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HomeMy WebLinkAbout053948-A7 - General - Contract - Carahsoft Technology CorporationCity Secretary Contract No. 53948-A7 SEVENTH AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 53948 BETWEEN THE CITY OF FORT WORTH AND CARAHSOFT TECHNOLOGY CORPORATION This Seventh Amendment to Fort Worth City Secretary Contract No. 53948 ("Seventh Amendment") is made between the City Of Fort Worth ("City"), a Texas home rule municipal corporation, by and through its duly authorized Assistant City Manager, and Carahsoft Technology Corporation ("Vendor"), by and through its duly authorized representative. 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 the MuleSoft integration platform utilizing Texas Department of Information Resources cooperative agreement DIR-TSO-4288; 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, on December 5, 2025, City and Vendor executed the Sixth Amendment to the Agreement to add Quote #59625818 for renewal of the annual license subscription for MuleSoft OFFICIAL RECORD Seventh Amendment to City Secretary Contract 53948 Between the City of Fort Worth and CITY SECRETARY Carahsoft Technology Corporation FT. WORTH, TX Page elof 12 subscription modules for FY26, renew and extend the Agreement for another year, and incorporate the terms of DIR-CPO-5687 into the Agreement; and WHEREAS, it is the collective desire of the City and Vendor to amend the Agreement to update pricing for the City's FY27 annual license subscription for MuleSoft subscription modules and add advisory services for FY27. 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 include Carahsoft Quote #66304659, attached as Exhibit "A" to this Seventh Amendment, for pricing between December 1, 2026, and November 30, 2027. 2. The Agreement is hereby amended to include Carahsoft's Statement of Work ID # 66304659 for advisory services, which is attached as Exhibit "B" to this Seventh Amendment. 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. HI. 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] Seventh Amendment to City Secretary Contract 53948 Between the City of Fort Worth and Carahsoft Technology Corporation Page 2 of 12 ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH By: Dianna Giordano (Oct 8, 2026 09:59:33 CDT) Name: Jesica McEachern Title: Assistant City Manager Date: 10/08/2026 APPROVAL RECOMMENDED: I L7Az. lZ OA. VY �A/BOA. By: c ristopher Har r (Oct 7, 2096 1727:36 CDT) Name: Christopher Harder Title: Director, Water ATTEST: vRpn� con .004 op _Fg Pui o=a° N pd4pnTE7C�a5oo By: V Name: Jannette Goodall Title: City Secretary VENDOR: CARAHSOFT TECHNOLOGY CORPORATION By: Name: Elaine Shadid Title: Service Contract Specialist TL Date: 10/06/2026 Seventh 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. By: Richard (Oct 7,202611:56:27 CDT) Name: Richard Lisenbee Title: Senior IT Solutions Manager, Water APPROVED AS TO FORM AND LEGALITY: By: R kevin An(eY,t,11 M. Kevin Antlers, II (Oct 7, 2026 1735:00 CDT) 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 12 Government - Price Quotation MuleSoft Government at Carahsoft M } MuleSoft 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 www.carahsoft.com I sales@carahsoft.com TO: Robb Bailey Applications Manager City of Fort Worth Water Dept. 920 Fournier St Fort Worth, TX 76102 EMAIL: william.bailey@fortworthtexas.gov PHONE: (817) 392-8272 TERMS: DIR Contract No. DIR-CPO-5687 Expiration Date: May 19, 2027 FTIN: 52-2189693 Shipping Point: FOB Destination Credit Cards: VISA/MasterCard/AMEX Remit To: Same as Above Payment Terms: Net 30 (On Approved Credit) Texas VID#:1522189693700 Sales Tax May Apply LINE NO. PART NO. DESCRIPTION 1 210000068 MuleSoft - Included vCore - Production Salesforce.com, Inc. - 210000068 EXHIBIT A FROM: Will Sanchez Carahsoft Technology Corp. 11493 Sunset Hills Road Suite 100 Reston, Virginia 20190 carahsoft. EMAIL: William.Sanchez@carahsoft.com PHONE: (571) 662-3438 FAX: (703) 871-8505 QUOTE NO: 66304659 QUOTE DATE: 09/11/2026 QUOTE EXPIRES: 11/30/2026 RFQ NO: SHIPPING: ESD TOTAL PRICE: $691,432.71 TOTAL QUOTE: $691,432.71 Start Date: 12/01/2026 End Date: 11/30/2027 2 210000076 MuleSoft - Included vCore - Pre -Production Salesforce.com, Inc. - 210000076 Start Date: 12/01/2026 End Date: 11/30/2027 3 200007496 MuleSoft - Anypoint MO API Requests (500M units) - Titanium Edition (This product is included as part of the Salesforce suite of products) - Annual Salesforce.com, Inc. - 200007496 Start Date: 12/01/2026 End Date: 11/30/2027 4 200007452 MuleSoft - Additional vCore Pre -Production - Titanium Edition (This product is included as part of the Salesforce suite of products) - Annual Salesforce.com, Inc. - 200007452 Start Date: 12/01/2026 End Date: 11/30/2027 5 200007464 MuleSoft - Additional vCore Production - Titanium Edition (This product is included as part of the Salesforce suite of products) - Annual Salesforce.com, Inc. - 200007464 Start Date: 12/01/2026 End Date: 11/30/2027 6 200007437 MuleSoft - Anypoint Platform Base Subscription - Titanium Edition (This product is included as part of the Salesforce suite of products) - Annual Salesforce.com, Inc. - 200007437 Start Date: 12/01/2026 End Date: 11/30/2027 7 200007636 MuleSoft - Anypoint API Manager Pre -Production - Titanium Edition (This product is included as part of the Salesforce suite of products) - Annual Salesforce.com, Inc. - 200007636 Start Date: 12/01/2026 End Date: 11/30/2027 QUOTE PRICE $0.00 TX DIR $0.00 TX DIR $39,224.46 TX DIR $28,017.47 TX DIR $28,017.47 TX DIR QTY EXTENDED PRICE 2 $0.00 4 $0.00 1 $39,224.46 2 $56,034.94 6 $168,104.82 $136,351.71 TX 1. DIR $3,175.31 TX - 21 DIR $136,351.71 $66,681.51 - - Page 4 of 12 Government - Price Quotation EXHIBIT A MuleSoft Government at Carahsoft MuleSoft' LINE NO. PART NO 8 200007633 9 121-SVC 164 10 121-SVC155 Carahsoft echnology Corp. Carahsoft, 11493 SUNSET HILLS ROAD 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 DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE MuleSoft - Anypoint API Manager Production - Titanium Edition (This product is included as part of the Salesforce suite of products) - Annual Salesforce.com, Inc. - 200007633 Start Date: 12/01/2026 End Date: 11/30/2027 MuleSoft - Technical Architect - Hourly Salesforce.com, Inc. - 121-SVC164 Mulesoft - Engagement Manager - Hourly Salesforce.com, Inc. - 121-SVC155 SUBTOTAL: TOTAL PRICE: TOTAL QUOTE: Customer must reference the Carahsoft Quote # 66304659 and TX DIR-CPO-5687 on their Purchase Order Please see corresponding SOW # 66304659 for the full scope of work --Quote Special Terms -- $3,175.31 TX 7 $22,227.17 DIR $279.35 TX 660 $184,371.00 DIR $279.35 TX 66 $18,437.10 DIR $691,432.71 $691,432.71 $691,432.71 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. This order form is subject to terms of the Order Form Supplement for MuleSoft available at https://www.salesforce.com/en-us/wp- conte nt/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/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/articleView? id=000270080&lang uage=en_US&type=1 - Page5of12 z EXHIBIT B CARAHSOFT'S STATEMENT OF WORK ID # 66304659 FOR: City of Fort Worth -_�� FORT wow Advisory Services Carahsoft Quote # 66304659 Contract: TX DIR-CPO-5687 Friday September 11th, 2026 SOLUTION PROVIDED BY . &!' ti professional services rT CARAHSOFT TECHNOLOGY CORP. 11493 SUNSET HILLS ROAD, SUITE 100 RESTON, VA 20190 888.66.CARAH I WWW.CARAHSOFT.COM Page 6 of 12 EXHIBIT B 1 Overview 1.1 Introduction This Statement of Work ("SOW") describes a set of services ("Professional Services") to be provided by SFDC to the customer as defined below. "SFDC" Salesforce, Inc., a Delaware corporation 1.2 Contract and Billing Information SFDC Primary Sales Contact Aaron Schlenz aschlenz@salesforce.com 240-529-8185 "End User, Client, or Customer" City of Fort Worth Carahsoft Representative Will Sanchez William.sanchez@carahsoft.com 571-662-3438 1.3 Definitions All capitalized terms not defined in this SOW will have the meaning set forth in the Agreement. • "Agreement" means Texas DIR-CPO-5687 Contract • "Application" means any online, web -based services and offline, on -premises components made available by SFDC or any SFDC Affiliate to Customer under a separate agreement in effect between Customer and SFDC or any SFDC Affiliate. • "Fees" means the Professional Services fees pursuant to the performance of this SOW. • "Change Order" is a formal amendment to this SOW generated by SFDC and signed by both parties. • "Effective Date" is the latter of the parties' respective execution dates of this SOW and the Purchase Order, if required by Customer or SFDC, is received. • "SOW Term" means the duration for the performance of the Professional Services pursuant to this SOW and any Change Order. 2 Scope Subject to the terms of this SOW and the Agreement, SFDC will provide the Professional Services set forth below in this Section 2. References to Customer in this Section 2 are deemed to include Client. 2.1 Background/Objective The Customer's high-level business objectives for these Professional Services are summarized below. These objectives are for informational purposes only (not a Customer or SFDC obligation). • Decrease operating costs or costs of ownership • Decrease systems integrator and implementation costs • Decrease technical debt The customer needs MuleSoft services in support of their CIS project, with an early 2028 implementation date. These services will consist of mainly Advisory expertise, along with some capacity for implementation services as time allows and per customer priority 2.2 Expert Services Subject to the terms of this SOW and the Agreement, SFDC will provide the Professional Services set forth below. The scope described in this section consists of consultation -based services ("Expert Services") from SFDC personnel with expertise in specific subject areas. Expert Services do not provide Deliverables or a configured Application, and are deemed accepted upon delivery. Staff Augmentation The primary purpose of this engagement is to provide the Customer with a Mulesoft Technical Architect for 33 weeks in a half time capacity to support the customer with the CIS project. Page 7 of 12 EXHIBIT B General Expert Services The primary objective of this engagement is to oversee requirements gathering and design, identifying risks, gaps, design alternatives and best practices as they relate to the overall solution design. Customer desires to identify and design common Application components that can be re -used across their enterprise. SFDC will provide guidance to the implementation team to promote the use of standard Application functionality in an effort to avoid overly complex customization and later redesign. Under the direction of Customer's Project Manager, Customer and SFDC will mutually prioritize Application areas on which the Professional Services will focus. SFDC will address the highest priorities, limited by the defined schedule of hours specified in Schedule and Fees. Professional Services may include: • Provide support to Customer only via phone / web meetings. • Schedule phone sessions and topics agreed in advance between Services team and Customer. • Participate in review of Customer's functional and technical requirements and design. • Identify design options for out -of -the box functionality rather than customization to satisfy key requirements. • Provide recommendations on alternative approaches, where applicable. • Perform a design review which includes review of design documents produced by the Customer, and provide feedback and guidance on the Customer's proposed design approach. • Provide input and feedback on the implementation plan and sequence of events in Customer's project plan. • Provide deployment strategy consultation. • Serve as liaison with the SFDC Product Management team regarding key topics that will require feedback and / or validation from this group. In this role, SFDC will communicate Customer's end customer's requirements to the Product Management team, and channel feedback to Customer. • Participate in onboarding to review and validate project documentation including current state architecture, design specifications, business requirements, process flows and other supporting materials. • Provide recommendations regarding future development, including areas of concern with functional and application design. • Participate in design and working data model sessions, providing input to the development of functional and technical design documentation. • Identify common approaches for UI integration between the Application and other platforms. • Review and validate proposed approach, as defined by Customer, for addressing requirements included in currently anticipated scope. • Assist in deployment planning. 2.3 General Scope Assumptions • Scope may be constrained by the complexity of the Customer's technical requirements and data models, as well as the functionality and capabilities of the Application. • Standard capabilities will be used where reasonably possible. • Clicks -not -code configuration will be used where reasonably possible. • Custom code will be used only if SFDC deems it necessary. 2.4 Scope Exclusions Any work not specified in this SOW is considered out of scope, including but not limited to the following: • Overall project management including project planning and resource planning; • Primary responsibility for project outputs; • Management of Customer resource; • Creation of documentation; • Build and configuration work; • Test and deployment work; and • Interaction with the end customer. 3 Schedule and Professional Services Fees 3.1 Schedule SFDC estimates the project to be 33 (thirty-three) weeks. This estimation is based on SFDC's assumption that it will be able to perform the Professional Services without delays initiated by Customer or Client. The Professional Services will begin on a start date to be mutually agreed in writing (email acceptable) but no sooner than four (4) weeks after this SOW's Effective Date. This Page 8 of 12 EXHIBIT B SOW and the resources and rates included will expire twelve (12) months after SOW Effective Date. Extensions and any rate increases will require a fully executed Change Order. 3.2 Fees Time and Material Fees Professional Services are provided on a time and materials ("T&M") basis. The estimated total Fees are provided in the table below. This T&M estimate is based upon initial discovery performed prior to signature of the SOW and the actual Fees may be more or less than the estimate below. A Change Order will be required if the Fees exceed the estimated total below. Any change in resources or moving of hours between resources requires a Change Order before such change occurs, unless Customer obtains written notice from the Client's authorized representative confirming a Change Order is not required for such change. All Fees for actual hours worked and taxes (if applicable) associated with the Professional Services will be invoiced monthly and payable in accordance with the terms of the Agreement. The table below defines the annual rate structure for this SOW and the associated estimated Fees by resource type to perform the Professional Services described in this SOW during the SOW Term. Estimated Professional Services Fees Estimated T&E Estimated Taxes Estimated Totals MuleSoft - Technical Architect MuleSoft - Engagement Manager Estimated Annual Subtotals $202,808.10 $0.00 $0.00 $202,808.10 Hourly Rate Hours Fee $279.35 660 $184,371.00 $279.35 66 $18,437.10 $202,808.10 3.3 Travel and Related Expenses "T&E" means all travel -related and other expenses, including but not limited to transportation, mileage, and reasonable out-of-pocket expenses, incurred by SFDC in connection with the Professional Services. T&E is currently estimated at $0.00. Customer will reimburse Carahsoft for T&E incurred in connection with Professional Services. 4 Customer Responsibilities SFDC expects to execute the activities outlined in this SOW as an uninterrupted stream of work. Timely and successful performance of the Professional Services pursuant to this SOW requires ongoing collaboration between SFDC and Customer. Customer is responsible for certain key tasks, contributions and timely reviews to enable SFDC to perform its obligations under this SOW. Delays in the performance of the Professional Services caused by Customer may result in additional applicable charges for resource time. Neither Carahsoft nor SFDC shall be responsible for delays or other damages caused by Customer's failure to meet its obligations. Client is contractually bound by the Customer requirements, assumptions, and acknowledgements in this Section 4. 4.1 Customer Resource Requirements Customer Team Customer will make available appropriately skilled and knowledgeable Customer resources to provide active and continuous participation, including but not limited to timely review, feedback, approvals and decision making. Customer will assign a project manager responsible for directing the activities of the SFDC personnel delivering the Professional Services. Page 9 of 12 EXHIBIT B Technology and Application Access • Customer will procure, install, host, test, deploy, monitor and maintain equipment, infrastructure, hardware, software, technical infrastructure, stable internet with sufficient bandwidth, and other technology, including patches and upgrades of each of the foregoing, required to enable provisioning of the Professional Services. • Customer will identify and enable permissions for SFDC personnel as system administrators or users of Customer's Application instances as reasonably necessary for the provision of the Professional Services. SFDC may download log file data and upload data files to perform its duties. • SFDC will have access only to the Customer's Application and not to Customer's non-SFDC systems including but not limited to: internal enterprise platform, buying platforms, ad servers, third -party applications, time logging systems, project management systems, and defect management tools. Coordination and Location of Services The Professional Services described in this SOW will be delivered virtually, unless otherwise mutually agreed by the parties in writing (email sufficient). If work is performed on -site at a facility of Customer or any of its Affiliates, then Customer will provide, at no charge to SFDC, office workspace, suitably configured computer equipment, stable internet with sufficient bandwidth, and access to appropriate and knowledgeable employees and agents of Customer. Work performed on -site is subject to T&E in accordance with Section 3. 4.2 Customer Obligations Data Source Availability • Customer will have one or more of its data sources ready for import prior to the start of the Professional Services. • External data imported as part of automation must be in the SFDC defined format. • Customer will provide SFDC with access to the data sources to be integrated and required end -points. • Non -API data sources will be provided in the SFDC defined format. Data Quality Customer is responsible for data quality, including but not limited to: • Data transformation, cleansing, aggregation, merging, and de -duplication of Customer's import or exports; • Data configuration, extract processing, and quality assurance testing of data prior to submitting to SFDC; • Deletion or overwriting of data records; and Data integration tasks after the files reach their defined end points. Creative Assets Customer will identify, procure, and provide SFDC with creative content, including but not limited to: • Copywriting and language translations; • Design, development, content, branding guidelines; and • Graphic assets including but not limited to: fonts, logos, links, stock photography, graphics, HTML code and .PSD files. Use of Services Customer is responsible for its use and distribution of the Application including any configuration work associated with the Professional Services. Third Parties Customer is responsible for the acquisition, contracting, licensing, and associated costs of third -party applications. Customer is responsible for the integration with third -party applications, unless otherwise defined as in scope in Section 2. Customer is responsible for coordination and management of third -party providers or vendors that may be involved in the project. SFDC is not responsible for and does not warrant third -party products or services. Customer acknowledges and agrees that third -party applications, including but not limited to third -party applications available on the AppExchange, and anything related to the performance or functionality of any such application, is not the responsibility of SFDC. Customer is responsible for installation, implementation, configuration, and maintenance to support third -party applications. Customer will ensure that third -party integration tools and related infrastructure are in place within reasonable time frames for the performance of the Professional Services. SFDC will not have a direct line to providers of APIs or any of Customer's third -party vendors. If necessary, Customer will provide sufficient access to third -party contacts to SFDC as required for SFDC to perform its obligations hereunder. SFDC will take direction or assignment of the Professional Services only from Customer and not from Customer's third - party provider. 4.3 Customer Acknowledgements SFDC Resources • Customer's execution of this SOW constitutes its express consent for SFDC to use subcontractors to perform Professional Services. SFDC will be responsible for the performance of the Professional Services by its personnel Page 10 of 12 EXHIBIT B (including employees and contractors) and their compliance with SFDC's obligations under this SOW, except as otherwise specified herein. All work conducted by resources under this SOW are considered billable Professional Services and are not related to entitlement services provided by SFDC programs (e.g. Product Support, Customer Success, etc.). Customer will submit and oversee general technical support cases to the Salesforce support team. SFDC will not perform general technical support duties under this SOW. SFDC will provide proficiency on the Application exclusively and makes no guarantee that resources are proficient in other programming languages or platforms. Unless otherwise mutually agreed during the Define stage, the Professional Services will be performed during normal business hours (Monday — Friday, 8:30 a.m. - 5:30 p.m. in the time zone of the location where the Professional Services resource is located, unless otherwise agreed in writing by the parties (email sufficient)), excluding holidays. Scheduling work outside of such normal business hours ("After -Hours Work") requires staffing considerations and needs to be planned at least twenty (20) business days in advance of need. 5 General Terms 5.1 Change Control In the event of changes in the scope of work or other terms of this SOW, the parties will work together in good faith to agree upon an appropriate Change Order to this SOW following the Change Control Process defined below. SFDC shall have no obligation to perform additional or modified Professional Services absent agreement on a Change Order. The Professional Services Fees or SOW Term may be subject to a Change Order in the event of a material change or deficiency in the information Customer provides to SFDC, an unanticipated event that materially changes Customer's service needs or requirements, a change in law, regulation or enforcement affecting the Professional Services, or a force majeure event. Change Control Definitions • "Change Control" describes the process for managing potential project changes. • "Change Request" is an informal request by Customer or SFDC to modify the scope or schedule or Fees of the Professional Services to be provided pursuant to this SOW. • "Change Order" is a formal amendment to this SOW as defined in Section 1.3. Change Control Process SFDC shall continue performing the Professional Services in accordance with this SOW until the parties agree in writing on the change in scope of work, resources, scheduling, fees, and other applicable terms. The following provides a summary of the process to follow if a change to this SOW is desired: 1. Customer or Carahsoft submits a written (email acceptable) Change Request, including the following: o Change description, detailing what is requested to be amended in this SOW; o Rationale for the change; and o Impact the change may have on the Professional Services. 2. Both Customer and Carahsoft review the Change Request to determine the merits of the request and the impact on the scope, resources, schedule, fees, and other terms and conditions of this SOW that may result from the implementation of the Change Request. 3. The parties decide either to accept or to reject the requested change. 4. If accepted, Carahsoft prepares a Change Order, which includes a description of the applicable changes to scope, planned resources, timeline, fees, and other terms and conditions. 5. Carahsoft executes the Change Order and sends it to Customer. 6. Customer executes the Change Order, and, if applicable, generates a purchase order associated with that Change Order. 7. The Professional Services described in the fully executed Change Order will be performed by SFDC and included as part of this SOW. 5.2 Segmentation Customer acknowledges that this SOW is limited to the Professional Services and does not convey any right to use the Application. Any use of the Application by Customer or Client will be governed by a separate agreement. Customer agrees that its purchase of the Professional Services is not contingent on the delivery of any future Application functionality or features, or on any oral or written public comments by SFDC regarding future Application functionality or features. Page 11 of 12 EXHIBIT B 5.3 Termination In the event that the Customer has a contractual right to terminate the SO related to the Professional Services described herein. Customer shall promptly notify Carahsoft in writing if Customer terminates the contract. In such event, Customer may terminate this SO with thirty (30) days' prior written notice to Carahsoft. Either party may terminate this SO for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 5.4 General This SOW may be signed in counterparts, each of which shall be deemed an original. This SO is subject to the terms and conditions of the Agreement, except to the extent otherwise expressly set forth in this SO In the event of a conflict between any term of this SO and the Agreement, the terms of this SO will control. IN WITNESS WHEREOF, the parties have caused this SO to be executed by their respective duly authorized representatives as identified below. Authorizing Authorizing Signature Signature Name Jesica McEachern Name Title Assistant City Manager Title Date 10/08/2026 Date Elaine Shadid Service Contract Specialist TL 10/06/2026 Page 12 of 12 1" N L O E o 3 C N U) N 0) o 0 oFC d 0T O-' 0 0)) U) 42. Q a) m La) N CD L — Co Q Ul (I) E U-0) v N 0) a C N OC 0 = >. 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L) C (n OE U U U O U N- N- (N 0 U N p) U U O O O iz Hma U (n���N U) (n CC O 7 Vi D L a) H ti OI U()<.2 LL()�.nLn O_ LO Q LL W O s O O m 0 d E a1 0 O (N O LU a) D 2 LU L N U C O U C O E O 'I- C m O Cl) H z w 2 0 I.- 0 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Carahsoft Technology Corporation Subject of the Agreement: Update pricing for the City's annual license subscription for MuleSoft subscription modules and add advisory services. 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 0 53948 A7 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No IZI If unsure, see back page for permanent contract listing. 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. Effective Date: 12/01/2026 If different from the approval date. Expiration Date: 11/30/2027 If applicable. Is a 1295 Form required? * Yes ❑ No EZI *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes © No 0 Contracts need to be routed for CSO processing in the following 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. FORT Wo RT ar Water Department Contract Routing and Transmittal Slip DOCUMENT: City Secretary Contract No. 53948, Amendment No. 7 Richard Lisenbee, Compliance Manager — Signer Shane Zondor, Assistant Director — Approver avid Zondor Jan Hale, Deputy Director — Approver J{f JH Christopher Harder, Director — Signer M. Kevin Anders, II — Signer for Legal Jesica McEachern, Asst City Manager — Signer Katherine Cenicola, Asst City Secretary — Approver CC Jannette S. Goodall, City Secretary — Signer Allison Tidwell, City Secretary's Office — Form Filler Tim Shidal, Sr. IT Business Planner — Acceptor