HomeMy WebLinkAboutContract 58355 City Secretary Contract No.58355
FOR*TWORTH.-
ENERGY MANAGEMENT INFORMATION SYSTEM AGREEMENT
This ENERGY MANAGEMENT INFORMATION SYSTEM AGREEMENT ("Agreement")
is made and entered into by and between the CITY OF FORT WORTH("City"or"Customer"),a Texas
home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and
ENERGYWATCH, LLC dba WATCHWIRE LLC ("Vendor" or "WatchWire"), a New York Limited
Liability Company, acting by and through its duly authorized representative. City and Vendor are each
individually referred to herein as a"party"and collectively referred to as the"parties."The term"Vendor"
shall include Vendor, its officers, agents, employees, representatives, contractors or subcontractors. The
term"City"shall include its officers,employees,agents,and representatives.
AGREEMENT DOCUMENTS:
The Contract documents shall include the following:
1. This for Vendor Services Agreement;
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B—Payment Schedule;
4. Exhibit C—Network Access Agreement;
5. Exhibit D—Signature Verification Form; and
6. Exhibit E—SaaS Services Terms
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 Agreement shall control.
1. Scope of Services. Vendor will perform all duties outlined and described in the Statement
of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further
referred to herein as the "Services." Services are comprised of both implementation services
("Implementation Services") and SaaS service ("SaaS Services"). If there is any conflict between this
Agreement and Exhibit A,the terms and conditions of this Agreement shall control.
2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below("Effective Date") and shall expire no later than 9/30/2023 ("Expiration Date"),unless terminated
earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This
Agreement may be renewed for five(5)one-year renewal periods(October 1"to September 30*)at the
City's option,each a"Renewal Term,"subject to Vendor's standard price increases for each Renewal Term.
The City shall provide Vendor with written notice of its intent to renew at least thirty(30)days prior to the
end of each term.
3. Compensation. The City shall pay Vendor an amount equal to ONE HUNDRED
NINETEEN THOUSAND TWO HUNDRED THIRTY AND 00/100 ($119,230.00), for the initial one
year term,in accordance with the provisions of this Agreement and Exhibit"B,"Payment Schedule,which
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
is attached hereto and incorporated herein for all purposes.Vendor 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 Vendor not specified by
this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of
Vendor within thirty(30)days of receipt of such invoice.
4. Termination.
4.1. Convenience.Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination prior to
the expiration of any then current annual term. Neither party may terminate this Agreement for
convenience in the middle of any annual term.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach thirty(30)calendar days after receipt
of notice from the non-breaching party, or other time frame as agreed to by the parties. If the
breaching party fails to cure the breach within the stated period of time, the non-breaching party
may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or
equity, immediately terminate this Agreement by giving written notice to the breaching party.
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 Vendor 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.
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 Vendor for services actually rendered up
to the effective date of termination and Vendor 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,Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement.In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine-readable format or other format
deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's Services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor'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. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
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confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall use appropriate measures designed to prevent unauthorized users from accessing,
modifying, deleting or otherwise corrupting City Information in any way. Vendor shall notify the
City promptly if the security or integrity of any City Information has been compromised or is
reasonably believed to have been compromised,in which event,Vendor shall,in good faith,use all
commercially reasonable efforts to cooperate with the City in identifying what City Information
has been accessed by unauthorized means and shall reasonably cooperate with the City to protect
such City Information from further unauthorized disclosure.
6. Right to Audit.
6.1. Vendor agrees that the City shall,not more than once,annually,until the expiration
of three(3)years after final payment under this Agreement,have access to and the right to remotely
examine any directly pertinent books, documents, papers and records of the Vendor involving
transactions relating to this Agreement at no additional cost to the City.The City shall give Vendor
not less than 10 days written notice of any intended audits.
6.2. Vendor further agrees to include in all its subcontractor agreements for
Implementation Services hereunder, a provision to the effect that the subcontractor agrees that the
City shall, not more than once annually, until expiration of three (3) years after final payment of
the subcontract,have access to and the right to remotely examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions
related to the subcontract City shall give subcontractor not less than 10 days written notice of any
intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor 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,
Vendor 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. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers,agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor 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.
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8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY—
a. Exclusion of Indirect Damages.WatchWire is not liable for any indirect,special,incidental,or
consequential damages arising out of or related to this Agreement (including, without
limitation, costs of delay; loss of or unauthorized access to data or information; and lost
profits,revenue,or anticipated cost savings),even if it knows of the possibility or foreseeability
of such damage or loss.
b. Total Limit on Liability. Except for WatchWire's indemnity obligations, WatchWire's total
liability arising out of or related to this Agreement (whether in contract, tort, or otherwise)
does not exceed the amount paid by Customer within the 12-month period prior to the event
that gave rise to the liability.
8.2 INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY
WatchWire will defend or settle any third-party claim against Customer to the extent that such
claim alleges that WatchWire technology used to provide the SaaS Services violates a copyright,
patent,trademark, or other intellectual property right,if Customer promptly notifies WatchWire
of the claim in writing, cooperates with WatchWire in the defense, and allows WatchWire to
solely control the defense or settlement of the claim.
Costs.WatchWire will indemnify and hold harmless Customer from infringement claim defense
costs it incurs in defending Customer under this indemnity,and WatchWire negotiated settlement
amounts,and court-awarded damages.
Process. If such a claim appears likely,then WatchWire may modify the SaaS Services,procure
the necessary rights, or replace it with the functional equivalent. If WatchWire determines that
none of these are reasonably available,then WatchWire may terminate the SaaS Services and
refund any prepaid and unused fees.
Exclusions.WatchWire has no obligation for any claim arising from:WatchWire's compliance
with Customer's specifications; a combination of the SaaS Services with other technology or
aspects where the infringement would not occur but for the combination; use of Customer Data;
or technology or aspects not provided by WatchWire.THIS SECTION CONTAINS
CUSTOMER'S EXCLUSIVE REMEDIES AND WATCHWIRE'S SOLE LIABILITY FOR
INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
9. Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights with
respect to Implementation Services under this Agreement without the prior written consent of the
City. If the City grants consent to an assignment, the assignee shall execute a written agreement
with the City and the Vendor under which the assignee agrees to be bound by the duties and
obligations of Vendor under this Agreement.The Vendor and assignee shall be jointly liable for all
obligations under this Agreement prior to the assignment.If the City grants consent to a subcontract,
the subcontractor shall execute a written agreement with the Vendor referencing this Agreement
under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor
under this Agreement as such duties and obligations may apply.The Vendor shall provide the City
with a fully executed copy of any such subcontract.
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10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate; or
10.1.1.2. 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.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including non-owned, or hired vehicles, with a combined
limit of not less than$1,000,000 per occurrence.
10.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability(Errors&Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $2,000,000 million aggregate or
10.1.5.2. 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. 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.
10.2. General Insurance Requirements:
10.2.1. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.2. Certificates of Insurance evidencing that the Vendor 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. Vendor agrees to comply with
all applicable federal,state and local laws,ordinances,rules and regulations in the performance of Services
under this Agreement. If the City notifies Vendor of any violation of such laws, ordinances, rules or
regulations,Vendor shall immediately desist from and correct the violation.
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12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Vendor'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 Vendor, its personal representatives, assigns,
subcontractors or successors in interest,Vendor 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:
TO THE CITY: TO VENDOR:
City of Fort Worth EnergyWatch,LLC d/b/a WatchWire LLC
Attn:Assistant City Manager Attn: Al Hilton
200 Texas Street 1261 Broadway#510
Fort Worth TX 76102 New York,NY 10001
Facsimile: (817)392-8654 Facsimile: N/A
With Copy to the City Attorney
at same address
14. Solicitation of Employees. Neither the City nor Vendor 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 Vendor 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 Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing 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.
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19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
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. Counterparts. 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.
24. Warranty of Services. Vendor warrants that its Implementation 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 Implementation Services are
completed. In such event, at Vendor's option,Vendor shall either(a)use commercially reasonable efforts
to re-perform the Implementation Services in a manner that conforms with the warranty, or(b)refund the
fees paid by the City to Vendor for the nonconforming Implementation Services. WATCHWIRE
DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A
PARTICULAR PURPOSE. WHILE WATCHWIRE TAKES REASONABLE PHYSICAL,
TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SAAS SERVICES,
WATCHWIRE DOES NOT GUARANTEE THAT THE SAAS SERVICES CANNOT BE
COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SAAS SERVICES MAY NOT BE
ERROR FREE,AND USE MAY BE INTERRUPTED.
25. Intentionally omitted.
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26. Network Access.
26.1. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the
City's computer network in order to provide the services herein,Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated
herein for all purposes.
26.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center
("NCIC") er National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy
and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation
Criminal Justice Information Services Security Addendum.No changes,modifications,alterations,
or amendments shall be made to the Security Addendum. The document must be executed as is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
27. Immigration Nationality Act Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor employee
who is not legally eligible to perform such services.VENDOR SHALL INDEMNIFY CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS
OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately
terminate this Agreement for violations of this provision by Vendor.
28. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor 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
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restraining order or preliminary injunction where such relief is necessary to protect its interests.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, 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 Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement
30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2,
the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or
more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-
time employees unless the contract contains a written verification from the company that it: (1) does not
boycott energy companies; and(2)will not boycott energy companies during the term of the contract. The
terms "boycott energy company"and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott energy companies; and(2) will not boycott energy companies during the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021,87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that
Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures.This Agreement may be executed by electronic signature,which will
be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. 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.This Agreement,
and any amendment(s)hereto, may be executed by any authorized representative of Vendor whose name,
title and signature are affixed on the Verification of Signature Authority Form,which is attached hereto as
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Exhibit"D"and incorporate herein by reference.Each party is fully entitled to rely on these warranties and
representations in entering into this Agreement or any amendment hereto.
34. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit),and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
35. Entirety of Agreement. This Agreement, including all attachments and exhibits, contains
the entire understanding and agreement between City and Vendor,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.
(signature page follows)
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EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By: U performance and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
Nov 1, 2022 r hit Ri o
Date: ByJuanita Rigsby(Oc 8,202209:04CDT)
Name: Juanita Rigsby
APPROVAL RECOMMENDED: Title: Energy Manager
APPROVED AS TO FORM AND LEGALITY:
By:".Ian H.Shurorfor Steve Cooke(Oct28,2022 3 CDT)
Name: Steve Cooke
Title: Director,Property Management By:
a 'FOR r�4 Name: Taylor Paris
ATTEST: .1. Title:Assistant City Attorney
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CONTRACT AUTHORIZATION:
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ByJannette S.Goodall(Nov 1,202216:12 CDT) uoao4 Date Approved: 09/27/2022
Name: Jannette Goodall
Title: City Secretary Form 1295 Certification No.: 2022-925749
VENDOR:
EnergyWatch,LLC d/b/a WatchWire LLC
„ OFFICIAL RECORD
By-A[WilYon(Oct 27,202221:24 PDT)
Name: Al Hilton CITY SECRETARY
Title: Chief Sales Officer
Date: Oct 271 2022 FT. WORTH, TX
Vendor Services Agreement—Technology Page 11 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
EXHIBIT A
SCOPE OF SERVICES
The City of Fort Worth shall utilize this Agreement for an Energy Management Information System
(EMIS) limited to the City's electric and natural gas energy accounts with scalability to integrate
other future energy sources.
1.0 DEFINITIONS
EMISEnergy Management Information System.
LDC Local Distribution Company; local utility, also known as Local Distribution Company (LDC),
responsible for transmitting,connecting and disconnecting electricity or gas to businesses
and reading and maintaining business's electric and gas meters.
IOU Investor Owned Utility;private,monopoly utilities that generate and distribute power to the electric
customer, over their defined service territory.
API Application Programming Interface; interface that provides programmatic access to service
functionality and data within an application or a database.
BTU British Thermal Units;the amount of heat required to increase the temperature of one pound of water
by one-degree Fahrenheit.
HDD Heating Degree Day;measure how cold temperatures are for a given period of days,resulting in the
demand for energy to heat a building
CDD Cooling Degree Day; measure how warm temperatures are, resulting in the demand for energy
needed to cool a building.
IDR Interval Data Recorder (15 min interval data; meter); data collected through utility companies as
Green Button data,seems very similar to real-time data,generally means data is collected
once every fifteen minutes.
UOMUnit of Measure.
GHG Green House Gases; any gas that has the property of absorbing infrared radiation(net heat energy)
emitted from Earth's surface and reradiating it back to Earth's surface, thus contributing
to the greenhouse effect- a warming of Earth's surface and troposphere(the lowest layer
of the atmosphere) caused by the presence of water vapor, carbon dioxide, methane, and
certain other gases in the air.
CSV Comma Separated Values; a delimited text file that uses a comma to separate values. Each line of
the file is a data record.Each record consists of one or more fields,separated by commas.
PDF Portable Document Format;a file format that has captured all the elements of a printed
document as an electronic image that you can view, navigate, print, or
forward.
SECO Texas State Energy Conservation Office; SECO partners with Texas local
governments, county governments, public K-12 schools, public institutions
of higher education and state agencies, to reduce utility costs and maximize
efficiency. SECO also adopts energy codes for single-family residential,
commercial, and state-funded buildings.
City Data Shall mean all data created or in any way originating with the City,and all
data that is the output of computer processing of or other electronic
manipulation of any data that was created by or in any way originated with
the City that has not been cleared for public release in accordance with
applicable City statutes,regulations, and policies and is provided by or on
behalf of the City to the Contractor or its subcontractor(s), whether such
data or output is collected,developed,received,transmitted,used,or stored
on the City's hardware,the Contractor's hardware or exists in any system
owned,maintained or otherwise controlled by the City or by the Contractor.
City Identified
Contact Shall mean the person or persons designated in writing by the City to
receive Security incident or breach notification.
Contractor Shall mean the contractor and its employees, contractors,
subcontractors, agents and affiliates who are providing the services
agreed to under this Agreement.
Contractor
Data Libraries Shall mean Information,which may or may not be publicly available,that
is selected, gathered and assembled by the Contractor into compilations in
various forms and formats for use with the system components of the
licensed application.
2.0 VENDOR'S RESPONSIBILITIES- Vendor shall
2.1 Develop,deploy,install,troubleshoot,and restore normal operating capabilities of the EMIS
included in this Agreement.
2.2 Upon request of City of Fort Worth,inspect and determine the relevant work required to complete
the necessary tasks to resolve any gap in services.
2.3 Notify the Energy Manager or designated staff of any changes that may affect the overall
functionality,compatibility and connectivity of the different systems and components.
2.4 Increase its capability to provide accurate energy consumption reporting as mandated by Texas
Health and Safety Code §388.005(c).
3.0 VENDOR'S ENERGY MANAGEMENT INFORMATION SYSTEM REQUIREMENTS-
3.1 Vendor's EMIS shall:
3.1.1 Include account information from the City's utility providers;
3.1.2 Track,analyze,and report utility costs and usage across the City's
portfolio,as well as monitor the effectiveness of energy conservation
projects;
3.1.3 Provide an increased ability of energy consumption monitoring;
Vendor Services Agreement—Technology Page 13 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
3.1.4 Increase its capability to provide accurate energy consumption reporting
as mandated by Texas Health and Safety Code §388.005(c).
3.2 Vendor's components shall include:
3.2.1 Data Migration
The Vendor shall provide a work-plan for migrating historical data to the system,
with specific timeline.
3.2.2 Data capture
The City consumes resources (energy and natural gas) across a wide portfolio of
assets,from a number of different providers,and receives invoices and consumption
data via a number of delivery methods including group invoices by way of staff
access credentials through the utility provider's portal, group excel files from the
utility provider, group and individual hard .pdf files. The ability to collect energy
and water billing data directly from the respective electric and natural gas providers.
The capture,organization and hosting of this data is a primary function of the EMIS
and must be performed in a manner that will:
3.2.2.1 Gather information on energy consumption;
3.2.2.2 Gather information on the useful outputs derived from the consumption of
energy(e.g.,production,heating,lighting);
3.2.2.3 Gather information on any other factors that may influence energy
consumption(e.g.,environmental factors such as ambient temperature and
relative humidity,or operational factors such as building occupancy);
3.2.2.4 Contain analysis routines to allow for a comparison between energy
consumption and utility drivers;
3.2.2.5 Build and display energy performance reports.
3.2.2.6 Commodities/Service Types
Vendor shall manage data for the following commodities:
3.2.2.6.1 Electricity
3.2.2.6.1.1 Investor Owned Utility("IOU")utility billing;
3.2.2.6.1.2 Electric Cooperative utility billing;
3.2.2.6.1.3 Meter-based interval data for select facilities and
large-scale mechanical equipment such as
chillers(real-time and historic).
3.2.2.6.2 Natural Gas
3.2.2.6.2.1 LDC utility billing;3.2.2.6.2.2
Third party supply billing.
Vendor Services Agreement—Technology Page 14 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
3.2.2.6.3 Generated Electricity
3.2.2.6.3.1 Solar Photovoltaic&Combined Heat and Power;
3.2.2.6.3.2 Consumption billing reports;
3.2.2.6.3.3 Meter-based interval data.
3.2.2.7 Frequency
Vendor shall manage data for the following frequencies:
3.2.2.7.1 Monthly utility bills(current and historic)
3.2.2.7.2 Newly established accounts;utility bills
3.2.2.7.3 Interval meter data for buildings and equipment,
where available
3.2.2.7.3.1 Ongoing real-time where available; 3.2.2.7.3.2
Historic interval data provided by the City;
3.2.2.7.3.3 Daily downloads from the electricity utility's
pending customer engagement platform.
3.2.2.7.4 Manually uploaded data(as needed)
3.2.2.7.5 Asset Types
Vendor shall manage data for the following asset types:
3.2.2.7.5.1 Buildings-single occupant and some
multi-tenancy;
3.2.2.7.5.2 Parks-green spaces,athletic fields,foun-
tains, sprinklers, squares, storage sheds,
etc.;
3.2.2.7.5.3 Streetlights and traffic signals;
3.2.3 Organization
3.2.3.1.1.1 Control-box integrated systems and unmetered/tariff-
calculated utility bill
3.2.3.1.1.2 EMIS must maintain an organizational hierarchy in
cluded but not limited to:
3.2.3.2 Enterprise
3.2.3.3 Department
3.2.3.3.1 Department name
3.2.3.3.2 Department codes for billing internally(budgeting)
3.2.3.4 Asset-type
Vendor Services Agreement—Technology Page 15 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
3.2.3.4.1 Equipment-level if given
3.2.3.5 Commodity-type
3.2.3.6 Account
3.2.3.6.1 Gas&Electric Rate Class
3.2.3.7 Meter
3.2.3.8 Vendor shall create subgroups to classify asset categories in addi-
tion to the normal hierarchy(i.e.—building,park, street light,traffic
light, etc.).
3.2.4 Edits,Amendments&Manual Data Entry
Vendor shall provide the initial portfolio set-up and ongoing support
throughout the term of the Agreement and allow City users, with
administrator privileges, to manually amend parts of City data set at will
(front-end)including the ability to:
3.2.4.1 Enter missing invoice data;
3.2.4.2 Amend/update site addresses;
3.2.4.3 Amend/update account;
3.2.4.4 Amend/update meter numbers;
3.2.4.5 Amend/update site names;
3.2.4.6 Amend/update hierarchy and structure of various asset groupings;
3.2.4.7 Amend/update corresponding Property IDs where needed;
3.2.4.8 Move utility account locations between sites;
3.2.5 Data validation and normalization
3.2.5.1 General Invoice Validation
The City's Property Management Department will continue to manage
payment of all incoming invoices; however, the Vendor shall collect electric
and natural gas data from the respective local distribution companies,mostly
as bulk excel files with the exception of some pdf billing. Vendor's
technology shall serve as the intermediary verification where the vendor
shall:
3.2.5.1.1 Collect energy and water billing data directly from the respective
utility providers;
3.2.5.1.2 Collect energy data from electric and natural gas utilities,
including customer energy bills and interval data,automatically
Vendor Services Agreement—Technology Page 16 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
using Application Programming Interfaces(API);
3.2.5.1.3 Provide technology that will enable billed utility data verification;
3.2.5.1.4 Capture start/end dates for utility service capable of either
assigning actual usage by date,or calculating average daily
consumption during a billing period,and using those daily
averages to better estimate calendar month consumption and cost;
3.2.5.1.5 Convert between all billed UOMs,and be able to convert energy
data to British Thermal Units(BTUs);
3.2.5.1.6 Provide weather normalized energy consumption through use of
heating degree days(HDD)and cooling degree days(CDD),or
otherwise demonstrate their method normalization meets industry
standards.
3.2.6 Data Extract and Reporting
The City must be able to easily and quickly extract specific sets of data based
on specific dates or date ranges,by asset type,by usage,cost, location etc.
3.2.6.1 Data Extract&Ownership
a. All City information,utility usage,and cost data,including energy billing and consumption data,as well as
any other City data that will be provided,and/or any City provided mock-data that is contained in the
EMIS tool(collectively the"City Data"),is strictly owned by the City. City Data includes any data derived
therefrom, including metadata, and all data points and fields,including all identifiers created or main-
tained,as well as location information,etc. The City retains full right and title to City Data.We encourage
our partner to explore additional uses of the data that would help the City meet our objectives,but must be
notified of any use or release of the data outside the scope of work specified here. City grants WatchWire
the right to use the City Data solely for purposes of performing under this Agreement.
b. Aggregated and Statistical Data. During and after the term of this Agreement,WatchWire may use all
anonymized and statistical data within the SaaS Services for purposes of quality control/enhancing the Ser-
vices,aggregated statistical analysis,technical support and other internal business purposes. Additionally,
WatchWire may make statistical data related solely to the performance of the SaaS Services publicly avail-
able,provided that such data does not identify City,and there is no means to re-identify City;provided that
such data does not identify City or utility provider account information(i.e. account numbers).
3.2.6.2 Automated Monthly Consumption Reporting
3.2.6.2.1 The EMIS shall create and distribute:
3.2.6.2.2 Custom monthly reports;
3.2.6.2.3 Annual enterprise level reporting,and ad-hoc reporting;
3.2.6.2.4 Energy consumption and GHG emissions on an annual basis;
3.2.6.2.5 Available data and convert into targeted energy conservation
measures;
3.2.6.2.6 Energy conservation measures around the basis of cost savings and
GHG reductions.
Vendor Services Agreement—Technology Page 17 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
3.2.6.3 The City may export the City Data at any time during the term of the contract
and for up to three(3)months after the term in an agreed-upon file format and
medium.The EMIS provider shall easily and quickly perform an extract of any
or all City Data at any time,including but not limited to:
3.2.6.3.1 Site Details
3.2.6.3.1.1 Department
3.2.6.3.1.2 Asset type
3.2.6.3.1.3 Square Footage(area)
3.2.6.3.1.4 Vintage(year built)
3.2.6.3.1.5 Asset Number/Identifier
3.2.6.3.2 Energy De-
tails
3.2.6.3.2.1 Complete cost/consumption history for all
service types
3.2.6.3.2.2 Account&meter numbers
3.2.6.3.2.3 Service Type
3.2.6.3.2.4 Vendor
3.2.6.3.3 Formatting
3.2.6.3.3.1 Ability to export selected or all data to PDF
3.2.6.3.3.2 Ability to export selected or all data to Ex-
cel
3.2.6.3.3.3 Ability to export selected or all data to CSV
3.2.6.4 Annual Reporting
3.2.6.4.1 The City is required to report energy consumption on an annual basis
pursuant to the Texas Health and Safety Code §388.005(c)which
requires each political subdivision in a non-attainment area or an
affected county to establish a goal to reduce electric consumption by
at least five percent each state fiscal year. Pursuant to Senate Bill 241
passed by the 86th Legislature each political subdivision must submit
a report annually to the Texas State Energy Conservation Office
(SECO)regarding the entity's progress and efforts to meet the five
percent annual reduction goal.
3.2.6.4.2 The EMIS tool shall produce accurate data ensuring no gap-periods
for calendar year(January-December),as well as on a City Fiscal
year(October- September)basis.The vendor shall work with the
City's Energy Manager and staff to ensure proper alignment of EMIS
building-assets established within the EMIS tool.
3.2.6.5 Three(3)months after the termination or expiration of the contract or upon
City's earlier written request, and in any event after the City has had an
Vendor Services Agreement—Technology Page 18 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
opportunity to export and recover the City Data,the vendor shall,at its own
expense,destroy and erase from all systems it directly or indirectly uses or
controls all tangible or intangible forms of the City.
3.2.6.6 Data and City Confidential Information,in whole or in part,and all copies
thereof except such records as are required by law. To the extent that any
applicable law prevents vendor from destroying or erasing City Data as
described in the preceding sentence,vendor shall retain,in its then current
state, all such City Data then within its right of control or possession in
accordance with the confidentiality, security and other requirements of the
contract and perform its obligations under this paragraph as soon as such law
no longer prevents it from doing so.Vendor shall,upon request, send a written
certification to City certifying that it has destroyed the City Data and
Confidential Information
4.0 .LOCATION OF SERVICES
4.1 City of Fort Worth—Property Management Department Energy Management Division
Gordon Swift Building—900 Monroe St,Fort Worth,TX,76102
5.0 HOURS OF SERVICES
5.1 Vendor shall complete all work during normal business hours Monday-Friday 8:OOAM- S:OOPM,
unless coordinated and approved by the Property Management Department.
5.2 If the City of Fort Worth requests services,the vendor must contact Property Management
personnel within a maximum of 24 hours from the time of request.
5.3 Upon completion of implementation,the vendor shall provide the city with a detailed report of the
EMIS solution,to be approved and signed off on by an authorized city employee
5.3.1 Report should include WatchWire's Implementation Plan(Onboarding Schedule items)
Vendor Services Agreement—Technology Page 19 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
EXHIBIT C
NETWORK ACCESS AGREEMENT
1. The Network.The City owns and operates a computing environment and network(collectively the
"Network"). Vendor wishes to access the City's network in order to provide description of services. In order to
provide the necessary support, Vendor needs access to description of specific Network systems to which Vendor
requires access,i.e. Internet,Intranet, email,HEAT System, etc.
2. Grant of Limited Access.Vendor 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 Vendor 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.
3.1. Services are being provided in accordance with City Secretary Contract No. Contract No.;
3.2. Services are being provided in accordance with City of Fort Worth Purchase Order No.PO
No.;
3.3. Services are being provided in accordance with the Agreement to which this Access
Agreement is attached.
3.4. 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; and
4.3. Within the thirty(30)days prior to the scheduled annual expiration of this Agreement,the
Vendor 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,Vendor 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.Vendor 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 City provides to Vendor pursuant to this Agreement shall
be grounds for the City immediately to deny Vendor 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 Vendor Personnel—For purposes of this section,Vendor Personnel shall include
all officers, agents, servants, employees, or representatives of Contractor. Vendor shall be responsible for
specifically notifying all Vendor 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:
Vendor Services Agreement—Technology Page 22 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
5.1.1. Contractor shall be responsible for any City-owned equipment assigned to Vendor
Personnel, and will immediately report the loss or theft of such equipment to the City;
5.1.2. Contractor, and/or Vendor Personnel, shall be prohibited from connecting
personally-owned computer equipment to the City's Network;
5.1.3. 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;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use of
Electronic Communications Resources as described in the City's Administrative Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations regarding public
information;
5.1.6. 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;
5.1.7. All network activity may be monitored for any reason deemed necessary by the
City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the Vendor
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,Vendor agrees to remove entirely any City 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 Security.Vendor agrees to make every reasonable effort in accordance with accepted
security practices to protect the Network credentials and access methods provided by the City from unauthorized
disclosure and use. Vendor 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.
(signature page follows)
Vendor Services Agreement—Technology Page 23 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
ACCEPTED AND AGREED:
CITY OF FORT WORTH: VENDOR NAME:EnergyWatch,LLC d/b/a
WatchWire LLC
By: Byal Wiffon(Oct 27,2022 21:24 PDT)
Dana Burghdoff Name:Al Hilton
Assistant City Manager Title: Chief Sales Officer
Date: Nov 1, 2022 Date: Oct 27, 2022
APPROVED AS TO FORM
AND LEGALITY:
By:
Taylor Paris
Assistant City Attorneyon
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By:Jannette S.Goodall(Nov 1,202216:12 CDT)
Jannette Goodall
City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, T
Vendor Services Agreement—Technology Page 24 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
EnergyWatch,LLC d/b/a WatchWire LLC
1261 Broadway#510
New York,NY 10001
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or
positions have the authority to legally bind the Vendor and to execute any agreement, amendment or change order
on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Company.The City is fully entitled to rely on the warranty and representation set forth in this Form
in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10)
business days if there are any changes to the signatory authority.The City is entitled to rely on any current executed
Form until it receives a revised Form that has been properly executed by the Vendor.
1. Name: Al Hilton
Position: Chief Sales Officer
Al Hilton
Signature
2. Name: Andy Anderson
Position: CEO
Andy Anderson
Signature
3. Name: Diana Sweeney
Position:COO
Diana Sweeney
Signature
Name: Al Hilton
a 1j"— -
Signature of President/CEO
Other Title:
Date: Oct 27, 2022
Vendor Services Agreement—Technology Page 25 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)
Exhibit E—
SaaS Services Terms
1. USE OF SAAS SERVICES.
a. Contractors. Customer may allow its contractors to access the SaaS Services,provided Customer is
responsible for their compliance with the terms of this Agreement,and use by contractors must be for the
sole benefit of Customer.
b. Customer Responsibilities.Customer: (i)must keep its passwords secure and confidential; (ii)is solely
responsible for City Data and all activity in its account in the SaaS Services; (iii)must use commercially
reasonable efforts to prevent unauthorized access to its account and notify WatchWire promptly of any
such unauthorized access; (iv)may use the SaaS Services only in accordance with the SaaS Services' user
guide and applicable law; and(v)to the extent that Customer utilizes the SaaS Services' automated utility
data collection feature,Customer must: (a)have e-billing enabled with its utility provider(s), (b)provide
WatchWire with usernames and passwords for the utility accounts, and(c)provide a letter of authorization
to WatchWire to access such utility data.
c. WatchWire Support.WatchWire must provide customer support for the SaaS Services under the terms of
WatchWire's Service Level Agreement(SLA),which is located at https://watchwire.ai/support-
maintenance-terms/
d. Additional Services. WatchWire may provide onboarding and implementation services as further set
forth in an order.
2. WATCHWIRE CONFIDENTIALITY.
a. Definition of WatchWire Confidential Information.WatchWire Confidential Information means all
non-public information disclosed by WatchWire to Customer,whether orally,visually, or in writing,that is
designated as confidential or that reasonably should be understood to be confidential given the nature of
the information(WatchWire Confidential Information).WatchWire Confidential Information includes,
without limitation,the SaaS Services and pricing information.
b. Protection of Confidential Information.Customer must use the same degree of care that it uses to
protect the confidentiality of its own confidential information(but in no event less than reasonable care),
and it may not disclose or use any WatchWire Confidential Information for any purpose outside the scope
of this Agreement. Customer must limit access to WatchWire Confidential Information to those of its
employees and contractors who need such access for purposes consistent with this Agreement and who
have signed confidentiality agreements with Customer no less restrictive than the confidentiality terms of
this Agreement.
3. WATCHWIRE PROPERTY.
a. Reservation of Rights.The software,workflow processes,user interface, designs,and other technologies
provided by WatchWire as part of the SaaS Services are the proprietary property of WatchWire and its
licensors,and all right,title,and interest in and to such items,including all associated intellectual property
rights,remain only with WatchWire. Customer may not remove or modify any proprietary marking or
restrictive legends in the SaaS Services.WatchWire reserves all rights in the SaaS Services unless
expressly granted in this Agreement.
b. Restrictions. Customer may not: (i) sell,resell,rent, or lease the SaaS Services or use it in a service-
provider capacity; (ii)use the SaaS Services to store or transmit unsolicited marketing emails, libelous,or
otherwise objectionable,unlawful,or tortious material, or to store or transmit infringing material in
violation of third-party rights; (iii)interfere with or disrupt the integrity or performance of the SaaS
Services; (iv) attempt to gain unauthorized access to the SaaS Services or their related systems or
networks; (v)reverse engineer the SaaS Services; or(vi)access the SaaS Services to build a competitive
service or product,or copy, frame,or mirror any feature, function,or graphic for competitive purposes.
Vendor Services Agreement—Technology Page 26 of 26
EnergyWatch,LLC d/b/a WatchWire LLC(Rev.8/19)