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Home My WebLink AboutContract 53948-A3CSC No. 53948-A3 THIRD AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 53948 This Third 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 (CSC) 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 First Amendment to CSC 53948 was executed on December 17, 2020 to add formal pricing quotes and end -user terms and conditions for the utilization of the Mulesoft integration platform; and WHEREAS, the Agreement was renewed on November 2, 2022 to add an additional 1- year term through December 31, 2023; and WHEREAS, the Second Amendment to CSC 53948 was executed on November 11, 2022 to add Quote #35445496 for renewal of the annual license subscription for Mulesoft subscription modules for FY23; and WHEREAS, Vendor provided Quote #40738105 for the renewal of the annual license subscription for Mulesoft subscription modules at a total cost within the authorized Council annual operating expenditures; and WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the Agreement by adding Quote #40738105 for renewal of the annual license subscription for Mulesoft subscription modules for FY24. 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 Carahsoft Quote #40738105 attached hereto as Attachment A for year 5 pricing. 2. The Agreement is hereby renewed and extended for another year in accordance with Clause 1-Term of the original Agreement and shall now expire on December 31, 2024. 3. All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. OFFICIAL RECORD CITY SECRETARY Third Amendment to Fort Worth City Secretary Contract No. 53948 FT. WORTH, Tx Pagel of 3 [Signature Page Follows] Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Tc.� 82 By: Dana Burghdoff(Oct 2023 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: Approval Recommended: By: Name Title: Attest: ChristonHer Harder Christopher Harder (Oct 18, 2023 09:01 CDT) Chris Harder Water Director By: Name: Jannette Goddall Title: City Secretary VENDOR: Carahsoft Technology Corporation 5' T�ic.�onee� By: Name: Stephen Dickerson Title: Date: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 7J 101. By: Homero J. Garza, Jr. (Oct 3, 2023 16:27 CDT) Name: Homer Garza Title: IT Manager, Water IT Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: 22-0319 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Third Amendment to Fort Worth City Secretary Contract No. 53948 Page 2 of 3 ATTACHMENT A CARAHSOFT QUOTE QUOTE #40738105 Third Amendment to Fort Worth City Secretary Contract No. 53948 Page 3 of 3 Government - Price Quotation MuleSoft Government at Carahsoft carahsoft. MMuleSoft Carahsoft Technology Corp. 11493 SUNSET HILLS ROAD I Suite 100 1 Reston, Virginia 20190 Phone (703) 871-8S00 I Fax (703) 871-SS05 I Toll Free (888) 662-2724 www.carahsoft.com I sales@carahsoft.com TO: Robb Bailey FROM: Katie Grose 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 EMAIL: Katie.Grose@carahsoft.com PHONE: (817) 392-8272 PHONE: (571) 662-3409 FAX: (703) 871-8505 TERMS: FTIN: 52-2189693 QUOTE NO: 40738105 Shipping Point: FOB Destination QUOTE DATE: 09/05/2023 Remit To: Same as Above QUOTE EXPIRES: 11 /17/2023 Payment Terms: Net 30 (On Approved Credit) RFQ NO: Cage Code: 1 P3C5 SHIPPING: ESD DUNS No: 088365767 UEI: DT8KJHZXVJH5 TOTAL PRICE: $685,533.05 Credit Cards: VISA/MasterCard/AMEX Sales Tax May Apply TOTAL QUOTE: $685,533.05 LINE NO. PART NO. DESCRIPTION QUOTE PRICE QTV EXTENDED PRICE 1 210000068 MuleSoft - Included vCore - Production $0.00 OM 2 $0.00 Start Date: 12/01/2023 End Date: 11/30/2024 2 210000076 MuleSoft - Included vCore - Pre -Production $0.00 OM 4 $0.00 Start Date: 12/01/2023 End Date: 11/30/2024 3 200007496 MuleSoft - Anypoint MQ API Requests (500M) - Titanium $39,224.4632 OM 1 $39,224.46 Edition Start Date: 12/01/2023 End Date: 11/30/2024 4 200007633 MuleSoft - Anypoint API Manager Production - Titanium $2,765.5958 OM 5 $13,827.98 Edition Start Date: 12/01/2023 End Date: 11/30/2024 5 200007464 MuleSoft - Additional vCore Production - Titanium Edition $28,017.47 OM 8 $224,139.76 Start Date: 12/01/2023 End Date: 11/30/2024 6 200007437 7 200007636 8 200007452 MuleSoft - Anypoint Platform Base Subscription - Titanium $136,351.71 OM Edition Start Date: 12/01/2023 End Date: 11/30/2024 MuleSoft - Anypoint API Manager Pre -Production - Titanium $2,533.7638 OM Edition Start Date: 12/01/2023 End Date: 11/30/2024 MuleSoft - Additional vCore Pre -Production - Titanium $28,017.47 OM Edition Start Date: 12/01/2023 End Date: 11/30/2024 1 $136,351.71 41 $103,884.32 6 $168,104.82 CONFIDENTIAL QUOTE DATE: 09/05/2023 PAGE 1 of 3 QUOTE NO: 40738105 Government - Price Quotation MuleSoft Government at Carahsoft carahsoft.. IM) MuleSoft Carahsoft Technology Corp. 11493 SUNSET HILLS ROAD I Suite 100 1 Reston, Virginia 20190 Phone (703) 871-8500 1 Fax (703) 871-8505 1 Toll Free (888) 662-2724 www.carahsoft.com I sales@carahsoft.com LINE NO. PART NO. DESCRIPTION QUOTE PRICE QTY EXTENDED PRICE SUBTOTAL: $685,533.05 TOTAL PRICE: $685,533.05 TOTAL QUOTE: $685,533.05 CONFIDENTIAL QUOTE DATE: 09/05/2023 PAGE 2 of 3 QUOTE NO: 40738105 Government - Price Quotation MuleSoft Government at Carahsoft IMl MuleSoft 1 Carahsoft Technology Corp. 11493 SUNSET HILLS ROAD I Suite 100 1 Reston, Virginia 20190 Phone (703) 871-8500 1 Fax (703) 871-8505 1 Toll Free (888) 662-2724 www.carahsoft.com 1 sales@carahsoft.com LINE NO. PART NO DESCRIPTION carahsoft. QUOTE PRICE QTY EXTENDED PRICE **ATTENTION** PO MUST INCLUDE ALL ITEMS LISTED BELOW FOR PROCESSING** Net 30 Terms ESD (electronic delivery) Quote#40738105 Contract Vehicle tf *The pricing and discounts in Carahsoft Quote 4073810S reflect bundled pricing. Should products or quantities change, pricing is subject to change* ---Quote Special Terms --- Notwithstanding anything to the contrary, subscriptions purchased pursuant to this Order Form shall not automatically renew, and therefore shall terminate on the applicable Order End Date above unless Customer enters into a new Order Form with Salesforce, on or before that Order End Date, for the relevant product(s). Product Special Terms MuleSoft Services The Software and/or Cloud Offerings, standing alone, constitute Services. Additional details regarding such Services are provided in the Anypoint Platform Subscription Plan details, which is accessible at https://www.mulesoft.com/prod-subscription plans, and is subject to changes if and when new versions become available. MuleSoft Use by Affiliates Subject to the terms and conditions of this Order Form and the Agreement, Customer's Affiliates may use the subscriptions ordered by Customer herein for the duration of the Order Term and for so long as they remain Affiliates, provided that: (a) such use is for the internal business operations of Customer and/or its Affiliates and does not create any third party beneficiary rights for Customers' Affiliates; (b) Customer remains responsible for each such Affiliate's compliance with the terms and conditions of the Agreement and this Order Form; (c) Customer provides SFDC at least 30 days' advance written notice (email permitted) of each such Affiliate usage; (d) subject to the following subsection (e), use of the subscriptions by all Affiliates and Customer in the aggregate must be within the restrictions in this Order Form; and (e) notwithstanding the foregoing, Affiliates may not use Customer's rights under any unlimited Core or VCore (or other unlimited quantity) license or subscription unless Affiliate usage is specifically designated in such Order Form. MuleSoft Software Software shall be subject to the Order Form Supplement for MuleSoft Software available at https://www.salesforce.com/company/legal/agreements.jsp ("Supplement") which is hereby made part of this Order Form. Customer must reference Quote number and Contract ft on Purchase Order. Should Customer purchase via Reseller all terms of Carahsoft Quote must be incorporated in Reseller quote and Customer Purchase Order to Reseller. Any increase in subscription pricing (excluding support and resource -based Services) for the first renewal term will not exceed 5% over the then -current subscription pricing, provided that (a) Customer renews its entire then -current subscription volume under this Order Form combined with any associated add -on Order Forms, and (b) the first renewal term is the same duration as the Order Term of this Order Form or one year (whichever is longer). Thereafter, any increase in subscription and support pricing will be in accordance with SFDC's pricing and policies in effect at the time of the renewal or as otherwise agreed to by the parties Licensee agrees that any order for Salesforce Services will be governed by the terms and conditions of the Carahsoft Salesforce Service Terms, copies of which are found at https://carah.io/SFDC-TOU and all Schedules and Documentation referenced by the Terms are made a part hereof. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Quotes) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Quotes (and their Contract Vehicle), (2) the TOU, and (3) the Documentation. Licensee acknowledges it has had the opportunity to review the Terms, prior to executing an order. Product Terms Directory: http://carah.lo/Product-Terms-Directory Help & Training: http://carah.io/Help Government Cloud Plus: http://www.carahsoft.com/government-cloud-terms A list of currently available FedRAMP/I1_4 Authorized Salesforce products can be found here: https://help.sa lesforce.co m/articleView?id=000270080&language=en_US&type=l CONFIDENTIAL QUOTE DATE: 09/05/2023 PAGE 3 of 3 QUOTE NO: 40738105 FoRTWORTH. Routing and Transmittal Slip Water Department DOCUMENT TITLE: Carahsoft — Mulesoft Third Amendment M&C: CPN: CSO: 53948-A3 DOC #: TO: INITIALS Rick Lisenbee — Sr. Water IT Manager Vendor — Stephen Dickerson, Carahsoft Homer Garza — Contract Compliance Manager Shane Zondor — Assistant Water Director SZ Jan Hale — Deputy Water Director 'yL Chris Harder — Water Director Taylor Paris — Assistant City Attorney Dana Burghdoff — Assistant City Manager Ron Gonzales — City Secretary's Office receiver kc KC Jannette Goodall — City Secretary Allison Tidwell — City Secretary's Office filer Charmaine Baylor - accepter Needs to be notarized: ❑ YES x NO Action Required: ❑ As Requested ❑ For Your Information x Signature/Routing and/or Recording ❑ Comment ❑ File FOR CMO USE ONLY: Routing to CSO x YES 0 NO EXPLANATION Attached for your approval is the third amendment to CSC 53948, the agreement between Fort Worth and Carahsoft Technology Corporation (Carahsoft) for Mulesoft software and services transferred from AquaMetric as part of the MyH2O program. This amendment is needed to adopt the year 5 pricing per the attached quote. This Amendment adds the following to the Carahsoft contract: • Carahsoft Quote #40738105 for year 5 pricing for FY24. The amendment does increase the total annual spending authority by exercising a pre -authorized annual spending increase within the allowed amount. This amendment also acts as formal annual renewal of the contract by extending the expiration to December 2024. If you have any questions or concerns, please call me. Rick Lisenbee Sr. Water IT Manager Water Department Phone: (817) 392-2515