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HomeMy WebLinkAbout053952-A3R2 - General - Contract - Tenon Systems, L.L.C.CSC No. 53952-A3R2 THIRD AMENDMENT AND SECOND RENEWAL TO CITY OF FORT WO TH CONTRACT NO. 53952 This Third Amendment and Second Renewal to City of Fort Worth City Secretary Contract No. 53952 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 may be referred to individually as a "Party" and collectively as the "Parties." WHEREAS, the Parties previously entered into City of Fort Worth City Secretary Contract No. 53952 (the "Agreement") on May 28, 2020 for Vendor to provide the City with utility data management and data source implementation services; WHEREAS, on July 30, 2022, the Parties amended the Agreement to modify the total annual compensation not to exceed amount and to replace the Vendor's fee schedule on July 30, 2022; WHEREAS, on April 25, 2025, the Parties renewed the Agreement for the first renewal term, which began on May 9, 2025 and will end on May 8, 2026 ("First Renewal Term"); WHEREAS, on August 18, 2025, the Parties amended the Agreement to update the pricing for the First Renewal Term, and to require the Vendor to provide updated price quotes if it elects to apply the annual escalator to a 12-month term; WHEREAS, the City is exercising its right to renew the Agreement for an additional one (1) year period, which will begin on May 9, 2026 and which shall end on May 8, 2027 ("Second Renewal Term"); and WHEREAS, the Parties wish to amend the Agreement to include updated pricing for the Second Renewal Term. NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: OFFICIAL RECORD I. CITY SECRETARY AMENDMENT FT. WORTH, Tx The Agreement is hereby amended to incorporate the Vendor's quote, as more particularly described in Exhibit A to this Third Amendment. The pricing described in Exhibit A shall supersede all prior quotes to the extent said prior quotes conflict with Exhibit A. 2. Section 3 of the Agreement is hereby repealed to be and read as follows: "3. Term. This Agreement shall commence on May 28, 2020 ("Effective Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise Amendment No. 3 and Renewal No. 2 to CSC No. 53952 extended by the parties. The City has the sole option to renew this Agreement for unlimited annual renewals, 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 Renewal Term. If the Vendor provides software services on an annual basis, Vendor shall provide the City with a renewal notice and quote to cover twelve (12) additional months of software services from the Vendor. The City shall provide Vendor with written notice of its intent to terminate with at least thirty (30) days prior written notice. 3. Section 6 of the Agreement is hereby repealed to be read as follows: "6. The Monthly Data as a Service shall be paid annually to cover twelve (12) additional months of software services from the Vendor. Any additional storage or usage fee shall be paid each month and shall be invoiced by the Vendor at the beginning of each month and shall be due and payable at the beginning of each month. The fee may not be pro- rated. 2. RENEWAL The term of the Contract is hereby renewed for an additional year to begin May 9, 2026 and expire on May 8, 2027 unless terminated earlier in accordance with the Contract. 3. 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. 4. 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. 3 and Renewal No. 2 to CSC No. 53952 ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH By: Name: Jesica McEachern Title: Assistant City Manager Date: 05/02/2026 APPROVAL RECOMMENDED: chrl twheY tfarofel- Christopher Har r (Apr 27, 2026 20:40:19 CDT) Name: Christopher Harder Title: Water Director I.-14 a 1 1.11 'FFopr" �op�dF= A U ° oaaan� 6S64p By: Name: Jannette Goodall Title: City Secretary VENDOR: TENON SYSTEMS, LLC By: Y__ `Name: Laurie Allen Title: CFO Date: 03/30/2026 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. �L RN�dJG By: Agne onsu (Apr 10, 2026 14:07.06 CDT) Name: Agnes Bonsu Title: Business Process Manager APPROVED AS TO FORM AND LEGALITY: M. Kevin Anders, II (Apr 28, 2026 08:40:03 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 22-0319 Date Approved: 04/26/2022 Amendment No. 3 and Renewal No. 2 to CSC No. 53952 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 3 of 5 EXHIBIT A Quote — 2026 Forth Worth Data Services Data -as -a -Service work will be billed monthly or yearly, as directed by Fort Worth, and is to be prepaid. Any additional services provided will be invoiced quarterly for usage. Monthly Service Includes 2026-27 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 $233,100.00/Year • Tech Support focused on system $19,425/ month function/ simple use. 11 hours of uncovered technical support. • Maintenance Usage (600 Credits) and storage limits as specified Monthly Users over 20 Monthly Viewers over 30 Monthly CPU credits over 600 Professional Services Training (Per Onsite Visit) Additional Storage Additional Usage Cancelation data return fee Cancelation data return storage device daily overage charge Billed in Packs of 5 - If exceed the 20 users included in the monthly fee Billed in Packs of 10 -If exceed the 30 viewers included in the monthly fee Billed in Packs of 100 - if exceed the 600 CPU credits included in the monthly fee Hourly rate for uncovered technical support Onsite training session 2.5 TB 125 CPU credits $270/per 5 pack/month $215/per 10 pack/month $435/per 100 pack/month $250/hour $3,500/day $270 / month $2,000 / month At time of cancelation, provide a device with all $1,100/Event client data for return to the client $30.00 / day Tenon Systems Quote- 2026 Fort Worth Data Services Page 4 of 5 EXHIBIT A Quote — 2026 Forth Worth Data Services Acceptance and Authorization Tenon Systems is honored to provide Fort Worth this Quote for Data as a Service. Your signature below serves to authorize this quote. Please sign and return this document to Laurie Allen: Email: laurie.allen(@tenonsystems.com Jesica McEachern Full Name Assistant City Manager Title C' v Signature 05/02/2026 Date Laurie Allen Full Name CFO Title Signature 03/30/2026 Date Tenon Systems Quote- 2026 Fort Worth Data Services Page 5 of 5 CITY COUNCIL AGENDA reate New From This M 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: Dfk ei s+.e or the ory a ran %Vo tk Texas FORTIVORTII r~ 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 IAnnual Cost Effective Term 48301-CA1 Benbrook Water Authority Tower lease that hosts AMI 5\%CSC $6,000.00 (Note: Contract allows for 12/3/2019 10 years with 5 renewals of I transmitter annual increases) 5 years each CSC 500 99 N Harris Computer Corporation Harris Smartworks Compass $127,341.31 plus ad hoc professional 12/3/2016 utomatically renews Meter Device Management services not to exceed $20,000.00 until terminated by System (MDMS) annually (Note: Contract allows for 2\% [annually ither 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\% 11 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 7/1212018 with 5 renewals of 5 years 52325 projected at 3\1/6 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 Tenon Systems, LLC Data -as -a -Service platform $200,000.00 annual licensing fee + ad hoc professional services not to exceed $110,000.00 annually (Note: Contract also includes fees for additional licensing and data usage) 5/29/2020 5 year initial term and automatically renews annually until terminated by either party 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) International Business Subscription for BlueworksLive $20,000.00 annual subscdption 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 r FY2022 Cost CSC's 51170- 51186, 51975, American Tower and subsidiaries Tower leases that host AMI transmit equipment $156,000.00 52325Tenon CSC 53952 [ED)ata-as-a-Service platform �$31 0,000.00 Systems, International Subscription for CSC none Business Machines BlueworksLive repository of organizational knowledge $10,000.00 (IBM) and process analysis An administrative change order or Increase may be made by the 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. O Fund I Department I Account Project Program I Activity I Budget Reference * Amount ID I ID I Year Chartfleld 2 FROM Fund Department Account Protect Program Activity Budget Reference # Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by_ Dana Burghdolf (8018) Originating Department Head: Chris Harder (5020) Additional Information Contact: Rick Usenbee (2515) ATTACHMENTS 60MY H2O AM) PROGRAM AGREEMENTS FY21-22 Funding AvaL it docx (CFW Internal) 60MY H2O AMI PROGRAM AGREEMENTS FY21-22 FID TABLE.xlsx (CFW Internal) FORTWORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Tenon Systems, LLC Subject of the Agreement: Third Amendment and Second Renewal to CSC 53952 with Tenon Systems, LLC. The Agreement is amended to incorporate the Vendor's current quote for 2026. The agreement is also amended to clarify that Tenon will provide one single renewal notice instead of individual, monthly notices. M&C Approved by the Council? * Yes © No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes © No ❑ 53952 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 21 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? "'Yes ❑ No © If only specific information is Confidential, please list what information is Confidential and the page it is located Effective Date: May 9, 2026 Expiration Date: May 8, 2027 If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. NA *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑ No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) "Indicates the information is required and if the information is not provided, the contract will be returned to the department. FORT WORTH Water Routing and Transmittal Slip DOCUMENT TITLE: Third Amendment and Second Renewal to CSC 53952 with Tenon Systems, LLC. DOCUMENT OVERVIEW: Third Amendment and Second Renewal to CSC 53952 with Tenon Systems, LLC. The Agreement is amended to incorporate the Vendor's current quote for 2026. The agreement is also amended to clarify that Tenon will provide one single renewal notice instead of individual, monthly notices. TO ROLE APPROVER INITIALS Richard Lisenbee, Sr. IT Solutions Manager Approver Rx Agnes Bonsuo, Business Process Manager Signer Laurie Allen, CFO, Tenon Systems, LLC Signer Shane Zondor, Assistant Director, Water Department Approver DSZ DS2 Jan Hale, Deputy Director, Water Department Approver 4 Chris Harder, Director, Water Department Signer Kevin Anders, Assistant City Attorney Signer Jesica McEachern, Assistant City Manager Signer Katherine Cenicola, Assistant City Secretary Approver cc cc Jannette Goodall, City Secretary Signer Allison Tidwell, Lead Admin Assistant, City Secretary's Office Form Filler Tim Shidal, Sr. IT Business Planner, Water Department Acceptor