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HomeMy WebLinkAboutContract 50036-R2 ,%A 12 CSC No. 50031�-�a M 0) FORTWORTH, CITY OF FORT WORTH REQUEST TO EXERCISE RENEWAL OPTION July 23, 2019 Mr. Phillip J. Masters Chief Financial Officer Datamatic, Inc. 840 F Avenue, Suite 100 Plano, Tx 75074 Email: pmasters(a)datamatic.com Re: REQUEST TO EXERCISE RENEWAL OPTION Professional Services Agreement Contract No. CSC No. 50036 (the "Contract") Renewal Term No. 2: October 1, 2019 to September 30, 2020 The above referenced Contract will expire on September 30, 2019. Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew CSC No. 50036 for an additional one year period, which will begin immediately upon the expiration of the current term and will end on September 30, 2020. All other terms and conditions of CSC No. 50036 remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate,to the address set forth below,acknowledging receipt of the Notice to contract Renewal. Please log onto http://fortworthexas.gov/purchasing to insure that your company information is correct and up-to-date. If you have any questions concerning this Request for Contract Renewal, please contact me at the telephone number listed below. Sincerely, Virginia Meza Sr. Administrative Assistant Water Department Customer Care Division Meter Services Section 817-392-2244 OFFI0AL RECORD CITY SECRETARY F`r. WORTH `r CSC No. I hereby acknowledge receipt of the contract Renewal Notice for CSC No. 50036 for a one year period ending September 30, 2020. DATAMATIC INC By. A)L I P C 01 tT fi AJ AMU k1 -NfiL*- Date: PfL'1 23, 1.9 Prin Name and Title a Signature V 0 CITY OF FORT WORTH: ':V �A By: Date: 3 �� Dana Burghd Assis City Manager APPROVED AS TO FORM AND LEGALITY: By: 1 Date:L,Christa R. Lopez- eyn ssistant City Attorney CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that Larpthe person responsible for the monitoring and administration of this Contract, including ensurin II pert rmance and reporting requirements. By: Date: 7�Z / Edgar Garcia,taWSyste uperintendent RECOMMENDED: By: Date: Kar4 Shur ,r,beliluty Water Director By: Date: ( �l Christopher Harder, Water Department Director ATTEST: `L , M&C No. N/A By: ! Date: G // Myry 6. Kay r i c etary °° '•• , OFFICIAL RECORD CITY SECRETARY FT WORTH, TX CITY SECRETARY CONTRACTN0.50h.A e-l�I REC,EI�eD �� JUL - GlTYOFFORTWOHTN FIRST AMENDMENT TO 20,7 ` # FORT WORTH CITY SECRETARY CONTRACT NO.50036 ""`� cays CyCFAHY Professional Services Agreement—Datamatic, Inc. yfg, Y is Amendment is entered into by and between the City of Fort Worth(hereafter"City"),a home rule municipal corporation situated in portions of Tarrant, Denton, Parker and Wise counties, Texas,and Datamatic,Inc,(hereafter"Consultant"),a Texas Corporation located in Collin County, acting by and through Philip J. Masters, its duly authorized Chief Financial Officer, each individually referred to as a"party' and collectively referred to as the "parties." WHEREAS, the City and Datamatic Inc. entered into an Agreement identified as Fort Worth City Secretary Contract No. 50036 on December 11, 2017; and WHEREAS, the purpose of the Agreement is to provide the City with professional consulting services for specific description of services. Specifically, Consultant will perform all duties for support and maintenance of Datamatic software license, a nontransferable and nonexclusive license for use and possession of the Datamatic software in objective code form only; and WHEREAS,the parties now wish to amend the Agreement to delete Exhibit 1,to the Agreement, "System Maintenance Breakdown and Annual Payment Schedule and replace with a revised Exhibit 1, SmartPhone Meter Reading (SPMR) Services Payment Schedule for annual payment periods following the later of the Activation Date or the end of the then current contract year•, and WHEREAS, the parties now wish to amend the agreement to delete EXHIBIT 2, "ROADRUNNER Check Sheet" since ROADRUNNER hardware is no longer maintained; and WHEREAS,the parties wish to amend the agreement to delete EXHIBIT 3, Maintenance Supplies,Accessories and Hourly Charges to be replaced by a revised EXHIBIT 3,"SPMR Systems Subscription Agreement". NOW,THEREFORE,for and in consideration of the mutual covenants contained herein, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto agree as follows: 1. Exhibit 1. Exhibit 1, Systems Maintenance Breakdown and Annual Payment Schedule shall be deleted in its entirety and replace with Exhibit 1 Revised, SPMR Services Payment Schedule for annual payment periods following the later of the Activation Date or the end of the then current contract year,which is attached to this amendment; and II. Exhibit 2. Exhibit, ROADRUNNER Check Sheet, is deleted in its entirety. CFW [AMENDMENT NO. I DATAMATIC INC.CSC 50036] Page I of OFFICIAL RECORD MY 5CC ,E7VZY , FT. woufi,`Y� III. Exhibit 3. Exhibit 3, Maintenance Supplies, Accessories, and Hourly Charges shall be deleted in its entirety and replaced by Exhibit 3 Revised, Smartphone Meter Reading (SPMR) System Subscription Agreement. Other Terms and Conditions.All other terms and conditions of the Agreement shall apply. IN WITNESS WH 'OF,the parties hereto have executed this Agreement in multiples this --- %fi'L - day of 2019. APPROVED FOR APPROVED FOR CITY OF FORT WORTH: Datamatic, Inc. _ 0k By: By: J�> �a ,�, �� Philip J. Masttrkj Assistant CitM112 anager CFO ` Date: Date: Jlj.,jc 21 2-u tg APPRO AL RECOMMENDED: P `� / B y: B y: 1,.--'C. /`t L Kara khyrk Chris Harder, PE Deputy Director, Water Department Fort Worth Water Department Director APPROVED AS TO FORM AND LEGALITY: By: Christa Lopez-Reynolds Senior Assistant City Attorney ATTEST: �QF FOR�.�. %0 B y: Mar J. Kays r # _ City Secretar ; OFFICIAL RECORD CFW/[AMENDMENT NO. l DATAMATIC INC.CSC 50036] CITY SECRETARY Page 2 of 8 FT. WORTH,T Contract Authorization: M&C: No M&C Required FIR 1295: NSA 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. H me o Beltran Fi ld Operations Superintendent CFW/[AMENDMENT NO. 1 DATAMATIC INC.CSC 500361 CITY SE�.'TAR Page 3 of 8 FT. WORTH, rX Exhibit I Revised—SPMRTM Services Payment Schedule Effective Description-Recurdng Fees Rate per ctty i OWw 2019 octobw 20a0 OaAer 20M °jMoreth Sept ber 2019 SPMR SmartPhone: License/Support,per Active Phone Seat NA Unlimited SPMR SmartPhone: Data Hosting per Phone NA Unlimited SPMR Web: License/Support per Seat PREMIUM NA Unlimited $ 68,943.05 $ 75,837.33 $ 83,421.08 SPMR Web: License/Support additional Seats NA jUnlimited Annual Hosting Charge $ 1,050.00 $ 4,200.00 $ 4,200.00 $ 4,200.00 *Start of Amendment is ProRated Other User Fees and One-time 5arrite Fels cast QIIe T(me Fees: Setup-Web Server,Web Seat(s),Phone(s),Users* $ 799.00 1 $ 799.00 Training-SPMR WEB,SPMR SmartPhone• $1,499.00 1 $ 1,499.00 *One time fee for the life of the agreement TOTAL $ 3448.00 $ 73,1 US $ 00.037.33' $87,523.0$ CFW/[AMENDMENT NO. 1 DATAMATIC INC.CSC 50036) Page 4 of 8 Exhibit 3 Revised SmartPhone Meter Reading (SPMR) System Subscription Agreement This SPMR System Subscription Agreement ("Agreement") is made by and between CLC dba Datamatic, Inc., a Texas corporation, located at 840 Avenue F, Suite 100, Plano, Texas 75074 (hereinafter "DI"), and The City of Fort Worth, TX doing business at 200 Texas Street, Fort Worth, Texas 76102 ("Subscriber"). RECITALS A. WHEREAS DI licenses, in object form only, proprietary computer software ("Software") as an application for smart phones,or similar devices, to record utility meter data and to communicate such data to its remote server("Application"); B. WHEREAS DI hosts the utility meter data on its remote server for retrieval by Subscriber ('Hosting") and collectively, the Application, Hosting and any other services such as training or set-up shall constitute "Services"; and C. WHEREAS Subscriber desires to use the Services; IN CONSIDERATION of the terms and conditions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 - GENERAL TERMS 1. ENTIRE AGREEMENT. It is agreed that this Agreement and any EXHIBITS) attached hereto and made a part hereby embody the entire agreement of the parties in relation to the subject matter hereunder, and that there is no other oral or written agreement or understanding between the parties at the time of execution pertaining to the subject matter of this Agreement. This Agreement shall not be modified except by the written agreement of all parties hereto. 2. GOVERNING LAW AND CHOICE OF VENUE. This agreement shall be construed, interpreted and enforced under the laws and statutes of the State of Texas without regard for any of said state's conflicts of law provisions. Any legal actions relating to this Agreement shall be brought in either a state court in Collin County, Texas or in a Federal court in the Northern District of Texas, Dallas Division. 3. TAXES. Subscriber shall pay all taxes arising out of this Agreement, except for taxes levied upon the net income of DI. Subscriber agrees to provide an exemption certificate with this contract if Subscriber is an exempt organization for state sales and use tax purposes. ARTICLE 2—PAYMENTS 1. APPLICATION AND OTHER SERVICES. Subscriber shall pay DI for the fees described in EXHIBIT I for the Services. Payment shall be made as follows: A. Subscriber will have access to Services when Services are activated ("Activation Date"). The parties agree that initial payment of service fees for the period beginning with the Activation Date and ending September 30, 2019 shall have been satisfied by Subscriber's payment for the current year in the un-amended Agreement. Subsequent CFW/[AMENDMENT NO. I DATAMATIC INC.CSC 50036] Page 5 of 8 payments shall be for an entire annual period and shall be made each October I"until the Agreement is terminated. B. Subscriber shall pay DI for any support or training at DI's quoted price thirty (30) days after the invoice date. C. Ongoing fees are subject to change on subsequent October I" at the rate of ten (10) percent. D. Additional Hosting Fees. Subscriber shall pay$4,200 per year for taking approximately one (1)picture and up to three(3) pictures per meter reading. This fee shall be invoiced together but itemized separately, due each October I" and not subject to the 10% increase described in I.C. Subscriber agrees to pay a prorate amount of the$4,200 annual fee for the period beginning with the Activation Date and ending September 30,2019. E. Subscriber shall receive a credit of$100 per handheld device from Consultant to be applied to a future invoice. 2. Subscriber's rights to use the Application or Hosting are expressly conditioned on the timely prepayment of the fees described in EXHIBIT 1. DI reserves the right to suspend Subscriber's use of Hosting Services for non-payment without notice to Subscriber,provided that Subscriber's use will be immediately restored upon full payment of such fees. Subscriber's rights to use the Application and Hosting will terminate effective the date any prepayment was due if not paid. ARTICLE 3—SOFTWARE 1. SOFTWARE LICENSE GRANT. DI hereby grants to Subscriber a nontransferable and nonexclusive license for the use and possession of the SPMR Software in object code form only. Said license is granted under the terms and conditions set forth herein. 2. Subscriber agrees that DI retains ownership rights to the Software, and that Subscriber acquires no title to the Software,nor any other interest in the Software, other than the right to use and possess the Software in accordance with the terms and conditions of this Agreement. All rights not explicitly granted to Subscriber are retained by DI. 3. Subscriber may not copy, decompile, reverse-engineer, disassemble, nor attempt to derive the source code of, modify or create derivative works of the Application or any part thereof. 4. Subscriber agrees that it shall not attempt to or actually sell, give, lend,lease, convey, transfer, license, sublease,provide, or in any other manner transfer any of its rights in the Software, whether or not modified. CFW/[AMENDMENT NO. I DATAMATIC INC.CSC 500361 Page 6of8 ARTICLE 4—SERVICES 1. Consultant shall provide Subscriber with the Services described on the attached EXHIBIT(S). 2. Services include those specifically described on the attached EXHIBIT(S) and Subscriber agrees that any services not described such as supplemental training or consulting and any related travel and living expenses are not included and Subscriber agrees to pay such charges and expenses within thirty(30)days of DI's invoice. User-specific third-party charges for excessive usage, e.g. data storage volumes or mapping requests that cannot be quantified at the Activation Date may be invoiced separately to Subscriber. ARTICLE 5—WARRANTIES 1. DI warrants that the System shall operate substantially in accordance with the on-line User Manual. The exclusive remedy for any valid warranty claim shall be the provision of conforming software. 2. DISCLAIMER OF WARRANTY AND LIMITATIONS OF REMEDIES. TO THE EXTENT ALLOWED BY LAW, SUBSCRIBER UNDERSTANDS AND AGREES AS FOLLOWS: A. THE EXPRESS WARRANTIES AS SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING,WITHOUT LIMITATION,ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY DI. B. DI SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING SOFTWARE, SERVICES OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS AGREEMENT. C. DI DOES NOT WARRANT THE OPERATION OF SOFTWARE OR SERVICES INCLUDED IN THE SYSTEM TO BE ERROR FREE. D. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDIES FOR DI'S LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE)WITH RESPECT TO THE SOFTWARE OR SERVICES COVERED BY THIS AGREEMENT OR ANY PERFORMANCE BY DI UNDER OR PURSUANT TO THIS AGREEMENT, WILL BE LIMITED TO THE REMEDIES SET FORTH IN THIS ARTICLE AND IN NO EVENT SHALL EXCEED THE AGGREGATE CONSIDERATION PAID BY SUBSCRIBER FOR THE SERVICES. E. IN NO EVENT SHALL DI'S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES,EVEN IF DI SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. ARTICLE 6—TERM and TERMINATION 1. The initial term of this Agreement ("Subscription Year") shall be from the Activation Date through the one-year anniversary of that date, except that if the Activation Date is not on the first day of a calendar month, then the first anniversary and all subsequent anniversaries of the Activation Date shall be the first day of the following month. This Agreement shall automatically renew each Subscription year unless the Subscriber provides DI with written CFW/[AMENDMENT NO. 1 DATAMATIC INC.CSC 500361 Page 7 of 8 notice of termination at least one hundred and twenty(120) days prior to the beginning of the upcoming Subscription Year. 2. If Subscriber defaults on any obligation in accordance with the terms and conditions of this Agreement and DI notifies Subscriber in writing of the details of said failure of performance, then DI may, at its option, terminate this Agreement without notice to Subscriber. 3. In the event either party terminates this Agreement or the license of Software,or should Subscriber fail to timely make any payment for the services, all licenses granted under this Agreement shall be terminated, and Subscriber shall, immediately, on the termination date, erase the Software in whatever form retained, and return or destroy any copies of Software documentation. Subscriber shall certify in writing to DI that Subscriber has so returned and/or destroyed the Software and SPMR Documentation. CFW/[AMENDMENT NO. 1 DATAMATIC INC.CSC 500361 Page 8 of 8