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HomeMy WebLinkAboutContract 53948-A5CSC No. 53948-A5 FIFTH AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 53948 This Fifth Amendment to Fort Worth City Secretary Contract No. 53948 ("Fifth Amendment") is made between the CITY OF FORT WORTH ("City"), a home rule municipal corporation, and CARAHSOFT TECHNOLOGY CORPORATION ("Vendor"). City and Vendor are each individually referred to herein as a "Party" and collectively as the "Parties." WHEREAS, Parties have previously entered into City of Fort Worth City Secretary Contract (CSC) No. 53948 beginning May 28, 2020 (the "Agreement") by virtue of the Assignment from Thirkettle Corporation d/b/a Aqua Metric Sales Company, a California corporation ("Assignor") to City; 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; WHEREAS, the Agreement was renewed on November 2, 2022 to add an additional one- year term through December 31, 2023; WHEREAS, the Second Amendment to CSC 53948 was executed on November 11, 2022 to add Quote 435445496 for renewal of the annual license subscription for MuleSoft subscription modules for FY23; WHEREAS, the Third Amendment to CSC 53948 was executed on October 19, 2023 to add Quote #40738105 for renewal of the annual license subscription for MuleSoft subscription modules for FY24; WHEREAS, the Fourth Amendment to CSC 53948 was executed on December 8, 2023 to to adjust the term dates of the agreement renewal to end on November 30, 2024 for MuleSoft subscription modules for FY24; and WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the Agreement to add Quote 448153399 for renewal of the annual license subscription for MuleSoft subscription modules for FY25. NOW THEREFORE, the Parties, 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 #48153399 attached hereto for year 6 pricing. 2. The Agreement is hereby renewed and extended for another year and shall now expire on November 30, 2025. 3. 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] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Notice Page 1 of 2 ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH By: William Johnson (N v 19,202409:41 CST) Name: William Johnson Title: Assistant City Manager Date: 11/19/2024 APPROVAL RECOMMENDED: By: Christopher HardCr(Nov 19, 202408:45 CST) Name: Christopher Harder Title: Water Director d040Rnn a F FART °'o 00000�d D ATTEST: 0000 o aW%0.'W.o4, itn'nCllAoo % �aC �.�_� tv By: Name: Jannette Goodall Title: City Secretary VENDOR: CARAHSOFT TECHNOLOGY CORPORATION By: , Z;)4VM .dew Name: Stephen Dickerson Title: Sales Manager Date: 10/28/24 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. 011. By: HomeroGaOct 29.202408:22 CDT) Name: Homer Garza Title: IT Solutions Manager, Water APPROVED AS TO FORM AND LEGALITY: UrV,V""` By: ��U Name: Hye Won Kim Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 22-0319 Date Approved: 04/26/2024 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Notice Page 2 of 2 Government - Price Quotation MuleSoft Government at Carahsoft (MMCarahsoft Technology Corp. ; M LI LesOft 11493 SUNSET HILLS ROAD I Suite 100 1 Reston, Virginia 20190 carahsoft. Phone (703) 871-8500 1 Fax (703) 871-8505 1 Toll Free (888) 662-2724 www.carahsoft.com 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 FA::: (703) 871-8505 TERMS: DIR Contract No. DIR-TSO-4288 QUOTE NO: 48153399 Expiration Date: February 21, 2025 QUOTE DATE: 09/24/2024 FTIN:52-2189693 Shipping Point: FOB Destination QUOTE EXPIRES: 11/15/2024 Credit Cards: VISA/MasterCard/AMEX RFQ NO: Remit To: Same as Above SHIPPING: ESD Payment Terms: Net 30 (On Approved Credit) TOTAL PRICE: $463,222.22 Texas VID#: 1522189693700 Sales Tax May Apply TOTAL QUOTE: $463,222.22 LINE NO. PART NO. DESCRIPTION LIST PRICE QUOTE PRICE QTY EXTENDED PRICE 1 210000068 MuleSoft - Included vCore - Production $0.00 $0.00 TX 2 $0.00 Start Date: 12/01/2024 DIR End Date: 11/30/2025 2 210000076 MuleSoft - Included vCore - Pre -Production $0.00 $0.00 TX 4 $0.00 Start Date: 12/01/2024 DIR End Date: 11/30/2025 3 200007496 MuleSoft - Anypoint MQ API Requests (500M) - $40,068.0000 $39,224.4632 TX 1 $39,224.46 Titanium Edition DIR Start Date: 12/01/2024 End Date: 11/30/2025 4 200007452 MuleSoft - Additional vCore Pre -Production - $28,620.0000 $28,017.4737 TX 2 $56,034.95 Titanium Edition DIR Start Date: 12/01/2024 End Date: 11/30/2025 5 200007464 MuleSoft - Additional vCore Production - Titanium $28,620.00 $28,017.47 TX 6 $168,104.82 Edition DIR Start Date: 12/01/2024 End Date: 11/30/2025 6 200007437 MuleSoft - Anypoint Platform Base Subscription - $139,284.00 $136,351.71 TX 1 $136,351.71 Titanium Edition DIR Start Date: 12/01/2024 End Date: 11/30/2025 7 200007636 MuleSoft - Anypoint API Manager Pre -Production - $3,243.6000 $3,175.3137 TX 15 $47,629.71 Titanium Edition DIR Start Date: 12/01/2024 End Date: 11/30/2025 8 200007633 MuleSoft-Anypoint API Manager Production- $3,243.6000 $3,175.3137 TX 5 $15,876.57 Titanium Edition DIR Start Date: 12/01/2024 End Date: 11/30/2025 SUBTOTAL: $463,222.22 TOTAL PRICE: $463,222.22 TOTAL QUOTE: $463,222.22 CONFIDENTIAL QUOTE DATE: 09/24/2024 PAGE 1 of 3 QUOTE NO: 48153399 Government - Price Quotation MuleSoft Government at Carahsoft MCarahsoft Technology Corp. MuleSoft 11493 SUNSET HILLS ROAD I Suite 100 1 Reston, Virginia 20190 carahsof t, Phone (703) 871-8500 1 Fax (703) 871-8505 1 Toll Free (888) 662-2724 www.carahsoft.com I sales@carahsoft.com **ATTENTION** PO MUST INCLUDE ALL ITEMS LISTED BELOW FOR PROCESSING** Net 30 Terms ESD (electronic delivery) Quote #48153399 Contract Vehicle # DIR-TSO-4288 *The pricing and discounts in Carahsoft Quote 48153399 reflect bundled pricing. Should products or quantities change, pricing is subject to change* ---Quote Terms --- Unless otherwise provided in the applicable Agreement, any increase in subscription pricing for the first renewal term will not exceed 9% 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. Notwithstanding the foregoing, any consumption -based Services which are subject to a rate card as set forth in the product terms for the applicable Services and any support or resource -based Services are not subject to any price increase limitations. In the event this Order Form reflects an early renewal of Customer's existing subscriptions purchased under applicable Order Forms under Contract No(s). 03710400, (as referenced in the corresponding invoice(s)), this Order Form shall replace such previous Customer's Order Form(s) which is/are hereby terminated. Any credits applicable to fees paid in relation to such terminated Order Form(s) will be applied to this Order Form. In the event this Order Form reflects an on -time renewal of applicable Order Forms under Contract No(s). 03710400, the previous sentence about credits does not apply, and Order Forms related to such existing subscriptions shall be considered expired. 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). https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/softwa re-order-form-supplements/order-form-supplement-for-mulesoft- software.pdf (the "Supplement") 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://wvfw.salesforce.com/company/legal/agreements.jsp ("Supplement") which is hereby made part of this Order Form. CONFIDENTIAL QUOTE DATE: 09/24/2024 PAGE 2 of 3 QUOTE NO: 48153399 Government - Price Quotation MuleSoft Government at Carahsoft MCarTechnologyCorp. carahsoft.. M 11 LeSOft " 11493 SUNSET HILLS ROAD ROAD ISuite 10000 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 Customer must reference Quote number and Contract # 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 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 or noted in these quote terms or contract 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 SFDC Terms of Use, 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.io/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/IL4 Authorized Salesforce products can be found here: https://help.salesforce.com/articieView?id=000270080&language=en_US&type=l CONFIDENTIAL QUOTE DATE: 09/24/2024 PAGE 3 of 3 QUOTE NO: 48153399 8/18/22, 2:54 PM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 4/26/2022 REFERENCE —M&C 22- LOG NAME: 60MY H2O AMI PROGRAM NO.: 0319 AGREEMENTS FY21-22 CODE: G TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize Annual Licensing, Maintenance and Operating Agreements with Multiple Vendors for the Continued Operations of Systems Supporting the MyH2O Advanced Metering Infrastructure Program for a Total Fiscal Year 2022 Operating Cost of $2,633,564.73 RECOMMENDATION: offaal sae of ahe CIN of Fort Vjora" Tc " FORTWORTI1 It is recommended that the City Council authorize annual licensing, maintenance and operating agreements with multiple vendors for the continued operations of systems MyH2O Advanced Metering Infrastructure program for a total Fiscal Year 2022 operating cost of $2,633,564.73 with annual fee increase allowances as defined. DISCUSSION: On May 17, 2016, the City Council approved Mayor and Council Communication (M&C) C-27726, authorizing a contract with Thirkettle dba Aqua -Metric Sales Company, Integrator for the MyH2O Advanced Metering Infrastructure (AMI) program (CSC No. 48301). Both the M&C and contract scope stated the requirement for "Additional Ma Services for Regional Network Interface (data center), customer web portal, annual agreements for base station support, customer portal support, antenna leases, and Fe Communication Commission agreement for radio frequency use". Those services were procured by the System Integrator, which executed agreements for the technology AMI during the project implementation and subsequently assigned to the City of Fort Worth in compliance with the program requirements. The contract with Aqua -Metric Sales Company was subsequently amended by M&C C-28695 and M&C 21-0466, which authorized the remainder of the program funding. M&Cs authorized the procurement and assignment of the technology agreements, they did not expressly authorize the required annual licensing, maintenance, and suppr with these agreements. Funding for the various agreements was included in the adopted Fiscal Year (FY) 2021-2022 operating budget of the Water and Sewer Fund. Approval of this M&C will formally authorize the annual operating expenditures for agreements with the following providers as part of the on -going MyH2O program Contract CSC 48301-CAI Vendor Benbrook Water Authority Scope Tower lease that hosts AMI transmitter Annual Cost $6,000.00 (Note: Contract allows for 5\% annual increases) Effective 12/3/2019 Term 10 years with 5 years each CSC 50009 N Harris Computer Corporation Harris Smartworks Compass $127,341.31 plus ad hoc professional 12/3/2018 Automatically r Meter Device Management services not to exceed $20,000.00 annually until t System (MDMS) annually (Note: Contract allows for 2\% either party annual increases) CSC 50011 Thirkettle Corporation d/b/a AMI infrastructure support, I $642,428.17 plus parts/labor for 11/28/2017 Automatically i Aqua -Metric Sales Company Sensus RNI hosting Harris repair/replace not to exceed $20,000.00 annually until t MDMS hosting annually (Note: Contract allows for 3\% I either party annual increases) CSC's 51170- American Tower and Tower leases that host AMI $247,665.00 for 19 leases (Note: Varies between 10 year terms 51186, 51975, subsidiaries transmit equipment Contracts include fee schedules 9/19/2017 to 7/12/2018 with 5 renewal 52325 projected at 3\0/6 increases annually) each CSC 53948 Carahsoft Technology System integration Software- $654,430.25 (Note: Contract allows 7\% 5/28/2020 3 year initial to Corporation for Mulesoft as -a -Service platform annual increases after initial term) unlimited renew software CSC 53952 Tenon Systems, LLC Data -as -a -Service platform $200,000.00 annual licensing fee + ad 1 5/29/2020 5 year initial to hoc professional services not to exceed automatically r $110,000.00 annually (Note: Contract annually until t also includes fees for additional licensing either party and data usage) CSC 53986 Smart Energy Systems d/b/a New customer portal $405,700.00 annual subscription fee 6/5/2020 5 year initial to Smart Energy Water (SEW) plus notification click charges not to automatically r exceed $115,000.00 annually per the fee annually until t schedule plus ad hoc professional either party services fees not to exceed $50,000.00 annually plus $15,000.00 annually for training and direct costs (Note: Contract allows 10\% annual increases after 5 year initial term and includes pricing for additional accounts) CSC none International Business Subscription for BlueworksLive $20,000.00 annual subscription fee for To be transferred from Annual subscri Machines (IBM) repository of organizational Utility user access consultant knowledge and process analysis The contracts are migrating from initial implementation as part of capital projects into ongoing operations and maintenance within the Water and Wastewater Utility operati a portion of the contracts will have operating costs in the current fiscal year, with full operating costs funded beginning in FY23. The full operating costs will be budgeted it upcoming fiscal years. In the current fiscal year the operating fund will only need to cover $476,000.00 in current contract costs, as shown below. Contract Vendor Scope FY202 Costst9 SC's I 1170- American Tower leases that host AMI 1186, Tower and transmit equipment $156,000.00 1975, subsidiaries 2325 apps.cfwnet.org/council_packet/mc_review.asp?ID=29872&Councildate=4/26/2022 1/2 8118/22, 2:54 PM CSC 53952'Tenon jData-as-a-Service platform 1$310,000.00 M&C Review Systems, LLC International Subscription for CSC none lBusiness BlueworksLive repository of $10,000.00 Machines organizational knowledge (IBM) land process analysis An administrative change order or increase may be made by the City Manager or his designee for the amount up to $100,000.00 and does not require specific City Counc long as sufficient funds have been appropriated. Funding is budgeted in the Water Department's rollup within the Water & Sewer Operating Fund. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Water and Sewer Fund to support the approva recommendation and award of the agreements. Prior to any expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. TO rFund I Department I Account I Project I Program Activity Budget I Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manager's Office bv:, Dana Burghdoff (8018) Originating Department Head: Chris Harder (5020) Additional Information Contact: Rick Lisenbee (2515) ATTACHMENTS 60MY H2O AMI PROGRAM AGREEMENTS FY21-22 Fundina Availabilitv.docx (CFW Internal) 60MY H2O AMI PROGRAM AGREEMENTS FY21-22 FID TABLE.xlsx (CFW Internal) apps.cfwnet.org/council_Packet/mc_review.asp?ID=29872&councildate=4/26/2022 2/2 FoRTWORTH, Routing and Transmittal Slip Water Department DOCUMENT TITLE: Annual amendment to CSC 53948 with Carahsoft for MuleSoft software and services. M&C: CPN: CSO: 53948-A5 DOC #: TO: Initials Homer Garza — Signer Rick Lisenbee — Approver Vendor: Katie Grose, Senior Account Rep for MuleSoft Katie.Grose@Carahsoft.com Shane Zondor — Approver Jan Hale — Approver IH Christopher Harder — Signer Hye Won Kim — Signer William Johnson —Signer 1 Ron Gonzales — Approver I &, Jannette Goodall — Signer Allison Tidwell — Form Filler Tim Shidal — Acceptor Needs to be notarized: ❑ YES Q NO Action Required: ❑ As Requested ❑ For Your Information HSignature/Routing and/or Recording ❑ Comment ❑ File FOR CMO USE ONLY: Routing to CSO © YES El NO EXPLANATION Attached for your approval is the annual amendment to CSC 53948. The agreement is ZD between Fort Worth and Carahsoft Technology Corporation (Carahsoft) for MuleSoft ZD software and services transferred from AquaMetric as part of the MyH2O program. This amendment provides for continued software and service from 12/01/2024 to 11/30/2025. Carahsoft Quote 448153399 is attached for year 6 pricing. Please approve/sign the renewal letter via Adobe Sign. If you have any questions or concerns, please contact me or call Homer Garza at (817) 392-8633. 7-lwothti ,gvi aG Timothy Shidal (tct 28, 202415:38 CDT) Tim Shidal Sr. IT Business Planner, Water IT Fort Worth Water Department 200 Texas Street Fort Worth, Texas 76102 (817) 392-2515 tim.shidal(a�,fortworthtexas. Rov