ARE THE
ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE
LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS.
SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS,
WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR
OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS SENSUS
LIMITED WARRANTY OR WITH THE TERMS OF SALE, INCLUDING WITHOUT
LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY,NON-INFRINGEMENT AND TITLE.
SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED
WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF
EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED
SOFTWARE OR SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES.
XVI.Limitation of Liability...
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 TOTAL AMOUNT PAID BY CUSTOMER TO
SENSUS UNDER THIS AGREEMENT. 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 A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, SENSUS'
LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE
LIABLE FOR: (1) 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 OF WHETHER SUCH LOST
REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE;
NOR (111) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND
EXPENSES;NOR(V)DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE
BREAKAGE CAUSED BY FREEZING TERMPERATURES, WATER HAMMER
CONDITIONS,OR EXCESSIVE WATER PRESSURE. "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
8601 Six Forks Road,Suite 700
Raleigh,NC 27615 S E n S.16dr
1-800-638-3748
City Secretary Contract No.
Exhibit C—Sensus Network Performance Warranty
pdfj
Sensus AMI System Performance Warranty(CFW 3day Billing Window).pdf
.2.7
Aqua Metric Sales Company Professional Services Agreement-Technology
Sensus AMI System Performance Warranty
CF-C-WAR-00-01-0814-01-A
1. Terms of Sale B. Route Read Success Test.
Sensus USA Inc.('Bgpl')warrants the performance of the AMI System to the Customer I. The Route Read Success Test will measure the percentage of Route Units that
as set forth below. This warranty and all products and services sold or otherwise provided deliver valid billable meter reads during the Billing Window The Route Read
by Sensus directly to the Customer are pursuant to the Sensus Terms of Sale,available at: Success Test only measures reads sent from the Route Units;it does not include
htto:l/na.sensus.com/TC/TermsConditions.odf('Terms of Sale'). on demand reads. The commencement date of the Billing Window shall be
2. Performance Warranty. The'Performance Warranty"is as follows: agreed by Customer and Sensus.
A. Warranty.Sensus warants to Customer that the AMI System deployed for a particular (A of Route Unita that delver a valid billable meter
Utility Customer meets the performance test standards set forth below in section 3 Route Read success• 100x read dudng the Billing Window)
('Performance Test Standards')from the Effective Date until the Warranty End Date. (total#of Rade Units in the applicable Rade)
If the Utility Customer's AMI System does not meet such Performance Test Standards, II. If Route Read Success is equal or greater than the Success Percentage
then as Sensus'sole obligation and Customer's sole remedy,Sensus shall take steps during one Billing Window,the Performance Test Standards for that Route has
that Sensus deems necessary,in Sensus'sole discretion,to cause the AMI System per,Customer shall
ro satisfy the Performance Test Standards. Such steps may include Sensus'delivery promptly co Issue written notice to Sensus S that either(a)
to the Utility Customer(without charge to the Utility Customer)the hardware for Senses has not,orsuccessfullyb)Sen completed the Performance Test Standards for the
additional RF Field Equipment,provided that all RF Field Equipment shall be located applicable Route; t(b)Senses has successfully completed the Performance
and installed as directed by Sensus.Utility Customer shall have fitle to all equipment Test Standards for the hallappstate
Route and such the shall specify the
provided pursuant to this subsection(A). Notwithstanding anything to the contrary, applicable Route and shall state the date on which the Route Read Success
Customer shall pay for any Recurrent RF Field Equipment Fees and any Ongoing Fees Test was successfully completed.If Customer does not Issue such notice
within five days of completion of the test,then the testis automatically deemed
for all equipment provided pursuant to this subsection(A).
B. Limitations.The Performance Warranty shall onlyapply;(l)to the Meter Data; i successfully passed.Senses has s cification ro continue optimizing the
p (� system and meeting performance specifications upon successful completion of
from the Effective Date unfit the Warranty End Date;(iii)If Sensus has completed a the Performance Test Standards for each Route. This process shall continue
propagation study for the applicable Utility Customer based on the Performance Test until all Routes have successfully completed the Performance Test Standards.
Standards,such propagation study has been approved in writing(including without If Sensus does not successfully complete the Performance Test Standards
limitation,by email)by Sensus,and such propagation study has been agreed to in for the applicable Route,then upon receipt of notice,Sensus shall fulfill its
writing (including without limitation, by email) by the Utility Customer ('Certified obligations in Section 2 above,and the applicable Route shall be retested within
Propagation Study+) (for clarity, the Certified Propagation Sttrtty consists of all a reasonable time.
documents of the propagation study,including without limitation,the server map and
the document describing the Required RF Field Equipment locations and antennae iii. Upon promptly Is of the Performance Test Standards toe all Routes,Customer
details);(iv)K the Utility Customer has entered into a Spectrum Lease Agreement with shall promptly Issue written notice a Sensus that arils (a)Sensus has not
Sensus;(v)K all the Required RF Field Equipment identified in the Certified Propagation successfully completed the Performance Test Standards for the AMI System;
Study is Installed;(vi)K the Required RF Field Equipment is installed as described or(b)Sensus has successfully completed the Performance Test Standards for
in the Certified Propagation Study,,including without limitation,in the locations and the AMI System and such notice shall state the date on which the Performance
at the heights identified in the Certified Propagation Study, and(vii)the Required Test Standards was successfully completed.If Customer does not Issue such
RF Field Equipment is operating and has been maintained to Sensus'specifications notice within flue days of completion the tests,then the Performance Test
(collectively, the 'Requirements'). If any Requirement is not satisfied, then: the Standards for the AMI System is automatically deemed successfully passed.
Performance Warranty is void;Sensus has no obligation to remedy the AMI System Sensus does not successfully complete the Performance Test Standards,then
performance;Sensus has no obligation to provide RF Field Equipment hardware at no upon receipt of hall Senses shall fulfill its obligations in Section 2 above,and
s
cost;and Customer Is responsible for purchasing such RF Field Equipment,even if it the AMI System shall be retested within a reasonable time.
is necessary to meet the specifications set forth in the Performance Test Standards. 4. THE WARRANTY SET FORTH IN SECTION 2 OF THIS PERFORMANCE WARRANTY
Furthermore, if new and/or different RF Field Equipment locations are required IS THE ONLY WARRANTY RELATED TO THE PERFORMANCE OF THE AMI SYSTEM.
as a result of not meeting any Requirements,Customer agrees to:pay Sensus for SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS,
the completion of any additional propagation studies;pay Sensus for the additional WARRANTIES,CONDITIONS,EXPRESSED,IMPLIED,STATUTORY OR OTHERWISE,
RF Field Equipment hardware;perform the necessary site preparation;and pay for REGARDING ANY MATTER IN CONNECTION WITH THESE TERMS OF SALE,
any Recurrent RF Field Equipment Fees and any Ongoing Fees for all equipment INCLUDING WITHOUT LIMITATION,WARRANTIES AS TO FITNESS FORA PARTICULAR
purchased pursuant to this subsection(B). Any equipment required pursuant to this PURPOSE,MERCHANTABILITY,NON-INFRINGEMENT AND TITLE.
subsection(B)is added to the definition of'Required RF Field Equipment' 5. SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH
3. Performance Test Standards LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE
A. Generally. FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR
I. The parties shall mutually agree on specific reading routes(each a'$gyjg'). THE PERFORMANCE OF THE AMI SYSTEM.
Each Route will be separately tested with the intent to provide incremental g. Limitation of Liability.
acceptance of distinctly defined geographical areas and populations of meters. SENSUS'AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING
Each Route shall contain a statistical sample of Test Units('$QuW.l)ll j.Route UNDER,OUT OF OR IN RELATION TOTHIS WARRANTY ANDALL OTHERAGREEMENTS
Units only include the Test Units installed in the applicable Route. For Utility BETWEEN SENSUSAND CUSTOMER,THEIR NEGOTIATION,PERFORMANCE,BREACH
Customers with any combination of water,gas,and electricity Endpolnts,the OR TERMINATION (COLLECTIVELY 'CAUSES OF ACTION') SHALL NOT EXCEED
water Endpoints,gas Endpoints,and electricity Endpoints will each be tested (I)IF CUSTOMER IS ALSO THE UTILITY CUSTOMER,THE TOTAL AMOUNT PAID BY
separately according to the procedure below. For clarity,a single Route will not CUSTOMER TO SENSUS;OR(II)IF CUSTOMER IS NOT THE UTILITY CUSTOMER,
have a combination of water,gas,and electricity meters,but it will consist of only THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS SOLELY IN RELATION TO
water,gas,or electricity Test Units. THE UTILITY CUSTOMER THIS IS SO WHETHER THE CAUSES OF ACTION ARE IN
ii. Before beginning the Performance Test Standards, all Route Units must be TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN
installed.Customer shall send written notice to Sensus once the Test Equipment CONTRACT,UNDER STATUTE OR OTHERWISE.AS A SEPARATE AND INDEPENDENT
and all Route Units are installed('Route Deployment').Such notice shall indicate LIMITATION ON LIABILITY, SENSUS' LIABILITY SHALL BE LIMITED TO DIRECT
the date on which the Route Deployment was completed('Route Deolovment DAMAGES. SENSUS SHALL NOT BE LIABLE FOR:(1)ANY INDIRECT,INCIDENTAL,
D&I. SPECIAL OR CONSEQUENTIAL DAMAGES;NOR(II)ANY REVENUE OR PROFITS LOST
iii. Within thirty(30)days atter the Route Deployment Date,the parties shall begin BY CUSTOMER,UTILITY CUSTOMER OR EITHER OF THEIR AFFILIATES FROM ANY
the Performance Test Standards on the Route.Customer,Utility Customer,and END USER(S),IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS
Sensus shall work in good faith to complete the Performance Test Standards no CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE;NOR(111)ANY IN/OUT COSTS;
later than thirty(30)days after commencement of testing. NOR(IV)MANUAL METER READ COSTS AND EXPENSES. The limitations on liability set
forth herein are fundamental Inducements to Sensus.They apply unconditionally and in all
respects. They are to be Interpreted broadly so as to give Sensus the maximum protection
permitted under law.To the maximum extent permitted by law,no Cause of Action may be
instituted against 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.
Vessel
sEnsus
Sensus AMI System Performance Warranty
7. Definitions. L. "Recurrent RF Field Equipment Fees'means any and all costs,fees,and expenses
Any terms used in this Performance Warranty as defined terms,and which are not defined required to;(t)warrant the RF Field Equipment;and(it)install and keep the RF Field
herein,shall have the meanings given to those terms in the Terms of Sale,as defined above. Equipment located in the field, Including without limitation, site procurement and
A. "AMI System" identifies the Sensus FlexNet Advanced Meter Infrastructure preparation fees,fees related to building poles or towers,tower lease fees,costs of
System deployed by the Customer,comprised of the SmartPoint Modules,RF Field electricity supply,and any local,state,or federal government taxes or charges.
Equipment, regional network interface (RNI), software, FCC licenses, and other M. 'Remote Transcelvil Identifies the Sensus standalone,mounted relay device that
Sensus equipment provided to Customer and/or to the Utility Customer. The AMI takes the radio frequency readings from the SmartPoint Modules and relays them
System only includes the foregoing,as provided by Sensus to the Utility Customer, directly to the RNI by TCPIIP backhaul communication.
either directly or through a Sensus authorized distributor. The AMI System does not N. 'Required RF Field Equipment means the number,location,and height of the RF
include goods,equipment,software,licenses or rights provided by a third party(ies). Field Equipment set forth in the Certified Propagation Study.
B. "Available Meter" means an installed Sensus FlexNet meter(with a SmartPoint 0. 'RF Field Equipment"means the FlexNet Base Stations,Echo Transceivers,and
Module installed)or a Sensus SmartPoint Module which has been installed on a Remote Transceivers.
third party meter,and which,in either case,is not an Unavailable Meter(or on an P. 'Service Territory'Identifies the geographic area where Utility Customer provides
Unavailable Meter in the case of SmartPotnt Modules on third party meters) and electricity,water,and/or gas(as applicable)services to End Users as of the Effective
which satisfies all of the following criteria:(1)it functions property,is powered,and is Date.This area will be described in Utility Customer and Sensus'spectrum lease filing
not a damaged or failed meter;(ii)if applicable,it is in a deployment area of meters with the FCC.
such that a sufficient number of two-way meters are in range of each other; (iii)it
is serviced by RF Field Equipment that has not been subjected to a power failure 0. 'Spectrum Lease Agreement" means a written, signed agreement between
greater than eight(8)total hours;(iv)neither it nor the RF Field Equipment that serves Sensus and Utility Customer whereby the Utility Customer leases certain spectrum
that meter has been affected by a Force Majeure event;(v)jamming of the radio from Sensus: The Spectrum Lease Agreement may be included as part of a larger
spectrum is not preventing or interfering with radia communication to or from the agreement,such as an AMI Agreement or a Software License and Spectrum Lease
meter,(vi)it is installed in the Service Territory;(vii)it has not been reported to Utility Agreement.
Customer under Senses'or Utility Customer's preventative maintenance;(viii)its R. 'Success Percentage'means, of the covered meters in the propagation study,
functioning or performance has not been adversely affected by a failure of Customer 98.5%.
and/or Utility Customer to perform its obligations or tasks for which it is responsible, S. 'Test Equipmenf means the number of RF Field Equipment and production RNIs
including without limitation,testing and confirming that the socket to which the meter set forth in the Certified Propagation Study. The Test Equipment specifically does not
will befis connected is in safe operating condition,is fully functional,is not corroded, include test RNIs or backup RNIB;it only includes production RNIs.
does not contain improperly installed jaws or other deficiencies,complies with ANSI T. "Test Units'means Endpoints that are both;(1)Available Meters throughout the entire
standards,and is not"hot",damaged,or otherwise in need of maintenance or repair; test period;and(ii)are covered meters,as depicted on the Certified Propagation
(ix)its functioning or performance has not been adversely affected by a failure or Study.
insufficiency of the back haul telecommunications network for communications among 'Unavailable Meters°include meters with sockets with
the components of the Sensus AMI System;and(x)it has been installed in compliance U. power cut at the pole,meters
with the procedures and specifications approved by Customer and Sensus. that are booted on the line side,sockets that are not provided power due to a power
delivery system failure,.meters with tamper,theft or other human induced failures
C. 'Billing Window"for a meter means the three day period commencing one day prior to that render the meter or SmartPoint Module incapable of providing a read,a Force
the relevant billing day for such meter and ending two days after such billing day.The Majeure event induced failures of the power delivery system,socket or meter,and/
Billing Window for testing purposes shall be agreed by Customer and Sensus. or any system or meter maintenance issue that precludes the meter from transmitting
D. 'Customer"means the entity that purchases goods and/or services directly from its message to the network. Examples of Unavailable Meters include:(1)Cut At Pole:
Sensus. a meter for which power has been turned off to the socket by Utility Customer;(ii)
E. 'Effective Date"means the date the Utility Customer signs the Spectrum Lease Booted on Line Side:nominally a meter for which power has been turned off by
Agreement between Utility Customer and Sensus. placing'boots'in the socket from which the power to the meter has effectively been
F. 'End User'means any end user of electricity,water, and/or gas(as applicable) turned off;(iii)Failed or flawed power delivery to the meter socket:Utility Customer
that pays Utility Customer for the consumption of electricity,water,and/or gas,as power generation,distribution or delivery system failure that has effectively turned
applicable. off power to the socket and/or meter; (iv)Tampered Meters: sockets, meters or
distribution assets that have been modified by unauthorized personnel rendering the
i
G. Endpoints' mean both (a) Senses FlexNet meters (with a SmartPoint on a third Macule meter incapable of providing accurate usage readings from that meter,(v)Broken
installed);and(b)Senses SmartPoint Modules which have been Installed TouchCoupler unit:the TouchCoupler unit is damaged by intentional or unintentional
party meter. acts;(vi)Broken Gip:the clip that holds the TouchCoupler unit into the radio package
H. 'Force Majeure'means an event beyond a party's reasonable control, including housing is broken and the unit cannot complete the Inductive electrical connection;
without limitation,acts of God,hurricane,flood,volcano,tsunami,tomado,storm, (vii) Improper installation of the TouchCoupler unit: the TouctiCoupler unit is not
tempest,mudslide,vandalism,illegal or unauthorized radio frequency interference, pushed all the way Into the housing clip causing the unit to not be able to complete
strikes,lockouts,or other industrial disturbances,unavailability of component parts of the inductive electrical connection;(viii)Unit not installed through the pit lid:the unit
any goods provided hereunder,acts of public enemies,wars,blockades,insurrections, is not installed with the antenna positioned through the pit lid and properly secured
riots,epidemics,earthquakes,fires, restraints or prohibitions by any court,board, with the retaining nut.The radio unit must also be securely attached to the antenna
department,commission or agency of the United States or any States,any arrests section;(ix)Radio unit not securely attached to the Antenna unit:The water-proof
and restraints,civil disturbances and explosion. SmartPoint Module housing is not properly installed and secured to the antenna unit;
I. "Inl Costs' means any costs and expenses incurred in transporting goods (x)Damaged antenna:the unifs antenna is damaged by intentional or unintentional
between to and from End User's premises and any costs and expenses incurred in acts;(A)Damaged radio package:the units water-proof radio package is damaged
installing,uninstalling and removing goods. by intentional or unintentional acts;(xil)Data Base errors:the unit is removed from the
J. "Meter Data'means the specific metering Information,including without limitation, system but not updated in the database.The unit is still shown as in the system when
locations and antenna heights,provided to Senses by Utility Customer in writing prior in fact has been removed;(xiii)Phantom Units:the unit is removed from the system
to the earlier of the;(1)Effective Date;and(ti)the date set forth on the propagation but is still transmitting and being heard by the system;and(Al Other Installation
study(collectively,the'Data Date'). The parties recognize and agree that the RF Defect:the unit is otherwise installed improperly so that it does not communicate with
Field Equipment site design and build is based on the specific Meter Data provided to the FlexNet Base Station.
Sensus. For clarity,the Meter Data only contains the information specifically provided V 'Utility Customer means the utility customer that uses the Sensus goods and
to Sensus by the Utility Customer in writing prior to the Data Date. By way of example services in its AMI System regardless of whether such goods and services are
only(and not as an exhaustive list),the'Meter Data'includes the latitudes and purchased directly from Sensus or from a Sensus authorized distributor.For clarity,
longitudes of each meter,the location of each module either inside or outside(outside the Utility Customer is also the Customer If the Utility Customer purchases directly
is assumed),and,for meters in pits,whether the radio is installed through or under from Sensus.
the lid(the assumption is through the lids),New or different metering locations and/ yy 'Warranty End Date'means the earlier of @the third anniversary of the Effective
or antenna heights provided atter the Data Date are not included as part of the Meter
Data. Date;(ti)successful completion of the applicable Performance Test Standards;or
K. 'Ongoing fees'means any reoccurring monthly or annual fees,including without (iii)the termination or expiration of the Spectrum Lease Agreement between Utility
Customer and Senses.
limitation,fees for software and spectrum leases.
8601 Six Forks Road,Suite 700
Raleigh,NC 27615
1-800-638-3748 5 E n s u 5
City Secretary Contract No.
Exhibit D—Mass Failure Extended Warranty
A. The following Mass Failure Extended Warranty supplements the Sensus Limited
Warranty. Except where the Mass Failure Extended Warranty directly conflicts with the
Sensus Limited Warranty, the terms and limitations of the Sensus Limited Warranty
apply.
B. Mass Warranty on SmartPointTM Modules
Sensus provides the following Mass warranty on Sensus SmartPointTM Modules (the
"Modules"). Except as provided herein, the Mass warranty applies only to the Modules
and does not apply to other Sensus products or third party products.
In the event that more than ten percent(10%)of the entire population of Modules Fail during
one Contract Year within the Mass Warranty Term, and such failure persists for three(3)
of Customer's billing cycles,a"Mass Module Failure"shall be deemed to have occurred.
Customer's sole and exclusive remedy for a Mass Module Failure shall be for Sensus to
(a) repair or replace all Failed Modules and. (b) provide one of the Mass Remedies
described below. The number of I Modules for the 10% baseline in each year is the
cumulative number of Modules installed by the first date of the Contract Year.
C. Mass Warranty on SRII®Meters
1. Sensus provides the following Mass Warranty on Sensus SRII® Meters (the "Meters").
Except as provided herein, the Mass warranty applies only to the Meters and does not
apply to other Sensus products or third party products.
2. In the event that more than ten percent (10%) of the entire population of Meters Fail
during one Contract Year within the Mass Warranty Term, and such failure persists for
three (3) of Customer's billing cycles, a "Mass Meter Failure" shall be deemed to have
occurred. Customer's sole and exclusive remedy for a Mass Meter Failure shall be for
Sensus to (a) repair or replace all Failed Meters and (b) provide one of the Mass
Remedies described below. The number. of Meters for the 10% baseline in each year is
the cumulative number of Meters installed by the first date of the Contract Year.
D. Mass Remedy
1. The"Mass Remedy,"shall be Aqua-Metric providing In/Out Services to replace Failed
Modules or Failed Meters,as the case may be, at no additional cost to Customer.
2. Sensus will reimburse Aqua-Metric for In/Out Services to apply Mass Remedy at a credit
amount agreed to by Aqua-Metric and Sensus.
3. Notwithstanding the foregoing, Sensus' aggregate liability to Customer for Mass
Remedy shall not exceed the credit amount agreed to by Aqua-Metric and Sensus
multiplied by quantity of SmartPoints or.SRHO meters registered on the network.
E. Terms of Mass Warranty
1. The term of the Mass warranty for both Modules and Meters runs from the Effective
Date and ends on the third (3`d) anniversary of the Effective Date ("Mass Warranty
Term").
2. As used herein, "Failure"and"Fail"means a malfunction that would be covered by the
Sensus Limited Warranty had it occurred within the applicable warranty period
28
Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
identified in the Sensus Limited Warranty.That is to say, all limitations on and
exceptions to the Sensus Limited Warranty apply to this Mass warranty unless
specifically stated otherwise in this Mass warranty.
3. A "Contract Year" means the time period from one anniversary of the Effective Date to
the next anniversary of the Effective Date.
4. The term "In/Out Services"means the acts of(i)transporting goods between Customer's
warehouse and an End User's premises; and (ii) installing, uninstalling and removing
goods from an End User's premises. The following items are specifically excluded from
the In/Out Services: (i) work and materials associated with repairing or replacing
couplings, meter boxes, or lids; and (ii) labor associated with insufficient access to the
Modules or Meters due to physical conditions (snow, leaves, dirt,water, difficult access,
etc). If such work is required, Customer shall be responsible for expenses related to this
work.
5. As a condition precedent to Sensus providing the Mass Remedy, Customer must (i)
provide written Notice to Sensus the first time five percent (5%) of Meters or Modules
cannot be read in any calendar week (the "Initial Notice"); and (ii) provide Sensus with
subsequent written Notice that a Mass Failure continues for three (3) billing cycles (the
"Second Notice"). The parties acknowledge that the intent of the Initial Notice is to
provide Sensus a good faith opportunity to correct the failure through other means prior
to implementing the Mass Remedy, and such an opportunity to correct the failure is of
fundamental importance to Sensus in agreeing to offer this Mass warranty.
6. The Mass Remedy shall not apply if(i)the Mass Module Failure or Mass Meter Failure
is due to a Force Majeure event; (ii)Customer is not current.in its payments to Sensus or
Sensus authorized distributor; (iii)Customer has not properly installed or maintained the
Modules or Meters; (iv) Customer has not supplied Sensus with the requisite notices
required under this section; (v)Customer is in material breach of the Agreement; or(vii)
the Mass Warranty Period has ended.
THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SENSUS'
LIABILITY FOR ANY MASS MODULE FAILURE OR ANY MASS SRH METER FAILURE.
29
Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
EXHIBIT E
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively
the "Network"). Contractor wishes to access the City's network in order to provide [description of
services]. In order to provide the necessary support, Contractor needs access to [description of specific
Network systems to which Contractor requires access, i.e.Internet,Intranet,email,17 Alf System,etc.].
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing [description of services]. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services, whichever occurs first. This Agreement will be associated with the Services
designated below.
Services are bein❑ Services are being provided nace orda.ncp with City offort Worth,Purc as R
Secretary Contract
accordance with Ci offort Purchase QrdeX,;No.
❑ Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement,
the Contractor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in
denial of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
30
Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's
Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords.and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations
regarding public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to
the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or
communications software provided by the City from all computing equipment used and owned by the
Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Secuirity. Contractor agrees to: make every reasonable effortin accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery
of a breach or threat of breach which could compromise the integrity of the City's.Network, including but
not limited to, theft of Contractor-owned equipment that contains City-provided access software,
termination or resignation of officers, agents, servants, employees or representatives with access to City-
provided Network credentials,and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACTOR NAMES:
By:FMMMW� By:
Name:
Assistant City Manager Title: .
31
Aqua Metric Sales Company Professional Services Agreement-Technology
City Secretary Contract No.
Date: Date:
ATTEST: ATTEST:
By: By:
Mary Kayser Name: _
City Secretary Title:
APPROVED AS TO FORM AND LEGALITY:
By:
Jessica Sangsvang
Assistant City Attorney II
M&C: none required
Form 1295: Not required
CONTRACT COMPLIANCE MANAGER:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name:
Title:
32
Aqua Metric Sales Company Professional Services Agreement-Technology
M&C R Page 1 of 4
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA F0Hr rII
C U ILTi _.
Approved n 511712016
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
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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
software);
Purchasing and installing water meters, signal transmission equipment and new water meter box lids
configured to accommodate transmission equipment; and
Any modifications to existing meter box lids needed to accommodate transmission equipment.
Additional Managed Services authorized under this M&C include:
Regional Network Interface (data center);
Customer Web Portal;
Annual Agreements for base station support, customer portal support, antenna leases; and
FCC Agreement for radio frequency use.
The AMI program includes the installation of new water meters equipped with radio transmitters to send
water consumption data back to the central data center. AMI will be implemented by billing cycle. The
AMI pilot area is located within COUNCIL DISTRICT 4 and includes approximately 13,000 meters as the
whole of billing cycle 21. The pilot area is generally bounded by IH-Loop 820 on the south, 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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Appropriation for the AMI Project will consist of the following:
Existing Additional Future
Description Appropriations Appropriations Appropriations Project Total*
Engineering $0.00 $0.00 $0.00 $0.00
Pilot Implementation $11,783,697.00 $0.00 $58,500,000.00 1 $70,283,697.00
Project Planning,
Project
Management, $542,224.00 $0.00 $1,640,207.00 $2,182,431.00
Inspection, Testing
and Contingencies 1 11
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 $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 MNVBE or BIDE Ordinance,
because the purchase of goods or services from source(s)where subcontracting or supplier
opportunities are negligible.
This project is located in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that the appropriations are available in the TWDB SWIRFT Fund for
Phases 1 and 2 of the AMI project.
FUND Existing dditional Future Project Total*
Appropriations ppropriations Appropriations
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M&C Review Page 4 of 4
Water Capital Fund 59601 I $24,500.00 $0.001
$0.0011 $24,500.00
TWDB SWIRFT Fund 57005 $12,301,421.00 $0.00 $0.00 $12,301,421.00
Future TWDB SWIRFT $a.ao $0.00 $60;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 I Account I Project Program Activity Budget I Reference# Amount
ID ID Year (Chart field 2
FROM
Fund Department Account Project Program Activity Budget I Reference# Amount
ID I ID _ Year (Chartfield 2)
57005 0600430 5740010 CO2715 T 002580 1 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.org/council_packet/mc review.asp?ID=22254&councildate=5/17/2016 12/1/2017
CERTIFICATE OF INTERESTED PARTIES FORM 1295
e
Compiete Nes 4 s are nterested OFFICE USE ONLY
Complete r1;,r and e;df there are, L,re t�d CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-285450
Aqua Metric Sales Company
Schertz,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for w rc t e form is 11/17/2017
being filed.
City of Fort Worth Texas Date Ac nowt dged:
l� -- 71
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Project SWIFT Project#51014
Aqua Metric Annual Support Agreement City of Fort Worth AMI Project
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I intermediary
Aqua Metric Sales Company Schertz,"7X United States X
Cartwright,Michael Schertz, 'T'X United States X
Wood,Michael Schertz,TX United States X
Arnold,Clint Schertz,TX United States X
Mornson,Paul Schertz,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under en
�� penalty of perjury,that the above disclosure is true and correct.
wr« AMPARO CAROLINA RIVAS
Notary ID#1 130778951
My Commission Expires
August 15.2020
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said M i ch deft rrt�ri J ,this the { � day of0\tMbe'r—
20 ,to certify which,witness my hand and seal of office.
±Sbly't Cbtl(106��IVA-� NO al/t/
Signalure of officer adrnriistermg oath Printed n me of officer administering oath Title of p r administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337