HomeMy WebLinkAboutContract 60223CSC No. 60223
ADDENDUM TO SPMR SUBSCRIPTION AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
MRSP, LLC.
This Addendum to the SPMR Subscription Agreement ("Addendum") is entered into by
and between MRSP, LLC dba Smartphone Meter Reading LLC ("Vendor") and the City of Fort
Worth ("City"), collectively the "parties."
The Contract documents shall include the following:
l . The SPMR Subscription Agreement, and
2_ "ie Adiii-ndnm
Notwithstanding any language to the contrary in the attached SPMR Subscription
Agreement, collectively referred to herein as the "Agreement", the parties stipulate by evidence of
execution of this Addendum below by a representative of each party duly authorized to bind the
parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be
applicable to the Agreement as follows:
1. Term. The Agreement shall commence on October 1, 2023 ("Effective Date") and
shall expire no later than September 30, 2024 ("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 four (4) one-year renewal periods at the City's option, each a
"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.
2. Compensation. The City shall pay Vendor an amount not to one hundred fifty-five
thousand, two hundred ninety-seven dollars ($155,297.00) in accordance with the provisions of
this Agreement which 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. Vendor may charge interest on late payments not to exceed one
percent (1 %).
3. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach. If either party commits a material breach of the 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 ten (10) calendar days after
receipt of notice from the non -breaching party, or other time frame as agreed to by the
Addendum
Page 1 of 14
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 the Agreement, law, or equity, immediately terminate the Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the 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.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Fxniratinn. Dge. C..ity shall nav VPnrinr fnr cetn,irac ne-tially
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the 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
City in a machine -readable format or other format deemed acceptable to City, and pay any
related charges to Vendor for such effort or Vendor shall erase all City -provided data sixty (60)
days following Tennination and certify same.
4. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, Cite objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
5. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
sliall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
6. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
7. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by
Addendum Page 2 of 14
Governmental Units," is self -insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self -insured status as
requested by Vendor.
8. Sovereian Immunitv. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
9. Limitation of Liabilitv and Indemnitv. Vendor agrees the exclusions or limits of
liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss
arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's
misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity
obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To
the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
10. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s).
So long as Vendor bears the cost and expense of payment for claims or actions against the City
pursuant to this section 8, Vendor 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 Vendor in doing so. In the event City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against the
City for infringement arising under the Agreement, the City shall have the sole right to
conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor 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 Vendor's duty to indemnify the City under the
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, Vendor 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 Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
Addendum Page 3 of 14
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
11. Data Breach. Vendor further agrees that it will monitor and test its data safeguards
from time to time, and further agrees to adjust its data safeguards from time to time in light of
relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects
or becomes aware of any unauthorized access to any financial or personal identifiable
information ("Personal Data") by any unauthorized person or third party, or becomes aware of
any other security breach relating to Personal Data held or stored by Vendor under the
Agreement or in connection with the performance of any services performed under the
Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City
in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data
Breach solely to the extent such breach is via electronic systems and/or data storage
devices/services owned, controlled or contracted by Vendor. In the event of such Data Breach,
Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate
steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates,
and their respective officers, directors, employees and agents, harmless from and against any
and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third -party claim arising from breach by Vendor
of its obligations contained in this Section, except to the extent resulting from the acts or
omissions of City. All Personal Data to which Vendor has access under the Agreement, as
between Vendor and City, will remain the property of City. City hereby consents to the use,
processing and/or disclosure of Personal Data only for the purposes described herein and to the
extent such use or processing is necessary for Vendor to carry out its duties and responsibilities
under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will
not transfer Personal Data to third parties other than through its underlying network provider
to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's
obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data
Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall
be stored in the United States or other jurisdictions approved by City in writing and shall not
be transferred to any other countries or jurisdictions without the prior written consent of City.
12. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration
to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
13. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
14. No Debt. In compliance with Article II § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
15. Public Information. 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. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
Addendum Page 4 of 14
Agreement and shall have no force or effect. 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.
16. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
17. 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") or 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 the 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.
18. Immigration Nationalitv Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under the Agreement. 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 the Agreement for violations of this
provision by Vendor.
Addendum Page 5 of 14
19. No Bovcott 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.
20. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
21. Prohibition on Bovcottin2 Ener2v 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 Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
22. 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 Contractor's signature provides written verification to the City that Contractor: (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.
Addendum Page 6 of 14
23. Insurance.
1.1. 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:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per occurrence;
$4,000,000 aggregate; or
1.1.1.2. 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.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
1.2. General Insurance Requirements:
1.2.1. 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.
1.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
1.2.3. 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.
1.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. 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.
Addendum Page 7 of 14
SPMR SUBSCRIPTION AGREEMENT
This SPMR Subscription Agreement ("Agreement") is made by and between SPMR, L.L.C., a Texas limited liability corporation, located at 811 E Plano Parkway,
Suite 110A, Plano, Texas 75074 ("SPMR"), and Fort Worth. TX doing business at 200 Texas Street. Fort Worth. TX 76102 f"Subscriber").
RECITALS
F. WHEREAS SPMR licenses, in object form only, proprietary computer software ("Software") as an application for smart phones, or similar devices,
:o record utility meter data and to communicate such data to its remote server ("Application");
B. WHEREAS SPMR 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 EXHIBIT(S) attached hereto and made apart 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 thisAgreement. 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 SPMR. 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 SPMR for the fees described in EXHIBIT 1 for the Services. Payment shall be made as follows:
A. Subscriber shall have access to Services when Services are activated ("Activation Date"). The initial payment of service fees shall be made within
ten (10) business days of the Activation Date and if the Activation Date is not on the first day of the month, a prorated fee shall be included in
the initial payment of service fees for Services provided from the Activation Date through the last day of that month. Subsequent payments
shall be for an entire annual period ("Subscription Year") and shall be made on each subsequent anniversary of the start of each Subscription
Year invoiced until the Agreement is terminated.
B. Subscriber shall pay SPMR for any support ortraining at SPMR's quoted price no later than thirty (30) days after the invoice date.
C. SPMR ongoing fees are subject to change on the first and subsequent anniversaries of the Activation Date in the amount of ten (10) percent.
D. Any invoice amounts payable hereunder that remain unpaid after their due date shall be subject to a late fee.
2. Subscribers rights to use the Application or Hosting are expressly conditioned on the timely prepayment of the fees described in EXHIBIT 1 and
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. SPMR SOFTWARE LICENSE GRANT. SPMR 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 SPMR 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 SPMR.
3. Subscriber may not copy, decompile, reverse -engineer, disassemble, 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. Subscriber shall obtain SPMR's written permission before allowing any non -subscriber employee,
contractor or third -party any access to the Software or Application.
SPMR Initials SA2023 Subscriber Initials
ARTICLE 4 —SERVICES
1. SPMR 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 SPMR's invoice.
ARTICLE 5 - WARRANTIES
1. SPMR warrants that the Software 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 SPMR.
B. SPMR 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. SPMR DOES NOT WARRANT THE OPERATION OF SOFTWARE OR SERVICES TO BE ERROR FREE.
D. SPMR DOES NOT WARRANT THE EFFICIENCY, PROPAGATION OR THE PROVISION OF CELLULAR SERVICES.
E. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDIES FOR SPMR'S LIABILITY OF ANY
KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH RESPECT TO THE SOFTWARE OR SERVICES COVERED BY THIS AGREEMENT OR ANY
PERFORMANCE BY SPMR UNDER OR PURSUANTTO 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 IN THE MOST RECENT TWELVE MONTHS FOR THE
SERVICES.
F. IN NO EVENT SHALL SPMR'S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF
SPMR SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
ARTICLE 6—TERM AND TERMINATION
1. This Agreement shall automatically renew for an additional Subscription Year unless Subscriber provides SPMR with written notice of termination at
least sixty (60) 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 SPMR notifies Subscriber in writing of the
details of said failure of performance, then SPMR 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 SPMR that Subscriber has so returned
and/or destroyed the Software and SPMR Documentation.
SPMR, L.L. .
Signature: &&SAIT-1-116
Print Name: LL..0
Title: Cftel FWiA%kahL OAIACCt0._
Date: KVI' & 1207-3
FORT WORTH, TX
I�Gtf'LGti �GLY'A!L!/G`�
Signature: Dana eurghaorr(octK202303h'49CDT)
Print Name: Dana Burghdof"f
Title:
Assistant City Manager Date: Oc+ 6, 2023
SPMR Initials SA2023 Subscriber Initials
Exhibit 1— SPMR Services Schedule
Description - Recurring Fees
SPMR WS SmartPhone: License, Support per SmartPhone/Reader
SPMR WS SmartPhone: Data Hosting per SmartPhone/Reader
SPIV WS Web: License, Support per Web User
ISPIVR Web Admin: License, Support per Web User
Includes SPMR Web, SmartPhone Licenses, Validation Bundle
Effective Rate
Cost Extended
per Month
Qty Annual Pre -Pay
Included*
40
Included*
40
Enterprise
NA $ 149,999.00
Enterprise
NA
Enterprise
NA
Annual Amount I $ 149,999.00 1
Other User Fees and One -Time Service Fees** Cost ==- I
ISetup - SPMR WS Web Server, Web and Phone Users $ 3,999.00 I
ITraining - SPMR WS Web, SPMR WS SmartPhone $ 1,299.00
*Additional Phone Licenses Are $149 Effectively Per Month
*Additional Phone Data/Hosting is $49 Effectively Per Month
*If Added in Increments of 10 Phone Licenses, then $139 Effectively Per Month
**Optional Custom Software Design, Development, Testing is $295 per lour
SPMR Initials SA2023 Subscriber Initials
(signature page follows)
Addendum Page 8 of 14
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City:
b� 8cr,AGu7a
By: Dana Burghdoff (OctS,202304: 9CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Oct 6, 2023
Vendor:
By: —a I NOV
Name: Philip J. as e
Title: Chief Financik fficer
Date: r�r-gbn.
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
CGcn"r" ovhel- f4gv�(el-
By: Christopher H a rAr(Oct 4, 202308:59 CDT)
Name: Christopher Harder
Title: Director, Water Department
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 23-0658
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.
By: Richard LiseD 11. 2023 09:09 CDT)
Name: Richard Lisenbee
Title: Senior IT Manager, Water Department
City Secretary:
By:
Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 9 of 14
8/15/23, 8:25 AM M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 8/8/2023 REFERENCE NO.: **M&C 23-0658 LOG NAME:
CODE: C TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
FORT WORTH
60SPMR LLC
AGREEMENT
Me]
SUBJECT. (ALL) Authorize an Agreement for the Purchase of Hardware, Software, Maintenance and
Support, Data Hosting, Professional Services, and Training for the SPMR WS SmartPhone
Based Data Collection Platform that Interfaces with the Water Utility's Water Billing System
for an Amount Up to $155,297.00
RECOMMENDATION:
It is recommended that the City Council authorize an Agreement for the Purchase of hardware,
software, maintenance and support, data hosting, professional services, and training for the SPMR
WS SmartPhone based data collection platform that interfaces with the Water Utility's Water Billing
System for an amount up to $155,297.00.
DISCUSSION:
The Meter Services Division of the Water Utility utilizes the SPMR, LLC (SPMR, formerly Datamatic,
Inc.) smartphone-based data collection platform. This proprietary system interfaces with the City of
Fort Worth's Water Billing System, providing meter reading and work order validation. SPMR does not
allow any other company to provide, maintain or support its platform. The annual cost is $155,297.00.
Funding is budgeted in the Water Department within the Water & Sewer Fund.
ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by
the City Manager in the amount up to the maximum allowed under state law and the City Code and
does not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM - This Agreement will commence October 1, 2023 and end on September 30,
2024.
RENEWAL OPTIONS - This Agreement will have four one-year renewal options.
DVIN - A waiver of the goal for Business Equity subcontracting requirements was requested, and
approved by the DVIN, in accordance with the applicable Ordinance.
This will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and adoption of the
Fiscal Year 2024 Budget by the City Council, funds will be available in the Fiscal Year 2024 operating
budget, as appropriated, in the Water & Sewer Fund. Prior to an expenditure being incurred,
the Water Department has the responsibility to validate the availability of funds.
TO
Fund Department
Account Project
Program Activity Budget
Reference # Amount
ID
ID
Year
(Chartfield 2)
FROM
Fund
Department
Account Project
Program Activity Budget
Reference # Amount
ID
ID I
I Year
(Chartfield 2)
apps. cfwnet.org/counci I_packet/mc_review.asp? I D=31285&cou nciIdate=8/8/2023 1 /2
8/15/23, 8:25 AM
Submitted for City Manaqer's Office by_
M&C Review
Dana Burghdoff (8018)
Originating Department Head:
Additional Information Contact:
Chris Harder (5020)
Charmaine Baylor (6629)
ATTACHMENTS
60SPMR AGREEMENT .xlsx (CFW Internal)
60SPMR LLC AGREEMENT.docx (CFW Internal)
APPROVED SPMR Chapter 252 Exemption Form 2023 FINAL 07.03.23.pdf (CFW Internal)
APPROVED SPMR2023 Waiver from Water Dept for 2521-eaal Al.pdf (CFW Internal)
MRSP Conflict of Interest Questionnaire. Form CIQ.pdf (CFW Internal)
SPMR sole source letter June 26 2023.pdf (CFW Internal)
apps. cfwnet.org/counci I_packet/mc_review.asp? I D=31285&cou nciIdate=8/8/2023 2/2
FoRTWORTH.
Routing and Transmittal Slip
Water
Department
DOCUMENT TITLE: MRSP, LLC dba SmartPhone Meter Reading (SPMR) LLC
M&C: CPN: CSO: DOC #:
TO:
Rick Lisenbee - Signer
Philip J. Masters - MRSP Signer
Shane Zondor — Approver
Jan Hale - Approver
Chris Harder - Signer
Taylor Paris - Signer
Dana Burghdoff - Signer
Ron Gonzales - Approver
Jannette Goodall - Signer
Allison Tidwell — Form Filler
Charmaine Baylor - Acceptor
Needs to be notarized:
Action Required:
❑ As Requested
❑ For Your Information
Signature/Routing and/or Recording
❑ Comment
❑ File
FOR CMO USE ONLY: Routing to CSO YES ❑ NO
INITIALS
❑ YES x NO
KC
KC
EXPLANATION
The attached contract needing your signature and/or approval is the agreement between MRSP, LLC and
the Water Department for software, maintenance and support, data hosting, professional services and
training for the SPMR WS SmartPhone based data collection platform.
The total spending authority will be $155,297.00. The agreement will commence on October 1, 2023 and
expire on September 30, 2024, with four one-year renewals.
If you have any questions or concerns, feel free to call or email me.
Thank you,
Charmaine Baylor
Sr. IT Business Planner, Water IT
Fort Worth Water Department
200 Texas Street
Fort Worth, Texas 76102
Phone: (817) 392-6629
Email: Charmaine.baylor(ibfortworthtexas.gov