Loading...
HomeMy WebLinkAbout053948-A6 - General - Contract - Carahsoft Technology CorporationCSC No. 53948-A6 SIXTH AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 53948 This Sixth Amendment to Fort Worth City Secretary Contract No. 53948 ("Sixth Amendment") is made between the City Of Fort Worth ("City"), a home rule municipal corporation, and Carahsoft Technology Corporation ("Vendor"). WHEREAS, Fort Worth and Vendor entered into that certain agreement identified as Fort Worth City Secretary Contract (CSC) No. 53948 (the "Agreement") beginning May 29, 2020 (the "Agreement") by virtue of the Assignment from Thirkettle Corporation d/b/a Aqua Metric Sales Company, a California corporation to City; WHEREAS, on December 17, 2020, Fort Worth and Vendor executed the First Amendment to the Agreement to add formal pricing quotes and end -user terms and conditions for utilizing the MuleSoft integration platform; WHEREAS, on November 2, 2022, City and Vendor renewed the Agreement to add an additional one-year term through December 31, 2023; WHEREAS, on November 11, 2022, City and Vendor executed the Second Amendment to the Agreement to add Quote #35445496 for the FY23 renewal of the annual license subscription for MuleSoft subscription modules; WHEREAS, on October 19, 2023, City and Vendor executed the Third Amendment to the Agreement to add Quote #40738105 for the FY24 renewal of the annual license subscription for MuleSoft subscription modules; WHEREAS, on December 8, 2023, City and Vendor executed the Fourth Amendment to the Agreement to adjust the end date of the renewal term under the Agreement for MuleSoft subscription modules for FY24 to end on November 30, 2024; WHEREAS, on November 19, 2024, City and Vendor executed the Fifth Amendment to the Agreement to add Quote #48153399 for renewal of the annual license subscription for MuleSoft subscription modules for FY25 and to renew and extend the Agreement for another year to expire on November 30, 2025; and WHEREAS, on May 19, 2025, Vendor and the Texas Department of Information Resources entered into that certain agreement known as DIR Contract No. DIR-CPO-5687, which contains an initial term for up to two years, beginning on May 19, 2025 and ending on May 18, 2027, with one optional two-year renewal term, and two optional one-year renewal terms; and WHEREAS, Fort Worth and Vendor desire to amend the Agreement to incorporate the terms of DIR-CPO-5687 into the Agreement; and OFFICIAL RECORD Sixth Amendment to City Secretary Contract 53948 CITY SECRETARY Page 1 of 3 Between the City of Fort Worth and Carahsoft Technology Corporation FT. WORTH, TX WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the Agreement to add Quote #59625818 for renewal of the annual license subscription for MuleSoft subscription modules for FY26. NOW THEREFORE, the Parties, acting herein by and through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: I. AMENDMENT 1. The Agreement is hereby amended to incorporate, by reference, Texas Department of Information Resources contract DIR-CPO-5687 and its exhibits and attachments to this Sixth Amendment. City and Vendor agree that the term of the Agreement shall match the length and duration of the term as identified in DIR-CPO-5687. 2. The Agreement is hereby amended to include Carahsoft Quote #59625815, attached as Exhibit "A" to this Sixth Amendment, for pricing between December 1, 2025 and November 30, 2026. 3. This Agreement is hereby amended to authorize the City, in its sole discretion, to issue payment to Vendor for up to thirty (30) days before the start date of any renewal term. II. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. ELECTRONIC SIGNATURE This Amendment and Renewal may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as an original. [Signature Page Follows] Sixth Amendment to City Secretary Contract 53948 Page 2 of 3 Between the City of Fort Worth and Carahsoft Technology Corporation ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH By. 00*� Name: Jesica McEachern Title: Assistant City Manager Date: 12/05/2025 APPROVAL RECOMMENDED: By: C ristopher Harder (De ,202507:52:52C T) Name: Christopher Harder Title: Director, Water ATTEST: �,vouopn Il� apt . oRr B 9d d/► °o BY a — aid dvoo =d oQa* o° a *�a Name: Jannette Goodall a04 t000000 Title: City Secretary pb �ttnana44 VENDOR: CARAHSOFT TECHNOLOGY CORPORATION By: 64/ Name: Will Sanchez Title: Account Lead Date: 11 /20/25 Sixth Amendment to City Secretary Contract 53948 Between the City of Fort Worth and Carahsoft Technology Corporation 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. M. . Richard Lisen ee (Nov 21, 202516:51:22 CST) Name: Richard Lisenbee Title: Senior IT Solutions Manager, Water APPROVED AS TO FORM AND LEGALITY: 10- M. ke vl� Aw(ers,11 M. Kevin Anders, II (Dec 1, 2025 08:42:45 CST) Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 22-0319 Date Approved: 04/26/2024 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 3 of 3 Government - Price Quotation EXHIBIT A MuleSoft Government at Carahsoft f, �A, Carahsoft Technology Corp. MuLeSnff 11493 SUNSET HILLS ROAD I Suite 100 ( Reston, Virginia 20190 earahsoft. 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: Will Sanchez 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: William.Sanchez@carahsoft.com PHONE: (817) 392-8272 PHONE: (571) 662-3438 FAX: (703) 871-8505 TERMS: DIR Contract No. DIR-CPO-5687 QUOTE NO: 59625815 Expiration Date: 5/19/27 QUOTE DATE: 08/19/2025 FTIN: 52-2189693 Shipping Point: FOB Destination QUOTE EXPIRES: 11/28/2025 Credit Cards: VISA/MasterCard/AMEX RFQ NO: Remit To: Same as Above SHIPPING: ESD Payment Terms: Net 30 (On Approved Credit) TOTAL PRICE: $463,222.13 Texas VID#: 1522189693700 Sales Tax May Apply TOTAL QUOTE: $463,222.13 LINE NO. PART NO. DESCRIPTION QUOTE PRICE QTY EXTENDED PRICE 1 210000068 MuleSoft - Included vCore - Production $0.00 TX 2 $0.00 Salesforce.com, Inc. - 210000068 DIR Start Date: 12/01/2025 End Date: 11/30/2026 2 210000076 MuleSoft - Included vCore - Pre -Production $0.00 TX 4 $0.00 Salesforce.com, Inc. - 210000076 DIR Start Date: 12/01/2025 End Date: 11/30/2026 3 200007496 MuleSoft - Anypoint MQ API Requests (500M) - Titanium $39,224.46 TX 1 $39,224.46 Edition DIR Salesforce.com, Inc. - 200007496 Start Date: 12/01/2025 End Date: 11/30/2026 4 200007452 MuleSoft - Additional vCore Pre -Production - Titanium $28,017.47 TX 2 $56,034.94 Edition DIR Salesforce.com, Inc. - 200007452 Start Date: 12/01/2025 End Date: 11/30/2026 5 200007464 MuleSoft - Additional vCore Production - Titanium Edition $28,017.47 TX 6 $168,104.82 Salesforce.com, Inc. - 200007464 DIR Start Date: 12/01/2025 End Date: 11/30/2026 6 200007437 MuleSoft - Anypoint Platform Base Subscription- Titanium $136,351.71 TX 1 $136,351,71 Edition DIR Salesforce.com, Inc. - 200007437 Start Date: 12/01/2025 End Date: 11/30/2026 7 200007636 MuleSoft - Anypoint API Manager Pre -Production - $3,175.31 TX 15 $47,629.65 Titanium Edition DIR Salesforce.com, Inc. - 200007636 Start Date: 12/01/2025 End Date: 11/30/2026 8 200007633 MuleSoft - Anypoint API Manager Production - Titanium $3,175.31 TX 5 $15,876.55 Edition DIR Salesforce.com, Inc. - 200007633 Start Date: 12/01/2025 End Date: 11/30/2026 CONFIDENTIAL Sixth Amendment to City Secretary Contract 53948 QUOTE DATE: 08/19/2025 nncc I _f') nUnTF NO: 59625915 EXHIBIT A Government - Price Quotation MuleSoft Government at Carahsoft MCarahsoft Technology Corp. MUl25Dft 1 I 11493 SUNSET HILLS ROAD I Suite 100 1 Reston, Virginia 20190 earahsoft. Phone (703) 871-8500 1 Fax (703) 871-8505 ( Toll Free (888) 662-2724 www.carahsoft.com sales@carahsoft.corn LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE SUBTOTAL: $463,222.13 TOTAL PRICE: $463,222.13 TOTAL QUOTE: $463,222.13 Customer must reference the Carahsoft Quote # 59625815 and TX DIR-CPO-5687 on their Purchase Order Quote Special 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. 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). This order form is subject to terms of the Order Form Supplement for MuleSoft available at https://www.salesforce.com/en-us/wp- content/uploads/sites/4/documents/legal/Agreements/software-order-form-supplements/order-form-supplement-for-mulesoft-software.pdf (the "Supplement"). 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 For renewals: Any requested changes to this quote must be communicated 30 days before renewal start date to ensure timely processing and avoid delays in your renewal. Requests after this deadline may not be accommodated Licensee agrees that any order for Salesforce.com will be governed by the terms and conditions of the Carahsoft Salesforce Service Terms copies of which are found at http://www.carah.io/SalesforceTOU 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/Prod uct-Terms-Di rectory Help & Training: http://carah.io/Help Government Cloud Plus: http://www.carahsoft.com/government-cloud-terms A list of currently available Fed RAMP/IL4 Authorized Salesforce products can be found here: https://help.salesforce.com/articieView?id=000270080&language=en_US&type=l CONFIDENTIAL Sixth Amendment to City Secretary Contract 53948 QUOTE DATE: 08/19/2025 nncr '� -4:'W nt10TF NO: S9Fi25R15 CITY COUNCIL AGENDA FORTWORTII 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: It is recommended that the City Council 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 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, the System Integrator for the MyH2O Advanced Metering Infrastructure (AMI) program (CSC No. 48301). Both the M&C and contract scope stated the requirement for "Additional Managed Services for Regional Network Interface (data center), customer web portal, annual agreements for base station support, customer portal support, antenna leases, and Federal Communication Commission agreement for radio frequency use". Those services were procured by the System Integrator, which executed agreements for the technology required for 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. Although the M&Cs authorized the procurement and assignment of the technology agreements, they did not expressly authorize the required annual licensing, maintenance, and support associated 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-CA1 CSC 50009 CSC 50011 CSC's 51170- 51186, 51975, 52325 CSC 53948 Vendor Scope Annual Cost Effective Term Benbrook Water Authority Tower lease that hosts AMI $6,000.00 (Note: Contract allows for 5\% 12/3/2019 10 years with 5 renewals of transmitter annual increases) 5 years each N Harris Computer Corporation Harris Smartworks Compass $127,341.31 plus ad hoc professional 12/3/2018 Automatically renews Meter Device Management services not to exceed $20,000.00 annually until terminated by System (MDMS) annually (Note: Contract allows for 2\% either party annual increases) Thirkettle Corporation d/b/a AMI infrastructure support, $642,428.17 plus parts/labor for 11/28/2017 Automatically renews Aqua -Metric Sales Company Sensus RNI hosting Harris repair/replace not to exceed $20,000.00 annually until terminated by MDMS hosting annually (Note: Contract allows for 3\% either party annual increases) American Tower and Tower leases that host AMI $247,665.00 for 19 leases (Note: Varies between 10 year terms for each lease subsidiaries transmit equipment Contracts include fee schedules 9/19/2017 to 7/12/2018 with 5 renewals of 5 years projected at 3\% increases annually) each Carahsoft Technology System integration Software- $654,430.25 (Note: Contract allows 7\% 5/28/2020 initial term with Corporation for Mulesoft as -a -Service platform annual increases after initial term) [year mited renewals software CSC 53952 CSC 53986 CSC none Tenon Systems, LLC Data -as -a -Service platform $200,000.00 annual licensing fee + ad hoc professional services not to exceed $110,000.00 annually (Note: Contract also includes fees for additional licensing and data usage) 5/29/2020 5 year initial term and automatically renews annually until terminated by either party Smart Energy Systems d/b/a New customer portal $405,700.00 annual subscription fee 6/5/2020 5 year initial term and Smart Energy Water (SEW) plus notification click charges not to automatically renews exceed $115,000.00 annually per the fee annually until terminated by 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) International Business Subscription for BlueworksLive $20,000.00 annual subscription fee for To be transferred from Annual subscription fee 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 operating fund. Only 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 in full in 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 FY2022 Cost CSC's 51170- American Tower leases that host AM 7 51186, Tower and transmit equipment $156,000.00 51975, subsidiaries 52325 Tenon CSC 53952 Systems, Data -as -a -Service platform $310,000.00 LLC International Subscription for CSC none Business BlueworksLive repository of $10,000.00 Machines organizational knowledge (IBM) and 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 Council approval as 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 approval of the above recommendation and award of the agreements. Prior to any expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: Dana Burghdoff (8018) Chris Harder (5020) Rick Lisenbee (2515) ATTACHMENTS 60MY H2O AMI PROGRAM AGREEMENTS FY21-22 Funding Availability.docx (CFW Internal) 60MY H20AMI PROGRAM AGREEMENTS FY21-22 FID TABLE.xlsx (CFW Internal) DIR Contract No. DIR-CPO-5687 Cara hsoft Technology Corporation — 522189693 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES Carahso f# Technology Corporation 1 INTRODUCTION 1.1 Parties This contract for Software, Commercial Off -the -Shelf (COTS) and Related Services (this "Contract") is entered into between the State of Texas, acting by and through the Department of Information Resources [hereinafter "DIR"] with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and Carahsoft Technology Corporation a Midland For -Profit Corporation (hereinafter "Successful Respondent"), with its principal place of business at 11493 Sunset Hills Road, Suite 100 Reston, Virginia 20190. 1.2 Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DI issued a solicitation on the Comptroller of Public Accounts` Electronic State Business Daily, Request for Offer [RFD] DIR-CPO-TMP-570, on February 2, 2023, for Software, Commercial Off -the -Shelf (COTS) and Related Services (the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-570, shall be posted by ❑IR on the Electronic State Business Daily. 1.3 Order of Precedence A. For transactions under this Contract, the order of precedence shall be as follows: 1. this Contract; 2. Appendix A, Standard Terms and Conditions; 3. Appendix B, Successful Respondent's Historically Underutilized Businesses Subcontracting Plan; 4. Appendix C, Pricing Index; 5. Exhibit 1, RFO DIR-CPO-TMP-570, including all Addenda; and 6. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-570, including all Addenda. DIR Contract No. DIR-CPO-5687 Cara hsoft Technology Corporation — 522189693 B. Each of the foregoing documents is hereby incorporated by reference and together constitute the entire agreement between DIR and Successful Respondent. 1.4 Definitions Capitalized terms used but not defined herein have the meanings given to them in Appendix A, Standard Terms and Conditions. 2 TERM OF CONTRACT The initial term of this Contract shall be up to two (2) years commencing on the date of the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and two (2) optional one-year renewals (each, a "Renewal Term"). Prior to expiration of the Initial Term and each Renewal Term, this Contract will renew automatically under the same terms and conditions unless either party provides written notice to the other party at least sixty (60) days in advance of the renewal date stating that the party wishes to discuss amendment or non -renewal. lt1 612IIQL,1it4lX7494►191 Successful Respondent agrees that DIR may require continued performance under this Contract at the rates specified in this Contact following the expiration of the Initial Term or any Renewal Term. This option may be exercised more than once, but the total extension of performance hereunder shall not exceed ninety (90) calendar days. Such extension of services shall be subject to the requirements of the Contract, with the sole and limited exception that the original date of termination shall be extended pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days written notice to the Successful Respondent. ClU:191i1114ff=101B314:,►1141*41a9401►141 Products and services available under this Contract are limited to the technology categories defined in Request for Offer DIR-CPO-TMP-570 for Software, Commercial Off -the -Shelf (COTS) and Related Services. At DIR's sole discretion, Successful Respondent may incorporate changes or make additions to its product and service offerings, provided that any changes or additions must be within the scope of the RFO. DIR-CPC-TMP-570 Page 2 of 10 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5687 Cara hsoft Technology Corporation — 522189693 5 PRICING 5.1 Pricing Index Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee (as defined below). 5.2 Customer Discount A. The minimum Customer discount for all products and services will be the percentage off List Price (as defined below) ❑r MSRP (as defined below), as applicable, as specified in Appendix C, Pricing Index. Successful Respondent shall not establish a List Price ❑r MSRP for a particular solicitation. For purposes of this Section, "List Price" is the price for a product or service published in Successful Respondent's price catalog (or similar document) before any discounts ❑r price allowances are applied. For purposes ❑f this Section, "MSRP," or manufacturer's suggested retail price, is the price list published by the manufacturer or publisher ❑f a product and available to and recognized by the trade. B. Customers purchasing products or services under this Contract may negotiate additional discounts with Successful Respondent. Successful Respondent and Customer shall provide the details ❑f such additional discounts to DIR upon request. C. If products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products ❑r services under this Contract, ❑r (ii) to any ❑ther customer under the same terms and conditions provided for the State for the same products and services under this contract, then the price of such products and services under this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Successful Respondent for a quantity of one (1), but does not apply to volume ❑r special pricing purchases. Successful Respondent shall notify ❑IR within ten (10) days of providing a lower price as described in this Section, and this Contract shall be amended within ten (10) days to reflect such lower price. 5.3 Changes to Prices A. Subject to the requirements of this section, Successful Respondent may change the price of any product or service upon changes to the List Price or MSRP, as DIR-CPC-TMP-570 Page 3 of 10 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5687 Cara hsoft Technology Corporation — 522189693 applicable. Discount levels shall not be subject to such changes, and will remain consistent with the discount levels specified in this Contract. B. Successful Respondent may revise its pricing by publishing a revised pricing list, subject to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a product or service has been increased unreasonably, DIR may request that Successful Respondent reduce the pricing for the product or service to the level published before such revision. Upon such request, Successful Respondent shall either reduce the pricing as requested or shall remove the product or service from the pricing list for this Contract. Failure to d❑ s❑ will constitute an act of default by Successful Respondent. 5.4 Shipping and Handling Prices to Customers shall include all shipping and handling fees. Shipments will be Free On -Board Customer's Destination. No additional fees may be charged to Customers for standard shipping and handling. If a Customer requests expedited or special delivery, Customer will be responsible for any additional charges for expedited or special delivery. 5.5 Travel Expenses Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of such services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking, and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program. Travel time may not be included as part of the amounts payable by Customer for any services provided under this Contract. The DIR Administrative Fee is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre -approved in writing by the Customer. The Customer reserves the right not to pay travel expenses which are not pre -approved in writing by the Customer. DIR-CPC-TMP-570 Page 4 of 10 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5687 Carahsof# Technology Corporation - 522189693 5 DIR ADMINISTRATIVE FEE A. Successful Respondent shall pay an administrative fee to DIR based on the dollar value of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee"). The amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent (0.75%) of all sales, net returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750. B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves the right to increase or decrease the DIR Administrative Fee during the term of this Contract, upon written notice to Successful Respondent without amending this Contract. Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price to Customers. r=l►1i4:►1:kr_Td[A**72tiX111141►111:7_[4r_1►1III Q:1[y1►[ell z1r97:1►►►f_111191zI In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract and Pricing Information, Successful Respondent shall include the following with its webpage: A. A current price list or mechanism to obtain specific contract pricing; B. MSRP/Iist price or DIR Customer price; C. Discount percentage (%) off MSRP or List Price; D. Warranty policies; E. Return policies; F. A link to DIR's list of TX -RAMP certified Cloud Products; and G. A link to Service Level Agreements for each SaaS product awarded, which at a minimum, shall include metrics and method for calculating and reporting results, for: i. service availability; ii. recovery time objectives; and iii. data loss tolerance levels (also known as recovery point objectives). DIR-CPC-TMP-570 Page 5 of 10 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5687 Carahsof# Technology Corporation - 522189693 8 USE OF ORDER FULFILLERS 8.1 Authorization to Use Order Fulfillers Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize designated order fulfillers to provide products, services, and support resources to Customers under this Contract ("Order Fulfillers"). 8.2 Designation of Order Fulfillers A. Successful Respondent may designate Order Fulfillers to act as the distributors for products and services available under this Contract. In designating Order Fulfillers, Successful Respondent must be in compliance with the States Policy on Utilization of Historically Underutilized Businesses. DIR and Successful Respondent will agree on the number of Order Fulfillers that are Historically Underutilized Businesses as defined by the CPA. B. In addition to the required Subcontracting Plan, Successful Respondent shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. C. DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller participation or request that Successful Respondent name additional Order Fulfillers should DIR determine it is in the best interest of the State. D. Successful Respondent shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of this Contract. Successful Respondent shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of this Contract. E. Successful Respondent may qualify Order Fulfillers and their participation under the Contract provided that: i] any criteria is uniformly applied to all potential Order Fulfillers based upon Successful Respondent's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the criteria. F. Successful Respondent shall not prohibit any Order Fulfiller from participating in other procurement opportunities offered through DIR. DIR-CPC-TMP-570 Page 6 of 10 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5687 Cara hsoft Technology Corporation — 522189693 8.3 Changes in Order Fulfiller Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers, Successful Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with the States Policy on Utilization of Historically Underutilized Businesses. Successful Respondent shall provide DIR with its updated Subcontracting Plan and the Order Fulfillers information listed above. 8.4 Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall be in accordance with Section 5. E1= ►1*1119 14F_19 Cif ► All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Lisa Massock or Successor in Office Chief Procurement Officer Department of Information Resources 300 W. 151h St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 Email: l i sa. m a ssoc k@ d i r.texa s.g ov If sent to Successful Respondent: Robert R. Moore Vice President Cara hsoft Technology Corporation 11493 Sunset Hills Road, Suite 100 Reston, Virginia 20190 Phone: (703) 871-8504 Email: Robert.Moore@Carahsoft.com DIR-CPC-TMP-570 Page 7 of 10 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5687 Cara hsoft Technology Corporation — 522189693 1 ❑ SOFTWARE LICENSE 10.1 Software License Agreement A. Customers acquiring software licenses under this Contract shall hold, use, and operate such software subject to compliance with the Software License Agreement. Customer and Successful Respondent may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Successful Respondent. Successful Respondent shall make the Software License Agreement terms and conditions available to all Customers at all times. B. Compliance with the Software License Agreement is the responsibility of the Customer. ❑IR shall not be responsible for any Customer's compliance with the Software License Agreement. 11 CONFLICTING OR ADDITIONAL TERMS A. The terms and conditions of this Contract shall supersede any additional conflicting or additional terms in any additional service agreements, statement of work, and any other provisions, terms, conditions, and license agreements, including those which may be affixed to or accompany software upon delivery (sometimes called shrink-wrap or click -wrap agreements), and any linked or supplemental documents, which may be proposed, issued, or accepted by Successful Respondent and Customer in addition to this Contract (such additional agreements, "Additional Agreements"), regardless of when such Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding the foregoing, it is Customer's responsibility to review any Additional Agreements to determine if Customer accepts such Additional Agreement. If Customer does not accept such Additional Agreement, Customer shall be responsible for negotiating any changes thereto. B. Any update or amendment to an Additional Agreement shall only apply to Purchase Orders for the associated product or service offering after the effective date of such update or amendment; provided that, if Successful Respondent has responded to a Customer's solicitation or request for pricing, any subsequent DIR-CPC-TMP-570 Page 8 of 10 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5687 Cara hsoft Technology Corporation — 522189693 update or amendment to an Additional Agreement may only apply to a resulting Purchase Order if Successful Respondent directly informs such Customer of such update or amendment before the Purchase Order is executed. C. Successful Respondent shall not require any Additional Agreement that: i) diminishes the rights, benefits, or protections of Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of Customer; or ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. D. If Successful Respondent attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract or the Purchase Order between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated to perform such Purchase Order without regard to the prohibited documents, unless Customer elects instead to terminate such Purchase Order, which in such case may be identified as a termination for cause against Successful Respondent. 12 AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND CONDITIONS A. Section 5 "Intellectual Property Matters" is hereby deleted and replaced in its entirety with the following: This Contract does not contemplate, authorize, or support the development or acquisition of custom software, products, or services or the creation of intellectual property. (Remainder of this page intentionally left blank.) DIR-CPC-TMP-570 Page 9 of 10 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5687 Cara hsoft Technology Corporation — 522189693 This Contract is executed to be effective as of the date of last signature. Carahsoft Technology Corporation Authorized By: Signature on File Robert R. Moore Name: vice President Title: 5/15/2025 1 6:19 AM PDT Date: The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Lisa Massock Title: Chief Procurement Officer Date: 5/19/2025 1 8:56 AM CDT Office of General Counsel: Initials on File 5/19/2025 1 8:54 AM CDT Date: DIR-CPC-TMP-570 Page 10 of 10 Version 1.0 Rev. 3/21/23 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Cara hsoft Technology Corporation Subject of the Agreement: 6th Amendment to CSC 53948 with Carahsoft Technology Corporatior Amend the Agreement to incorporate the terms of DIR-CPO-5687 and o add Quote #59625818 for renewal of the annual license subscription for MuleSoft subscription modules for FY26. This agreement is part of the MyH2O program. M&C Approved by the Council? * Yes © No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes © No ❑ If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No If unsure, see back page for permanent contract listing. CSC 53948 A6 Is this entire contract Confidential? *Yes ❑ No © If only specific information is Confidential, please list what information is Confidential and the page it is located. N/A Effective Date: 12/01/2025 If different from the approval date. Expiration Date: 11/30/2026 If applicable. Is a 1295 Form required? * Yes © No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. N/A *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes © No ❑ Contracts need to be routed for CSO processing in the followin order:. 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department. ["0 RT W 0 1Z T 11 Water Department Contract Routing and Transmittal Slip DOCUMENT: 6th Amendment to CSC 53948 for Mulesoft TO: Initials Senior IT Manager, Water IT — Approver Contract Compliance Manager — Signer Shane Zondor — Approver Jan Hale — Approver T JH Christopher Harder — Signer M. Kevin Anders, II — Signer for Legal Jesica McEachern — Signer Katherine Cenicola — Approver Kc Jannette S. Goodall — Signer Allison Tidwell — Form Filler Tim Shidal — Acceptor