HomeMy WebLinkAboutContract 53948-A1 CSC No. 53948-A1
FIRST AMENDMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 53948
This First Amendment to Fort Worth City Secretary Contract No. 53948 ("First
Amendment") is made between the City of Fort Worth ("Fort Worth"), a municipal corporation
and Carahsoft Technology Corporation ("Vendor").
WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth
City Secretary Contract No. 53948 beginning May 29, 2020 (the "Agreement") by virtue of the
Assignment from Thirkettle Corporation d/b/a Aqua Metric Sales Company, a California
corporation ("Assignor") to Fort Worth; and
WHEREAS, the Agreement Statement of Work references the Mulesoft End User License
Agreement ("EULA") that defines the terms of license renewal; and
WHEREAS, the Agreement Statement of Work references Quote #17330933 ("Quote")
that provides product line-item details of the Mulesoft products that were licensed to Fort Worth;
and
WHEREAS, the Agreement omitted the EULA and Quote as part of the official document
as filed by Fort Worth's City Secretary's Office; and
WHEREAS, Fort Worth desires to incorporate the EULA and Quote as part of the
Agreement; and
WHEREAS,the Mulesoft Anypoint MQ Base Subscription software module("Anypoint")
was also acquired by Assignor on behalf of Fort Worth; and
WHEREAS, the Agreement omitted the reference to the Anypoint as part of the
Assignment Agreement to transfer the Assignment of said module to Fort Worth; and
WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the
Agreement by adding an additional $40,837.89 for the annual license subscription for Anypoint;
and,
NOW THEREFORE,known by all these present, Fort Worth and Vendor, acting herein by
and through their duly authorized representatives, agree to the following terms, which amend the
Agreement as follows:
1. The Agreement is hereby amended by adding the Mulesoft End User License
Agreement, attached hereto as Attachment A.
2. The Agreement is hereby amended by adding Carahsoft Quote #17330933 and
Carahsoft Quote #24294646, attached hereto as Attachment B.
OFFICIAL RECORD
First Amendment to Fort Worth City Secretary Contract No. 53948 CITY SECRETARY
FT. WORTH, TX
3. The Agreement is hereby amended to increase the total annual spending authority
by an additional $40,837.89 per line 5 of Carahsoft Quote #24294646.
4. All other terms,provisions, conditions, covenants and recitals of the Agreement not
expressly amended herein shall remain in full force and effect.
[Signature Page Follows]
First Amendment to Fort Worth City Secretary Contract No. 53948 Page 2 of 5
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
Dana Bur4do-fiF of this contract,including ensuring all performance
By: Dana Burghdoff(6ec 17,202015:31 CST) and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
Date: 12/17/2020 B Richard)c 9,202016:43 CST)
Y:
Name: Richard Lisenbee
Approval Recommended: Title: Senior IT Manager,Water Department
Approved as to Form and Legality:
tod e h`�
By:
Christopher H rder(Dec1 j2008:26 CST)
Name: Chris Harder
Title: Director,Water Department By: J����2020133:41CST)133:41CST)
Name: John B. Strong
Attest: o4�F0Rl� a Title: Assistant City Attorney
O�°°°°°°°°°o0a�
a�o °os►� Contract Authorization:
�o o x M&C: C-27726
By: { U�}i 0 ° °
U ad000000000000
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Name: Mary J.Kayser d d
Title: City Secretary a��nEXA5o4
VENDOR:
Carahsoft Technology Corporation
A. "5r,cd6
By:
Name: Kristina Smith
Title: Contracts Director
Date: 12/10/2020
OFFICIAL RECORD
CITY SECRETARY
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First Amendment to Fort We ~g o4 d No. 53948 Page 3 of 5
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ATTACHMENT A
MULESOFT END USER LICENSE AGREEMENT
First Amendment to Fort Worth City Secretary Contract No. 53948 Page 4 of 5
MuleSoft End User License Agreement (EULA)
1. Definitions.
1.1 "Affiliate" means any entity that End Customer, directly or indirectly, controls; an entity that controls
End Customer; or an entity that is under common control with End Customer. For purposes of this
provision, "control" means ownership of at least fifty percent (50%) of the outstanding voting shares of
the entity.
1.2 "Cloud Offerings" means the proprietary MuleSoft web-based products and services that may be set
forth on an Order Form and subsequently made available by MuleSoft (through Partner, pursuant to this
Agreement)via the End Customer login link at anypoint.mulesoft.com and other web pages designated
by MuleSoft including associated offline components, as described in the Documentation (but excluding
Third Party Solution Components or infrastructure).
1.3 "Confidential Information" means all code, inventions, know-how, business,technical and financial
information that one party ("Receiving Party") obtains from the other party("Disclosing Party");
provided that such information is identified as confidential at the time of disclosure or should be
reasonably known by the Receiving Party to be Confidential Information due to the nature of the
information disclosed and the circumstances surrounding the disclosure; and provided further that any
software, documentation or technical information provided by MuleSoft (or its agents), performance
information relating to the Software, shall be deemed Confidential Information of MuleSoft without any
marking or further designation.
1.4"Core" means either a physical CPU core or a "virtual core" (also referred to as a vCPU), which is a
logical partition of a physical CPU core.
1.5 "End Customer Data" means End Customer's electronic data other than Log Data.
1.6 "Documentation" means the technical specification documentation generally made available by
MuleSoft to its subscription customers with regard to the Software.
1.7 "Materials" means any materials provided by MuleSoft to End Customer in connection with the
provision of Services.
1.8 "Order Form" means the relevant ordering document referencing or incorporating this Agreement
and reflecting the Software licenses, Cloud Offerings, Services, and Support and Maintenance (as
applicable), purchased by End Customer from Partner.
1.9 "Services" means professional consulting services purchased by End Customer in the applicable
Order Form and SOW and relating to training and assistance with Software or Cloud Offerings
installation, deployment, or usage.
1.10 "Software" means (i)the proprietary MuleSoft software products that are deployed on End
Customer's premise and that are specified in an Order Form; and (ii) all related Documentation for and
any Support and Maintenance releases of the same Software (but excluding Third Party Solution
Components).
1.11 "SOW" means a Statement of Work between MuleSoft and End Customer or Partner and End
Customer with respect to Services.
1.12 "Subscription" means the End Customer's right to access and use the relevant Software or Cloud
Offerings and Support and Maintenance on a subscription basis, as and to the extent listed on an Order
Form.
1.13 "Subscription Term" means the duration of a Subscription as set forth on an Order Form.
1.14"Support and Maintenance" means the applicable support and maintenance services as provided
for in the following link: https://www.mulesoft.com/legal/support-maintenance-terms.
1.15 "Term" means the period commencing as of the Effective Date and expiring on the day that the last
Subscription Term under this Agreement terminates.
1.16 "Third Party Solution Components" means online applications and offline software that are
provided by entities or individuals other than MuleSoft and that interoperate with the Software or Cloud
Offerings.
1.17 "Users" means the End Customer's employees and contractors which are authorized by End
Customer to access and use Software or Cloud Offerings purchased under an Order Form.
1.18 "VCore" means a unit of compute capacity for processing on CloudHub platform,which is equal to
one core.
1.19 "Warranty Period" means a period of thirty(30) days following the commencement of the relevant
Subscription Term.
2. License(s); Ownership.
2.1 License to Software; Access to Cloud Offerings. If and to the extent that the relevant Subscription
covers Software,then the terms and conditions of Attachment 1 to this Agreement shall govern End
Customer's access to and use of that Software. If and to the extent that the relevant Subscription covers
Cloud Offerings,then the terms and conditions of Attachment 2 to this Agreement shall govern End
Customer's access to and use of the Cloud Offerings. With respect to the rights granted under either
Attachment 1 or Attachment 2, End Customer covenants that it will (and will cause its Affiliates and
Users to) not use or run on any of Customer's computers, or have deployed for use, a copy of the
Community Edition version of the Software and will comply with all applicable laws and regulations in
the exercise of such rights.
2.2 Ownership.
(a) Software and Cloud Offerings. Notwithstanding anything to the contrary contained herein, except for
the limited license rights expressly provided under a fully paid Subscription, MuleSoft and its suppliers
have and will retain all right,title and interest in and to the Software and the Cloud Offerings (including,
without limitation, all patent, copyright, trademark,trade secret and other intellectual property rights)
and all copies, modifications and derivative works thereof. End Customer acknowledges that it is
obtaining only a limited license right to access and use (as the case may be)the Software or Cloud
Offerings and that irrespective of any use of the words "purchase," "sale," or like terms hereunder no
ownership rights are being conveyed to End Customer under this Agreement or otherwise. In addition,
MuleSoft will have a royalty-free,worldwide, irrevocable, perpetual license to use for any purpose any
suggestions, enhancement requests, recommendations or other feedback provided by End Customer,
including Users, relating to the Software or Cloud Offerings.
(b) Services Work Product. End Customer shall have a license right to use or access any work product or
Materials delivered as part of the Services provided by Partner or MuleSoft, solely for its internal
business purposes and solely in connection with (as the case may be)the Software or Cloud Offerings
regarding which the Services were commissioned. Other than the limited license described in the prior
sentence, MuleSoft shall retain all right,title and interest in and to any such Materials and Services work
product delivered by MuleSoft and any derivative, enhancement or modification thereof and End
Customer maintains ownership of its Confidential Information.
2.3 Subscription Term and Renewals. Unless otherwise designated in the Order Form,the term of any
Subscription shall be one (1)year commencing on the Effective Date of the applicable Order Form. Each
Subscription Term shall automatically renew for subsequent periods of the same length as the initial
Subscription Term unless either party gives the other written notice of termination at least thirty(30)
days prior to expiration of the then-current Subscription Term.
3.Term and Termination.
3.1 Term and Termination.This Agreement is effective during the Term. Partner may terminate this
Agreement (including all related Order Forms) if End Customer fails to cure any material breach of this
Agreement within thirty(30) days after written notice of such breach.Termination is not an exclusive
remedy for Partner(or MuleSoft), and the exercise of a termination right (or of any remedy under this
Agreement) will be without prejudice to any other remedies Partner or MuleSoft may have under this
Agreement, by law, or otherwise. Either Partner or End Customer may terminate this Agreement
(including all related Order Forms) if the other party: (a)fails to cure any material breach of this
Agreement within thirty(30) days after written notice of such breach; (b) ceases operation without a
successor; or (c) seeks protection under any bankruptcy, receivership,trust deed, creditors
arrangement, composition or comparable proceeding, or if any such proceeding is instituted against
such party(and not dismissed within 60 days thereafter)). For clarity, as a third party beneficiary to this
Agreement, MuleSoft shall have the right to enforce all rights of Partner hereunder.
3.2 Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) any
amounts owed to Partner or MuleSoft under this Agreement before such termination will be
immediately due and payable; (b) End Customer shall cease any and all use of the (as the case may be)
Cloud Offerings or Software, and destroy all copies of the latter and so certify to MuleSoft or Partner in
writing; (c) End Customer will return to Partner or MuleSoft, MuleSoft's Confidential Information that it
obtained during the course of this Agreement; and (d) End Customer must certify in writing to MuleSoft
or Partner that it has returned or destroyed all MuleSoft Confidential Information.
3.3 Suspension of Cloud Offerings. In addition to its other rights under this Section 3, MuleSoft or
Partner may suspend or terminate End Customer's access to the Cloud Offerings upon written notice in
order to: (a) prevent damage to or degradation of,the Cloud Offerings caused by End Customer; or(b)
comply with any law, regulation, court order, or other governmental request or order which requires
immediate action. If suspended, MuleSoft will promptly restore use of the Cloud Offerings to End
Customer as soon as the event giving rise to the suspension has been resolved to MuleSoft's
satisfaction.
3.4 Survival. Sections 2.2, 2.3, 3.2, 3.4, 4.5, 6, shall survive any termination or expiration of this
Agreement.
4. Warranties.
4.1 Limited Warranties.The limited warranties and remedies applicable to the Software or Cloud
Offerings, are as expressly set out in Attachment 1 and Attachment 2, respectively. With respect to
Services, Partner warrants only that the relevant Services will be performed consistent with generally
accepted industry standards. If the Services performed do not conform to such warranty, Partner or
MuleSoft will re-perform the non-conforming Services.The remedies in Attachment 1, Attachment 2
and 4.2 are End Customer's sole and exclusive remedies for breach of the relevant warranty and are
MuleSoft's sole and exclusive liability for breach of such warranty.
4.2 Warranty Exclusions.The warranties (if any) in Attachment 1,Attachment 2 and Section 4.2 are
made to and for the benefit of End Customer only.The warranties will apply only if(a)the relevant
MuleSoft product has been properly installed and used in accordance with the instructions in the
applicable Documentation; (b) no modification, alteration or addition has been made to the relevant
MuleSoft product by anyone other than MuleSoft or Partner; and (c) MuleSoft receives written
notification of the breach during the Warranty Period, and in the case of Services provided by Partner or
MuleSoft, within ten (10) days following the performance of the relevant Services.The above warranties
shall not apply: (i)to defects in the MuleSoft product due to negligence, abuse or improper use by End
Customer; or(ii) items provided on a no charge or evaluation basis.
4.3 DISCLAIMER OF WARRANTIES.THe warranties (if any) listed in attachment 1, attachment 2, and
section 4.2 are LIMITED WARRANTies AND EXCEPT AS EXPRESSLY SET FORTH IN attachment 1,
attachment 2, and section 4.2,THE SOFTWARE, documentation, Cloud Offerings, all services PROVIDED
BY MULESOFT and work product resulting from services PROVIDED BY MULESOFT, all materials, and
support and maintenance are all PROVIDED "AS IS" without warranty of any kind. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING DISCLAIMER, MULESOFT DOES NOT WARRANT THAT THE
SOFTWARE OR CLOUD OFFERINGS (i) WILL OPERATE UNINTERRUPTED, (ii) WILL BE FREE FROM DEFECTS,
OR (iii) HAVE BEEN DESIGNED TO MEET END CUSTOMER'S SPECIFIC BUSINESS REQUIREMENTS. NEITHER
MULESOFT NOR ITS suppliers MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE,
FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.TO THE FULL EXTENT PERMITTED BY
LAW,THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE
LIMITED WARRANTY PERIOD.
5. Support& Maintenance
5.1 Support and Maintenance. During the time that End Customer has paid the applicable Subscription
fees, MuleSoft on behalf of Partner shall provide Support and Maintenance during the Subscription
Term in accordance with MuleSoft's then-current standard support policies. End Customer agrees to
provide Partner and MuleSoft with such cooperation, materials, information, access and support which
MuleSoft deems to be reasonably required to allow MuleSoft to successfully provide the Software,the
Cloud Offerings, and Support and Maintenance, as purchased from Partner. End Customer understands
and agrees that MuleSoft's obligations hereunder are expressly conditioned upon End Customer
providing such cooperation, materials, information, access and support.
S.2 End Customer Use of Third Party Solution Components. Under this Agreement MuleSoft provides
only the Software,the Cloud Offerings, Services and Support and Maintenance with respect to each of
the Software and Cloud Offerings. MuleSoft does not provide any warranty on, and does not provide
Support and Maintenance on Third Party Solution Components. MuleSoft may provide End Customer
with links and instructions for obtaining Third Party Solution Components or provide access to them
(e.g.,through MuleSoft cloud connectors), but it is End Customer's sole responsibility to properly license
and install any required Third Party Solution Components from the relevant third party providers.
MuleSoft will have no liability with respect to any Third Party Solution Components. If applicable, prior
to MuleSoft starting any Services that require the use of Third Party Solution Components, End
Customer will provide documentation to MuleSoft confirming that End Customer can provide the rights
necessary to allow MuleSoft to modify the Third Party Solution Component software if necessary.
6. Indemnification.
6.1 Indemnity by MuleSoft. Subject to the remainder of this Section 6, MuleSoft shall defend End
Customer against any third party claim that the Software or Cloud Offerings infringes such third party's
patent or copyright(an "Infringement Claim"), and indemnify End Customer from the resulting costs and
damages awarded against End Customer to the third party making such Infringement Claim, by a court
of competent jurisdiction or agreed to in settlement; provided that End Customer: (i) notifies MuleSoft
promptly in writing of such Infringement Claim, (ii) grants MuleSoft sole control over the defense and
settlement thereof, and (iii) reasonably cooperates in response to a MuleSoft request for assistance.
MuleSoft will have the exclusive right to defend any such Infringement Claim and make settlements
thereof at its own discretion, and End Customer may not settle or compromise such Infringement Claim,
except with prior written consent of MuleSoft.
6.2 Options. Should any Software or the Cloud Offerings become, or in MuleSoft's opinion be likely to
become,the subject of such an Infringement Claim, MuleSoft shall, at its option and expense, (a)
procure for End Customer the right to make continued use of the Software or Cloud Offerings, (b)
replace or modify such so that it becomes non-infringing, or(c) request return of the Software or
termination of the access to the Cloud Offerings and upon such request the corresponding licenses
under Attachment 1 or 2 shall be terminated and MuleSoft shall refund the price paid by End Customer
for the Subscription Term in which the Infringement Claim was asserted, less a pro rata portion of the
Subscription fee reflecting that portion of the Subscription Term that was fulfilled prior to termination.
6.3 Exclusions. MuleSoft will have no obligation for claims of infringement resulting from (i) any
modification of the Software by a party other than MuleSoft if such infringement would have been
avoided in the absence of such modifications; (ii) End Customer's failure, within a reasonable time
frame,to implement any replacement or modification of Software or Cloud Offerings provided by
MuleSoft; (iii) any combination, operation, or use of the Software or Cloud Offerings with any products,
equipment, software, hardware, data, or business processes not supplied by MuleSoft, including without
limitation Third Party Solutions Components and End Customer Data if such infringement would not
have occurred without the combination (iv) use for a purpose or in a manner for which the Software or
Cloud Offerings were not designed, (v) any intellectual property right owned or licensed by End
Customer, excluding the Software or Cloud Offerings, or (vi) End Customer using the Software or Cloud
Offerings after MuleSoft notifies End Customer to discontinue using due to such a claim.
6.4 Indemnity by End Customer. End Customer shall defend MuleSoft against any third party
Infringement Claim to the extent that they arise from any combination of Software or Cloud Offerings
provided by MuleSoft with products, data or business processes not supplied by MuleSoft, and
indemnify MuleSoft for any damages, attorney fees and costs finally awarded against MuleSoft as a
result of, or for any amounts paid by MuleSoft under a court-approved settlement of, an Infringement
Claim against MuleSoft; provided that MuleSoft (a) promptly gives End Customer written notice of the
Infringement Claim against MuleSoft; (b)gives End Customer sole control of the defense and settlement
of the Infringement Claim against MuleSoft (provided that End Customer may not settle any
Infringement Claim against MuleSoft unless the settlement unconditionally releases MuleSoft of all
liability); and (c) provides to End Customer all reasonable assistance, at End Customer's expense.
6.5 Limitation.THIS SECTION STATES END CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND MULESOFT'S
ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.
7. Limitation of Remedies and Damages.
7.1 MULESOFT SHALL NOT BE LIABLE FOR (1)ANY COST OF COVER OR ANALOGOUS COSTS RELATED TO
THE PROCUREMENT OF REPLACEMENT SERVICES; OR (11)ANY LOSS OF USE, LOST DATA, FAILURE OF
SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS),
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,TORT(INCLUDING NEGLIGENCE),
STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN
ADVANCE.
7.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, MULESOFT'S TOTAL AGGREGATE
LIABILITY RELATING TO END CUSTOMER'S SUBLICENSE OF MULESOFT PRODUCTS, MULESOFT'S
PROVISION OF SUPPORT AND MAINTENANCE OR SERVICES PROVIDED BY MULESOFT SHALL BE LIMITED
TO PROVEN DIRECT DAMAGES CAUSED BY MULESOFT'S SOLE NEGLIGENCE IN AN AMOUNT NOT TO
EXCEED THE FEES ACTUALLY PAID BY PARTNER TO MULESOFT FOR THE PRODUCTS, SUPPORT AND
MAINTENANCE, SERVICES REFERENCED IN THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
7.3 The provisions of this Section 7 allocate risks between End Customer and MuleSoft relating to End
Customer's sublicense of MuleSoft Products. MuleSoft's fees for the Software, Cloud Offerings, Services
and Support and Maintenance reflect this allocation of risks and limitation of liability.
7.4 OTHER THAN CLAIMS FOR SUBSCRIPTION FEES AND INTEREST THEREON, END CUSTOMER SHALL
NOT BRING ANY CLAIM AGAINST MULESOFT BASED ON OR ARISING OUT OFTHIS AGREEMENT
(INCLUDING WITHOUT LIMITATION, CLAIMS RELATING TO THE SOFTWARE OR THE CLOUD OFFERINGS)
MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.
8. Confidential Information.
Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose
any Confidential Information.The Receiving Party's nondisclosure obligation shall not apply to
information which the Receiving Party can document: (i) was rightfully in its possession or known to it
prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault
of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach
of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party
who had no access to such information; or(v) is required to be disclosed pursuant to a regulation, law or
court order(but only to the minimum extent required to comply with such regulation or order and with
advance notice to the Disclosing Party). Each party will only disclose Confidential Information to its
employees, agents, representatives and authorized contractors (collectively"Representatives") having a
need to know for the purposes of this Agreement. Each party will notify and inform such
Representatives of each party's limitations, duties, and obligations regarding use, access to, and
nondisclosure of Confidential Information and will obtain or have obtained its Representatives'
agreements to comply with such limitations, duties, and obligations with regard to such Confidential
Information no less restrictive than those contained herein. Each party is liable for all acts and omissions
of the Representatives related to the other party's Confidential Information. Each party agrees to give
notice to the other party immediately after learning of or having reason to suspect a breach of any of
the proprietary restrictions set forth in this Section.The Receiving Party acknowledges that disclosure of
Confidential Information would cause substantial harm for which damages alone would not be a
sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing
Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might
have at law.
ATTACHMENT
License Grant: Software
1. Grant of License. Subject to all of the terms and conditions of this Agreement, during the relevant
Subscription Term, MuleSoft grants to End Customer a non-transferable, non-sublicensable, non-
exclusive license to use the Software in object code form for End Customer's own internal business
operations, but only in accordance with (i)the Documentation, (ii)this Agreement, and (iii) and all
restrictions set forth in the applicable Order Form, including without limitation restrictions related to
servers, users, and number of sub-licensed Cores (i.e., the total number of Cores which are running the
Software cannot exceed the number of Cores with respect to which the End Customer has sub-licensed
), computer, website, or field of use. In addition, any third party providing services ("Third Party Service
Providers")to the End Customer may use the Software solely for End Customer's internal benefit and
solely within the scope of the restrictions just described. End Customer shall be liable for all violations of
this Agreement by its Third Party Service Providers.
2. Installation and Copies. End Customer may copy and install on End Customer's computers for use only
by End Customer's employees and Third Party Service Providers one (1) copy of the Software for each
Subscription designated in the applicable Order Form. End Customer may also make one copy of the
Software for archival purposes.
3. Use by Affiliates. Subject to the terms and conditions of the Agreement and of this Attachment 1, End
Customer's Affiliates may use the licenses granted to End Customer, provided that: (a) such use is only
for the aggregate benefit of End Customer and its Affiliates; (b) End Customer remains responsible for
each such Affiliate's compliance with the terms and conditions of this Agreement and of each Order
Form; (c) End Customer provides MuleSoft advance written notice of each such Affiliate usage; (d)
subject to the following subsection (e), use of the Software by all Affiliates and End Customer in the
aggregate must be within the restrictions in the applicable Order Form; and (e) notwithstanding the
foregoing,Affiliates may not use End Customer's rights under any "enterprise wide" or unlimited Core
(or other unlimited quantity) licenses unless Affiliate usage is specifically designated in the applicable
Order Form.
4. License Restrictions. End Customer shall not (and shall not allow any third party to): (a) decompile,
disassemble, translate, reverse engineer or otherwise attempt to derive source code from any
encrypted or encoded portion of the Software, in whole or in part, nor will End Customer use any
mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of
the Software or encourage or permit others to do so, except and only to the extent that applicable law
prohibits or restricts reverse engineering restrictions (provided, however, before End Customer
exercises any rights that End Customer believes to be entitled to based on mandatory law, End
Customer shall provide MuleSoft with thirty(30) days prior written notice and provide all reasonably
requested information to allow MuleSoft to assess End Customer's claim and, at MuleSoft's sole
discretion,to provide alternatives that reduce any adverse impact on MuleSoft's intellectual property or
other rights); (b) sell, sublicense, rent, lease, distribute, market, or commercialize for any purpose,
including timesharing or service bureau purposes: (i)the Software, (ii) any modified version or derivative
work of the Software created by the End Customer or for the End Customer, or(iii) any MuleSoft
software, either modified or not, licensed under an open source license; (c) create, develop, license,
install, use, or deploy any third party software or services to circumvent, enable, modify or provide
access, permissions or rights that violate the technical restrictions of the Software, any additional
licensing terms provided by MuleSoft via product documentation, notification, and/or policy change
posted at http://www.mulesoft.com, and the terms of the Agreement; (d) remove any product
identification, proprietary, copyright or other notices contained in the Software; (e) modify or create a
derivative work of any encrypted or encoded portion of the Software, or any other portion of the
Software; or(f) publicly disseminate performance information or analysis (including, without limitation,
benchmarks) from any source relating to the Software.
5. Open Source Software. The Software may include individual open source software components, each
of which has its own copyright and its own applicable license conditions. MuleSoft covenants that during
the Subscription Term it is compliant with such open source license conditions.
6. Limited Software Warranty. MuleSoft warrants,for End Customer's benefit only,that during the
Warranty Period,the Software shall operate in substantial conformity with the applicable
Documentation. If during the Warranty Period the Software does not substantially conform to the
description contained in the applicable Documentation, MuleSoft's sole liability(and End Customer's
sole and exclusive remedy)for any breach of this warranty shall be for MuleSoft to correct the defects in
the Software. End Customer acknowledges that the Software is subscription-based and that, in order to
provide improved customer experience, MuleSoft may make changes to the Software and that in such
event, MuleSoft will update the Documentation accordingly.
ATTACHMENT 2
Grant of Access and Use: Cloud Offerings
1. Provisioning. MuleSoft will make the Cloud Offerings available to Users pursuant to this Agreement
and the relevant Order Forms during the Subscription Term. End Customer agrees that End Customer's
sublicenses hereunder are neither contingent on the delivery of any future functionality or features nor
dependent on any oral or written public comments made by MuleSoft regarding future functionality or
features. Subject to the terms and conditions of this Agreement in general and this Attachment 2 in
particular, and the relevant Order Form(s), MuleSoft grants End Customer a limited, worldwide, non-
assignable and non-exclusive license during the relevant Subscription Term to access and use the Cloud
Offerings.The foregoing access license is for the sole purpose of enabling End Customer to use and
enjoy the benefit of the Cloud Offerings as provided by MuleSoft, in the manner permitted by this
Agreement. .
2. Subscriptions; Account Limitations. Cloud Offerings are sublicensed as Subscriptions and may be
accessed by no more than the specified number of Wores set forth on an Order Form. Cloud Offerings
also may be subject to account limitations specified in the Order Form. End Customer is responsible for
using the Cloud Offerings to monitor compliance with such account limitations.
3. Use by Affiliates. Subject to the terms and conditions of the Agreement and of this Attachment 2,
Customer's Affiliates may use the licenses granted to Customer, provided that: (a) such use is only for
the aggregate benefit of Customer and its Affiliates; (b) Customer remains responsible for each such
Affiliate's compliance with the terms and conditions of this Agreement and of each Order Form; (c)
subject to the following subsection (d), use of the Cloud Offerings by all Affiliates and Customer in the
aggregate must be within the restrictions in the applicable Order Form; and (d) notwithstanding the
foregoing,Affiliates may not use Customer's rights under any unlimited Wore (or other unlimited
quantity) licenses unless Affiliate usage is specifically designated in the applicable Order Form.
4. Customer Data. MuleSoft maintains security of the Cloud Offerings in accordance with the following
policy: https://trust.salesforce.com/en/trust-and-compliance-documentation/mulesoft/. MuleSoft may
update this policy provided any such updates will not degrade or materially change MuleSoft's
obligations therein. All Cloud Offerings are SSAE 16 SOC 2 Type 2 certified and reports can be shared
with End Customer upon request. MuleSoft is level-1 PCI-DSS and ISO 27001 compliant. For the Cloud
Offerings, MuleSoft does not directly store, monitor, track, or inspect Customer Data, including
personally identifiable information (PII), and personal healthcare information (PHI). Customer may
configure the appropriate software settings based on Customer's use and security standards. MuleSoft
will not (a) modify End Customer Data, (b) disclose End Customer Data except as compelled by law or as
expressly permitted in writing by End Customer, or(c) access End Customer Data, except to access to
address service or technical problems.Any exchange of data between End Customer and any Third Party
Solutions Components (or by End Customer between two or more Third Party Solutions Components), is
solely between End Customer and the applicable provider of the Third Party Solutions Components.
5. Restrictions. End Customer will not (i) permit any third party to access the Cloud Offerings except as
permitted herein and in the relevant Order Form, (ii) create derivate works based on the Cloud
Offerings, (iii) copy,frame or mirror any part or content of the Cloud Offerings, (iv) decompile,
disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Cloud
Offerings, in whole or in part, nor will End Customer use any mechanical, electronic or other method to
trace, decompile, disassemble, or identify the source code of the Cloud Offerings or encourage or permit
others to do so (except and only to the extent that applicable law prohibits or restricts reverse
engineering restrictions), (v) access the Cloud Offerings in order to (a) build a competitive product or
service, or(b) copy any features, functions or graphics of the Cloud Offerings, (vi) sell, resell, rent or
lease the Cloud Offerings, (vii) use the Cloud Offerings to store or transmit infringing, libelous, or
otherwise unlawful or tortious material, or to store or transmit material in violation of third-party
privacy rights (or otherwise use the Cloud Offerings in violation of the Documentation or any MuleSoft
terms of service), (viii) store or transmit virus or other malicious code through the Cloud Offerings, (ix)
interfere with or disrupt the integrity or performance of the Cloud Offerings or third-party products or
data contained therein, or(x) attempt to gain unauthorized access to the Cloud Offerings or their
related systems or networks. End Customer acknowledges that End Customer is solely responsible for
complying with, and covenants to comply with, all laws applicable to End Customer and to End
Customer's use of the Cloud Offerings, including without limitation all laws and regulations relating to
the protection and non-disclosure of End Customer Data. Without limiting the generality of the
foregoing,the End Customer is solely responsible for using the Cloud Offerings in compliance with, any
applicable data privacy or personally identifiable information.
8. AWS Terms. MuleSoft uses the Amazon Web Service ("AWS") cloud infrastructure for its Cloud
Offering. End Customer acknowledges the use of the Cloud Offerings is subject to the terms and
limitations set forth in the AWS Customer Agreement: http://aws.amazon/com/agreement/.
9. Warranty. MuleSoft warrants, for End Customer's benefit only,that during the Warranty Period,the
Cloud Offerings shall perform materially in accordance with the Documentation. If during the Warranty
Period the Cloud Offerings do not perform materially in accordance with the Documentation, MuleSoft's
sole liability (and End Customer's sole and exclusive remedy)for any breach of this warranty shall be for
MuleSoft to correct the defects in the Cloud Offerings. End Customer acknowledges that the Cloud
Offerings is subscription-based and that, in order to provide improved customer experience, MuleSoft
may make changes to the Cloud Offerings and that in such event, MuleSoft will update the
Documentation accordingly.
ATTACHMENT S
CARAHSOFT QUOTES
QUOTE #17330933
QUOTE #24294646
First Amendment to Fort Worth City Secretary Contract No. 53948 Page 5 of 5
Government - Price Quotation
MuleSoft Government at Carahsoft
MuleSoft " CarahsoftTechnologY Corp.
Carahsoft.
11493 SUNSET HILLS ROAD I Suite 100 1 Reston,Virginia 20190
Phone(703)871-8S00 I Fax(703)871-8SOS I Toll Free(888)662-2724
www.carahsoft.com I sales@carahsoft.com
TO: Robb Bailey FROM: Stephen Fink
Applications Manager Carahsoft Technology Corp.
City of Fort Worth 11493 Sunset Hills Road
Suite 100
Reston,Virginia 20190
EMAIL: william.bailey@fortworthtexas.gov EMAIL: Stephen.Fink@carahsoft.com
PHONE: (817)392-8272 PHONE: (703)230-7586 FAX: (703)871-8505
TERMS: FTIN:52-2189693 QUOTE NO: 17330933
Shipping Point:FOB Destination QUOTE DATE: 10/11/2019
Remit To:Same as Above QUOTE EXPIRES: 11/10/2019
Payment Terms: Net 30(On Approved Credit)
Cage Code: 1 P3C5 RFQ NO:
DUNS No:088365767 SHIPPING: ESD
Credit Cards:VISA/MasterCard/AMEX TOTAL PRICE: $2,721,064.89
Sales Tax May Apply
TOTAL QUOTE: $2,721,064.89
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE
BASEYEAR
1 ANYPOINTSUB- Anypoint Platform Base Subscription-Includes $129,669.02 OM 1 $129,669.02
TS Titanium Subscription
Anypoint Platform Base Includes:
QTY 2-Production Core
QTY 4-Pre-Production Core
MuleSoft
Start Date:09/24/2019
End Date:09/23/2020
2 APIMNGRANALYTICS-API Manager and Analytics-Includes Titanium $110,167.93 OM 1 $110,167.93
TS Subscription
MuleSoft
Start Date:09/24/2019
End Date:09/23/2020
3 ADDTNLPREPRODCORAEd-ditional Pre-Production vCore-Includes Titanium $26,696.73 OM 6 $160,180.38
TS Subscription
MuleSoft
Start Date:09/24/2019
End Date:09/23/2020
4 ADDTNLPRODCORE-Additional Production vCore-Includes Titanium $26,696.73 OM 8 $213,573.84
TS Subscription
MuleSoft
Start Date:09/24/2019
End Date:09/23/2020
BASE YEAR SUBTOTAL: $613,591.17
SERVICES
5 MuleServicesSA SERVICES:Consulting(Per Hour)-Solution $284.59 OM 920 $261,822.80
Architect
MuleSoft
6 MuleServiceSTC SERVICES:Consulting(Per Hour)-Senior $237.16 OM 760 $180,241.60
Technical Consultant
MuleSoft
7 MuleServiceSTC SERVICES:Consulting(Per Hour)-Senior $237.16 OM 760 $180,241.60
Technical Consultant
MuleSoft
8 MuleServicesDM SERVICES:Consulting(Per Hour)-Delivery $237.16 OM 475 $112,651.00
Manager
MuleSoft
CONFIDENTIAL QUOTE DATE: 10/11/2019
PAGE 1 of 3 QUOTE NO: 17330933
Government - Price Quotation
M u le S aft MuleSoft Government at Carahsoft ca ra hsoft.
Carahsoft Technology Corp.
11493 SUNSET HILLS ROAD I Suite 100 Reston,Virginia 20190
Phone(703)871-8500 1 Fax(703)871-8505 Toll Free(888)662-2724
www.carahsoft.com I sales@carahsoft.com
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE
SERVICES SUBTOTAL: $734,957.00
9 TC-Flex TRAINING:Flexible Training Credit $237.16 OM 200 $47,432.00
MuleSoft
10 TRAVEL-Z Travel and Expenses $97,900.00 OM 1 $97,900.00
MuleSoft-TRAVEL-Z
SUBTOTAL: $145,332.00
YEAR 2
11 ANYPOINTSUB- Anypoint Platform Base Subscription-Includes $129,669.02 OM 1 $129,669.02
TS Titanium Subscription
Anypoint Platform Base Includes:
QTY 2-Production Core
QTY 4-Pre-Production Core
MuleSoft
Start Date:09/24/2020
End Date:09/23/2021
12 APIMNGRANALYTICS-API Manager and Analytics-Includes Titanium $110,168.98 OM 1 $110,168.98
TS Subscription
MuleSoft
Start Date:09/24/2020
End Date:09/23/2021
13 ADDTNLPREPRODCORAEd-ditional Pre-Production vCore-Includes Titanium $26,696.74 OM 6 $160,180.44
TS Subscription
MuleSoft
Start Date:09/24/2020
End Date:09/23/2021
14 ADDTNLPRODCORE-Additional Production vCore-Includes Titanium $26,696.74 OM 8 $213,573.92
TS Subscription
MuleSoft
Start Date:09/24/2020
End Date:09/23/2021
YEAR 2 SUBTOTAL: $613,592.36
YEAR 3
15 ANYPOINTSUB- Anypoint Platform Base Subscription-Includes $129,669.02 OM 1 $129,669.02
TS Titanium Subscription
Anypoint Platform Base Includes:
QTY 2-Production Core
QTY 4-Pre-Production Core
MuleSoft
Start Date:09/24/2021
End Date:09/23/2022
16 APIMNGRANALYTICS-API Manager and Analytics-Includes Titanium $110,168.98 OM 1 $110,168.98
TS Subscription
MuleSoft
Start Date:09/24/2021
End Date:09/23/2022
17 ADDTNLPREPRODCORAEd-ditional Pre-Production vCore-Includes Titanium $26,696.74 OM 6 $160,180.44
TS Subscription
MuleSoft
Start Date:09/24/2021
End Date:09/23/2022
18 ADDTNLPRODCORE-Additional Production vCore-Includes Titanium $26,696.74 OM 8 $213,573.92
TS Subscription
MuleSoft
Start Date:09/24/2021
End Date:09/23/2022
YEAR 3 SUBTOTAL: $613,592.36
SUBTOTAL: $2,721,064.89
CONFIDENTIAL QUOTE DATE: 10/11/2019
PAGE 2 of 3 QUOTE NO: 17330933
Government - Price Quotation
40 M u le S aft MuleSoft Government at Carahsoft ca ra hsoft.
Carahsoft Technology Corp.
11493 SUNSET HILLS ROAD I Suite 100 Reston,Virginia 20190
Phone(703)871-8500 1 Fax(703)871-8505 Toll Free(888)662-2724
www.carahsoft.com I sales@carahsoft.com
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE
TOTAL PRICE: $2,721,064.89
TOTAL QUOTE: $2,721,064.89
All pricing is subject to an approved credit application from Aqua-Metric.Pricing is subject to change depending on Aqua-Metric credit
application.
•Any training listed under this Order Form not consumed within twelve(12)months of the execution of this Order Form will expire with
no further obligation from MuleSoft.
• Distributor is hereby authorized to sublicense the Products to Aqua-Metric(the"Subdistributor"),acting as subdistributor to Carahsoft
for the purposes of this order only.
As such,Carahsoft will require Subdistributor to flow the MuleSoft EULA to the End Customer directly and will obtain written
confirmation from Subdistributor evidencing End Customer's acceptance of the MuleSoft EULA.Upon request,Carahsoft will provide
such evidence of EULA acceptance to MuleSoft directly.MuleSoft has no
obligation to deliver the License Keys until such confirmation is received.The pricing herein shall be deemed Confidential Information of
MuleSoft and shall not be shared
with any third party.The price does not include any applicable taxes.
The Flexible Training Credit(s)listed on the Order Form hereunder shall be governed by the Training terms and conditions found at
https:/Itraining.mulesoft.com/legal/
training_terms_and_conditions
This purchase is governed by the End User License Agreement terms:https://www.mulesoft.com/legal/terms/EULA
CONFIDENTIAL QUOTE DATE: 10/11/2019
PAGE 3 of 3 QUOTE NO: 17330933
Government - Price Quotation
MuleSoft Government at Carahsoft ft� ,* carahs� .
M u ley a ft Carahsoft Technology Corp.
11493 SUNSET HILLS ROAD I Suite 100 1 Reston,Virginia 20190
Phone(703)871-8S00 I Fax(703)871-8SOS I Toll Free(888)662-2724
www.carahsoft.com I sales@carahsoft.com
TO: Robb Bailey FROM: Leslie Carpenter
Applications Manager Carahsoft Technology Corp.
City of Fort Worth Water Dept. 11493 Sunset Hills Road
920 Fournier St Suite 100
Fort Worth,TX 76102 Reston,Virginia 20190
EMAIL: william.bailey@fortworthtexas.gov EMA Leslie.Carpenter@carahsoft.com
PHONE: (817)392-8272 PHOP (703)673-3624 FAX: (703)871-8505
TERMS: FTIN:52-2189693 QUOTE NO: 24294646
Shipping Point:FOB Destination QUOTE DATE: 10/20/2020
pRemit To:Same as Above QUOTE EXPIRES: 11/25/2020
C a e odeeryp�&t 30(On Approved Credit) RF pN Qp
DUNS No:088365767 SHPPPING: ESD
Credit Cards:VISA/MasterCard/AMEX TOTAL PRICE: $697,381.28
Sales Tax May Apply
TOTAL QUOTE: $697,381.28
LINE NO. PART NO. DESCRIPTION QUOTE PRICE QTY EXTENDED PRICE
1 APIMNGRANALYTICS-API Manager and Analytics-Includes Titanium $131,685.42 OM 1 $131,685.42
TS Subscription
MuleSoft
Start Date: 12/01/2020
End Date:11/30/2021
2 ADDTNLPREPRODCORAEd-ditional Pre-Production vCore-Includes Titanium $26,696.74 OM 6 $160,180.44
TS Subscription
MuleSoft
Star[Date: 12/01/2020
End Date:11/30/2021
3 ADDTNLPRODCORE- Additional Production vCore-Includes Titanium $26,696.74 OM 8 $213,573.92
TS Subscription
MuleSoft
Start Date: 12/01/2020
End Date:11/30/2021
4 ANYPOINTSUB- Anypoint Platform Base Subscription-Includes $151,103.61 OM 1 $151,103.61
TS Titanium Subscription
Anypoint Platform Base Includes:
QTY 2-Production Core
QTY 4-Pre-Production Core
MuleSoft
Start Date: 12/01/2020
End Date:11/30/2021
5 ANYPOINTMQ Anypoint MQ Base Subscription $40,837.89 OM 1 $40,837.89
Anypoint MQ Base Subscription
MuleSoft
Start Date: 12/01/2020
End Date:11/30/2021
SUBTOTAL: $697,381.28
TOTAL PRICE: $697,381.28
CONFIDENTIAL QUOTE DATE: 10/20/2020
PAGE 1 of 2 QUOTE NO: 24294646
TOTAL QUOTE: $697,381.28
CONFIDENTIAL QUOTE DATE: 10/20/2020
PAGE 2 of 2 QUOTE NO: 24294646
Government - Price Quotation
CM), MuLeSoft MuleSoft Government at Carahsoft carahsoft.
Carahsoft Technology Corp.
11493 SUNSET HILLS ROAD I Suite 100 1 Reston,Virginia 20190
Phone(703)871-8500 1 Fax(703)871-8505 I Toll Free(888)662-2724
LINE NO. PART NO DESCRIPTION www.carahsoft.com I sales@carahsoft.com QUOTE PRICE QTY EXTENDED PRICE
All pricing is subject to an approved credit application from Aqua-Metric.Pricing is subject to change depending on Aqua-Metric credit
application.
•Any training listed under this Order Form not consumed within twelve(12)months of the execution of this Order Form will expire with
no further obligation from MuleSoft.
• Distributor is hereby authorized to sublicense the Products to Aqua-Metric(the"Subdistributor"),acting as subdistributor to
Carahsoft,who is in turn assigning the products and services under this quote to the City of Fort Worth for the purposes of this order
only.
The Flexible Training Credit(s)listed on the Order Form hereunder shall be governed by the Training terms and conditions found at
https://training.mulesoft.com/legal/training_terms_and_conditions
This purchase is governed by the MuleSoft End User License Agreement terms and the addendum to MuleSoft End User Licenses
Agreement,mutually agreed upon between the City of Fort Worth and Carahsoft.
Signature:
Email: Charmaine.Baylor@fortworthtexas.gov
CONFIDENTIAL QUOTE DATE 10/20/2020
PAGE 3 of 2 QUOTE NO: 24294646
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/17/2016
DATE: Tuesday,May 17,2016 REFERENCE NO.: C-27726
LOG NAME: 60AQUA METRIC
SUBJECT:
Authorize Agreement with Aqua-Metric Sales Company for the Planning,
Design and Implementation of Advanced Metering Infrastructure for the Water
Department in an Amount Not to Exceed$11,783,697.00(ALL COUNCIL
DISTRICTS)
RECOMMENI3ATION:
It is recommended that the City Council authorize an Agreement with Aqua-Metric Sales
Company for the Planning,Design and Implementation of Advanced Metering Infrastructure for
the Water Department in an amount not to exceed$11,783,697.00.
DISCUSSION:
On August 7,2012,(M&C C-25775)Westin Engineering,Inc.evaluated the feasibility of Advanced
Metering Infrastructure(AMI)and mobile workforce management(MWM)technologies for the Water
Department(FWWD). The Westin report showed that FWWD would realize tangible results from
investing in AMI, including improved business efficiencies through automation,increased
revenue by reducing unauthorized use and reduced water loss through Ieak detection.
On March 5,2013,(Resolution No.4185-03-2013)the City Council appointed a Water Utility Task
Force to determine the feasibility of pursuing public/private partnerships to add value or
lower costs to utility customers,identify alternatives for the management and operation of the
water and wastewater systems,assess legal and fiscal implications of any public/private
partnership and provide the City Council with recommendations.A Request for Information(RFI)
was issued June 5,2013 to obtain information needed by the Task Force and included(among
other considerations)requests for new revenue streams.The RFI yielded one proposal for new
revenue through the implementation of an AMI system.
On November 11,2013,(Resolution 4258-11-2013)the City Council adopted the findings of the
Water Utility Task Force and directed the City Manager to explore the new revenue stream
suggestions submitted,including the implementation of AMI.
In 2014, Texas voters approved a constitutional amendment to create the State Water
Implementation Fund for Texas(SWIFT)from the Rainy Day Fund to expand funding for
water-related projects.The Texas Legislature set aside a minimum of 20 percent of the funding
for conservation-related projects.The Texas Water Development Board(TWDB)created the SWIFT
Program and in the fall of 2015 began making Iow interest loans available for the regional
water plan recommended water management projects. The Region C State Water Plan includes Fort
Worth's AMI program in the recommended conservation projects.
On July 23,2015,the TWDB adopted Resolution No. 15-091,approving SWIFT financial assistance
to the City of Fort Worth for the AMI Program,and on September 01,2015 (M&C G-18549)the City
Council authorized a Financing Agreement with the TWDB to fund Phases 1 and 2 of the AMI
Program. The issuance of Water and Sewer System Revenue Bonds was approved on October 27,2015
(M&C G-18596).
On August 13, 2015,a Request for Qualifications was published by the City of Fart Worth's
Department of Financial Management Services,Purchasing Division,for services related to the
development and implementation of the AMI Program.
Ten(10)responses were received by the City on September 17,2015. The proposers were
evaluated for compliance to the requested information and a group of four proposers was
selected for additional scrutiny by a selection committee comprised of City employees in the
Water Department and the Purchasing Division. References were contacted and each team of
proposers was invited to answer a set of detailed questions with the City selection committee.
The selection committee rated Aqua-Metric Company as the most qualified responsive proposer.
The AMI Program is expected to improve efficiencies in the Water Department by:
■ Automating business processes(reducing truck rolls to collect and/or verify meter data,
move-in/move-out,etc.);
• Increasing revenue collection(reducing unaccounted for water due to theft and
improper/inaccurate metering);
• Raising the customer awareness of water consumption(reducing calls and truck rolls
related to high water bills);and
• Identifying leaks in the distribution system sooner(reducing water loss).
Services included with the Aqua-Metric Sales Company include:
■ Planning, design,programming and project management services as needed to provide a
complete and functional system;
• Business process development, staff training, public awareness campaign and post-pilot
assessment;
■ Purchasing and installing infrastructure(base stations,backhaul communication,antennas
and software);
• Purchasing and installing water meters,signal transmission equipment and new water meter
box lids configured to accommodate transmission equipment; and
• Any modifications to existing meter box lids needed to accommodate transmission
equipment.
Additional Managed Services authorized under this M&C include:
• Regional Network:Interface(data center);
• Customer Web Portal;
• Annual Agreements for base station support,customer portal support,antenna leases; and
• FCC Agreement for radio frequency use.
The AMI program includes the installation of new water meters equipped with radio transmitters
to send water consumption data back to the central data center.AMI will be implemented by
billing cycle. The AMI pilot area is located within COUNCIL DISTRICT 4 and includes
approximately 13,000 meters as the whole of billing cycle 21.The pilot area is generally
bounded by IH-Loop 820 on the south,I-35 on the west, Beach Street and SH-377 on the east and
Summerfields Boulevard and North Tarrant Parkway on the north.
Preliminary results of a propagation study indicate 27 antennas at strategic locations across
the City will provide adequate signal coverage for the approximately 250,000 water meters to
transmit hourly water consumption data every four hours (98.5%read rate).As many antennas as
possible will be located on City facilities and the remainder will be installed at leased
locations.Processes to address the growth of the City and the rapid expansion of the water
distribution system will be developed under this program.
Anticipated Schedule:
2016 Phase I PIanning and Design
2017 Phase 2 Pilot Implementation
2018–2019 Phases 3 &4 Full Implementation
2020 Phase 5 Evaluation/Assessment/Program Close-out
SWIFT funding has been approved by the TWDB in two installments. After demonstrated performance
of Phases I and 2(funded through the first installment),it is proposed to move forward with
the Aqua-Metric Sales Company team for the remainder of the deployment,Phases 3,4 and 5.
Contingent on the acceptance of the second installment of SWIFT funding,staff will enter
into a contract extension with the Aqua-Metric Sales Company for Phases 3,4 and 5,as approved
by this M&C.
Appropriation for the AMI Project will consist of the following:
Description Existing Additional Future Appropriations
Appropriations Appropriations
Engineering $0.00 $0.00 WOO
Pilot Implementation $11,783,697.00 $0.00 $58,500,000.00
Project Planning,
Project Management, $542,224.00 $0.00 $1,640,207.00
Inspection, Testing
and Contingencies
Project Total $12,325,921.00 $0.00 $60,140,207.00
*Numbers rounded for presentation purposes.
Appropriation for the AMI Project by fund will consist of the following:
Fund Appropriations
Water Capital Fund 59601 $24,500.00
TWDB SWIRFT Fund 57005 $12,301,421.00
Future TWDB SWIRFT $60,140,207.00
Project Total $72,466,128.00
* Numbers rounded for presentation purposes.
MIWBE Office: A waiver of the goal for MBEISBE subcontracting requirements was requested by the
Department and approved by the MIWBE Office,in accordance with the MIWBE or BDE Ordinance,
because the purchase of goods or services from source(s)where subcontracting or supplier
opportunities are negligible.
This project is located in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION 1 CERTIFICATION:
The Director of Finance certifies that the appropriations are available in the TWDB SWIRFT Fund
for Phases I and 2 of the AMI project.
Existing drlitional
FUNDAppro riations Appropriations
opriations Frrtrrre Apprapriatiojrs
Water Capital Fund 59601 $24,500.00 $0.00 $
TWDB SWIRFT Fund 57005 $12,301,421.00 $0.00 $
Future TWDB SWIRFT $0.00 $0.00 $60,140,207.0,
Project Total $12,325,92LOO $0.00 $60,140,2
* Numbers rounded for presentation purposes.
FUND IDENTIFIERS(FIDs);
10
Department Project Budget Reference#
Fund II) Account Program Activity Amount
Year (Chartfield 2)
FROM
Department Prgject Budget Reference#
Fund ID Account ID ProgramActivity Year (Chartfield Amount
2)
57005 0600430 5740010 CO2715 002580 2016 $11,783,697.00
CERTII+ICATIONS:
Submitted for City Manager's Office by; Jay Chapa (5804)
O iginatirlggnartment Head: John Cannan (8246)
Additional information Contact: Madelene Rafalko (5467)
A`l"1'A�;IIMENTS
I. 57005 funds inquiry.PNG (CFW Internal)
2. ¢OAQUA METRIC: 1295 Form. d;] f wu6lie)
3. 60AQUA METRIC MAP.pdf (public)
4. 60AQUA METRIC MWBE.pdf (CFW]eternal)
5. A ua Metric Sales Company SAM,pdf (CFW Internal)