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HomeMy WebLinkAbout065279 - General - Contract - SHI Government Solutions, Inc.CSC No. 65279 FORT WORTH. VENDOR SERVICES AGREEMENT (Infor•rnation Technolog}) This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, by and through its duly authorized Assistant City Manager, and SHI/Government Solutions, Inc. ("Vendor,") a Texas corporation, acting by and through its duly authorized representative. City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." WHEREAS, the Fort Worth Water Department is replacing its existing hardware and software infrastructure as part of its Water Customer Information System Meter to Cash Program project ("CIS Project") (City Project No. 104667); and WHEREAS, on May 12, 2026, the Fort Worth City Council approved Mayor and Council Communications (M&C) 26-0381, which, inter- alia, authorized execution of a long-term contract with Itineris NA, Inc. ("Itineris") as part of the CIS Project; and WHEREAS, Itineris requires the City to acquire additional Microsoft Dynamics 365 licenses because its software solution is integrated with the Microsoft software ecosystem; and WHEREAS, Vendor is the City's vendor of Microsoft Dynamics 365 licenses. AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. Exhibit A —Microsoft Volume Licensing / Server and Cloud Enrollment Plus Amendments; 2. This Vendor Services Agreement; 3. Exhibit B — Pricing Proposal and Payment Schedule; 4. Exhibit C — Signature Authorization Form; All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Agreement shall control. I . Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide the City with the Microsoft software subscriptions as outlined in Exhibit "A." Specifically, Vendor will perform all duties outlined and described in the Statement Of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Vendor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations that are applicable to its capacity as a reseller of Services. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall control. 2. Term. This Agreement shall commence on June 1, 2026 ("Effective Date") and shall expire no later than May 31, 2031 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for three (3) five-year renewal OFFICIAL RECORD Vendor Services Agreement — Technology CITY SECRETARY Page 1 FT. WORTH, TX terms at the City's option, each a "Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. Compensation. 3.1. The City shall pay Vendor an amount not to exceed Two Million Seven Hundred Sixty -Four Thousand Eight Hundred Sixty -Three Dollars and Sixty Cents ($2,764,863.60) in accordance with the provisions of this Agreement including Exhibit "B," which is attached hereto and incorporated herein for all purposes. 3.2. Vendor shall not perform any additional services or bill for expenses incurred for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless the City first approves such expenses in writing. 3.3. City shall pay Vendor in accordance with the Prompt Payment Act (Texas Government Code Chapter 2251) and provisions of this Agreement 3.4. If the City requires additional reasonable information, it will request the same promptly, in writing, after receiving the above information, and the Vendor must provide such additional reasonable information in writing, to the extent the same is available. Vendor must submit invoices to Supplierinvoices@fortNvorthtexas.gov and zz_IT—Finance_Purchasing@fortworthtexas.gov. Invoices must include the applicable City Department business unit number and complete City of Fort Worth Number (ex. FW004- 0000001234). 3.5. The Vendor shall submit corrected/revised invoices within seven (7) calendar days after receiving written notice from the City for a corrected/revised invoice. 3.6. Unpaid invoices and/or appeals for service performed throughout the fiscal year (October 1 - September 30) must be resolved within thirty (30) days of the City's new fiscal year. Vendor shall provide its invoices for the last month of the City' s prior fiscal year (September I- 30) no later 10 days after the start of the City' s new fiscal year (i.e. no later than October 10.) No previous year invoices will be paid after October 30th of the current year. 4. Termination. 4.1. Convenience. Omitted. 4.2. Breach. If either party commits a material breach of this Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except Vendor Services Agreement —Technology Page 2 as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4. Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine-readable format or other format deemed acceptable to the City. 5. Disclosure of Conflicts and Confidential Information. 5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Artificial Intelligence. 6.1. Definitions. For purposes of this Agreement: 6.1.1. "City Data" means all data, content, records, information, and materials, in any form or format, provided or made accessible by the City or its employees, agents, licensees, or customers to Vendor or collected, created, generated, or derived by Vendor in the course of performing or providing the Services under this Agreement. 6.1.2. "Artificial Intelligence" or "Al" any machine -based system that, for any explicit or implicit objective, infers from the inputs the system receives how to generate Vendor Services Agreement — Technology Page 3 outputs, including content, decisions, predictions, or recommendations, that can influence physical or virtual environments. 6.2. Use Restrictions. Vendor shall not, as applicable: 6.2.1. use City Data to train, refine, test, or otherwise develop any Al system except in the context of providing the Services under this Agreement and for the exclusive use of the City; 6.2.2. commingle City Data with other data sets for the purpose of training or improving Al except in the context of providing the Services under this Agreement and for the exclusive use of the City; 6.2.3. deploy Al systems in providing the Services in a manner that results in Vendor or any third party obtaining any rights in City Data or derivative works thereof; or 6.2.4. input or upload City Data into any open generative Al tool or service, without the City's express prior written consent, which consent must clearly and unambiguously reference this Section 6 and state that the City intends to modify or waive the restrictions herein; neither a clickwrap agreement or terms nor generic or boilerplate provisions in Vendor's standard terms, linked terms, or other documents shall constitute valid consent for put -poses of this provision. 6.3. Cross -Border Transfer of City Data. Vendor shall provide the City with written notice of its intent to transfer City Data outside the United States. Vendor acknowledges and agrees that it shall not transfer City Data outside the United States without the City's express written consent. 6.4. Ownership and Rights. All right, title, and interest in and to City Data and any AI - generated or AI -enhanced content or outputs that incorporate or rely upon City Data are and shall remain exclusively with the City. Vendor acquires no rights to use such data or outputs except to perform its obligations under this Agreement. The rights reserved by the City under this provision include, without limitation, all rights relating to the development, training, testing, deployment, commercialization, reproduction, modification, distribution, or derivative use of Al models, algorithms, datasets, data outputs, or any AI -generated or AI -enhanced content, particularly where such activities involve or are derived from City Data or the City's data, systems, infrastructure, or other proprietary resources. 6.5. Notice of Al Use. Vendor shall notify the City in writing before deploying in connection with the Services any Al system that is capable of processing, transforming, or influencing City Data or producing outputs relied on by the City. 6.6. Survival. This provision shall survive the expiration or termination of this Agreement and shall remain in full force and effect thereafter. 7. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("City Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to City Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed Vendor Services Agreement—Tecluiology Page 4 under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, provided, however, that Vendor's obligations shall not apply to the extent any such claim arises from the acts or omissions of City, its employees, agents, or contractors, or from any instructions provided by City. All City Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of City Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer City Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All City Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. Right to Audit. 8.1. Vendor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than thirty (30) calendar days written notice of any intended audits. 8.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 9. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or Vendor Services Agreement —Technology Page 5 subcont►•actors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 10. LIABILITY AND INDEMNIFICATION. 10.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF, ARISING OUT OF OR IN CONNECTION WITH GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF LAW IN THE PERFORMANCE OF THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. VENDOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CITY TO VENDOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 10.3. INTELLECTUAL PROPERTY INFRINGEMENT 10.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 10.3 each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 10.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 10.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service marls, trade Vendor Services Agreement —Technology Page 6 secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. II. Assip-mnent and Subcontracting. 11.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 12. Insurance. 12.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: Vendor Services Agreement — Technology Page 7 12.1.1. Commercial General Liability: 12.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 12.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-for►n provision and shall include coverage for personal and advertising injury. 12.1.1.3. Defense costs shall be outside the limits of liability. 12.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non -owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 12.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 12.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 12.1.5. Technology Liability (Errors & Omissions) 12.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 12.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 12.1.5.3. Coverage shall include, but not be limited to, the following: 12.1.5.3.1. Failure to prevent unauthorized access; 12.1.5.3.2. Unauthorized disclosure of information; 12.1.5.3.3. Implantation of malicious code or computer virus; 12.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 12.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of Vendor Services Agreement — Technology Page 8 intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 12.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 12.1.5.3.7. Any other insurance as reasonably requested by City. 12.2. General Insurance Requirements: 12.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 12.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 12.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 12.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 12.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 12.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. Vendor Services Agreement — Technology Page 9 13. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 14. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 15. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO CITY: City of Fort Worth Attn: Jesica McEachern, Assistant City Manager 100 Fort Worth Trail 14th Floor Fort Worth, TX 76102 With Copy to the City Attorney at same address TO VENDOR: SHI/Government Solutions, Inc. Attn: Legal Department 3828 Pecana Trail Austin, TX 78749 Facsimile: (512) 732-0232 16. Solicitation of Employ. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 17. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 18. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 19. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. Vendor Services Agreement — Technology Page 10 20. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 21. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, material or labor restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States, civil disturbances, other national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it hinders the party's performance, as soon as reasonably possible, as determined in the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. 22. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 23. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 24. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 25. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 26. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 27. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming services. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION Vendor Services Agreement — Technology Page I I ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 28. Milestone Acceptance. Vendor shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Vendor in writing as soon as the determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 29. Network Access. 29.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all purposes. 29.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 30. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 31. Reporting Requirements. 31.1. For purposes of this section, the words below shall have the following meaning: 31.1.1. Child shall mean a person under the age of 18 years of age. Vendor Services Agreement — Technology Page 12 31.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. 31.1.4. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. 31.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 32. Signature Authority. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this Agreement. 34. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) ivill not boycott Israel during the term of the Agreement. 35. Prohibition on Boycotting Energy Companies. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not Vendor Services Agreement — Technology Page 13 boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 36. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade associa- tion; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agree- ment. 37. Electronic Signatures._ This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 38. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement — Technology Page 14 Executed to be effective as of the date signed by the Assistant City Manager below. CITY OF FORT WORTH By: cp(��, Name: Jesica McEachern Title: Assistant City Manager Date: 05/31 /2026 APPROVAL RECOMMENDED: By: CGcYiJi`o,�l�e� �ta�r�e� Chnslopher Hatder (May 27. 2026 18:55:52 CDTI Name: Christopher Harder Title: Director, Water Department ATTEST: �n°n 9f ORT Ildd y �e �9dp p08 °a Sd dddp nEXPsaa` By: Name: Jannette S. Goodall Title: City Secretary VENDOR: SHI Government Solutions, Inc. Name: Paul Linhardl Title: Sr. Lead Contracts Specialist Date: 0fill A/9076 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person re- sponsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Richard Lisenbee Way 20. 2026 15 25 48 CDT) Name: Richard Lisenbee Title: Senior IT Manager, Water Dept. APPROVED AS TO FORM AND LEGAL- ITY: M,KtryAdws-)II M. Kevin Anders, II (May 28. 2026 08:51:03 CDT) Name: M. Kevin Anders, If Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 26-0381 Approval Date: 05/12/2026 Form 1295: 2026-1444191 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement — Technology Page 15 EXHIBIT A MICROSOFT VOLUME LICENSING / MICROSOFT SERVER AND CLOUD ENROLLMENT / AMENDMENT TO CONTRACT DOCUMENTS / DISCOUNT TRANSPARENCY DISCLOSURE FORM Vendor Services Agreement — Technology Page 16 Microsoft Program Signature Form MBA/MBSA number Agreement number 4942672 Volume Licensing AMD000460915 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (must be legal entity name)* City of Fort Worth Signature* Printed First and Last Name* Jesica McEachern Printed Title Assistant City Manager Signature Date* Tax ID required field 05/31/2026 Microsoft Corporation Signature r—XIi;4,� U)a&eel Printed First and Last Name Charles Watson Printed Title Microsoft Authorized Signatory Signature Date 04-24-2026 (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) ProgramSignForm(MSSign)(NA, LatAm)ExBRA, MLI (ENG)(May2020) Page 1 of 2 Document X20-12883 Page 17 Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6880 Sierra Center Parkway Reno, Nevada 89511 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883 Page 18 Server and Cloud Enrollment Server and Cloud Enrollment number 55013311 Microsoft to complete Previous Enrollment number Reseller to complete Microsoft State and Local Framework ID (if applicable) This Enrollment must be attached to a signature form to be valid. This Microsoft Server and Cloud Enrollment is entered into between the entities identified on the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or Customer's Affiliate, that entered into the Enterprise Agreement identified on the signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Microsoft Products and Services Data Protection Addendum, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, (7) the Online Services Supplemental Terms and Conditions if the Enterprise Agreement is a version 2010 or earlier and Enrolled Affiliate is ordering Online Services, and (8) any order submitted under this Enrollment. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. If this Enrollment is entered into under an Enterprise Agreement version 2009 or earlier, the terms and conditions of this Enrollment supersede any conflicting terms and conditions in the Enterprise Agreement with respect to Products licensed under this Enrollment. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. If the Enrollment is renewed, the renewal term will expire on the last day of the month, 36 full calendar months after the effective date of the renewal term. Prior Enroliment(s). If renewing Software Assurance or Subscription Licenses from another Enrollment or agreement, the previous Enrollment or agreement number must be identified in the appropriate box above. If renewing from multiple Enrollments or agreements, or transferring Software Assurance or MSDN details, the Previous Agreement/Enrollment form must be used. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions also apply: "Additional Product" means any Product identified as such in the Product Terms, excluding any Server and Tools Product, and chosen by Enrolled Affiliate under this Enrollment. SCE20261EnrGov(US)Sl-G(ENG)(Aug2025) Page 1 of 13 Document X20-12649 Page 19 "Azure Government Services" means one or more of the services or features Microsoft makes available to Enrolled Affiliate under this Enrollment and identified at http://azure.microsoft.com/en-us/regions/#services, which are Government Community Cloud Services. "Baseline Agreements" means all Microsoft license agreements, including, without limitation, volume licensing agreements, OEM licenses and retail licenses, under which any Affiliate in the Enterprise uses the selected Server and Tools Products. Baseline Agreements do not include any Service Provider License Agreements or Independent Software Vendor Royalty License and Distribution Agreements under which the Enterprise has the right to provide software services or unified solutions to unaffiliated end users. "Baseline Licenses" means Existing Baseline Licenses and New Baseline Licenses, collectively. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Existing Baseline Licenses" means all Licenses in use by any Affiliate in the Enterprise for the selected Server and Tools Products that were obtained under any Baseline Agreement before this Enrollment. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Microsoft Azure Services" means one or more of the Microsoft Azure services or features made available to Enrolled Affiliate under this Enrollment by Microsoft and identified at http://www.windowsazure.com/en- us/home/features/overview/, except Microsoft Azure Marketplace (which is governed by separate terms). "New Baseline Licenses" means the quantity of Licenses for Server and Tools Products ordered under this Enrollment in excess of the Existing Baseline Licenses. "Product Family" or "Family" means the group of Products designated as a Product Family on the Product Selection Form. "Product Selection Form" means the document provided by Microsoft or Enrolled Affiliate's Reseller that (1) identifies all Baseline Licenses, (2) defines the Product Families, (3) establishes the Enrolled Affiliate's price levels for each Product pool and (4) specifies the minimum quantity of Licenses that must be ordered to qualify for this Enrollment. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement. "Reserved License" means for an Online Service identified as eligible for true -up in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. "Server and Tools Product" means any Product identified as such in the Product Selection Form and chosen by Enrolled Affiliate to be included under this Enrollment. "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, SCE20261EnrGov(US)SLG(ENG)(Aug2025) Page 2 of 13 Document X20-12649 Page 20 or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Product Use Rights and Service Level Agreement. Enrolled Affiliate and its Enterprise may download, install and use software Products and access and use Online Services ordered under this Enrollment subject to the terms of this Enrollment, the applicable Use Rights and the Product Terms. In addition to applicable use rights terms of the Enterprise Agreement, the following terms apply to this Enrollment: a. AII„terms and conditions applicable to Microsoft Azure Services also apply to Azure Government Services, except as otherwise noted in the Use Rights and this Enrollment. b. Use Rights for Server and Tools Products. For Server and Tools Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. 3. Order requirements. a. Minimum order requirements. (i) Server and Tools Products. 1) Existing Baseline Licenses. When ordering a Server and Tools Product other than Microsoft Azure, Enrolled Affiliate must identify all Existing Baseline Licenses for the applicable Server and Tools Product Family. Perpetual Licenses owned by the Enterprise but not identified as Existing Baseline Licenses in the applicable Product Family at the start of this Enrollment may not be used during this Enrollment term. 2) Initial Order. Enrolled Affiliate's initial order must meet the minimum purchase requirements for at least one Product Family. For every applicable Product Family except Microsoft Azure the initial order must also include the following: A. Software Assurance on all perpetual Existing Baseline Licenses that have been continuously covered under Software Assurance; B. License with Software Assurance or Subscription License for each Existing Baseline License that has not been continuously covered under Software Assurance; and C. License with Software Assurance or Subscription Licenses for all New Baseline Licenses. 3) Effect of Subscription License coverage on Existing Baseline Licenses. If Enrolled Affiliate orders Subscription Licenses for any Existing Baseline Licenses, the following provisions will apply for the duration of this Enrollment, notwithstanding any provisions to the contrary in the Baseline Agreements: SCE20261 EnrGov(US)SLG(ENG)(Aug 2025) Page 3 of 13 Document X20-12649 Page 21 A. The use rights for those Existing Baseline Licenses will be superseded and replaced by the use rights for the Subscription Licenses. B. The Existing Baseline Licenses shall be non-transferrable. C. The Enrolled Affiliate and its Affiliates must continue to perform any obligations under their Baseline Agreement(s), including but not limited to making payments for any of the Existing Baseline Licenses. D. When this Enrollment expires or is terminated, the Enrolled Affiliate or its Affiliates, as applicable, will have the rights under the Baseline Agreement(s) that it had as of the effective date of this Enrollment, unless it exercises its buy-out option as provided in this Enrollment. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products and Services. c. Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any subsequent orders. d. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. e. Adding Products. (i) Adding new Products not previously ordered. 1) New Server and Tools Products may be added by contacting a Microsoft Account Manager or Reseller. 2) New Server and Tools Products included in a previously ordered Product Family may be added at any time but must be included in the next annual true -up order. 3) Orders for new Additional Products, other than Online Services, must be placed in the month the Additional Product is first used. 4) Subscription Licenses for new Online Services other than Microsoft Azure Services must be ordered prior to use. 5) Microsoft Azure Services may be added as provided in the Product Terms. (ii) Adding Licenses for previously ordered Products. 1) Additional Licenses for previously ordered Products may be added at any time but must be included in the next annual true -up order. 2) Additional Subscription Licenses for Online Services must be ordered prior to use unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. f. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Annual order period. A true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The lasttrue-up order or update statement during an Enrollment term is due within 30 days prior to the Expiration Date. Enrolled Affiliate may submit true -up orders more often to account for increases in SCE20261 EnrGov(US)SLG(ENG)(Aug2025) Page 4 of 13 Document X20-12649 Page 22 Product usage, but an annual true -up order or update statement must still be received by Microsoft during the annual order period. (ii) True -up order. Enrolled Affiliate must determine the maximum number of Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. For Subscription Licenses for Products other than Online Services, the true -up order must indicate the initial use date(s) for each additional Subscription License ordered. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use, and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller, Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (III) Update statement. An update statement must be submitted if there has been no change in the number of Products used within Enrolled Affiliate's Enterprise since the latter of the initial order, the last true -up order, or the prior anniversary date. This update statement must be signed by Enrolled Affiliate's authorized representative. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses only on the Enrollment anniversary date on a prospective basis if permitted in the Product Terms as follows: 1) For Server and Tools Products available as Subscription Licenses, Licenses may be reduced only as long as the minimum order requirements are maintained. If reducing Subscription Licenses that cover Existing Baseline Licenses, Enrolled Affiliate may not use or transfer those Existing Baseline Licenses for the remainder of the term. 2) For Online Services available as Additional Product Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, the applicable Subscription License will be cancelled. Subscription Licenses added after the initial order may not be reduced on the anniversary date immediately following the order but must remain in effect at least until the subsequent anniversary date. Notwithstanding the foregoing, Microsoft Azure Monetary Commitment added after the initial order may be reduced on any anniversary date.lnvoices will be adjusted to reflect any reductions in Subscription Licenses and will be effective as of the Enrollment anniversary date. Except as otherwise prohibited in this section, Enrolled Affiliate may reduce Subscription Licenses on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this sentence will be invoiced to the Enrolled Affiliate for the time period the licenses were made available. (v) Late true -up order. If the annual true -up order is not received when due: 1) Microsoft will invoice Enrolled Affiliate's Reseller for the following year for the quantity of Subscription Licenses ordered in the prior year; however, such invoice will not constitute a waiver of the annual order requirement; 2) Subscription License reductions will not take effect until the following Enrollment anniversary date (or at Enrollment renewal, as applicable); and 3) Microsoft may invoice Enrolled Affiliate's Reseller for all Reserved Licenses not previously invoiced. g. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (I) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up order process. SCE20261 EnrGov(US)SLG(ENG)(Aug2025) Page 5 of 13 Document X20-12649 Page 23 (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. h. Clerical Errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. 1. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Agreement. 4. Pricing. a. Price levels. Each Product is assigned to a Product pool as shown on the Product Terms. Price levels (A, B, C, or D) are set separately for each pool. Price levels for the applicable Product pools are set forth in the Product Selection Form, Enrolled Affiliate's price level for each Product pool under this Enrollment will be Level D. b. Setting prices. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Microsoft's prices for Resellers for each Product or Service ordered (except for Microsoft Azure Services) are fixed throughout the applicable Enrollment term. 5. Payment terms. a. License with Software Assurance and Software Assurance. For the initial and any renewal order for License with Software Assurance and Software Assurance, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's Reseller in full upon acceptance of this Enrollment. If spread payments are elected, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments unless indicated otherwise. The first installment will be invoiced to Enrolled Affiliate's Reseller upon Microsoft's acceptance of this Enrollment and additional installments will be invoiced on each Enrollment anniversary date. Subsequent orders will be invoiced to Enrolled Affiliate's Reseller upon acceptance of the order and must be paid upfront. b. Subscription Licenses (except Microsoft Azure Services). Microsoft will invoice Enrolled Affiliate's Reseller annually in full upon acceptance of each order. Microsoft will invoice Reseller for annual orders on each Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront. c. Microsoft Azure services. Invoicing for Microsoft Azure Services is described in the Product Terms. 6. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but for which it has not previously submitted an order. b. End of term rights for Server and Tools Products. Provided Enrolled Affiliate has paid for all required Licenses, including any Baseline Licenses, on the Expiration Date Enrolled Affiliate will have the following rights: SCE20261 EnrGov(US)SLG(ENG)(Aug2025) Page 6 of 13 Document X20-12649 Page 24 (i) Existing Baseline Licenses with continuous Software Assurance. For perpetual Existing Baseline Licenses continuously covered by Software Assurance, Enrolled Affiliate will have perpetual Licenses to use the latest version of the Product available (or any prior version) as of the Expiration Date, provided that the Existing Baseline Licenses are fully paid. (ii) New Baseline Licenses. For New Baseline Licenses (excluding Subscription Licenses), Enrolled Affiliate will have perpetual Licenses to use the latest version of the Product available (or any prior version) as of the Expiration Date. c. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate may request to renew Products and Services under this Enrollment for one additional 36-month term. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements or Enrollments in order to renew. In order for a renewal request to be considered, Microsoft must receive a Renewal Form, Product Selection Form, and renewal request prior to or at the Expiration Date. Microsoft will review a renewal request made under this section in good faith and may accept or reject such request in its sole discretion. d. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Extended Term for eligible Online Services. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term option that allows Online Services to continue month -to -month ("Extended Term") is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in this section. Enrolled Affiliate's termination under this section will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services without an Extended Term. If Enrolled Affiliate elects not to renew or exercise its buy-out rights for Products eligible for buy-out, Subscription Licenses will be cancelled and will terminate as of the Expiration Date. Any associated software must be uninstalled, media must be destroyed and the Enterprise must discontinue use. Microsoft may request written certification to verify compliance. e. Buy-out option. (1) For Subscription Licenses. Enrolled Affiliate may buy out active Subscription Licenses acquired under this Enrollment for Products other than Online Services and acquire SCE20261 EnrGov(US)SLG(ENG)(Aug2025) Page 7 of 13 Document X20-12649 Page 25 perpetual Licenses for the latest version of the Product as of the Expiration Date by placing an order for such Licenses. (ii) Buy-out order date. Microsoft must receive the buy-out order no more than 30 days prior to the Expiration Date. The Expiration Date will be the invoice date for the buy-out order. f. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" Section of the Agreement. In addition, the following will constitute a breach of this Enrollment: (1) Enrolled Affiliate or any Affiliate in the Enterprise fails to timely pay for any existing Baseline License, (2) any existing Baseline Agreement is terminated for cause prior to full payment, or (3) Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. g. Early termination. If Enrolled Affiliate terminates this Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment because Enrolled Affiliate has ceased to be Customer's Affiliate, then Enrolled Affiliate will have the following options for Licenses, excluding Subscription Licenses: (i) It may immediately pay the total remaining amount due, including all installments, in which case, Enrolled Affiliate will have perpetual rights (1) for Server and Tools Products, as described in the section entitled "End of Term rights for Server and Tools Products" and (2) for Additional Products, for all Licenses (excluding Subscription Licenses) it has ordered (for the latest version of Products ordered under Software Assurance coverage in an initial or renewal term); or (ii) It may pay only amounts due as of the termination date, in which case Enrolled Affiliate will have perpetual Licenses (for the latest version of Products ordered under Software Assurance coverage in an initial or renewal term) for (1) all copies of Products for which payment has been made in full, and (2) a proportional number of copies of Products it has ordered for which payment has been made. h. Early termination for Subscription Licenses. Notwithstanding anything to the contrary in any of the documents that collectively constitute the Enterprise Agreement, if an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment because Enrolled Affiliate has ceased to be Customer's Affiliate, then Enrolled Affiliate will have the following options with respect to Subscription Licenses: (i) Enrolled Affiliate may obtain perpetual Licenses as described in the section entitled "Buy- out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. (ii) If not exercising the buy-out option, Enrolled Affiliate will receive a credit for any amount paid in advance that would apply after the date of termination. I. Early termination for Online Services. For Online Services, if an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates this Enrollment for regulatory reasons or because Enrolled Affiliate has ceased to be Customer's Affiliate, then Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 7. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government SCE20261 EnrGov(US)SLG(ENG)(Aug2025) Page 8 of 13 Document X20-12649 Page 26 Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. SCE20261 EnrGov(US)SLG(ENG)(Aug2025) Page 9 of 13 Document X20-12649 Page 27 Enrollment Details 1. Enrolled Affiliate's Enterprise. Identify which Agency Affiliates are included in the Enterprise (Required). Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates. 0 Enrolled Affiliate only. ❑ All Affiliates. All Affiliates of Enrolled Affiliate are hereby included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates' compliance with this Enrollment. ❑ Enrolled Affiliate including. Only the Enrolled Affiliate and the Affiliates listed below will be included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates' compliance with this Enrollment. The following Affiliates are included in the Enterprise: Notwithstanding anything to the contrary in the Agreement, the parties acknowledge and agree to the following: Products ordered under this Enrollment may be subject to U.S. and other countries' export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Products, including, without limitation, trade laws of the U.S., EU, and UK, such as the U.S. Export Administration Regulations, sanctions regulations administered by the U.S. Office of Foreign Assets Control, the EU Dual Use Regulation 2021/821, and/or other end -user, end use, and destination restrictions ("Trade Laws"). Customer will not, and will ensure its Affiliates will not, take any action that causes Microsoft to violate applicable Trade Laws. Microsoft may suspend or terminate this Enrollment immediately without notice to the extent that Microsoft reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws. Customer remains responsible for its and for its Affiliates' compliance with this section and, to the extent applicable, a Regional Trade Compliance Supplemental Terms incorporated herein by reference. 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https:Hprivacy.microsoft.com/privacystatement. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact may also be an Online Administrator for Volume Licensing SCE20261 EnrGov(US)SLG(ENG)(Aug2025) Page 10 of 13 Document X20-12649 Page 28 in the Microsoft 365 Admin Center (MAC) and may grant online access to others. The Primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes. Name of entity (must be legal entity name)* City of Fort Worth Contact name: First* Richard Middle Last* Lisenbee Contact email address* richard.lisenbee@fortworthtexas.gov Street address* 100 Fort Worth Trail City* Fort Worth State* TX Postal code* 76102 (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone*817-392-2515 Tax ID Work or School (WSA) Account ID richard.lisenbee@fortworthtexas.gov * indicates required field b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for Volume Licensing in the Microsoft 365 Admin Center (MAC)and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Services, including adding or reassigning Licenses and stepping -up prior to a true -up order. ❑ Same as primary contact (default if no information is provided below, even if box is not checked) Name of entity*: City of Fort Worth Contact name: First* Richard Middle Last* Lisenbee Contact email address* rich ard. lisenbee@fortworth texas. gov Street address* 100 Fort Worth Trail City* Fort Worth State* TX Postal code* 76102 (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 817-392-2515 Work or School (WSA) Account ID richard.lisenbee@fortworthtexas.gov Language preference. Choose the language for notices, English ❑ This contact is a third party (not Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required field c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment. ❑ Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name: First* William "Robb" Middle Last* Bailey Contact email address* william.bailey@fortworthtexas.gov Phone* 817-392-8272 Work or School (WSA) Account ID ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required field d. Azure Services Administrator. This contact is authorized to manage the Azure Services ordered under the Enrollment. SCE20261 EnrGov(US)SLG(ENG)(Aug2025) Page 11 of 13 Document X20-12649 Page 29 Cl Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name: First* Richard Middle Last* Lisenbee Contact email address* richard.lisenbee@fortworthtexas.gov Phone 817-392-2515 ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required field e. Reseller information. Reseller's contact for this Enrollment is: Reseller company name* SHI International Corp. Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Somerset State* NJ Postal code* 08873-4145 Country* United States Contact name* Sarah Latini Phone* 888-764-8888 Contact email address* msteam@shi.com * indicates required field By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Name of Reseller* SHI International Corp. Signature* Sasra3vLatf4w Printed name* Sarah Latini Printed title* Date* * indicates required field Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. f. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the Notices Contact and Online Administrator remains the default. (i) Additional Notices Contact (ii) Software Assurance Manager (III) Subscriptions Manager (iv) Customer Support Manager (CSM) contact 3. Financing. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, O No. SCE20261 EnrGov(US)SLG(ENG)(Aug2025) Page 12 of 13 Document X20-12649 Page 30 4. Upfront Payment. Does Enrolled Affiliate wish to pay upfront as allowed in the Payment terms section of this Enrollment? ❑ Yes, ® No. SCE20261 EnrGov(US)SLG(ENG)(Aug2025) Page 13 of 13 Document X20-12649 Page 31 Microsoft Volume Licensing Server and Cloud Enrollment Product Selection Form This document must be attached to a signature form to be valid. Terms used but not defined herein will have the meaning provided in the Enrollment. Price Levels for Server and Tools Products and Additional Products: Instructions: Include the agreement or enrollment name and number below that qualifies the Enrolled Affiliate for the price levels indicated in this Product Selection Form. Instructions: Fill out the Product Selection Form (PSF), and the associated Customer Price Sheet (CPS) according to the table below. Licenses with Software I Existing Baseline Licenses with I SA Assurance j continuous Software Assurance New Subscription Licenses New Subscription Licenses MSU New Licenses New Licenses with Software LicSAPk Assurance Determining the number of Licenses and SKUs Enter the actual number of licenses in the PSF. Some SKUs (SQL and Biztalk) include more than one license. For such SKUs, divide the number of licenses on the PSF by the number of licenses included in each SKU to determine the quantity of SKUs to enter on the Customer Price Sheet. SCEProdSelForm(VW )ExPRC(ENG)(Nov2019) Page 1 of Document X20-12875 Page 32 Product Selection Form Baseline Licenses Existin4 Baseline New Baseline Licenses Product selection Licenses Existing Licenses with Software New Subscription New Licenses with Software Product Server and Tools Assurance Licenses Assurance Family Product SQL Server Enterprise Per Core SQL Server Standard SQL Server() Per Core SQL Server Standard Server SQL Server CAL BizTalk Server Enterprise Per Core BizTalk BizTalk Server Server Standard Per Core BizTalk Server Branch Per Core Visual Studio Ultimate N/A(2) N/A N/A with MSDN Visual Studio N/AM N/A N/A Premium with MSDN Visual Studio Enterprise with MSDN Visual Studio Visual Studio Enterprise with GitHub Enterprise Visual Studio Test Professional with MSDN Azure DevOps Server CAL SCEProdSelForm(VWu)ExP RC(ENG)(Nov20l9) Page 2 of 4 Document X20-12875 Page 33 Baseline Licenses Existing Baseline New Baseline Licenses Licenses Product Selection Existing Licenses with Software New Subscription New Licenses with Software Assurance Product Server and Tools Assurance Licenses Family Product Visual Studio MSDN Platforms (Continued) SharePoint SharePoint Server Server Azure Azure Monetary The monetary commitment is tracked on the CPS if applicable Commitment CIS Datacenter CIS Standard Windows Server (3) N/A N/A Datacenter Core Infrastructure System Center (3) N/A N/A Suite Datacenter Windows Server (3) N/A N/A Standard System Center (3) N/A N/A Standard (1) SQL Server Enterprise Edition Server (non -core) licenses are not required as part of the baseline, however SA renewal is available as an additional product. If customers choose not to renew SA, it cannot be attached later. R) Visual Studio Premium with MSDN and Visual Studio Ultimate with MSDN Existing Baseline Licenses should be counted as Visual Studio Enterprise with MSDN Licenses. (3) Quantities of Windows Server and System Center Licenses with continuous Software Assurance can be combined to renew CIS SA as described in the Product Terms, or added to the CPS using the appropriate L+SA CIS w/o SKU where the quantity of each is different. For example, 100 Windows Server and 100 System Center licenses with Software Assurance can be combined as 100 CIS SA renewals (of the equivalent edition). 100 Windows Server and 50 System Center licenses with Software Assurance can be combined as 50 CIS licenses (of the equivalent edition) and 50 L&SA CIS w/o Windows Server. (1) Quantities of Windows Server and System Center without continuous Software Assurance will be added as full CIS subscriptions. SCEProdSelForm(W W)ExPRC(ENG)(Nov20l9) Page 3 of 4 Document X20-12875 Page 34 Minimum Purchase Requirements • .. Order SQL Server The quantity of SQL Per Core licenses needed for 50 cores OR 5 SQL Server editions with 250 CALs SQL Server editions require CALs . BizTalk Server 24 Cores of any combination of Biztalk Server Editions. The SQL Server product family must be selected in the above table. 20 Licenses of any combination of: Visual Studio Enterprise with MSDN, Visual Studio Enterprise with GilHub Enterprise and MSDN Platforms. A Baseline License is required for each user of any software licensed through MSDN Visual Studio subscription. Use of MSDN Software includes, but is not limited to, developing and testing programs using the software as well as installing, configuring and managing the software. Examples of users include (but are not limited to): developers, testers, and other IT employees interacting with application development infrastructure. SharePoint Server 5 Servers. The SQL Server product family must be selected in the above table. Core All licensed Windows Server deployments must be licensed with an appropriate Infrastructure Core Infrastructure Suite SKU. Minimum order is 400 Core Licenses for Core Suites Infrastructure Server Suites Standard or Datacenter (either edition or any combination of both). For commercial customers in Argentina, Australia, Austria, Belgium, Canada, Chile, Denmark, Finland, France, Germany, Greece, Iceland, Ireland, Jamaica, Italy, Lichtenstein, Luxemburg, Netherlands, Norway, Portugal, Puerto Rico, South Africa, Spain, Sweden, Switzerland, Trinidad & Tobago, U.K., U.S., and Uruguay, Azure Monetary Commitment is no longer allowed to be purchased Azure Monetary as the only Server and Tools Product. Commitment Otherwise, if Azure Monetary Commitment is the only Server and Tools Product selected and the Enrollment Is versioned 2016 or later, the Minimum Initial Order for Monetary Commitment is 10 Monetary Commitment units per month. If Azure Monetary Commitment is not the only Server and Tools Product selected, the Minimum Initial Order for Monetary Commitment is 1 Monetary Commitment unit per month. SCEProdSelForm(WW)ExPRC(ENG)(Nov20l9) Page 4 of 4 Document X20-12875 Page 35 �® Microsoft Amendment to Contract Documents Agreement Number Volume Licensing AMD000460915 These amendments are entered into between the parties identified on the attached program signature form. They amend the Enrollment or Agreement identified above. All terms used but not defined in these amendments will have the same meanings provided in that Enrollment or Agreement. Server and Cloud Enrollment Future Discount Commitment for Business Applications Amendment ID M532 The parties agree that the Enrollment is amended by adding the following as new subsection in Section 3, Pricing: Discount Commitment for Business Applications Products As a one-time exception, Microsoft shall, subject to the conditions below, commit to providing a discount percentage applied to the then -current list price, of the discount percentage(s) set forth in the table below for one subsequent 3-year term immediately following the expiration of the term of this Enrollment for the Product(s) associated with the SKUs outlined in the table below (hereinafter the "discount commitment'). SKUs Product Discount percentage DKC-00001 D365 BA Additional Database Storage GCC Sub Add -on Extra Storage 1 GB 37.95 AAU-31256 D365 Contact Center AO GCC 0 NVG-00005 D365 Customer Service GCC Sub Per User 49.99 AAU-31268 D365 Contact Center Voice AO GCC 0 28U-00005 D365 Finance GCC Sub Per User 35 I132-00001 D365 Operations Activity GCC Sub 30 MTL-00001 D365 Team Members GCC Sub Per User 29.97 UVV-00001 Dataverse Database Capacity AO GCC Sub 40 IR7-00001 D365 Operations Sandbox T2 GCC Sub Add -on 0 IR8-00001 D365 Operations Sandbox T3 GCC Sub Add -on 0 The discount commitment only applies to the SKUs listed above and does not apply to new Products or SKUs. VL Central Amendments M532,SCE74 Blue Page 1 of 5 Page 36 The discount commitment is conditioned on Enrolled Affiliate (i) submitting all final documents for the immediately subsequent enrollment (including POs and signature forms) not later than the expiration date of this Enrollment; and (ii) including on such subsequent enrollment at least 90% of the quantity of Licenses purchased under the initial order of this Enrollment for each of the Products listed in the table above. Furthermore, and notwithstanding anything to the contrary in the Enrollment, Enrolled Affiliate acknowledges and agrees that by accepting the discount commitment for the SKUs listed above it waives the ability to reduce the quantity of Subscription Licenses below the quantity of the initial order for that SKU during the term of this Enrollment. VL Central Amendments M532,SCE74 Blue Page 2 of 5 Page 37 Server and Cloud Enrollment Biz Apps (Dynamics 365 & Power Platform) for SCE Amendment ID SCE74 Section 1 The parties agree to exempt Enrolled Affiliate from the obligation to include Microsoft Dynamics 365 and Power Platform Baseline Licenses for its entire enterprise under this Enrollment. Therefore, the parties agree to amend the Enrollment as follows: a. One Time Special Order of Non -Standard SCE Products: The products and services available under this Enrollment shall also include Microsoft Dynamics 365 and Power Platform Services, which are identified on the Additional Product Selection Form below. These products and services are intended to support the Enrolled Affiliate's addressable seats requiring Microsoft Dynamics 365 and Power Platform Services for the limited Microsoft Dynamics 365 and Power Platform implementation (the "Addressable Dynamics Seats"). b. Baseline Licenses: Ordinarily under the Server and Cloud Enrollment, Enrolled Affiliate is required to license all Existing and New Baseline Licenses for the Server and Tool Products purchased upon signing. However, for the avoidance of doubt, only for the Microsoft Dynamics 365 and Power Platform Services under this Enrollment, Microsoft will support the following: (i) Enrolled Affiliate may license the Addressable Dynamics Seats as of the date of the Enrollment as long as the minimum stated below is met. (ii) Enrolled Affiliate will ensure that all Addressable Dynamics Seats are included in this Enrollment as soon as Addressable Dynamics Seats are identified and, no later than the end of this Enrollment. c. For all other Server and Tool Products which maybe included in a Server and Cloud Enrollment, Baseline License definitions as stated in a Server and Cloud Enrollment apply. Section 2 a. Additional Product Selection Form table: The following is added to the table titled Product Selection Form on the Enrollment's Product Selection Form. The table below represents the products that qualify for the Server and Cloud Enrollment and the Baseline Quantity of licenses purchased for the Addressable Dynamics Seats during the initial agreement; however, there may be additional requirements. Additional Product Selection Form SKU SKU Name Baseline Quantity DKC-00001 D365 BA Additional Database Storage GCC Sub Add -on Extra Storage 1 GB 1,800 AAU-31256 D365 Contact Center AO GCC 20 NVG-00005 D365 Customer Service GCC Sub Per User 100 AAU-31268 D365 Contact Center Voice AO GCC 80 28U-00005 D365 Finance GCC Sub Per User 80 IR2-00001 D365 Operations Activity GCC Sub 154 MTL-00001 D365 Team Members GCC Sub Per User 92 UVV-00001 Dataverse Database Capacity AO GCC Sub 400 IR7-00001 D365 Operations Sandbox T2 GCC Sub Add -on 1 VL Central Amendments M532,SCE74 Blue Page 3 of 5 Page 38 Baseline SKU SKU Name Quantity IR8-00001 D365 Operations Sandbox T3 GCC Sub Add -on 1 b. Minimum Purchase Requirements: The following is added to the Minimum Purchase Requirements section of the Enrollment's Product Selection Form. Enrolled Affiliate agrees to maintain the number of baseline licenses for products listed in the Additional Product Selection Form for the duration of the enrollment; however Enrolled Affiliate may choose to exchange licenses as defined below: 1. License Exchange: Enrolled Affiliate may exchange any or all of the licenses specified in the Additional Product Selection Form permitting that the new licenses are: • Equal to or greater in value than the original licenses being exchanged • Exist within the respective Product Category as the original licenses being exchanged as defined in the table below. Microsoft will determine which category that new products qualify for: Product Category D365 Customer Experience D365 Service D365 Finance & Supply Chain D365 Cross Portfolio Power Platform Customer Viva Sales Service Business Central Sales Pro Field Service Finance Dataverse Sales Omni Operations Storage Power Apps Premium Channel hiR F&O/Unified Power Automate Eligible Licenses Sales Contact Center j Project Operations Storage Power Pages Enterprise Operations Direct Al Builder Customer Mixed Reality: Supply Chain Su Insights Remote am Members Team a i Marketing Assist & Commerce Guides • Requested by Enrolled Affiliate no later than 30 days prior to the Enrollment anniversary date. The new licenses will take effect on the Enrollment anniversary date and Enrolled Affiliate will be charged the then -current price thereafter. Except for changes made by these amendments, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in these amendments and any provision in the Enrollment or Agreement identified above, these amendments shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: "(M532)EnrAmend(FutureDiscountCommitme M532 Blue ntforBusinessApplications)(ENG)(Mar2025)(I U).docx" "(SCE74)SCEEnrAmend(Biz SCE74 Lime Apps(Dynamics365&PowerPiatform)forSCE)( ENG Ju12025 IU .docx" VL Central Amendments M532,SCE74 Blue Page 4 of 5 Page 39 VL Central Amendments M532,SCE74 Blue Page 5 of 5 Page 40 Microsoft I Volume Licensing Discount Transparency Disclosure Form - Final Date: 4/10/2026 Program: Enterprise 6 Enrollment Number: New Quote Number: 3062245.01 Reseller Name: SHI International Corp. Reseller Address: 290 Davidson Ave Somerset, New Jersey, US, 08873-4145 Discount Details For this enrollment, Microsoft provided the Customer's Partner a discount off of the Partner's Net Price. The Partner Is required, by Microsoft, to pass on the discount to the Customer by reducing the Microsoft Product resale price by an amount equal to or greater than the discount. Listed on this form Is the maximum price the Partner may charge for the Microsoft Products to be ordered under this enrollment based on the provided discount, shown on the first page at the aggregate level, and at a product level in the following pages. The requirement to pass through the discount does not mean that Microsoft is setting the Customer's actual price. Partners remain free to set the price charged for Microsoft Products at any point equal to or below MRP. The Customer's actual price will be established by a separate agreement between Customer and Its Partner. Note that the MRP listed on this form does not include fees for non -Microsoft products, partner services or normal transaction costs. Normal transaction costs Include taxes or other fees assessed by a local or federal government. For Ordered Products Currency Maximum Resale Price US Dollar 2,997,715.20 In this form, the following definitions apply: "Customer" means the entity that may enter or has entered Into a Contract with the Partner. "Contract" means a binding agreement between the Partner and Affiliate, under which Customer orders Products from Partner. "Microsoft" means (1) the entity that has entered into an agreement with Partner under which Partner may place orders for Microsoft Products for use by the Customer and (2) the affiliates of such entity, as appropriate. "Product" means all Microsoft Products Identified In the Product Terms, such as all Software, Online Services, and other web -based services, Including pre-release or beta version. Microsoft product availability may vary by region. Partner: SHI International Corp. Customer: C� City of Fort Worth Signature of Customer's authorized representative: Printed name: Jesica McEachern Printed title: Assistant City Manager Date: 05/31 /2026 DiscountTransparencyDisclosureForm (Oct2022) Page 1 of 5 Page 41 SECTION 1- Monthly Subscriptions Ordered Product Pricing & Usage Year 1 Product Description Part Number Us>ge indicator Uaage Start Date Unit Ol Measur< Unil Quantity Maxl(U50)rtce License Quantity Usage Country Subtotal (U50) Additional Products 0365 BA Additional Database Storage GCC Sub Add on Extra Storage 1 GO DKC-00001 Adjustable 6/1/1026 Monthly 12 3.09 1,800 United Stales 66,528.00 D365 Contact Center AO GCC AAU-31256 Adjustable 6/l/2016 Monthly 12 97.10 20 United Stales 13,328.00 0365 Contact Center Voice AO GCC AAU-31268 Adjustable 6/1/1026 Monthly 12 81.00 80 United Slates 77,760.00 D365 Customer Service GCC Sub Per User tNG.00005 Adjustable 6/1/2016 Monthly 12 53.29 100 United Soles 63,918.00 0365 Finance GCC Sub Per User 28U-00005 Adjustable G/]/1026 Monthly 12 127.08 Bo United Stales ]21,996.80 133650perations Activity GCC Sub IR2.00001 Adjustable 6/1/2026 Monthly 17 34.32 154 United Slates 63,423.36 D365 Operations Sandbox 72 GCC Sub Add -on I117-00001 Adjustable 6/i/2026 Monthly 11 1,283.O4 1 United Stales 15,396A8 0365 Operations Sandbox 13 GCC Sub Add.on Ift8,00001 Adjustable 6/1/2036 Monthly 72 3,849.11 1 United Stales 4G,789.49 D365 Team Members GCC Sub Per User MTDODDOI Adjustable 6/1/2026 Monthly 12 5.49 92 United States 6.060.96 Datavefse Database Capacity AO GCC Sub UW00001 Adjustable 6/1/2026 Monthly l 12 13.94 400 United Stales I14,911.00 Total Year 1 Maximum Price Monthly Subscriptions 599,543.0/ Ordered Product Pricing & Usage Year 2 Product Descsiptlon Part Number Usage Indicator Usage Start Date Unit Ol Measure Unit Quantity Maxi m(USum D) Price License Quantity Usage Caunlry suhtotai(USO) Additional Products D365 BA Additional Database Storage GCC Sub Add -on Extra Storage lGB DKC-00001 Adjuslahle Monthly 12 3.08 I,g00 ...led Slates 6G,528.00 D365 Contact Center AO GCC AAU-31256 Adjustable Monthly 12 97.I0 20 Unlled Slates 23,318.00 0365 Contact Center Voice AO GCC AAU-31268 Adjustable Monthly 13 81.00 BO United States 77.760.00 D365 Customer Service GCC Sub Per User NVG-00005 Adjustable Monthty 12 53.29 100 United Soles 63,9/8.00 D365 Finance GCC Sub Per User 28U•00005 Adjustable Monthly 12 127.09 80 United States 121,996.80 D365 Operations Activity GCC Sub IR2.00001 Adjustable - Monthly 12 34.32 154 United Stales 63,423.36 D365 Operations Sandbox T2 GCC Sub Add -on I117-00001 Adjustable Monthly 12 1,383.00 1 United Stales 15,396.18 D36S Operations Sandbox T3 GCC Sub Add -on IRB-O0001 Adjustable Monthly 11 3,849.11 1 United Stales 46,189.44 0365 Team Members GCC Sub Per User MTL-00001 Adjustable Monthly 12 5.49 92 United Stales 6,060.96 Dataverse Database Capacity AO GCC sub UW-00001 Adjustable - Monthly 12 23.94 400 United Slates 114,91I.00 Total Year 2 Maximum Price Monthly Subscriptions 599,S/3A4 DiscountTransparencyDisclosureForm (W2022) Page 2 of 5 Page 42 Ordered Product Pricing & Usage Year 3 Product Description Part Number Usage indicator Usage Start Dale UniI Ol Measure Unit quantity M'al((USDD)Palca th"' Quanliry Usage Country Subtotai(USD) Additional Products D365 BA Additional Database Storage GCC Sub Add on Extra Storage l GO DKG00001 Adjustable MonD,ly 12 3.08 1,800 United States 66,528.00 0365 Contact Center AO GCC AAU31256 Adjustable Monthly 12 97.20 20 United States 73,328.00 D365 Contact Center Voice AO GCC AAU31268 Adjustable Monthly 12 81.00 fl0 United slates 77,760.00 D365 Customer Service GCC Sub Per User NVG-OD005 Adjustable Monthly 12 53,29 100 United States 63,948.00 D36S Finance GCC Sub Per User 20U-00005 Adjustable M.nlhiy 12 127.09 80 United Slates 121,996.80 B365 Opewlom, Activity GCC Sub IR200001 Adjustable Monthly 12 34.32 154 United States 63,423.36 D365 Operations Sandbox 12 GCC Sub Add on I117-00001 Adjustable Monthly 12 /.283.04 1 United Slates 15,396A8 D365 Operations Sandbox 13 GCC Sub Add on IRS 00001 Adjustable Monthly 12 3,849.12 1 United Slates 46,189.44 D365 Team Members GCC Sub Per User MTL-00001 Adjustable Monthly 12 5.49 92 United Slates 6,060.96 Dalaverse Database Capacity AO GCC Sub UVV 00001 Adjustable Monthly 12 23.94 I United States 114,912.00 Total year 3 Maximum Price Monthly Subscript[.., 599,543.04 Ordered Product Pricing & Usage Year 4 Product Description Pan Number Usage Indicator Usage Start Date Unit at Measure Unit Quantity MaximumPrice License Quantity Country Suhl.ial(USD) (U50) AddRlonal Products D365 BA Additional Database Storage GCC Sub Add -on Extra Storage l GB OKC-00001 Adjustable Monthly 12 3.08 1,800 United Slates 66,529.00 D365 Contact Center AO GCC AAU-31256 Adjustable - Monthly 12 97.20 20 United States 23,328.00 0365 Contact Center Voice AO GCC AAU3126B Adjustable Monthly 32 81.00 80 United States 77,760.00 D365 Customer Sesvlce GCC Sub Per User NVG-00005 Adjustable Monthly 12 53.29 100 United States 63.948.00 D365 Finance GCC Sub Per User 20U-00005 Adjustable Monthly 12 127.09 80 United Stales 121,996.80 D365 Operation, Activity GCC Sub IR2.00001 Adjustable Monthly 12 34.12 154 United States 63,423.36 0365 Operations Sandbox 12 GCC Sub Add•on IR7.00001 Adjustable Monthly 32 1,283.04 1 United Stales 15,396.48 D36S Operations Sandbox 13 GCC Sub Add -on IRO.00001 Adjustable Monthly 12 3,849.12 i United Stales 46,189.44 D365 Team Members GCC Sub Per User MTL-00001 Adjustable Monthly 12 5A9 92 United Slates 6,060.96 Dalaverse Database Capacity AO GCC Suh UW00001 Adjustable Monthly 12 73.99 400 United States 111,917.00 Total Year 4 Maximum Pdce Monthly Sub-lptlons 599,593.09 DiscountTransparencyDisclosureForm (W2022) Page 3 of 5 Page 43 Ordered Product Pricing & Usage Year 5 Product Description pan Number Usage Indicator I Usage Stan Dale Unit Of Measure Unit Quantity Maximum Pdce liceme Quantity Usage Country Sublotal(USO) (USD) Addillonal Products D365 BA Addillonal Database Storage GCC Sub Add -on Extra Storage l on DKC-00001 Adjustable Monthly 12 3.08 f,600 United Slates 66,528.00 D365 Contact Center AO GCC AAU-31256 Adjustable Monthly 12 97.20 20 United States 23,329.00 0365 Contact Center Voice AO GCC AAU 31268 Adjustable Monlhiy 12 81.00 80 United States 77,760.00 0365 Customer Service GCC Sub Per User IIVG-Oo005 Adjustable Monthly 12 $3.79 100 United Stales 63.940.00 13365 Finance GCC Sub Per User 29U.G0005 Adjustable - Monthly 12 127.09 B0 United States 111,996.Bo D365 Operations Activity GCC Sub IR2-G000f Adjustable Monthly 12 34.3Z 154 United States 63,423.36 0365 Operations Sandbox T2 GCC Sub Addon IR7.00001 Adjustable Monthly 12 1,287.04 f United Stales 15,396.48 D365 Operations Sandbox T3 GCC Sub Add on IR8-00001 Adjustable Monthly 12 3,849.12 1 United Slates 46,789.44 D365 Team Members GCC Sub Per User 1ATI.-D0001 Adjustable Monthly 12 5.49 92 United States 6,060.96 Dataverse Database Capacity AO GCC Sub UVV-00001 Adjustable Monthly 11 23.94 400 United States 114,912.00 Total Year 5 Maximum Price Monthly Subscriptions 599,543,04 DiscountTranspareneyDisclosureForm (Oct2022) Page 4 of 5 Page 44 Future Pricing Additional Online Products Product Description Part Number Pricing Inlormallon Online Services Max Price (USD)/ Month 0365 BA Additional Database Slorage GCC Sub Add on Extra storage t GB DKC-00001 3.08 D365 Contact Center AO GCC AAU31756 97.20 D365 Contact Center Voice AO GCC AAU31268 91.00 D365 Customer Service GCC Sub Per User NVG.00005 53.29 D365 finance GCC Sub Per User 2BU-00005 127.08 D365 Operallons Activity GCC Sub 182-00001 34.32 D365 Operations Sandbox 72 GCC Sub Add -on IR7-00001 1,793.04 D365 Operation, Sandbox T3 GCC Sub Add.on I118-00001 3,849.12 0365 Team Members GCC Sub Per User MTL•00001 5.49 Dataverse Database Capacity AO GCC Sub UW00001 2394 DiscountTransparencyDisclosureForm (Oct2022) Page 5 of 5 Page 45 EXHIBIT B PRICING PROPOSAL AND PAYMENT SCHEDULE City shall pay Vendor according to the payment schedule and pricing schedule. Initial Term / Segment Segment Start* Segment End Segment Amount Initial Term. Segment I June 1, 2026 May 31, 2027 $552,972.72 Initial Term. Segment 2 June 1, 2027 May 31, 2028 $552,972.72 Initial Term. Segment 3 June 1, 2028 May 31, 2029 $552,972.72 Initial Term. Segment 4 June 1, 2029 May 31, 2030 $552,972.72 Initial Term. Segment 5 June 1, 2030 May 31, 2031 $552,972.72 * Payment may be made up to thirty days in advance of the Payment Schedule (pricing follows) Vendor Se►vices Agreement — Technology — Exhibit B Page 46 Pricing Proposal Quotation #: 27412569 Reference #: SCE #74746151 - Y1-5 S F1 1 GS Created On: 4/14/2026 0 Valid Until: 5/31/2026 TX -City of Fort Worth Microsoft - Inside Account Manager Jeff Park Izzy Calis 200 Texas St 290 Davidson Ave SR 159845 Somerset, NJ 08873 Fort Worth, TX 76102 Phone: 732-564-8031 United States Email: Izzy_Calis@SHI.com Phone: (817) 392-8655 Email: Jeff.Park@fortworthtexas.gov All Prices are in US Dollar (USD) Product Qty Your Price Total 1 D365 BA Additional Database Storage GCC Sub Add -on Extra Storage 1 GB 1800 $33.72 $60,696.00 Microsoft - Part#: DKC-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2026 - 5/31/2027 Note: Year 1 of 5 2 D365 Contact Center AO GCC 20 $1,111.92 $22,238.40 Microsoft - Part#: AAU-31256 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2026 - 5/31/2027 Note: Year 1 of 5 3 D365 Contact Center Voice AO GCC 80 $927.12 $74,169.60 Microsoft - Part#: AAU-31268 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2026 - 5/31/2027 Note: Year 1 of 5 4 D365 Customer Service GCC Sub Per User 100 $567.60 $56,760.00 Microsoft - Part#: NVG-00005 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2026 - 5/31/2027 Note: Year 1 of 5 5 D365 Finance GCC Sub Per User 80 $1,398.00 $111,840.00 Page 47 Microsoft - Part#: 28U-00005 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2026 - 5/31/2027 Note: Year 1 of 5 6 D365 Operations Activity GCC Sub Microsoft - Part#: IR2-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2026 - 5/31/2027 Note: Year 1 of 5 7 D365 Operations Sandbox T2 GCC Sub Add -on Microsoft- Part#: IR7-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2026 - 5/31/2027 Note: Year 1 of 5 8 D365 Operations Sandbox T3 GCC Sub Add -on Microsoft - Part#: IR8-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2026 - 5/31/2027 Note: Year 1 of 5 9 D365 Team Members GCC Sub Per User Microsoft - Part#: MTL-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 6/1/2026 - 5/31/2027 Note: Year 1 of 5 10 Dataverse Database Capacity AO GCC Sub Microsoft -Part#: UW-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 611/2026 - 5/31/2027 Note: Year 1 of 5 11 D365 BA Additional Database Storage GCC Sub Add -on Extra Storage 1 GB Microsoft - Part#: DKC-00001 Contract Name: AdobelMicrosoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 6/1/2027 - 5/31/2028 Note: Year 2 of 5 12 D365 Contact Center AO GCC Microsoft- Part#: AAU-31256 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 154 $380.52 $58,600.08 1 $14,677.08 $14,677.08 1 $44,031.24 92 400 1800 $60.96 $44,031.24 $5,608.32 $260.88 $104,352.00 $33.72 $60,696.00 20 $1,111.92 $22,238.40 Page 48 Coverage Term: 6/1/2027 - 5/31/2028 Note: Year 2 of 5 13 D365 Contact Center Voice AO GCC Microsoft - Part#: AAU-31268 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2027 - 5/31/2028 Note: Year 2 of 5 80 $927.12 $74,169.60 14 D365 Customer Service GCC Sub Per User 100 $567.60 Microsoft - Part#: NVG-00005 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2027 - 5/31/2028 Note: Year 2 of 5 15 D365 Finance GCC Sub Per User Microsoft - Part#: 28U-00005 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2027 - 5/31/2028 Note: Year 2 of 5 16 D365 Operations Activity GCC Sub Microsoft - Part#: IR2-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 6/1/2027 - 5/31/2028 Note: Year 2 of 5 17 D365 Operations Sandbox T2 GCC Sub Add -on Microsoft - Part#: IR7-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 6/1/2027 - 5/31/2028 Note: Year 2 of 5 18 D365 Operations Sandbox T3 GCC Sub Add -on Microsoft - Part#: IR8-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 6/1/2027 - 5/31/2028 Note: Year 2 of 5 19 D365 Team Members GCC Sub Per User Microsoft - Part#: MTL-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 611 /2027 - 5/31/2028 Note: Year 2 of 5 80 $1,398.00 $56,760.00 $111,840.00 154 $380.52 $58,600.08 1 $14,677.08 $14,677.08 1 92 $44,031.24 $60.96 $44.031.24 $5,608.32 Page 49 20 Dataverse Database Capacity AO GCC Sub Microsoft - Part#: UW-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2027 - 5/31/2028 Note: Year 2 of 5 21 D365 BA Additional Database Storage GCC Sub Add -on Extra Storage 1 GB Microsoft - Part#: DKC-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract M DIR-CPO-5237 Coverage Term: 6/1/2028 - 5/31/2029 Note: Year 3 of 5 22 D365 Contact Center AO GCC Microsoft - Part#: AAU-31256 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2028 - 5/31/2029 Note: Year 3 of 5 23 D365 Contact Center Voice AO GCC Microsoft - Part#: AAU-31268 Contract Name: Adobe/Microsoft Software & Related Services Contract* DIR-CPO-5237 Coverage Term: 6/1/2028 - 5/31/2029 Note: Year 3 of 5 24 D365 Customer Service GCC Sub Per User Microsoft - Part#: NVG-00005 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2028 - 5/31/2029 Note: Year 3 of 5 25 D365 Finance GCC Sub Per User Microsoft - Part#: 28U-00005 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2028 - 5/31/2029 Note: Year 3 of 5 26 D365 Operations Activity GCC Sub Microsoft- Part#: IR2-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2028 - 5/31/2029 Note: Year 3 of 5 27 D365 Operations Sandbox T2 GCC Sub Add -on Microsoft - Part#: IR7-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract* DIR-CPO-5237 400 $260.88 $104,352.00 1800 $33.72 $60,696.00 20 $1,111.92 $22,238.40 80 $927.12 $74,169.60 100 $567.60 $56,760.00 80 $1,398.00 $111,840.00 154 $380.52 $58,600.08 1 $14.677.08 $14,677.08 Page 50 Coverage Term: 6/1/2028 - 5/31/2029 Note: Year 3 of 5 28 D365 Operations Sandbox T3 GCC Sub Add -on 1 $44,031.24 $44,031.24 Microsoft - Part#: IR8-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2028 - 5/31/2029 Note: Year 3 of 5 29 D365 Team Members GCC Sub Per User Microsoft - Part#: MTL-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2028 - 5/31/2029 Note: Year 3 of 5 30 Dataverse Database Capacity AO GCC Sub Microsoft - Part#: UVV-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2028 - 5/31/2029 Note: Year 3 of 5 31 D365 BA Additional Database Storage GCC Sub Add -on Extra Storage 1 GB Microsoft - Part#: DKC-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract* DIR-CPO-5237 Coverage Term: 6/1 /2029 - 5/31 /2030 Note: Year 4 of 5 32 0365 Contact Center AO GCC Microsoft- Part#: AAU-31256 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2029 - 5/31/2030 Note: Year 4 of 5 33 D365 Contact Center Voice AO GCC Microsoft - Part#: AAU-31268 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2029 - 5/31/2030 Note: Year 4 of 5 34 D365 Customer Service GCC Sub Per User Microsoft - Part#: NVG-00005 , Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 6/1 /2029 - 5/31 /2030 Note: Year 4 of 5 92 $60.96 $5,608.32 400 $260.88 $104,352.00 1800 $33.72 $60,696.00 20 $1,111.92 $22,238.40 80 $927.12 $74,169.60 100 $567.60 $56,760.00 Page 51 35 D365 Finance GCC Sub Per User Microsoft - Part#: 28U-00005 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2029 - 5/31/2030 Note: Year 4 of 5 36 D365 Operations Activity GCC Sub Microsoft - Part#: IR2-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2029 - 5/31/2030 Note: Year 4 of 5 37 D365 Operations Sandbox T2 GCC Sub Add -on Microsoft -Part#: I137-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2029 - 5/31/2030 Note: Year 4 of 5 38 D365 Operations Sandbox T3 GCC Sub Add -on Microsoft - Part#: IR8-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2029 - 5/31/2030 Note: Year 4 of 5 39 D365 Team Members GCC Sub Per User Microsoft- Part#: MTL-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2029 - 5/31/2030 Note: Year 4 of 5 40 Dataverse Database Capacity AO GCC Sub Microsoft - Part#: UW-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2029 - 5/31/2030 Note: Year 4 of 5 41 D365 BA Additional Database Storage GCC Sub Add -on Extra Storage 1 GB Microsoft- Part#: DKC-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2030 - 5/31/2031 Note: Year 5 of 5 42 D365 Contact Center AO GCC Microsoft - Part#: AAU-31256 Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 80 $1,398.00 $111,840.00 154 $380.52 $58,600.08 1 $14,677.08 $14,677.08 1 $44,031.24 $44,031.24 92 $60.96 $5,608.32 400 $260.88 $104,352.00 1800 $33.72 $60,696.00 20 $1,111.92 $22,238.40 Page 52 Coverage Term: 6/1/2030 - 5/31/2031 Note: Year 5 of 5 43 D365 Contact Center Voice AO GCC 80 $927.12 $74,169.60 Microsoft - Part#: AAU-31268 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2030 - 5/31/2031 Note: Year 5 of 5 44 D365 Customer Service GCC Sub Per User 100 $567.60 $56,760.00 Microsoft - Part#: NVG-00005 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2030 - 5/31/2031 Note: Year 5 of 5 45 D365 Finance GCC Sub Per User 80 $1,398.00 $111,840.00 Microsoft - Part#: 28U-00005 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2030 - 5/31/2031 Note: Year 5 of 5 46 D365 Operations Activity GCC Sub 154 $380.52 $58.600.08 Microsoft - Part#: IR2-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 611 /2030 - 5/31/2031 Note: Year 5 of 5 47 D365 Operations Sandbox T2 GCC Sub Add -on 1 $14,677.08 $14,677.08 Microsoft - Part#: IR7-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract #: DIR-CPO-5237 Coverage Term: 6/1/2030 - 5/31/2031 Note: Year 5 of 5 48 D365 Operations Sandbox T3 GCC Sub Add -on 1 $44,031.24 $44,031.24 Microsoft - Part#: IR8-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 611 /2030 - 5131 /2031 Note: Year 5 of 5 49 D365 Team Members GCC Sub Per User 92 $60.96 $5,608.32 Microsoft - Part#: MTL-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 6/1/2030 - 5/31/2031 Note: Year 5 of 5 Page 53 50 Dataverse Database Capacity AO GCC Sub 400 $260.88 $104,352.00 Microsoft - Part#: U W-00001 Contract Name: Adobe/Microsoft Software & Related Services Contract#: DIR-CPO-5237 Coverage Term: 6/1/2030 - 5/31/2031 Note: Year 5 of 5 Subtotal $2,764,863.60 *Tax $0.00 Total $2,764,863.60 *Tax is estimated. Invoice will include the full and final tax due. Additional Comments Payment Schedule: Year 1 (Jun-01-2026 - May-31-2027): $652,972.72 Year 2 (Jun-01-2027 - May-31-2028): $552,972.72 Year 3 (Jun-01-2028 - May-31-2029): $552,972.72 Year 4 (Jun-01-2029 - May-31-2030): $552,972.72 Year 5 (Jun-01-2030 - May-31-2031): $552,972.72 The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item. Page 54 EXHIBIT C SIGNATURE AUTHORIZATION FORM Vendor Services Agreement — Technology — Exhibit C Page 55 Docusign Envelope ID: 7D70427E-FFBE-44AB-B382-DA82BB1FEC44 SHI International Corp. 290 Davidson Avenue Somerset, NJ 08873 888-764-8888 SHI.com Signature Authorization Effective immediately, the following individuals are authorized to sign such contractual documents for SHI International Corp. as are specified below and on page 2 of this Authorization, and their respective signatures in such capacities shall bind SHI International Corp. to the signed document. Level 1 Level 2 Level 3 Aimee Cantrell, Manager of Proposals Chandler Gorda — Sr. Asset Kaziyeva, Sr. Contracts Specialist Contracts Specialist Alicia Jones, Sr. Proposal Specialist Megan Allen, Sr. Contracts Casste Skelton, Sr. Director - Contracts Specialist Arianne Mount, Director of Public Sector Reanna Russo, Lead Derek Awas, Associate Director of Contract Compliance Contracts Specialist Contracts Cassandra Hansen, Director of Proposal Erin Rose, Manager - Contracts Content Strategy and Development Cindy Fuentes, Sr. Proposal Specialist Joanna York, Manager — Contracts O erations CindyHill, Proposal Specialist Manager of Contracts JohnEWatson, Calabrese, Sr. Proposal Specialist EEDan JennAssistant General Cou Dan Rouette Sr. Director of Proposals Kevin McCann General Counsel Jaime Watson Sr. Proposal Specialist Kristina Mann, Director - Contracts Ka lei h O'Kane Proposal Specialist Maria Randle, Manager - Contracts Marguerite Berete-Aw, Proposal Specialist II Mary Youssef, Associate General Counsel Maya Lynch, Proposal Specialist II Paul Linhardt, Sr. Lead Contracts Specialist Moitra ee Ma'umdar, Sr. Proposal. S ecialist Sarah Perfetto, Sr. Contracts Specialist Naila Charania, Proposal Specialist Susan Radzimski, Associate General Counsel Pamela Wilkinson, Sr. Contracts Tressa Charles, Sr. Contracts Specialist Administrator Staci McDonald, Manager of Proposals This authorization shall be In effect until rescinded. All previous signature authorizations are hereby rescinded. S775401i9-nZRUeA426 nals ... Thai Lee Name President & CEO Title 7/1/2025 Date Page 56 Docuslgn Envelope ID: 7D70427E-FFBE-44AB-B382-DA82BB1FEC44 rSHI Levels of Signature Authorization: SHI International Corp. 290 Davidson Avenue Somerset, NJ 08873 888-764-8888 SHI.com Level 1 Level 2 Level 3 Responses to Customer Requests for Proposal, Quote, Information (RFP, RFQ RFI Customer Forms Responses to Customer Requests for Proposal, Quote, Information (RFP, RFQ, RFI Customer Forms Non -Disclosure Agreements Customer Forms Non -Disclosure Agreements Vendor Forms Non -Disclosure Agreements Vendor Forms Vendor Contracts Vendor Forms Credit Reference Requests Vendor Contracts Trade Reference Requests Credit Reference Requests Trade Reference Requests US Customs and Border Protection Power of Attorney Forms Customer Contracts Page 57 CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas FflR� H REFERENCE **M&C 26- 13PRFP25-0128 WATER DATE: 5/12/2026 NO.: 0381 LOG NAME: CUSTOMER INFORMATION SYSTEM SOFTWARE WTR HO CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize Execution of an Agreement with Itineris NA, Inc. for Customer Information System Software, Licensing, and Implementation Services in an Amount Up to $43,361,513.00 for the Initial Five -Year Term and Authorize Three Five -Year Renewal Options for the Water Department; Authorize Execution of a Sole Source Agreement with SHI Government Solutions, Inc. as Microsoft's Authorized Distributor for Microsoft Dynamics Licensing as Defined by Itineris, for an Amount Up to $2,764,864.00 for the Initial Five -Year Term and Authorize Three Five -Year Renewal Terms for a Combined Total Initial Five -Year Cost of $46,126,377.00; Adopt Resolution Expressing Official Intent to Reimburse Expenditures from Proceeds of Future Debt; and Adoption of Appropriation Ordinance to Effect a Portion of Water's Contribution to the Fiscal Years 2026-2030 Capital Improvement Program RECOMMENDATION: It is recommended that the City Council: 1. Authorize execution of an agreement with Itineris NA, Inc. for Customer Information System software, licensing, and one-time implementation services in an amount up to $43,361,513.00 for the initial five-year term and authorize three five-year renewals for the Water Department; 2. Authorize execution of a sole source agreement with SHI Government Solutions, Inc. as Microsoft's authorized distributor for Microsoft Dynamics licensing as defined by Itineris, for an amount up to $2,764,864.00 for the initial five-year term and authorize three five-year renewals ; 3. Adopt the attached resolution expressing official intent to reimburse expenditures with proceeds of future enterprise fund debt for the Water Customer Information System Meter to Cash Program project; and 4. Adopt the attached appropriation ordinance adjusting estimated appropriations in the Water & Sewer Commercial Paper Fund, in the amount of $23,740,044.00, by increasing estimated appropriations in the Water Customer Information System Meter to Cash Program project (City Project No. 104667) and decreasing estimated appropriations in the Commercial Paper project (City Project No. UCMLPR) by the same amount and to effect a portion of Water's contribution to the Fiscal Years 2026-2030 Capital Improvement Program. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize an agreement with Itineris NA, Inc for implementation services, Software -as -a -Service, licensing, and managed services for a new Customer Information System (CIS). The CIS will replace the current CIS Billing System, the Customer Relationship Management (CRM) System, and the Mobile Workforce Management System. The Water Department will be the primary user of the system and its supporting applications. The Transportation and Public Works-Stormwater Division, and Environmental Services Department -Solid Waste and Environmental Protection Division, will also rely on the system to carry out their customer activities. The new CIS platform will streamline the lifecycle of water and wastewater account management. It will provide a unified view of customer history, preferences, and interactions, resulting in enhanced customer service and will also integrate with the automated remote -read meters, Geographic Information System, Customer Contact Center technology, and mobile dispatch tools. This transition empowers citizens via a sophisticated web portal, while offering self-service capabilities for real-time usage monitoring and frictionless payment processing. Approval of this M&C will also authorize a sole source agreement with SHI Government Solutions, Inc.,(SHI) Microsoft Corporation's authorized distributor, which will provide the required Microsoft Dynamics 365 licensing as defined in the Itineris NA, Inc. bid response. The Water Department approached the Purchasing Division to secure an agreement for CIS Software. To procure these services, Purchasing issued Request for Proposal (RFP) 25-0128, which outlined detailed requirements, including project goals and objectives. The RFP was advertised in the Fort Worth Star -Telegram on July 16, 2025, July 23, 2025, July 30, 2025, August 6, 2025, August 13, 2025, August 20, 2025, and August 27, 2025. The City received fourteen (14) responses. One vendor was deemed non -responsive for failing to provide the requested documents. An evaluation panel consisting of representatives from the Water and Environmental Services Departments reviewed and scored the submittals using Best Value criteria. The individual scores were averaged for each of the criteria and the final scores are listed in the table below: 'Proposer Evaluations Total Rank First Second Demos Price Evaluation Evaluations Itineris, NA 84.13\% 83.43\% 94.26\% 88.16\% 88.44\% 1 Oracle 79.85\% 79.98\% 80.91 \% 100\% 80.61 \% 2 Utilities VertexOne 76.29\% 79.24\% Withdrew Withdrew 79 24\% 3 Bid Bid Delaware North America, 72.82\% 70.49\% ** ** 4 LLC Cayenta 71.28\% 70.22\% ** ** 5 360S2G 73.84\% 71.30\% ** ** 6 SpryPoint 70.38\% 70.01\% ** ** 7 Services Inc. Infor Public 71.77\% 69.93\% ** ** 8 Sector, Inc. Systems & 70 32\% 69.55\% ** ** g Software O elligence 68.69\% 66.14\% ** ** 10 InteINRY (IntegRhythm 55.13\% 53.11\% ** ** 11 LLC) Inovi Solutions, 54.32\% 51.85\% ** ** 12 Inc. FSH Tech 0\% * * * 13 * FSH Tech did not score at least 50\% of the total points available for technical criteria, therefore, cost was not evaluated. ** Was not selected for demos. The three highest scores were offered a chance to demonstrate their products. After evaluation, the panel concluded that Itineris NA presented the best value to the City. Therefore, the panel recommends that Council authorize an agreement with Itineris NA. No guarantee was made that a specific amount of these services would be purchased. Staff certifies that the recommended vendor's proposal meets specifications. Agreement with SHI Government Solutions, Inc., Microsoft Corporation's authorized distributor, will provide the required Microsoft Dynamics 365 licensing as defined in the Itineris NA, Inc. bid response. Phase 1 of the implementation is estimated to cost $23,740,044.00. Upon successful completion of Phase 1, an additional $22,386,333.00 in Commercial Paper and Operating Budget funds will be appropriated for Phase 2 implementation and managed services to sustain the CIS after go -live. The combined five-year cost of both phases for Itineris and SHI will not exceed $46,126,377.00, as authorized by this M&C. It is the practice of the Water Department to appropriate its Capital Improvement Program plan throughout the Fiscal Year (FY), instead of within the annual budget ordinance, as projects commence, additional funding needs are identified, and to comply with bond covenants. Available cash within the Water and Sewer portfolio and the City's portfolio along with the appropriation authority authorized under the Callable Commercial Paper Program (CP) will be used to provide interim financing for this project until debt is issued. Once debt associated with this project is sold, bond proceeds will be used to reimburse the Water and Sewer portfolio and the City's portfolio in accordance with the attached Reimbursement Resolution. Federal regulations require the City to express its intent to reimburse its expenditures from proceeds of bonds. Funding is budgeted in the Commercial Paper project within the W&S Commercial Paper Fund for the purpose of funding the Water Customer Information System Meter to Cash Program project and will be budgeted for years three through five of the contract in the General Operating & Maintenance category in the Water & Sewer Fund for the Water Department. Appropriations for Water CIS Meter to Cash Program project are as depicted below: and W&S Capital Projects - Fund 56002 W&S Commercial Paper - Fund 56026 General Operating & Maintenance - Fund 56001 Project Total FThis M&C 7- ME $23,740,044.00 1 $0.00 $23,740,044.00 uture Fiscal Year ,ppropriations Project Total* _r__ $0.00 I $0.00 $8,002,336.00 F$31,742,380.00 $14,383,997.00 114,383,997.00 $22,386,333.00 $46,126,377.00 *Numbers rounded for presentation purposes. The Operating & Maintenance is for years three through five of the contract and will be available in the Fiscal Year operating budget as appropriated. There are two pending M&Cs that will appropriate additional funds to this project: 60 WATER CIS INTERNAL STAFFING SUPPORT in the amount of $1,718,500.00 in Commercial Paper and $90,000.00 in PayGo and M&C 60 WATER CIS PROFESSIONAL CONSULTING SERVICES in the amount of $1,084,285.00 in Commercial Paper. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS: Upon City Council approval, the initial term of each individual agreement will commence upon the date the City's Vendor Service Agreement and the City's Cooperative Purchase Agreement are signed by the Assistant City Manager with each expiring five (5) years therefrom. RENEWAL TERMS: Both the Itineris NA, Inc. agreement and the SHI agreement allow three (3) additional five-year renewal terms. Exercising these renewal options does not require specific City Council approval provided the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. SMALL BUSINESS — This bid was issued before September 1, 2025, preceding the implementation of the Small Business Program. Therefore, a Small Business Goal was not assigned. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATIONXERTIFICATION: The Director of Finance certifies that funds are available in the Commercial Paper project within the W&S Commercial Paper Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the Commercial Paper Fund for the WATER CIS METER TO CASH PRGM project to support the execution of the contracts and upon adoption of the Fiscal Year 2028, 2029 and 2030 Budget by the City Council, funds will be available in the Fiscal Year 2028, 2029 and 2030 operating budget, as appropriated, in the Water and Sewer Fund. Prior to expenses being incurred, the Water Department has the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project 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 City Manager's Office by_ Originating Department Head: Additional Information Contact: Reginald Zeno (8517) Jesica McEachern (5804) Reginald Zeno (8517) Christopher Harder (5020) Haven Wynne (8525) Heather Oakes (8354) ATTACHMENTS 13PRFP25-0128 WATER CIS SOFTWARE WTR HO FID Table (WCF 04.20.26) V2.xlsx (CFW Internal) 3PRFP25-0128 WATER CUSTOMER INFORMATION SYSTEM SOFTWARE WTR HO funds avail.docx (CFW Internal) Approved 252 waiver for Microsoft Dynamics for CIS.pdf (CFW Internal) Commercial Paper Balances 04.20.26.xlsx (CFW Internal) Form 1295 Certificate 2026 - signed.pdf (CFW Internal) ORD.APP 13PRFP25-0128 WATER CUSTOMER INFORMATION SYSTEM SOFTWARE WTR HO 56026 A026(R4).docx (Public) PBS CPN 104667.pdf (Public) Res.PRFP25-0128 WATER CUSTOMER INFORMATION SYSTEM SOFTWARE WTR HO.docx (Public) SAM 04.03.26.pdf (CFW Internal) SOS O4.03.26.pdf (CFW Internal) FORTWORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: SHI Government Solutions Subject of the Agreement: Agreement with SHI Government Solutions, Inc., as Microsoft's distributor for Microsoft Dynamics licensing as defined by Itineris, for an amount up to $2,764,864.00 for the initial five-year term and authorize three five-year renewals per M&C 26-0381 approved on 05/12/2026. M&C Approved by the Council? * Yes © No ❑ If so, the H&Canus! be anache(l to the cowl'act. Is this an Amendment to an Existing contract? Yes ❑ No 10 If'so, provide the original contract number an(/the amten(hneni number. Is the Contract "Permanent"? "Yes ❑ No 121 If unsw-e, see back page.for permanent contract listing. Is this entire contract Confidential? VYes ❑ No ❑ If only sl)ec{fic information is C'onfi(lenlial, please /is/ what infcnvmalion is C'onficlential cmxl the page it is locate(/. Effective Date: 06/01 /2026 If clifferenl ftont the approval (late. Expiration Date: 05/31 /2031 If applicable. Is a 1295 Form required? " Yes © No ❑ If so, please enstwe it is attached to the approving Aix Cor allached to the contracl. Project Number: Ifapplicable. 104667 ` 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 followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) Irt(licates the tnf(n-mranon is requit-e(I and tf the Information is not provided, the conn-act will he rcltm•necl to the deparlrnent. FORT WORTH. Water Routing and Transmittal Slip DOCUMENT TITLE: SHI Government Solutions VSA Microsoft Dynamics) for Water Department DOCUMENT OVERVIEW: Agreement with SHI Government Solutions, Inc., as Microsoft's authorized distributor for Microsoft Dynamics licensing as defined by ltineris, for an amount up to $2,764,864.00 for the initial five-year term and authorize three five-year renewals. TO ROLE APPROVER INITIALS SHI Government Solutions, Inc. Vendor Sr. IT Solutions Manager, Richard Lisenbee, Water Department Signer Sr. IT Solutions Manager, Jeff Park. IT Solutions Information Shane Zondor, Assistant Director, Water Department Approver Jan Hale, Deputy Director, Water Department Approver Chris Harder, Director, Water Department Signer Kevin Anders, Assistant City Attorney Signer Jesica McEachern, Assistant City Manager Signer Katherine Cenicola, Assistant City Secretary Approver k� Jannette Goodall, City Secretary Signer Allison Tidwell, Lead Admin Assistant, City Secretary's Office Form Filler Tim Shidal, Sr. IT Business Planner, Water Department Acceptor