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HomeMy WebLinkAboutAGMT - SPMR, LLC (Computer Software- Smart Phone Water Meter Data Application) SPMR SUBSCRIPTION AGREEMENT This SPMR Subscription Agreement("Agreement")is made by and between SPMR,L.L.C.,a Texas limited liability corporation,located at 811E Plano Parkway, Suite 113A,Plano,Texas 75074("SPMR"),and Seal Beach,CA doing ousiness at 211 Eighth Street,Seal Beach CA 90740 j"Subscriber"). RECITALS A. WHEREAS SPMR licenses,in object form only,proprietary computer software("Software")as an application for smart phones,or similar devices, to record utility meter data and to communicate such data to Its remote server("Application"); B. WHEREAS 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 CONSDERATION 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 a part hereby embody the entire agreement of the parties in relation to the subject matter hereunder,and that there is no other oral or written agreement or understanding between the parties at the time of execution pertaining to the subject matter of this Agreement.This Agreement shall not be modified except by the written agreement of all parties hereto. 2. GOVERNING LAW AND CHOICE OF VENUE.This agreement shall be construed,Interpreted and enforced under the laws and statutes of the State of Texas without regard for any of said state's conflicts of law provisions. Any legal actions relating to this Agreement shall be brought in either a state court in Colts 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 or training 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 tire amount of ten(10)percent. D. Any Invoice amounts payable hereunder that remain unpaid after their due date shall be subject to late fee. 2. Subscriber's 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 riot paid. ARTICLE 3—SOFTWARE 1. SPMR SOFTWARE LICENSE GRANT.SPMR hereby grants to Suoscriber a nontransferable and nonexclusive license for the use and possession of the SPCA Software it 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 tee 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,decomplle,reverse-engineer,disassemble,attempt to derive the source code of,modify or create derivative works of the Appdcation 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_`_ CUSTOM Subscriber Initials- ARTICLE 4—SERVICES 1. SFMR 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 S-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 dalm 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 UABILITY OF ANY KIND(INCLUDING LIABIUTY FOR NEGLIGENCE)WITH RESPECT TO THE SOFTWARE OR SERVICES COVERED BY THIS AGREEMENT OR ANY PERFORMANCE BY SPMR UNDER OR PURSUANT TO THIS AGREEMENT,WILL BE LIMITED TO THE REMEDIES SET FORTH IN THIS ARTICLE AND IN NO EVENT SHALL EXCEED THE AGGREGATE CONSIDERATION PAID BY SUBSCRIBER 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 !east sixty(60)days prior to the beginning of the upcoming Subscription Year. 2. If Subscriber defaults on any obtigatIon 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 arty 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 System Documentation. SPMR,LLC - SEAL BEACH,CA Signature: + Slgaa + .p� Print Name:_PAIt,.f , /,ikC6t &-'5 Print Name: ' tL CL64- Title: 0,5;t4 Title: J" Date: � f \Q �ZO Z'`'� Date: • SPMR Initials 't"'• CUSTOM Subscriber Initials._ { Exhibit 1—SPMR Services Schedule Effective Rate Cost Extended Description-Recurring Fees per Month Qty Annual Pre-Pay !SPMR SmartPhone: License/Support per Seat(List$159)* $ 159.00 2 $ 3,816.00 'SPMR SmartPhone: Data Hosting per Phone Seat(List$59)** $ 59.00 2 $ 1,416.00 SPMR Web: License/Support per Seat(List$159)* $ 159.00 1 $ 1,908.00 Recurring Total $ 7,140.00 Description-One-Time Service Fees Cost Setup-Web Server,Web Seat(s), Phone(s),Users(List$999) $ 999.00 Training-SPMR Web,SPMR SmartPhone(List$1,699) $ 1,699.00 *Minimum Phone Seat Count: 2 *LITE Pricing is Discounted 50%per Seat if Read<1,000 Meters Per 5martphone per Month **Data Hosting Assumes 1 Photo per 4 Meters **Unlimited Photos are$69 per Device per Month **5martphone Seats and Data Hosting Quantities are the Same,e.g.2:2,3:3,etc. Seats Discount at 4 or More Seats-Ask Your Rep All data used by Licensee during this Agreement is the property of Seal Beach CA. Seal Beach data shall not be used by SPMR except for Support and Maintenance described herein. All Seal Beach data shall be destroyed by SPMR upon proper termination by Customer. SPMRInitials t• CUSTOM Subscriber Initialsi_ a� ?i Exhibit 2-Data Storage and Security • s ; li tl Data Storageand f Se cur�f Y .• SPMR Initials CUSTOM Subscriber Initials The SmartPhone Meter ReadingTM (SPMRT"') system provides the highest standard of data integrity for its customers. To achieve this, the server resides at an Enterprise Class Data Storage Center that is certified for both Tier 3 and SSAE 18 comp iancy. This facility is referred to as the server/database Colocation (COLO). The COLO is designed to provide the highest levels of security, redundancy, and connectivity including: • Multiple independent distribution paths serving the IT equipment • All IT equipment is dual powered and fully compatible with the site topology • Concurrently maintainable site infrastructure with expected availability of 99.982% • Redundant and diverse UPS systems • Multiple onsite diesel generators • Advanced fire detection and suppression • Temperature controlled environment • Raised anti-static floors • Physical security 24x7 • Biometric Access requirement • Physical Identification check • 100+ internal/external video cameras (90-day storage) Data Storage Protocol -The server's data storage is on a large-scale NetApp array that _ holds multiple trays of drives. In addition, there are reserve drives that are setup in the array to only be activated (as a"hot spare") whenever a failure has been detected. Data Redundancy(onsite) - Daily image snapshots are maintained on the array to assure there is always a complete database backup available. Data Redundancy(offsite)—To add further protection to the data integrity measures maintained at the COLO a nightly database backup is done and stored offsite. Database Security includes: 1. Cisco ASA 5585 SSP60 Firewall used. 2. SSL VPN: Where applicable, remote users are required to access the internal network via VPN and the Cisco AnyConnect software. This creates a safe tunnel for traffic from the end user to the firewall. 3. Policies are created to help protect any inbound or outbound traffic. ©2021 SPMR, LLC. Confidential and Proprietary 2 SPMR Initials CUSTOM Subscriber initial 4. The firewalls are in a HA pair for redundancy. 5. Active SNMP monitoring of the firewall and network to ensure maximum up time. Database Security includes: 1. No software, including website and webservices, have direct access to the database and its contents. Access to the database is only allowed through stored procedures. 2. Stored procedures provide protection against dynamic SQL and SQL injection attacks. 3. No stored procedures are accessible from the website, providing for N-Tier structure. 4. No external access to the database is provided for services that execute outside the server firewall. SPMR Smartphone Security Summary: All exchanges with the server are secured end-to-end using SSUTLS encryption. Phone authentication is provided by unique device ID, and single-use rotating passkeys. Only authorized device lDs along with the proper passkeys are allowed to communicate and exchange information with the server. Each time a phone communicates with the server it is issued a new unique passkey for the next transmission. This ensures we can accurately detect any misuse or'cloning'of phone devices. Recording and monitoring of source IP addresses provides the ability to perform geolocation lookup. Additional phone data such as memory footprint, database footprint, make, model, OS version, and other items are also recorded with each server exchange, and used for auditing purposes. Security for users is provided through a 4 —8-digit pin number, that is unique to that individual within the utility. This pin allows access to the phone application and is validated by the server. All data exchanges to/from smartphone are monitored and recorded in the server, which provides an additional level of security auditing. The phone application records all activity into its own activity log. This log is uploaded to the server with each phone exchange. This log provides necessary details about the phone's operation, as well as providing additional security auditing. SPMR Web Security Summary: All exchanges with the server are secured end-to-end using SSL/TLS encryption. User security is provided via User ID and password. A successful user authentication at login creates a unique, single-session token that is authenticated for each subsequent exchange. This token is time limited, and when user logs off or time has expired, it is invalid and never reused. Under admin authority users can be allowed or disallowed access. Additional security is provided through the management of the login session. Each exchange is authenticated against the session token to ensure authorized access is allowed. Authorized ,�^ ©2021 SPMR, LLC. Confidential and Proprietary Ph S R Initials C„ CUSTOM Subscriber Initials users are further limited by user roles that are set by admin authority. If the session is left idle for a specified time the session is automatically terminated, and the token is invalidated. All exchanges with the server are recorded, including time/date, source IP address, browser type, version, activity performed, user that performed activity,time required to complete requested operation, and type of operation. This provides a comprehensive audit trail of all server-side activity. Selected database tables have `shadow' tables assigned, along with the appropriate triggers necessary to record and keep audit trails of all changes made to the records. ©2021 SPMR, LLC. Confidential and Proprietary SPr,i Initials CUSTOM Subscriber lnitia