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Home My WebLink AboutContract 53952-A2CSC No. 53952-A2 SECOND AMENDMENT TO CITY OF FORT WORTH CONTRACT NO. 53952 This Second Amendment to City of Fort Worth City Secretary Contract No. 53952 ("First Amendment") is made a part of the agreement between the City of Fort Worth ("City") and Tenon Systems, L.L.C., a Minnesota limited liability corporation ("Vendor"). City and Vendor shall be referred to individually as a "party" and collectively as "parties." WHEREAS, the parties previously entered into City of Fort Worth City Secretary Contract No. 53952 (the "Agreement") on May 29, 2020 for Vendor to provide the City with utility data management and data source implementation services; WHEREAS, on April 25, 2025, the parties renewed the Agreement for the first renewal term, which began on May 9, 2025 and which shall end on May 8, 2026 ("First Renewal Term-); and WHEREAS, the parties wish to amend the Agreement to include updated pricing for the First Renewal Term; and WHEREAS, the City desires to amend the Agreement to clarify that Vendor shall provide the City with an updated price quote for each renewal term if it elects to apply the annual escalator. NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: 1. AMENDMENT The Agreement is hereby amended to incorporate the Vendor's quote, as more particularly described in Exhibit A to this Second Amendment. The pricing described in Exhibit A shall supersede all prior quotes to the extent said prior quotes conflict with Exhibit A. 2. Section 9 of the Agreement is hereby repealed to be and read as follows: "9. Annual Escalator. An annual escalator of 4% may be applied at the beginning of month 37 and every 12 months afterwards until this Agreement expires or is terminated. Vendor shall provide the City with an updated price quote if it elects to apply this Annual Escalator to a 12-month term. Updated price quotes shall be incorporated into the Agreement subject to the execution of an amendment by both parties. Amendment No. 2 to CSC No. 53952 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 4 2. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. 3. ELECTRONIC SIGNATURE This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. [Signature Page Follows] Amendment No. 2 to CSC No. 53952 Page 2 of 4 ACCEPTED AND AGREED: CITY OF FORT WORTH By: Name: Jesica McEachern "Title: Assistant City Manager 08/18/2025 Datc: _..._...._—...._. ___..._ _. APPROVAL RECOMMENDED: Christopher Harder (Aug 15, 202510:57:50 CDT) 13y: _ _ - Name: Christopher I larder Title: Water Director ATTEST: By: FaRTAnC pfw°A -0 $ s8 �pa°v $erg s=o (/� �Aac°Vaasa Name: Jannette Goodall Title: City Secretary VENDOR: TENON SYSTEMS, LLC By: _ Name: Laurie Allen "Title: CFO Date: 08/06/2025 Amendment No. 2 to CSC No. 53952 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. 1#0111. 13y: HomeroGava(Ju130.20251012:14CDT) Name: I lomer Garza Title: IT Solutions Manager, Water APPROVED AS TO FORM AND LEGALITY: By: M. Kevin Anders, II (Aug 15, 202511:39:23 CDT) T Name: M. Kevin Anders, I I Title: Assistant City Attorney CONTRACT AUTI IORIZA'I'I ON: M&C: 22-0319 Date Approved: 04/26/2022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 3 of 4 EXHIBIT A Quote — 2025 Forth Worth Data Services Invoices for Data -as -a -Service work will be billed monthly to be pre -paid. Any additional services will be invoiced quarterly for usage. This may change to monthly invoicing if volume is high. Monthly Service Includes 2025-26 Price • 12 new cases per year • 6 new datasets per year (including Integration, Loading, BI Modeling) Monthly Data -as -a -Service 20 named BI Users and 30 named view users $224,640 /Year • Tech Support focused on system $18,720/ month function/ simple use. 11 hours of uncovered technical support. • Maintenance Usage (600 Credits) and storage limits as specified Additional Services Description Predicted Cost Billed as used $110,656/Year Additional Storage 2.5 TB $260 / month Additional Usage 125 CPU credits $2,000 / month Training (Per Onsite Visit) 3-day onsite training session $10,500.00 Monthly Users over 20 Packs of 5 -fees apply only if exceed 20 users $260/per 5 pack/month included in the monthly fee Monthly Viewers over 30 Packs of 10 -fees apply only if exceed the 30 $210/per 10 viewers included in the monthly fee pack/month Packs of 100 -fees apply only if exceed the 600 $420/per 100 Monthly CPU credits over 600 CPU credits included in the monthly fee pack/month Cancelation data return fee At time of cancelation, provide a device with all $1,100.00 client data for return to the client Cancelation data return storage $28.00 / day device daily overage charge Professional Services Hourly rate for uncovered technical support $245/ hour Tenon Systems Quote- 2025 Fort Worth Data Services - Revised Page 4 of 4 CITY COUNCIL AGENDA Create New From This M&C DATE: 4/26/2022 REFERENCE **M&C 22- LOG NAME: 60MY H2O AMI PROGRAM NO.: 0319 AGREEMENTS FY21-22 CODE: G TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize Annual Licensing, Maintenance and Operating Agreements with Multiple Vendors for the Continued Operations of Systems Supporting the MyH2O Advanced Metering Infrastructure Program for a Total Fiscal Year 2022 Operating Cost of $2,633,564.73 RECOMMENDATION: Official site of Lhe City of Fort Worth, Tt. FORTWORTII `11� It is recommended that the City Council authorize annual licensing, maintenance and operating agreements with multiple vendors for the continued operations of systems supporting the MyH2O Advanced Metering Infrastructure program for a total Fiscal Year 2022 operating cost of $2,633,564.73 with annual fee increase allowances as defined. DISCUSSION: On May 17, 2016, the City Council approved Mayor and Council Communication (M&C) C-27726, authorizing a contract with Thirkettle dba Aqua -Metric Sales Company, the System Integrator for the MyH2O Advanced Metering Infrastructure (AMI) program (CSC No. 48301). Both the M&C and contract scope stated the requirement for "Additional Managed Services for Regional Network Interface (data center), customer web portal, annual agreements for base station support, customer portal support, antenna leases, and Federal Communication Commission agreement for radio frequency use". Those services were procured by the System Integrator, which executed agreements for the technology required for AMI during the project implementation and subsequently assigned to the City of Fort Worth in compliance with the program requirements. The contract with Aqua -Metric Sales Company was subsequently amended by M&C C-28695 and M&C 21-0466, which authorized the remainder of the program funding. Although the M&Cs authorized the procurement and assignment of the technology agreements, they did not expressly authorize the required annual licensing, maintenance, and support associated with these agreements. Funding for the various agreements was included in the adopted Fiscal Year (FY) 2021-2022 operating budget of the Water and Sewer Fund. Approval of this M&C will formally authorize the annual operating expenditures for agreements with the following providers as part of the on -going MyH2O program: Contract Vendor Scope Annual Cost Effective Term CSC 48301-CA1 Benbrook Water Authority Tower lease that hosts AMI $6,000.00 (Note: Contract allows for 5\% 12/3/2019 10 years with 5 renewals of transmitter annual increases) 5 years each CSC 50009 N Harris Computer Corporation Harris Smartworks Compass $127,341.31 plus ad hoc professional 12/3/2018 Automatically renews Meter Device Management services not to exceed $20,000.00 annually until terminated by System (MDMS) annually (Note: Contract allows for 2\% either party annual increases) CSC 50011 Thirkettle Corporation d/b/a AMI infrastructure support, $642,428.17 plus parts/labor for 11/28/2017 Automatically renews Aqua -Metric Sales Company Sensus RNI hosting Harris repair/replace not to exceed $20,000.00 annually until terminated by MDMS hosting annually (Note: Contract allows for 3\% either party annual increases) CSC's 51170- American Tower and Tower leases that host AMI $247,665.00 for 19 leases (Note: Varies between 10 year terms for each lease 51186, 51975, subsidiaries transmit equipment Contracts include fee schedules 9/19/2017 to 7/12/2018 with 5 renewals of 5 years 52325 projected at 3\% increases annually) each CSC 53948 Carahsoft Technology System integration Software- $654,430.25 (Note: Contract allows 7\% 5/28/2020 3 year initial term with Corporation for Mulesoft as -a -Service platform annual increases after initial term) unlimited renewals software CSC 53952 Tenon Systems, LLC Data -as -a -Service platform $200,000.00 annual licensing fee + ad 5/29/2020 5 year initial term and hoc professional services not to exceed automatically renews $110,000.00 annually (Note: Contract annually until terminated by also includes fees for additional licensing either party and data usage) CSC 53986 Smart Energy Systems d/b/a New customer portal $405,700.00 annual subscription fee 6/5/2020 5 year initial term and Smart Energy Water (SEW) plus notification click charges not to automatically renews exceed $115,000.00 annually per the fee annually until terminated by schedule plus ad hoc professional either party services fees not to exceed $50,000.00 annually plus $15,000.00 annually for training and direct costs (Note: Contract allows 10\% annual increases after 5 year initial term and includes pricing for additional accounts) CSC none International Business Subscription for BlueworksLive $20,000.00 annual subscription fee for To be transferred from Annual subscription fee Machines (IBM) repository of organizational Utility user access consultant knowledge and process analysis The contracts are migrating from initial implementation as part of capital projects into ongoing operations and maintenance within the Water and Wastewater Utility operating fund. Only a portion of the contracts will have operating costs in the current fiscal year, with full operating costs funded beginning in FY23. The full operating costs will be budgeted in full in upcoming fiscal years. In the current fiscal year the operating fund will only need to cover $476,000.00 in current contract costs, as shown below. Contract Vendor Scope FY2022 Cost CSC's 51170- American Tower leases that host AMI 51186, Tower and $156,000.00 transmit equipment 51975, subsidiaries 52325 Tenon CSC 53952 Systems, Data -as -a -Service platform $310,000.00 LLC International Subscription for CSC none Business BlueworksLive repository of $10,000.00 Machines organizational knowledge (IBM) and process analysis An administrative change orwr or increase may be made by t ie City Manager or his designee for the amount up to $100,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. Funding is budgeted in the Water Department's rollup within the Water & Sewer Operating Fund. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Water and Sewer Fund to support the approval of the above recommendation and award of the agreements. Prior to any 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 I Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Dana Burghdoff (8018) Originating Department Head: Chris Harder (5020) Additional Information Contact: Rick Lisenbee (2515) ATTACHMENTS 60MY H2O AMI PROGRAM AGREEMENTS FY21-22 Fundina Availabilitv.docx (CFW Internal) 60MY H20AMI PROGRAM AGREEMENTS FY21-22 FID TABLE.xlsx (CFW Internal) FORT WORTH. Routing and Transmittal Slip Water Department DOCUMENT TITLE: Amendment #2 with Tenon Systems for water utility data management and data source implementation services. M&C: CPN: I-O: I lomer Garza - Signer Rick Lisenbee — Approver Vendor: Laurie Allen ('Tenon Systems) Shane Londor — Approver Jan I Tale — Approver Christopher I larder — Signer Kevin Anders — Signer for Legal Jesica McFachern — Signer Katherine Cenicola — Approver Jannette Goodall — Signer Allison Tidwell -- Form Filler Tim Shidal - Acceptor Needs to be notarized: YI:S 0 NO Action Reouired: ❑ As Requested ❑ For Your Information aSignature/Routing and/or Recording ❑ Comment ❑ File CSO: 53952 DOC #: Initials laurie.al lenC�tenonsystems.com KG FOR CMO USE, ONLY: Routing to CSO 0 YES 0 NO EXPLANATION The City of Fort Worth and Tenon Systems entered into an Assignment Agreement identified as City Secretary Contract No. 53952 beginning May 29, 2020, for water utility data management and data source implementation services. Renewal #1 was previously executed for the period May 9, 2025, to May 8, 2026. This amendment updates the pricing for the First Renewal "fcrm. Please approve/sign the renewal letter via Adobe Sign. If you have any questions or concerns, please contact me or call I lomer Garza at (817) 392-8633. ..f� 6? Q Tim Shidal Sr. I'I' Business Planner, Water IT Fort Worth Water Department 100 Fort Worth Trail Fort Worth, Texas 76102 (817) 392-2515 tirn.shidalnfortworthtexas.�;ov