HomeMy WebLinkAboutContract 53948 n„
*0 2 �ZN CSC No.53948
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ASSIGNMENT AGREEMENT
This Assignment Agreement(this"Assignment")is entered into as of the date set forth below
between Thirkettle Corporation d/b/a Aqua Metric Sales Company, a California corporation
("Assignor")the City of Fort Worth("Assignee")and Carasoft Technology Corporation("Software
Vendor"). Collectively,Assignor,Assignee and Software Vendor are sometimes referred to herein
individually as a"Party"and collectively as the "Parties".
RECITALS:
A. Assignor, as "Consultant" or "Contractor", and Assignee, as "City" or "Client",
entered into that certain Professional Services Agreement(the"PSA")on or about October 14,2016.
B. Assignor has entered into a Statement of Work with Software Vendor ("SOW"),
attached hereto as Exhibit A in connection with its performance of the services set forth in the PSA.
C. Concurrently with the execution of this Assignment,Assignor has conveyed the SOW
to Assignee,and in connection with such conveyance,Software Vendor has agreed to the assignment
of the SOW to Assignee.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration in hand paid by Assignee to Assignor,the receipt and sufficiency of which are hereby
acknowledged and confessed by Assignor,the Parties hereby agree as follows:
1. Assignor's Assignment. Assignor does hereby ASSIGN,TRANSFER,SET OVER
and DELIVER the SOW to Assignee, its successors and assigns; TO HAVE AND TO HOLD the
SOW,together with all and singular the rights and appurtenances thereto in anywise belonging,unto
Assignee,its successors and assigns forever;and Assignor does hereby bind itself,its successors and
assigns forever, so that neither Assignor, nor Assignor's successors or assigns, shall at any time
hereafter have, claim or demand any right or title to the SOW, or any part thereof.
2. Further Assurances. Assignor hereby agrees to perform,execute and/or deliver or
cause to be performed, executed and/or delivered any and all such further acts and assurances as
Assignee may reasonably require to perfect Assignee's interest in the SOW.
3. Assignor's Indemnity. It is further agreed that Assignee shall not be responsible for
the discharge and performance of any duties or obligations required to be performed and/or
discharged in connection with the SOW prior to the effective date hereof. In such regard Assignor
agrees to indemnify and hold harmless Assignee,inclusive of attorneys' fees and court costs, from
and against losses incurred by Assignee as a result of claims brought against Assignee,as Assignor's
successor in interest to the SOW,relating to causes of action arising from any failure by Assignor to
perform or discharge the obligations under the SOW prior to the effective date hereof.
4. Assignee's Obligations. It is specifically agreed that Assignor shall not be
responsible for the discharge and performance of any duties or obligations to be performed and/or
OFFICIAL RECORD
Assignment Agree CITE rage ��Y
FT.WORTH,TX
discharged in connection with the SOW after the effective date hereof. By acceptance of this
Assignment and by execution hereof, Assignee accepts and agrees to perform all of the terms,
covenants and conditions in connection with the SOW required to be performed thereunder, from
and after the effective date hereof,but not prior thereto.
5. Binding Agreement. This Assignment is binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.
[Signature pages to follow]
Assignment Agreement Page 2 of 4
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
n�.r�awAlu7aff this contract,including ensuring all performance
By: na^a°°�hd°"c`.yza,z 'S'°°`°T, and reporting requirements.
Name: Dana°°Bhddf
Title: Assistant City Manager
elw lira
M deiPne.enrn�xotM.rs,mo,s^3 cer,
Date: May 28,2020 By:
Name: Madelene Rafalko
Approval Recommended: Title: MyH2O Pr°gram Manager
Approved as to Form and Legality:
BJ•ChrMoph"
Name: 0�1
TltlLWate r Director By:JB Strong(M ay 2,2020 14:02 M DT)
Name: John B. Strong
Attest: Title: Assistant City Attorney
FORS
�iC1 Contract Authorization:
C� M&C: C-27726
By:
Name: Mary Kayser U:
Title: City Secretary k-�*
VENDOR: SOFTWARE VENDOR:
Thirkettle Corporation d/b/a Aqua Metric Carasoft Technology Corporation
Sales Company
By. W"& By: / 411d�
Name: Mike Cartwright Name: Kristina Smith
Title: Operations Title: Contracts Director
Date: 1/14/2020 Date: 1-9-2020
OFFICIAL.RECORD
CITY SECRETARY
FT. WORTH,TX
Assignment Agreement Page 3 of 4
EXHIBIT "A"
Assignment Agreement Page 4 of 4
ADDENDUM BETWEEN
THE CITY OF FORT WORTH
AND
CARASOFT TECHNOLOGY CORPORATION
This Addendum ("Addendum") is entered into by and between Carasoft Technology
Corporation ("Vendor") and the City of Fort Worth ("City"), collectively the "parties," for a
purchase of licenses.
The Contract documents shall include the following:
1. Carasoft Statement of Work;
2. End User License Agreement for Mulesoft software; and
3. This Addendum.
Notwithstanding any language to the contrary in the attached Statement of Work and End
User License Agreement for Mulesoft software (the"Agreement"),the Parties hereby 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 become effective upon the signing of the Agreement
by an Assistant City Manager of the City(the"Effective Date") and shall expire on December 31,
2022 (the Expiration Date"), unless terminated earlier in accordance with the provisions of the
Agreement or otherwise extended by the parties. The Agreement may be renewed for an unlimited
number of renewals at City's option, each a "Renewal Term." 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. 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
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 this 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
Addendum Page 1 of 6
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 Expiration Date, City shall pay Vendor for services actually
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.
3. Attorneys' 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, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. 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
shall 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.
5. 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.
6. 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
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.
Addendum Page 2 of 6
7. Sovereign Immunity. 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.
8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or 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.
9. 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 this Agreement, it being understood that this 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 this 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 this
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 this Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET
FORTH IN SECTION 10 OF THIS AGREEMENT.
10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
Addendum Page 3 of 6
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.
11. 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
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.
12. 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.
13. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this 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 this 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 this Agreement for violations of this
provision by Vendor.
14. 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.
15. 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
Addendum Page 4 of 6
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
16. Partner. Partner is defined in the Agreement as Carahsoft or contracting entity with
the City.
(signature page follows)
Addendum Page 5 of 6
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
nAK&Laahzo(t> of this contract,including ensuring all
By: Dana Burghd off( y28,2 15:04CDT) performance and reporting requirements.
Name: Mary l Kayser
Title: Assistant City Manager
Ma�'eGe�re,�a�aGl1'o
Date: By: Madelene Rafalko(May 19,202012:03 CDT)
Name:..&I.ne Rafalk0
Approval Recommended: 'Title: MyH2O Program Manager
Approved as to Form and Legality:
,�G2Gdtd�LGi1
Christopher Hard (May 26,202010:58 CDT)
Name:Christopher Harder L` O
Strong(May2 02014:02 MDT)
Title:watecDi•QC�^' BY:A
Name: John B. Strong
Attest: Title: Assistant City Attorney
Contract Authorization:
FORT6 `
(� M&C: C 27726
A
•.O,
Name: Mary Kayser ti' A
Title: City Secretary
VENDOR:
Carahsoft Technology Corporation
B �2G4N
y: / � �y
Name: Kristina smith
Title: Contracts Director
Date: 1-9-2020
OFFICIAL RECORD
CITY SECRETARY i
77, � D-r 'y
Addendum ------Page 6 of 6--.--1
MuIeSof t carahsoftb
A 5alesforce Company
STATEMENT OF WORK ("SOWYT
Carahsoft Assistance to Aqua Metric ("Subdistributor") for
City of Fort Worth ("Fort Worth" "End Customer")
SOW Reference ID:Carahsoft_CityOfForthWorth_CatalystLaunch_20190905
10t�October 2019
Order Forml Standard Terms
This SOW is governed by the terms of the Quote#17330933 executed between Carahsoft Technology Corporation("Carahsoft")
and Aqua Metric (Subdistributor) and the End User License Agreement ("EULA") referenced in the Quote which are fully
incorporated therein.For the purpose of Quote#17330933 only.In the event of any conflict between this SOW and the EULA,the
order of precedence shall be:(a)this SOW,(b)the EULA,and(c)Quote#17330933.
Consent to Appoint Subdistributor
Pursuant to the terms of the EULA, MuleSoft hereby documents its consent to permit Carahsoft to appoint the Subdistributor
identified above,on a one-time basis,as the Subdistributor of the Services set forth herein.As such,Carahsoft will ensure that the
terms of this SOW are flowed through to the End Customer and will obtain written confirmation of such(email is sufficient)from the
Subdistributor. Any terms and conditions of the agreement between Carahsoft and the Subdistributor are an entirely separate
agreement between Carahsoft and Subdistributor and do not supplement,modify or otherwise alter the terms of the EULA,above
referenced Quote,or this SOW.
Estimated Duration
Project start date:215t October 2019(Estimated)
Project end date: 10th April 2019(Estimated)
Services
MuleSoft will provide Catalyst Launch services directly to City of Fort Worth ("End Customer")for the organizational change
management program coordinating with the Subdistributor, acting in its capacity as prime contractor and/or agent of End
Customer,as reasonably necessary,pursuant to the terms of the EULA.
The scope of this Statement of Work(SOW)is to provide MuleSoft Catalyst Launch services to establish the Anypoint Platform,
delivery projects,establish a Center for Enablement(C4E),set up an internal support model,coach End Customer resources
while helping End Customer achieve their business objectives and goals.This includes the following streams and steps:
• Business Outcomes
• Agree on impact/value,objective,initiative,use cases and KPI's
• Develop a End Customer success plan that captures business goals,key stakeholders,KPIs,governance and
cadence.
• Technology Delivery:
• Anypoint Platform:
• Define the Anypoint platform architecture within End Customer environment.Define the Platform milestones and
Platform MVP
• Deploy(install or configure)the Anypoint Platform and MuleSoft runtimes and DevOps approach
• Measure and track Anypoint Platform milestones and KPIs
• Projects:
• Analyze projects and prioritize based on business value,criticality and reuse potential.Define the project
milestones,quick wins
+ Define reference architecture:Define the solution architecture to support the prioritized projects and use cases.
Establish and design the foundational reusable assets that will address requirements within End Customer
environment
+ Launch initial projects and quick wins.
• Measure and track project milestones,go-live's and KPIs.
• Organizational Enablement:
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• NE Foundation:Assess the organization integration capabilities,establish the initial C4E operating model,build and
publish onboardinglon ramp guides/checklists and evangelize the C4E,
• Internal Support Model:Agree on internal support capability and responsibilities.Align on issue resolution and
escalation process:Agree on support roles,training and support KPIs
• Talent Foundation:Conduct skills assessments to determine gaps in training and skills.Develop broader training plan:
Provide recommendations for advanced trainings and certifications.
This includes the following
End Customer Resource
Activities MuleSoft (Estimated Effort)
Project phase "To be delivered to End Customer together with assistance of Resource 'End Customer may allocate
Subdistributor pursuant to that separate agreement between (Estimated resources from its employee pool
End Customer and Subdistributor Effort) or from Subdistributor's
employees in its capacity as End
Customer's agent
Technology Delivery—Project and Platform
Discovery and . Define the high level logical and physical Solution Project Manager(full time)
planning architecture. Architect
• Assist End Customer in identifying and defining (80 hours) ArchitectlDeveloper(Architect
the key milestones to achieve a Anypoint -frill time)
Platform MVP including Anypoint Platform KPIs
to measure and track Delivery
• Analyze the use cases with End Customer and Manager SME's(part time—based on
assist End Customer with prioritizing the sprints (40 hours) activity)
for the implementation phase based on criticality,
re-use potential IT Operations(part time—
• Assist End Customer in identifying and defining based on activity)
the key milestones including project KPIs to
measure and track
• Analyze the requirements related to common
services around logging,error handling,alerting,
monitoring,configuration,auditing and,security
Architecture and Partner with End Customer on the following activities: Solution Project Manager
Design . Define End Customer's MuleSoft Anypoint Architect (part time)
platform Architecture.This includes the (f 20 hours)
deployment architecture,physical architecture, Architect/Developer
security architecture Delivery (Architect-full time,
• Provide guidance on High Availabidty setup manager Developer—part time)
• Define the environments and deployment model (60 hours)
for non-production and production
• Design common services frameworks around SME's
logging,error handling,alerting and security (part time—based on
• identify and define the MuleSoft reference activity)
architecture(solution architecture)based on the
prioritized initiatives while including a flexible
design that factors reuse of frameworks,services IT Operations
and APIs (part time—based on
• Identify and define high level integration patterns activity)
and APIs using API led approach as applicable
to End Customer's initiative
• Review Cl/CD best practices with MuleSoft.
Defne approach for code migration and
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continuous integrations and continuous
deployment
• Document architecture and design details in a
design reference document and review with End
Customer
Implementation MuleSoft will leverage End Customer's business, Solution Project Manager
(Including domain and technical knowledge and assist in the Architect (part time)
installation and following iterative sprints: (480 hours)
configuration) a Install and configure MuleSoft(Cloudhub or
Archi#ectlOeveloper
MuleSoft on-premise runtime)in up to 3 non- Senior Architect— art time,
production environments and production Consultant 1 (Architect
Developer
environment p full time)
• Configure Anypoint Platform-AN Manager (600 hours)
including API policies,Anypoint Exchange/Portal, SME's
business groups Senior (part time-based on activity)
• Validate Anypoint platform and Mule runtimes' Consultant 2
connectivity to end point systems. 600 hours
• Develop common services frameworks for ( ) IT Operations
logging,error handling,alerting and security (Part time-based on activity)
• Integrate Anypoint platform with End Customer Delivery
10P as supported by the Anypoint platform Manager
• Implementation and unit testing of following 20 (220 hours)
End Customer use cases in a time boxed
development period:
• Create Maximo Work Order
• Updates from Maximo to CRM
• Create CRM Case
• Update CRM Case
• Update Maximo and send info to CRM
• Maximo to CRM and/or CIS for Work Order
Closed
• Get information from CIS
• Get Customer information
• Add notes to CIS and CRM
• Generate Maximo Work Order
• CIS Create CRM Case
• Maximo updates CRM Case
+ Maximo send endpoint info to CRM
• Maximo updates Customer Portal and CRM
• Customer portal updates to Maximo
• Send Customer notification from CRM
• CIS to Maximo updates
+ CIS to IVR(Selectron)
• IVR(Selectron)to CIS
• For these use cases:
• Implement the required system API's
• Implement process API's and integration
patterns,perform the necessary
orchestrations and transformations
• Implement the required experience API's
• Implement services and integration patterns
as identified in the design phase
• Configure MuleSoft API manager including
API policies for the above use cases.
• Populate Anypoint Exchange with above
artifacts.This includes the system,process,
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experience,core services APIs and frameworks,
guides,documents.
• Enable End Customer's resources through
development shadowing.
Gap Analysis of Partner with End Customer on the following activities: Solution Project Manager
additional use . Review requirements for the additional 18 use Architect (part time)
cases for Phase 1 cases for Phase 1 (80 hours)
• Perform gap analysis to determine if the APIs Architect/Developer
built for the first 20 use cases are sufficient to Delivery (Architect-full time,
fulfill the requirements for the additional 18 use Manager Developer—part time)
cases for Phase 1
• Document gaps and high-level design for any (20 hours}
additional APIs required SME's
• Scope the implementation work required to detail (part time—based on
design and implement these additional APIs activity)
IT Operations
(part time—based on
activity)
Deploy and • Assist End Customer with deployment activities Senior Project Manager
Transition including validating Cl/CD pipeline Consultant 1 (part time)
• Assist End Customer in the SIT testing cycle. (160 hours)
Help resolve any defects identified from the Architect/Developer
testing cycle for the above use cases,
• Assist End Customer in post go live support. Senior (Architect—part time,
• Enable End Customer resources during Consultant 2 Developer—part time)
deployment phase. (120 hours)
• Define a transition plan and associated activities. SME's
Transition with End Customer per transition plan. Delivery (part time—based on
Manager activity)
(64 hours)
IT Operations
(Part time—based on
activity)
Test lead/Test team—full
time during testing phase
Phase 2 Discovery • Analyze Phase 2 use cases with End Solution Project Manager
and Planning Customer and understand the requirements Architect (part time)
• Assist End Customer with prioritizing the (40 hours)
sprints for the Phase 2 implementation phase
Architect/Developer
based on criticality,re-use potential Delive
• Analyze the requirements related to common er M (Architect-full time,
services refinements anager Developer—part time)
• Scope the implementation work required to (5 hours)
detail design and implement Phase 2 use SME's
cases
(part time—based on
activity)
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IT Operations
(part time—based on
activity)
Organization Enablement
C4E Foundation Assess organizational capabilities. Solution Project Manager
• Assist End Customer in conducting a self- Architect (part time)
capability maturity assessment(CAMA)along (t 20 hours)
the following dimensions C4E Lead
• Strategy
• Organization Delivery (part time)
• Governance Manager
• Architecture (60 hours) C4E Platform and C4E API
• Delivery/SDLC Architect
• Operations (Full time)
• Community and evangelism
• Incorporate feedback from CAMA into NE NE DevOps
backlog.
• Discuss and help End Customer inestabiishing (park time based on C4E
initial NE Operating model.This includes phase)
assisting the End Customer with the following
• Define the initial C4E approachlmodel to
build out federated integration capabilities
• Define initial NE team,roles and
responsibilities and interactions with
organization
• Build a C4E work plan that includes key
milestones and roadmap for a defined scope
of activities.Establish reporting cadence.
• Establish Anypoint Exchange as the central
hub for saving,sharing,and discovering
common assets.
• Build asset feedback model.(e.g.,who
produces assets,who productizes assets for
broader consumption,etc.).
• Help define KPIs and provide guidance on
how to leverage Anypoint platform APIs to
measure KPIs where applicable.
• Establish initial API roadmap across
enterprise domains.
• Jointly develop a customized onboardingl
onramp process to enable developers to get
started on MuleSoft,discover assets,and
consume assets.
• Populate,organize and categorize Anypoint
Exchange with NE foundational assets(built
as part of Technology Delivery).
• Evangelize C4E
• Evangelize C4E and concept of re-usable
assets to potential teams(e.g.,brown bags,
think tanks,demos,dev forums,hackathons)
to educate them
• Onboard and enable project teams on C4E
process and consume the NE assets.
MuLeSoft carahsoft'.
A Salesforee Company
Internal Support . Assist End Customer in developing run books for Senior Project Manager
operation and maintenance of the Anypoint Consultant 2 (part time)
platform,APIs and applications. (40 hours)
• Assist End Customer in establishing knowledge
base including FAQs,articles etc. IT Operations
Delivery (Full time)
Manager
(6 hours)
Talent Foundation • Skills transfer through on the job training. Delivery Project Manager
• Conduct skills assessments and provide Manager (part time)
recommendations for advanced trainings and (hours NA)
certifications. For Skills Assessment:
• Architect
• Developer
• IT Operations
Proiect Roles
MuleSoft Team Roles:
Roles Responsibilities
Principal Architect The Principal Architect will lay the foundation and provide overall technical leadership and will lead
the efforts around strategic planning of the tasks under this SOW. l
Project activities include:
4
j
• Provide foundational work and technical oversight
• Participate in project kick-off and planning sessions
Lead discovery effort and assist with defining platform and project requirements
Collaborate with End Customer architects and SMEs to define the overall enterprise
architecture r
Provide technical oversight for project work
j
Solution Architect Conduct discovery activities to understand business requirements
• Study,review,and recommend the design and approach
• Assist with detail technical design
�• Review overall architectural design meets the projects functional and non-functional
requirements and incorporates MuleSoft best practice
• Assist with building,deploying and releasing the solution
• Assist with defining test cases
• Provides input in testing and operational processes
• Supports testing process by resolving Identified defects
• Provides MuleSoft subject matter expertise
Senior Consultant Assist
' t with discovery activities
''. Assist with building,deploying and releasing the solution
• Assist with defining test cases
Provides input in testing and operational processes
Supports.... .... ..............9 p ... _....Y . .9 . _.,. ..facts J
testing process b resolving identi ie de
MuleSoft, carahsoft,
A Salesforce Company
+ Provides MuleSoft subject matter expertise
Delivery Manager Assist End Customer Project Manager with MuleSoft specific project activities such as:
• Provide MuleSoft high level project structure
• Monitor and report on project status and MuleSoft time and expenses
• Assist with MuleSoft issues and risks tracking and resolution
�• Manage MuleSoft consumed hours,budget,and status
End Customer Team Roles:
Roles Responsibilities
End Customer Project 0 Provide overall project direction and guidance.Demonstrate senior management
Manager a commitment through active participation in the project.
• Ensure availability and commitment of the End Customer contributors.
Serve as escalation point for unresolved issues.
• Managing scope and technical resources
• Assist with the coordination of the End Customer's SM£and IT resources schedules and
resolve internal barriers to progress.
E• Drive a project plan to ensure key milestones are achieved for project success
End Customer Test Lead • Create test cases supporting the functional and non-functionai requirements
• Execute test cases during the testing phase of the projects
Enid Customer Subject • Participate in the requirements and planning sessions spanning iterative design process for 11
Matter Experts(SMEs) the user interfaces,documentation and training.
'• Provide subject matter expertise in integration and additional endpoints.
• Participate in the User Acceptance Testing.
End Customer MuleSoft a Participate in use case development as part of being enabled.
ArchitecUDeveloper(s) i Design and develop features and functionality
• Define and create test cases
+ Conduct unit testing for implemented solution
Provide ongoing assessments of deployed solutions
Participate in knowledge transfer
f
I
End Customer IT j• Provide network support.
Operations is Provide security requirements.
+ Participate in architecture discussionsldecisions.
• Oversee and participate in knowledge transfer.
i• Provide general support for network and system access as required.
+ Provide ongoing operations support after go-live.
End Customer Integration Responsible for MuleSoft IT operations tasks after go-live.
Admin s
MuCeSoft' carahsoft,
A 5alesforce Company
*End Customer may designate employees or agents of Subdistributor to perform these roles.
Engagement prerequisites
End Customer will provide MuleSoft with any relevant technical and resource information to enable sufficient preparation for a
successful project.This may include:
• Functional and non-functional requirements documents including
o Security and Architecture diagrams
o Design documents
o Sequence diagrams and workflows
o Data structures
o interface specifications
o Data mapping documents
o File formats
• In lieu of MuleSoft consultants being able to utilize their own laptops to access End Customer systems,laptops
provisioned for MuleSoft staff to utilize
• Access to endpoint systems
Assumptions
MuleSoft's ability to perform the Services and corresponding estimate(s)depends upon End Customer's fulfilment;as applicable,
of the following obligations and the following project assumptions:
• End Customer will provide a Project Manager who will be the primary interface for the coordination and management
of any MuleSoft activities.
• End Customer shall provide MuleSoft the infrastructure set up, testing data (if any) and timely access to relevant
functional, technical and business resources, such as appropriate architects and engineers with adequate skills and
knowledge,to support the performance of Services.
• MuleSoftwill require availability and full access rights(whether console or remote as required by MuleSoft)to the target
environment(physical or virtual server).
• Contact information(email,desk phone;mobile phone)will be made available for projectmembers.
• Services will be performed onsitelremotely as mutually agreed between End End Customer and MuleSoft.
• End Customers development team will attend MuleSoft Anypoint Platform Development:Fundamentals
• End Customer's Operations team will complete Operations training before the Production Deployment phase of the
project,
• One workday is defined as 8 work hours.
• End Customer will execute System/UAT Testing with MuleSoft fesource(s)to provide support by triaging and fixing
defects.
• Mule5oft training and certification classes are not part of this 50W's scope,
• This estimate doesn't cover any hardware or software licensing costs.
• End Customer will be responsible for installing and implementing deployment tools(e.g.Maven,Jenkins etc.)as well
as source control tools(Git,SVN etc.)for this engagement.
• This estimate is based on the high-level requirements MuleSoft team has at this time.
+ End Customer SMEs will be available throughout the project to provide guidelines and communication support.
• End Customer team will be responsible for providing data for testing activities.
• End Customer IT team will be available to answer questions in a timely manner.
+ End Customer team is responsible for providing the data mapping requirements in a timely fashion.
+ End Customer network team will be responsible for network connectivity between Anypoint Platform components and
customer systemslappiications.
• It is assumed that this engagement doesn't include scope for implementing the additional Phase 118 use cases or any
of the Phase 2 use cases
• This engagement doesn't include any scope to build any custom connectors or API policies.
*End Customer may designate employees or agents of Subdistributor to perform these tasks
End Customer Requirements
MuleSoft carahsoftO.
A Salesforce Company
• Documents:Provide necessary design documents to MuleSoft consultants so MuleSoft has the insight to support the
identified tasks,
• Hardware and Facilities:If appropriate,provide office space,phones,network connectivity and computer systems for
any on-site personnel.
• Licenses:Obtain the software products identified in this SOW and third party licenses for development tools as needed
to support the development and maintenance efforts.
• Business Experts:Provide timely access to business experts in order to resolve business process and data modelling
issues. If necessary, End Customer will provide a translator to allow MuleSoft to work with non-English-speaking
business experts.
• Technical Consultancy:Provide timely access to technical resources for supporting contractors
Price and Payment Schedule
The estimated duration and pricing for the Services are set forth below.Services will be completed on a Time&Materials basis.
Acceptance of Services is upon delivery.
Resource Estimated Duration(Hrs.) Rate per Hr. Estimated Cost
Solution Architect 920 hours $284.59 $261,822.80
Senior Consultant 1 760 hours $237.16 $180,241.60
Senior Consultant 2 760 hours $237.16 $180,241.60
Delivery Manager 475 hours $237.16 $112,651.00
Total: $734,957.00
Travel Cost(Estimated) NIA N/A $97,900
TOTAL(With Travel): $832,857.00
Carahsoft will invoice the Aqua Metric for the actual hours worked on a monthly basis with payment terms net 30 days.Any hours
under this SOW not consumed within twelve (12) months from the date of execution of this SOW will expire with no further
obligation from Carahsoft.Any hours listed in above table not utilized within twelve(12)months from the date of execution of this
SOW can be extended by a$0 change order process mutually agreed by MuleSoft and Carahsoft.The$0 change order does not
apply for hours beyond the hours listed in above table.
The estimated total for this SOW is for the labour costs and does include all costs for travel,living,or other expenses,which are
additional and payable by End Customer. MuleSoft requests at least four weeks advance notice for Services after execution of
the SOW.Travel and Expense cost not to exceed $97,900 for this SOW.All travel will be done in accordance with customers
GSA per diem rates.
The Services will be performed on-site at the End Customer's offices and off-site at MuleSoft offices as appropriate.In accordance
with the MuleSoft travel policy,MuleSoft resources operate on a 5-4-3 work week that includes 5 days working on End Customer-
related activities,4 days at the End Customer site,and 3 nights away from home.This schedule typically corresponds to arriving
at the End Customer work site on Monday morning and leaving on Thursday evening. Specific exceptions to this policy can be
granted as needed.
Change Order
if at any point during the project the obligations or assumptions change,then a change order request must be issued.The change
order request will address the adjustment to the project's scope,timelines andlor resources.
Additional Reimbursable Casts:
Reasonable expenses including travel and living costs and other project related costs (such as hardware and software which,
with End Customer prior approval may be acquired by MuleSoft to support the project implementation)shalt be invoiced to End
Customer(approval of expenses in advance shall be required).MuleSoft consultants will be entitled to home(or equivalent)visits
every
MuleSofto carahsoft,
A Salesforce Company
weekend unless an agreement is reached on a ease-by-case basis. Budgetary travel costs are estimated to be 20%-25%of
labour costs and should be incorporated into any required purchase order to ensure timely payment.
Hardware Siizina:
If Subdistributor andlor End Customer requires MuleSoft to provide a sizing and performance evaluation of hardware under this
SOW, it will be provided solely in an advisory capacity and is only for End Customer's informational and internal use. End
Customer acknowledges that it assumes responsibility for ensuring the platform's hardware capacity and scaiability meets its
project specific requirements.
Aqua Metric r Carahsoft Technology Cori).
By: � By: � ��
Print Name: f`le Print Name: Elaine Shadid
Title: +:� kAx)- Title: Customer Operations Specialist
Date: �`�- Date: 11/26/2019
Address: 14 CA;0 L04- . ��,- Address:11493 Sunset Hills Road,
Suite 100
�°� Reston,VA 20190
01-339(Back)
' �M (Rev,4-1318)
Texas Sales and Use Tax Exemption Certification
This certificate does not require a number to be valid.
Name of purchaser,firm or agency
Thirkettle Corporation DBA Aqua Metric Sales Company
Address(Street&number,P.O.Box or Route number) Phone(Area code and number)
4050 Plat Rock Drive 210-967.6300
City,State,ZIP code
Riverside, CA 92505
I, the purchaser named above, claim an exemption from payment of sales and use taxes(for the purchase of taxable
items described below or on the attached order or invoice) from:
Seller: Mulesoft 1 Carahsoft Technology Corp.
Street address: 11493 Sunset Hills Road Suite 100 City, State, ZIP code: Reston, VA 20190
Description of items to be purchased or on the attached order or invoice:
Product Purchased for tax exempt utility Cily of Fort Worth
Purchaser claims this exemption for the following reason:
Items for resale to a tax exempt utility City of Fort Worth
I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with
the provisions of the Tax Code and/or all applicable law.
I understand thatitis a criminal offense to give an exemption certificate to the sellerfortaxable items that/know,atthe time ofp urchase,
will be used in a manner otherthan thatexpressed in thiscertificate,and depending on the amountoftax evaded,the offense ma grange
From a Class C misdemeanor to a felony of the second degree.
Purchaser Title Date
here J�Al �, Operations 11/27/19
NOTE: This certificate cannot be issued for the purchase, lease, or rental of a motor vehicle.
THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID.
Sales and Use Tax"Exemption Numbers"or"Tax Exempt" Numbers do not exist.
This certificate should be furnished to the supplier.
Do=send the completed certificate to the Comptroller of Public Accounts.