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HomeMy WebLinkAbout065248 - General - Contract - Itineris NA, Inc.Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 CSC No. 65248 itineris FRAMEWORK AGREEMENT This FRAMEWORK AGREEMENT is made on the 22 day of May 2026 Between ON THE FIRST PART. ON THE SECOND PART. PARTIES Customer Service Provider City of Fort Worth Itineris NA Fort Worth Water Department PO Box 680451 100 Fort Worth Trail Marietta, GA 30068 Fort Worth, TX 76102 hereinafter referred to as "Customer" or "City" hereinafter referred to as "Service Provider" or "Vendor" Customer and Service Provider are designated as the Parties. The Parties are domiciliated at the addresses indicated above. They are represented by the signatories of this Framework Agreement. Customer Service Provider Coordinator: Coordinator: Sailen Deshmukh phone: phone: 678-894-2177 E-mail : E-mail : sailen.deshmukh@itineris.net REFERENCE Customer ref: Service Provider ref: N/A Framework Agreement @ ITINERIS - All Rights Reserved - CONFIDENTIAL OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 38 Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris THE FOLLOWING HAS HEREBY BEEN AGREED AND APPROVED: 1 DEFINITIONS The following terms shall have the meanings defined below, regardless of whether they are used in the singular or plural form, each time they are used herein or in relation to this Framework Agreement, except explicitly otherwise indicated: "Acceptance Approval" means the acceptance approval process for each Deliverable, as set out in the Deliverable Description Document. "Acceptance Criteria" means the criteria for acceptance of the Deliverable or the Solution by the Customer as set forth in the Initial Statement of Work or any other underlying Statement of Work. "Acceptance Date" means the date on which the Customer accepts, or is deemed to have accepted the Deliverables or the Solution in accordance with Section 19. "Active Account" refers to Customer's water utility company which provides water service to a customer. "Affiliate" means any legal entity that is controlling, controlled by or under common control of Itineris NV. The term "control" and its correlative meanings, "controlling", "controlled by" and "under common control with" means the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent of the aggregate of all voting equity interests in an entity. "Anniversary Date" means in contracts or documents that exceed one year, the date which is twelve months from the date of the contract or document. "Business Day" means between the hours of 9 am and 5 pm (Customer's business time zone) Monday to Friday (excluding Fort Worth holidays and Federal US holidays). "CAL" or "Client Access License" means the user/device licenses provided under this Agreement for the Software. "Custom Development" means any software development or documentation in respect of the Software developed by the Service Provider on request of the Customer and identified as outside the scope of the Software. "Change Request" means a formal request for an alteration of the Software, a change to the Services, or to an existing Statement of Work. "Change Quote" means the answer by the Service Provider to a Change Request. Framework Agreement Page 2 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris "Confidential Information" means, whether in written, oral, electronic or other form, any information which is (i) obviously confidential or (ii) identified as proprietary trade secret or confidential by Service Provider including, without limitation, all of Service Provider's proprietary methodologies, templates, tool kits, training materials, software and tools (as the foregoing items may be modified or enhanced from time to time); all of its ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and proprietary data and programs. "Core Software" means the version of the standard UMAX software identified in the Pricing Schedule in Schedule A to this Framework Agreement. "Customer" or "City" means the City of Fort Worth (i.e., the customer that has entered into this Framework Agreement as identified above). "Customer Coordinator" means the person representing the Customer who coordinates between Customer and Service Provider during the term of this Framework Agreement. "Defects" means an issue that has caused a Deliverable and/or the Solution to fail acceptance testing and/or has been qualified as a defect by the Service Provider, taking into account the Acceptance Criteria. "Deliverable(s)" means any concrete output of a task or activity, any deliverable, manuals and software which Service Provider shall provide to Customer under the Services as described in the Initial Statement of Work or the relevant Statement of Work. "Documentation" means the written material which may be supplied to the Customer by the Service Provider to facilitate the use of the Core Software and Modules as identified in the Pricing Schedule in Schedule A to this Framework Agreement. "Expenses" means any costs directly linked to the travel, accommodation, communication, meals, administration and any other costs rendered necessary for the proper performance of Services. "Fees" means the Implementation Fees, Subscription Fees and Managed Services Fees payable by the Customer to the Service Provider pursuant to this Framework Agreement, as detailed in Schedule A and any fees detailed in a Statement of Work. For the avoidance of doubt, in order for Customer to be able to receive the Services and to use the Solution, Customer is required to obtain its own subscriptions and/or licenses, as applicable, for certain Microsoft products. Any fees in relation to Microsoft products (paid either to Microsoft directly or to the Service Provider, as applicable, including, but not limited to, the Microsoft Online Services Fees) shall not be (deemed to be) included within the Fees, unless expressly stated otherwise. "Force Majeure" means any unforeseeable event, beyond the reasonable control of the Party whose performance is affected, occurring without such Party's fault or negligence and which cannot be circumvented or prevented by such Party, such as defined by case law. "Framework Agreement" means this agreement, its Schedules, other annexes and Statements of Work hereto. Framework Agreement Page 3 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris "Implementation Fees" means the fees payable by the Customer to the Service Provider for the Implementation Services as specified in Schedule A to this Framework Agreement, and in any Statement of Work. "Implementation Services" means the services provided by the Service Provider in order to implement the Software as specified in the Initial Statement of Work. "Initial Statement of Work" means the contractual document regarding the implementation of the UMAX Customer Information System drawn up as Schedule C to this Framework Agreement. "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to applyfor and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world. "Incident" or "Issue" means an event that disturbs the normal use of the system. "Infrastructure Requirements" means the Microsoft Dynamics365 infrastructure requirements as updated from time to time by Microsoft and currently available on https://docs.microsoft.com/en- us/dynamics365/operations/dev-itpro/get-started/system-requirements and/or the network requirements as set out in the Maintenance and Support Agreement in Schedule B to this Framework Agreement. "Licensed Products" means the Software and the Documentation. "Maintenance and Support" means the customer care services as specified in the Maintenance and Support Agreement in Schedule B to this Framework Agreement. "Maintenance and Support Agreement" means the contractual document regarding the Maintenance and Support drawn up as Schedule B to this Framework Agreement. "Managed Services" means the optional managed services as may be agreed between the Parties and documented in a managed services agreement. "Managed Services Fees" means the recurring fees payable by the Customer to the Service Provider to entitle the Customer to receive Managed Services, and as further specified in the applicable managed services agreement. "Modules" means the licensed software components identified as additional to the Core Software as included in the Schedule A to this Framework Agreement. "Party" or "Parties" means Customer and/or Service Provider. Framework Agreement Page 4 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris "Project" means the Services described in the Initial Statement of Work or any Statement of Work. "Deliverable Description Document" means the description document for each Deliverable. "Production Environment" means the Customer production environment specified in the Initial Statement of Work. "Service Provider Coordinator" means the single point -of -contact person in Service Provider's organization in relation with Customer. "Service Provider Project Leader" means the employee or employees of Service Provider who is (are) assigned by Service Provider to supervise the Implementation Services. "Services" means Implementation Services, Maintenance and Support, Managed Services (if applicable) or such other services in relation to the Software as may be agreed between the Parties from time to time, in a Statement of Work. "Software" means the software (including the Core Software and the Modules) licensed to the Customer by the Service Provider in accordance with the terms of this Framework Agreement and its Schedules. For the avoidance of doubt, "Software" does not include Microsoft Dynamics365 or any other third -party software that might be applicable. The Customer acknowledges that the use of any applicable third -party software is subject to the terms and conditions of that third party software provider. The Customer is solely responsible for compliance with such terms and conditions. "Software Patch" shall have the meaning as set out in Schedule B (Maintenance and Support Agreement). "Software Roadmap" means a set of functionality topics ("features") and scheduled timings for release of this functionality, as defined by the Service Provider. The Customer has the continuous opportunity to provide input for this Software Roadmap, but the Service Provider reserves the right to determine and change the functionality and the timing for delivery as set out in the Software Roadmap. "Solution" means the Software together with the Deliverables being the final result of the Implementation Services by Service Provider. "Specifications" means the specifications and requirements of the Implementation Services and/or Software set out in the Initial Statement of Work or as may be agreed between the Parties from time to time, in a Statement of Work. "Statement of Work" means documents that Parties may enter into from time to time describing the Services that the Service Provider is to provide in connection with the Software, titled as a Statement of Work and referencing to this Framework Agreement. "Steering Committee" means a group of business executives and senior managers from both Service Provider and the Customer, including representation from impacted departments within the Customer as defined in the Statement of Work for Implementation Services. The Steering Committee sets overall Framework Agreement Page 5 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris direction for the Project and resolves issues raised to the Committee that were not resolved by other members of the Project team. "Subscription Fees" means the yearly recurring fee payable by the Customer to the Service Provider on a yearly basis to entitle the Customer (i) to obtain user rights to and (ii) to receive SaaS-ready Maintenance and Support in respect of the Software and Custom Development as described in this Framework Agreement and further quantified and set out in Schedule A and B to this Framework Agreement. In this Framework Agreement: • all defined terms used in this Framework Agreement and any Statements of Work formed under it shall have the meaning given to them in Section 1 or the relevant Schedule; • the singular includes the plural and vice versa; • references to gender include references to all genders; • unless otherwise stated, references to sub -clauses, clauses and to the Schedules and Appendices are to the sub -clauses, clauses and the Schedules and Appendices to this Framework Agreement; • the clause, Appendix and Schedule headings are for reference only and shall not affect the construction or interpretation of this Framework Agreement; • the Schedules, Appendices and Statements of Work form part of this Framework Agreement and shall have the same force and effect as if set out in the body of this Framework Agreement. Any reference to this Framework Agreement includes the Schedules, Appendices and Statements of Work; and • references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted from time to time. 2 PURPOSE 2.1 The purpose of this Framework Agreement is to set out the terms and conditions (including the financial conditions) under which Service Provider will provide Services and grant the license on the Software to Customer during the term of this Framework Agreement. 2.2 It is expressly agreed that no exclusivity whatsoever is granted to Service Provider in respect of the supply of Services hereunder. Customer will remain free to deal with third parties other than Service Provider for similar or identical services than those mentioned in the Framework Agreement. 2.3 The minimum or maximum contractual volume of Services to be delivered throughout the term of the Framework Agreement are set out in the relevant Statement of Work, not in this Framework Agreement. Framework Agreement Page 6 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 3 CONTRACTUAL DOCUMENTS 3.1 Service Provider shall provide the Services as designated in the Schedules to the Framework Agreement ("Schedules"). The Schedules shall contain: Schedule A — Pricing Schedule B — Maintenance and Support Agreement Schedule C — Statement of Work Schedule D — Phase Two Statement of Work The Schedules are listed above in their order of precedence. In the event of conflict between the Schedules, the priority of Schedules in their order of precedence in this Section shall prevail. 3.2 If there is a conflict between this Framework Agreement and any Schedule, the terms of this Framework Agreement shall govern, except where it is expressly stated in a Schedule that any specific term of this Framework Agreement are to be varied or overridden by that Schedule. 3.3 If there is a conflict between (i) this Framework Agreement or any Schedule, and (ii) a Statement of Work, the terms of this Framework Agreement or the relevant Schedule shall govern, except where it is expressly stated in a Statement of Work that any specific term of this Framework Agreement or any Schedule varies from, or overrides, the Framework Agreement. 4 PERFORMANCE OF SERVICES 4.1 The Service Provider shall perform the Services in a professional manner and shall use reasonable skill and care in performing the Services. The Service Provider shall furnish the services and materials consistent and in compliance with this Framework Agreement and any Statement of Work. 4.2 Any change in state or federal laws that leads to a new process or functionality of the Software will lead to a Change Request procedure as set out in Section 5 of this Framework Agreement. 4.3 The Service Provider shall provide reasonable efforts to deliver the Services in accordance with any delivery dates set out in the applicable Statement of Work or Initial Statement of Work. However, any timeframe for performance specified in a Statement of Work or Initial Statement of Work shall be indicative target dates only, unless expressly stipulated in the relevant Statement of Work to be binding milestones. For the avoidance of doubt, Customer shall in no event be entitled to unilaterally adjust, suspend or otherwise delay any such indicative target dates. In the event Customer desires to adjust, suspend, or otherwise delay any timelines, the parties shall mutually agree on a revised indicative target date and the associated cost in accordance with the applicable change request procedure. Framework Agreement Page 7 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 4.4 Unless otherwise provided, Service Provider shall provide Services at the locations specified in the Statement of Work. 4.5 The Customer shall co-operate with the Service Provider and provide such assistance, information and equipment as reasonably requested by the Service Provider to be able to adequately perform the Services (e.g. necessary working space and access to Customer's technical environment). Where performance of the Services is delayed as a result of any act or omission of the Customer, its employees, agents or sub- contractors, any reasonable costs incurred by the Service Provider as a result thereof shall be paid by the Customer at the agreed rate card set out in Schedule A to this Framework Agreement. The Customer acknowledges and agrees that in the event the Customer fails to fulfil any of its obligations under the Framework Agreement or a Statement of Work or should any assumptions specified in a Statement of Work prove incorrect, the timeline and fees as specified in the relevant Statement of Work may be subject to a Change Request. 5 CHANGE REQUEST The applicable Change Request procedure is described in the applicable Statement of Work or Maintenance and Support Agreement. 6 STATEMENT OF WORK 6.1 After the issuance of a Change Request and once the Change Quote is accepted by Customer, the Service Provider shall, at its option, consider the Change Request as a statement of work (the "Executable Change Request") or issue a Statement of Work, upon explicit request of the Customer, making reference to the Framework Agreement. 6.2 The Executable Change Request or Statement of Work shall contain the Specifications of the Deliverables and shall be governed by the terms and conditions of this Framework Agreement. Each Executable Change Request or Statement of Work shall in principle contain a clear reference to the fact that it is concluded pursuant to this Framework Agreement. If for any reason this reference is missing, the Executable Change Request or Statement of Work shall in any case be deemed to be concluded in accordance with this Framework Agreement. 6.3 The Service Provider shall be under no obligation to perform any Service requested by the Customer unless and until the Executable Change Request or Statement of Work has been approved and executed by both Parties. 6.4 For the avoidance of doubt, in the event Service Provider opts to perform Services pursuant to an Executable Change Request, the provisions in this Framework Agreement (including its Schedules) applicable to any Statement of Work, shall equally apply to any Executable Change request, unless expressly otherwise agreed between Parties or if the context requires otherwise. Framework Agreement Page 8 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 7 SCOPE OF LICENSE 7.1 Description of the Licensed Products 7.1.1 The Licensed Products includes the Software and Documentation as exhaustively defined in Schedule A to this Framework Agreement. The Core Software shall be as defined in Section 1— Definitions. 7.1.2 The Licensed Products can only be used in conjunction with the version (and service pack/release) of Microsoft Dynamics365 indicated by the Service Provider, for which the Customer, at its own expense, must have acquired the applicable user rights separately as further defined in Section 11. 7.1.3 The Customer agrees that the Software will only be used on devices that meet or exceed the Infrastructure Requirements which may be updated by the Service Provider to the Customer from time to time. Service Provider will alert Customer as soon as possible when Infrastructure Requirements are changed. Both Parties agree to work in good faith and within commercially reasonable bounds to ensure devices are updated to meet the Infrastructure Requirements 7.2 License Grant 7.2.1 Subject to the terms and conditions of this Framework Agreement and provided the Service Provider has received full payment of any and all Fees from the Customer, Service Provider hereby grants to Customer a non -transferable, non -assignable and non-exclusive license, without the right to sublicense to use the Licensed Products in the Production Environment and different staging environments of this Production Environment (i.e. testing, acceptance and development environment) on an infrastructure that meets the Infrastructure Requirements in accordance with the Documentation for the duration of this Framework Agreement. In the event of non-payment of the Subscription Fees by the Customer, the Customer shall have no more rights to use the Software. 7.2.2 Subject to applicable law or as otherwise expressly authorized in this Framework Agreement, the Customer may use the Licensed Products only as expressly permitted in this Framework Agreement, and subject to Customer's general obligation to comply with all applicable laws in Customer's use of the Licensed Products. The Customer may only use the Licensed Products for its internal business purposes. The Customer may not: 7.2.2.1 work around any technical limitations in the Software; 7.2.2.2 reverse engineer, translate, decompile or disassemble the Software, or otherwise attempt to discover, copy or create derivative works based upon the source code of the Licensed Products; 7.2.2.3. make more copies of the Licensed Products than specified in this Framework Agreement; 7.2.2.4 take any action that would cause the Licensed Products to be placed in the public domain; 7.2.2.5. encumber or suffer to exist any lien or security interest on the Licensed Products; 7.2.2.6 distribute, rent, lease or sell the Licensed Products; 7.2.2.7 use the Licensed Products for commercial software hosting services; 7.2.2.8 disclose results of any program benchmark tests without the Service Provider's prior written consent; or Framework Agreement Page 9 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 7.2.2.9 remove, alter, or obscure any proprietary notices (including copyright notices) of the Service Provider or its suppliers in the Licensed Products. 7.2.3 Omitted. 7.2.4 Except for the right and license expressly granted herein, all right, title and interest (including without limitation intellectual property rights) in the Licensed Products, its updates, the Software Roadmap and all related Documentation shall remain vested in the Service Provider. The Licensed Products, its updates, the Software Roadmap and all related documentation are protected by copyright. The Customer may not remove any copyright, trademark or other proprietary notices from the Licensed Products, its updates, the Software Roadmap and documentation. 7.2.5 If Service Provider assigns this Framework Agreement to a successor vendor, any agreement of any type assigning any rights granted hereunder by Service Provider to a successor -in -interest shall require the successor -in -interest to honor any licenses provided to Customer hereunder. In the event Service Provider assigns this Framework Agreement, Customer is only required to maintain the current status of the Core Software upon timely payment of the Subscription Fees. 8 MAINTENANCE AND SUPPORT The Service Provider shall provide the Customer with Maintenance and Support in accordance with the Maintenance and Support Agreement (Schedule B to this Framework Agreement), provided the Customer pays the applicable Fees as set forth in the Pricing Schedule (Schedule A to this Framework Agreement). 9 LICENSE MEASUREMENT AND ADJUSTMENTS 9.1 License Measurement: The Customer acknowledges that the Subscription Fees to be paid under this Framework Agreement depend on the usage of the Licensed Products (including but not limited to the number of Active Accounts). In this respect, the Customer shall monitor the usage of the Licensed Products and pay the Subscription Fees as per the usage of the Licensed Products (defined in the Pricing Schedule in Schedule A to this Framework Agreement and or the relevant Statement of Work). The Customer shall provide an annual report on the Anniversary Date outlining the usage of the Licensed Products (by using the appropriate tool provided by the Service Provider) in order to provide Service Provider an updated count of the total Active Accounts. The Active Accounts value so calculated will apply as from the relevant calculation date in accordance with the intermediate report obligation. For the avoidance of doubt, the Customer agrees that the number of Active Accounts used to calculate the applicable Fees shall never be lower than the contracted number of Active Accounts as detailed in the tiered subscription model in the Pricing Schedule in Schedule A to this Framework Agreement. Under no circumstance shall the number of Active Accounts be lower than the amount actually purchased by the Customer. 9.2 Audit: The Customer grants the Service Provider the right to audit the Customer's use of the Licensed Products, including the performance measurements on and in the Core Software, with the purpose of determining the parameters underlying the Subscription Fees ("License Parameter Measurement") upon Framework Agreement Page 10 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris reasonable notice by the Service Provider to the Customer. Such audit shall be undertaken at the Service Provider's cost. If the Service Provider has reasonable grounds to believe that the Customer does not correctly report the usage of the Licensed Products, the Service Provider is entitled to perform additional ad -hoc audits at any time giving reasonable prior notice to the Customer. The Customer agrees to provide reasonable access (i.e. to verify whether or not the Customer has underpaid the Subscription Fees and solely on a "need to know" basis) to its systems and networks in order to allow such audit and measurements and acknowledges that the Service Provider can revise the Active Accounts of the Customer. Any such audit or measurement shall not unreasonably interfere with the normal business operations of the Customer and any findings or results from the audit shall be treated confidentially. The Customer agrees that the Service Provider shall not be responsible for any of the Customer's costs incurred in cooperating with the audit. 9.3 Updated License Fees: If such License Parameter Measurement shows that the Customer has underpaid the amount of fees due to the Service Provider, without prejudice to any other rights and remedies available to Service Provider hereunder, the Customer shall pay the amount of any such underpayment to Service Provider in accordance with the agreed Subscription Fees as set out in Schedule A to this Framework Agreement, together with any applicable late payment interest. For the avoidance of doubt, the Subscription Fees shall be increased in accordance with the actual amount of Active Accounts for any future Subscription Fee invoice. 10 ADDITIONAL LICENSING REQUIREMENTS AND/OR USER RIGHTS 10.1 License Grant for Templates: The Customer may copy and use templates provided with the Licensed Products and identified for such use in documents and projects that the Customer creates. 10.2 Modification Disclaimer: The Customer may modify the Core Software only as necessary to use it for its internal business purposes if the Customer received the Core Software in source code form. The Customer agrees that the Service Provider is not responsible for any Issues, Defects or problems that result from modifications made by the Customer or any other third party, or any problems that are caused by third party hardware or software. The Service Provider does not, and will not have any obligation to provide Maintenance and Support for any modification made by the Customer or any third party in the product or custom code delivered by the Service Provider, for any modification of the SQL databases or for any adverse effect addition or modification to the packages deployed to the Production Environment. Service Provider does not make any representation, endorsement, warranty or assurance that any modification created, implemented or services by the Customer will meet the Customer's business needs or operate successfully with the Software. No damage resulting from the use of the modified Software can be recovered from the Service Provider. This disclaimer does not include modifications made by the Service Provider. 10.3 Additional or altered Functionality: The Service Provider may provide additional or altered functionality for the Core Software for which other license terms and fees apply. The Customer shall be entitled during the term of this license and all renewals to the use of the Core Software without disturbance, subject only to its obligation to make the required payments hereunder. Framework Agreement Page 11 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 10.4 Backup and failover rights: The Customer may make multiple copies of the Licensed Products for backup, development and testing purposes, so long as such copies are not used in production and the developments are for internal use only. The Customer may run an additional production instance of the Licensed Products in order to enable temporary support in the event of disaster recovery. 11 MICROSOFT DYNAMICS365 AND OTHER THIRD PARTY SOFTWARE 11.1 The Customer acknowledges and agrees that in order to use the Software, the Customer shall obtain, at the Customer's expense, the right to use Microsoft Dynamics365 by ordering the appropriate licenses and/or subscriptions through the Service Provider or directly from Microsoft or a third -party vendor. The Customer must have appropriate and sufficient licenses for Microsoft Dynamics365 to comply with the required usage rights, storage volume and computing power in order to allow the Software to operate properly. 11.2 The Parties acknowledge that Microsoft Dynamics365 is procured from Microsoft or a third -party vendor, and that the right to use Microsoft Dynamcis365 as mentioned in clause 11.1 above is subject to a separate agreement between the Customer and Microsoft or the third -party vendor (as applicable) and that the Service Provider shall not be responsible for changes to or termination of such agreement, or for any other loss arising out of such agreement or due to Microsoft or third -party vendor (as applicable). 11.3 The Customer acknowledges Microsoft has no responsibility for the Software or any effect that the Software may have on the functionality of Microsoft Dynamics365 or the Customer's system, business or operations. 11.4 The Customer acknowledges that any terms and Service Provider obligations (including warranties, indemnification and Maintenance and Support) provided in this Agreement in respect of the Software shall not apply in respect of Microsoft Dynamics365. Therefore, the Customer acknowledges that the Service Provider has no responsibility for Microsoft Dynamics 365 or any effect that Microsoft Dynamics365 may have on the functionality of the Software or the Customer's system, business or operations. 11.5 If applicable, the Customer shall acquire from Microsoft, third -party vendor or through the Service Provider (as applicable) the necessary user rights in respect of Microsoft's Azure cloud environment. 11.6 The Customer acknowledges that some existing features or functionalities might be subject to changes by Microsoft under the applicable terms and conditions. The Service Provider does not guarantee that new or existing features or functionality of Microsoft Dynamics365 will be available throughout the Term of this Agreement. In the event a change of functionality by Microsoft has an effect on the Software, the Service Provider will provide reasonable assistance to find an alternative solution. 11.7 To the extent the Parties mutually agree, pursuant to an approved Change Request, to include any third - party software, the Customer acknowledges that other third -party software could be required and separate terms and conditions might apply. Framework Agreement Page 12 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 12 FINANCIAL CONDITIONS 12.1 The Fees of the Services are defined in Schedule A to this Framework Agreement and in the applicable Statement of Work. 12.2 The general pricing model of the Software can be found in Schedule A to this Framework Agreement. Customer shall pay to the Service Provider the Fees for the Software in the amounts and times as set forth in Schedule A to this Framework Agreement. 12.3 Fees are defined in USD, excluding taxes. Sums stated to be payable under this Framework Agreement do not include any applicable taxes or Expenses, which shall be additionally charged to the Customer. The Customer is responsible for payment of all federal, state or local import, usage, value added, withholding or other taxes or duties associated with the supply the Services or which may be levied or based upon the Fees, the Expenses or any part thereof, and the Customer shall promptly reimburse the Service Provider for any such taxes or duties paid by the Service Provider. 13 INVOICING -PAYMENT TERMS 13.1 Schedule A to this Framework Agreement or the applicable Statement of Work define the relevant payment schedule for all licenses granted and all Services performed pursuant to this Framework Agreement and any corresponding Statement of Work. Expense claims shall be invoiced monthly in arrears following submission of an appropriate invoice. 13.2 Invoices shall include, in addition to any mandatory requirements, the description and quantity of Services provided and will always refer to the Statement of Work number (if any) and the contract reference number appearing on the cover page of this Framework Agreement. 13.3 In the case of an undisputed invoice, Customer shall pay Service Provider within thirty (30) days after the date of issuance of the invoice. If Customer has a good -faith basis to dispute the accuracy of an invoice (or part thereof), after providing written notice to Service Provider within thirty (30) days, Customer shall follow the Dispute Resolution procedures set forth in this Framework Agreement. Until a final resolution has been achieved through the Dispute Resolution procedures, Customer is not obligated to make any payments for the disputed portion of the disputed invoice. For the avoidance of doubt, the undisputed portion of the invoice must be paid within thirty (30) days after the date of issuance of the invoice. 13.4 The amount of any invoice which has not been paid within thirty (30) days from the invoice date shall automatically be subject to a late payment interest equal to 1.5% per month or the maximum permitted by applicable law, which interest shall be compounded daily as of the due date until receipt of full payment by the Service Provider. In addition, the Customer shall pay all costs incurred by the Service Provider as a result of the (extra)judicial enforcement of the Customer's payment obligations hereunder. If the Customer fails to pay any outstanding amounts within sixty (60) days from receipt of a written payment default notice, Service Provider shall be entitled to suspend its obligations and the Customer's rights hereunder until receipt of payment of such outstanding amounts. Framework Agreement Page 13 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 14 PERSONNEL 14.1 Service Provider shall appoint, from among its employees assigned to carry out the Project and/or Services, project leaders/contract managers who shall supervise, on behalf of Service Provider, the activities of the said employees. 14.2 Service Provider shall use its best efforts to ensure that the Services are performed by highly skilled and experienced personnel, familiar with the Services, Customer activities and the technical and functional environment within which the Services need to be performed. 14.3 Service Provider shall be solely responsible for the allocation of tasks and scheduling of tasks performed by its own personnel, including any sub -contractors it may have contracted with. 14.4 In order to ensure continuity of service, Service Provider shall, at its own cost, organize the transfer of information between its employees to ensure that the Services can be provided at any time according to the Framework Agreement. Service Provider shall guarantee the continuity of the Project and, inter alia, will provide adequate training to the new assignee. Such training shall preferably be performed by the leaving employee, at the expense of Service Provider, in order to enable said assignee to perform the agreed Services, with a similar level of expertise than the former assignee at the end of this training period. 14.5 When the Services are provided, in whole or in part, at the facilities of Customer, Service Provider commits that its employees will comply with the duly and timely communicated internal regulations, guidelines, policies of Customer, notably, on safety and conduct in the workplace. Customer undertakes to timely inform Service Provider of any relevant changes in the internal regulations, guidelines, and policies of Customer. In the absence of such timely communication, Service Provider has no obligation to comply with such internal regulations, guidelines and policies. 14.6 Service Provider's employees shall remain employee(s) of Service Provider and the latter shall be responsible for the payment of salaries, social security charges, all workers regulations contributions, insurance premiums and any other legal or extra -legal obligations which Service Provider has agreed with its personnel or is obliged to pay under the law of the country where its headquarters resides and its statutes are deposited. Service Provider's employees will only comply with the instructions given by Service Provider. No remuneration shall be paid by Customer to Service Provider employees. Customer shall at no time be considered as having an employer relationship with Service Provider or Service Provider's employees. 14.7 Unless otherwise agreed between the Parties, Service Provider and Customer may not hire nor make any offer to employ, either for unspecified or for a specified period, on a full- or part-time basis, any member of the personnel of the other Party and the subcontractors of the Service Provider for the period of this Framework Agreement and one year thereafter. The penalty for violation of this Section is one (1) year salary of the employee concerned. 14.8 It is mutually agreed that Service Provider is an independent contractor and not an agent or employee of the Customer, and as such the Service Provider, or any employees thereof, or sub -contractors, or any Framework Agreement Page 14 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris employees thereof, shall not be entitled to any Customer employment benefits, such as, but not limited to, wages or salary, vacation, sick leave, insurance, workers' compensation, or pension and retirement benefits. 15 INFORMATION AND IT SECURITY 15.1 Service Provider shall use its best efforts to comply with the duly and timely communicated IT infrastructure and (web) application policies and standards used by Customer. Customer undertakes to timely inform Service Provider of any relevant changes in the policies and standards. In the absence of such timely communication, Service Provider has no obligation to comply with such standards and policies. 15.2 At all times during the performance of the Services, Service Provider shall abide by commercially reasonable standards on security in compliance with Customer duly and timely communicated internal rules and policies and shall use its best efforts to take all appropriate steps not to compromise the security of Customer network, premises and personnel. Service provider shall inform its employees involved in providing the Services to the Customer of the applicable policies. 15.3 Service Provider shall inform Customer in writing as soon as it has any knowledge of any actual (incident) or potential risks in connection with the foregoing and shall use its best efforts to take all measures necessary to further safeguard or restore the security of the system or configuration concerned and correct any faults. 16 OBLIGATIONS OF SERVICE PROVIDER Service Provider warrants and undertakes to: 1. Comply at any time during the term of this Framework Agreement with all applicable laws and regulations within the place where the Services are provided. 2. Have and maintain for the duration of this Framework Agreement, all the required authorizations under applicable portions of this Framework Agreement and by local regulations. 3. Ensure that its employees or subcontractors are legally employed in accordance with the relevant labor legislation and regulation applicable in the country of Service Provider. 4. Be current with regard to taxes and social security for all countries contained in the geographical scope and to maintain in good standing during the term of the Framework Agreement. 5. Perform, if applicable, the Services in accordance with the strictest standard as per the practices of the industry and techniques used at the time of the supply of the Services. 6. Be entitled to perform the Services and to have full power to enter into this Framework Agreement and not to be bound by any other agreement which adversely affects this Framework Agreement. Framework Agreement Page 15 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 17 OBLIGATIONS OF CUSTOMER 17.1 Customer shall bear the following obligations and responsibilities: 1. Carry out the tasks defined in the relevant Statement of Work, choose among the solutions recommended by Service Provider, validate the Specifications, perform the acceptance in good faith, accept the solutions. 2. Proactively communicate any changes impacting the ability for the Service Provider to successfully perform the Services. 3. Participate in committees or working groups defined by the Service Provider Project Leader and designated Customer officials for the purpose of performing the Services. 4. Maintain and inform the Service Provider regarding the needed third party service, maintenance or other contracts necessary to obtain potential corrective service, patches, fixes and upgrades on which the Software is dependent. 5. Train staff as described in the relevant Statement of Work and have skilled resources on the Customers activities related to the Services. 6. Provide information and documents when reasonably requested by Service Provider in the performance of Services available. 7. Remunerate the Services as provided in the Framework Agreement (including any of its Schedules). 17.2 When performing the Services require Customer to purchase additional hardware, software or specific services in order to achieve the agreed service levels set out in this Framework Agreement (including its Schedules), the Customer will acquire such additional hardware, software or specific services at its own cost and risk in order to achieve the agreed service levels. To the best of its knowledge, Service Provider has identified in the applicable Statement of Work the components required for performance of the Services as known at the time of execution. Notwithstanding any other language to the contrary in this section, if Service Provider requires Customer to purchase additional hardware, software, or specific services not identified in Service Provider's bid package, Service Provider agrees that it shall, to the extent possible, utilize the Change Request procedure for such additional hardware, software, or services, and if the Parties do not agree, utilize Dispute Resolution described in this Framework Agreement before suspending or terminating the Services until Customer acquires such additional hardware, software, or specific services. 18 LIMITATION OF LIABILITY 18.1 Unless otherwise agreed, in the event of a material breach by Service Provider of any of its obligations under the Framework Agreement, Customer may deliver written notice to Service Provider describing the breach. If (i) Service Provider fails to remedy such breach within thirty (30) days of receipt of Customer's Framework Agreement Page 16 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris notice or (ii) the fulfilment of Service Provider's violated obligations or remediation by Service Provider is materially impossible, Service Provider shall be in default. 18.2 Liability during performance of the Implementation Services ("Initial Period") Subject to the maximum permitted by applicable law the aggregate liability of the Service Provider arising out of or in connection with this Framework Agreement and the transactions contemplated hereby during the Initial Period, whether in contract, warranty, tort (including negligence, product liability or other theory) or otherwise shall per event not exceed the Implementation Fees paid to the Service Provider by the Customer under this Framework Agreement during the twelve (12) months period preceding the date on which the applicable claim arose, provided that the Service Provider's aggregate liability in this respect shall not exceed the total Implementation Fees. The Service Provider's liability is limited to direct damages. The liability in respect of the license grants is solely governed by Section 18.4. 18.3 Liability after the Initial Period ("Support Period") Subject to the maximum permitted by applicable law, for each twelve (12) month period of this Framework Agreement during the Support Period (the "Support Year"), the liability of the Service Provider arising out of or in connection with this Framework Agreement and the transactions contemplated hereby during the Support Period, whether in contract, warranty, tort (including negligence, product liability or other theory) or otherwise shall per event not exceed the amounts paid to the Service Provider by the Customer under this Framework Agreement during such Support Year (and in any event, not taking into account the amounts paid during the Initial Period), provided that the Service Provider's aggregate liability in this respect shall not exceed the total Fees paid during the Support Period. The Service Provider's liability is limited to Customer's direct damages. The liability in respect of the license grants is solely governed by Section 18.4. 18.4 Liability in respect of the license Subject to the maximum permitted by applicable law, the aggregate liability of the Service Provider arising out of or in connection with the license grants and the transactions contemplated hereby, whether in contract, warranty, tort (including negligence, product liability or other theory) or otherwise, shall per event not exceed the Subscription Fees paid to the Service Provider by the Customer under this Framework Agreement during the twelve (12) months preceding the date on which the applicable claim arose, provided that the Service Provider's aggregate liability in this respect shall not exceed the total Subscription Fees paid under the Framework Agreement. 18.5 General liability provisions Subject to the maximum permitted by applicable law, the Service Provider excludes its liability for any special, incidental, indirect or consequential loss or damages including, without limitation, loss of business or profits, whether arising from negligence, breach of contract or otherwise, where such losses or damages are special, incidental, indirect or consequential. Framework Agreement Page 17 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris The limitation of damages provisions of this Framework Agreement shall not apply to damages resulting from gross negligence, willful misconduct or bodily harm. 19 ACCEPTANCE 19.1 Deliverables Acceptance Procedure. After the delivery to Customer of a Deliverable, Customer shall evaluate in good faith such Deliverable for compliance with the Acceptance Criteria described in the applicable Statement of Work ("Applicable Document"). The Customer shall perform the Acceptance Approval (as set out in the Deliverable Description) within five (5) Business Days of delivery, unless another length of time is mutually agreed upon in writing by both Parties in the relevant Statement of Work ("Deliverable Acceptance Period"). 19.2 If during the Acceptance Approval, it has been demonstrated or becomes apparent that the relevant Deliverable (as delivered or resubmitted) complies with the Acceptance Criteria in all material respects, then Customer shall notify Service Provider in writing usingthe Product Deliverable Description Document of its acceptance of such Deliverable. 19.3 If any Deliverable is rejected, Customer shall, during the Deliverable Acceptance Period, notify Service Provider a written statement that it is rejecting the applicable Deliverable(s) with a good faith explanation for the rejection. Upon receipt of Customer's notification of rejection, Service Provider shall, during the subsequent thirty (30) Business Days, have the opportunity to correct the relevant Defects to then resubmit the Deliverable for further testing by Customer. 19.4 The Customer shall however be deemed to have accepted the Deliverables if (i) the Customer proceeds to use any content incorporated in such Deliverables (other than to carry out Acceptance Approval as envisaged by Section 19.1) for the purposes of further implementation of the Solution, (ii) the Customer does not provide written notice of rejection (as meant in Section19.3) within the Deliverable Acceptance Period or (iii) any Defect which was not caused by the Service Provider or is minor in nature as defined in the Acceptance Criteria. 19.5 Solution Acceptance Procedure. Service Provider shall submit the Solution to the Customer for the user acceptance testing, and Customer shall evaluate in good faith the Solution for compliance with the Acceptance Criteria described in the Applicable Document. The Customer shall commence the acceptance test within ten (10) Business Days of delivery of the Solution ("Solution Acceptance Period"). The Customer shall be responsible for the scope and execution of the user acceptance testing. 19.6 If the Solution is rejected, Customer shall, within ten (10) Business Days of completion of the user acceptance testing, notify Service Provider in writing. Upon receipt of Customer's rejection notification, Service Provider shall, within a reasonable time period (taking into account the materiality of the Defects), correct the relevant Defects and resubmit the Solution for further testing by Customer. Framework Agreement Page 18 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 19.7 If during the acceptance test, it has been demonstrated or becomes apparent that the relevant Solution (as delivered or resubmitted) complies with the Acceptance Criteria in all material respects, then Customer shall notify Service Provider in writing of its acceptance of the Solution. 19.8 If the Customer proceeds with the use of the Solution in the Production Environment, the Customer shall be deemed to have accepted the Solution. 19.9 No use of the Solution shall be permitted until completion of the user acceptance testing. 19.10 Consequences of non -acceptance of the Solution or a Deliverable. If the relevant resubmitted Deliverable or Solution does not pass the acceptance test/the user acceptance testing, then the Parties shall jointly decide which of the following steps to take: 1. repeat the steps described in the above paragraphs up to a maximum of three (3) times; or 2. the Customer agrees to a time extension; or 3. the Customer conditionally accepts such Deliverable/the Solution upon terms acceptable to Customer (e.g. a price reduction). If the Parties agree on a price reduction, they shall sign a certificate of Acceptance of the relevant Deliverables/the Solution together with the price reduction. 19.11 If the Parties decide to resubmit the Deliverable/Solution for acceptance testing, the Parties agree to address the issue in the Steering Committee and come up with an alternative solution if a Deliverable/the Solution is rejected three times, in order to provide the Parties with the opportunity to find a solution for the problems that have arisen. If the Steering Committee cannot provide a satisfying solution, the escalation procedure (set out in Section 30) shall be initiated. 20 WARRANTY 20.1 Deliverables warranty 20.1.1 The Service Provider warrants, represents and undertakes: 1) that the Implementation Services do not infringe any patent, trademark, copyright or other Intellectual Property Right of a third party (as per the terms of Section 27 of this Framework Agreement); 2) that the Deliverables provided under the Initial Statement of Work or any Statement of Work shall be substantially in accordance with the Specifications for a period of three (3) months as from the Acceptance Date ("Warranty Period"). During the Warranty Period, Service Provider undertakes to provide any appropriate measure and/or action to repair or to replace, at its own expenses any Deliverable or part thereof, which is not in accordance with the Specifications. Framework Agreement Page 19 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris For the avoidance of doubt, the Parties acknowledge that the warranty in respect of the Software is set out in Section 20.2 of this Framework Agreement. 20.1.2 The Service Provider's obligation to repair, replace or modify the Deliverables (as applicable) as described above is dependent upon and subject to the Customer using reasonable skill and care in following any investigative procedure specified by the Service Provider and ensuring full cooperation with the Service Provider in diagnosing and rectifying any breach of warranty as set forth herein. In order to invoke the warranty described above, the Customer shall submit written documentation to the Service Provider during the Warranty Period which describes how the functionality of the Solution or the relevant Deliverable substantially deviates from the Specifications affecting the overall performance or the intended use of the Solution as described in the applicable Statement of Work. 20.1.3 The Service Provider shall have no warranty obligation regarding failures that result from (i) the interaction of the Deliverables with any products or services not included in the Production Environment, other than integrations with Microsoft products implemented by the Service Provider as part of the Services, (ii) any misuse or unauthorized use of the Deliverables or Software, (iii) failure by the Customer to install any corrections to the Deliverables (as applicable) issued by Service Provider, or (iv) any modification, alteration or change to the Deliverables or Software not made by Service Provider. 20.2 Software — Licensed Products warranty 20.2.1 The Service Provider warrants that (i) it has the right to enter into this Framework Agreement and to grant to the Customer a license or sub -license to use the Core Software as contemplated by this Framework Agreement and (ii) the Core Software will perform as described in the Specifications of the Core Software as set out in the Initial Statement of Work. The warranty given in this Section 20.2.1 (the "Limited Warranty") covers the Core Software for three (3) months after acquisition by the Customer. To the extent permitted by law, any implied warranties, guarantees or conditions are excluded from this Framework Agreement. 20.2.2 Except for the specific warranties given in this Framework Agreement, the right to use the Software is granted to the Customer "as is" without warranty, representation, obligation to remedy or any other rights than those described in this Framework Agreement and provided that all relevant payments are actually paid. The Service Provider does not guarantee that the Software will perform error free or uninterrupted or that the Service Provider will correct all program errors. 20.2.3 The warranty does not cover Issues caused by acts (or failures to act) of the Customer, actions by others or events beyond the reasonable control of the Service Provider. Variations in functionality which do not affect the overall performance or intended use of the Solution as described in the Initial Statement of Work are not considered to be a sufficient reason to claim under this Limited Warranty. Neither does the Limited Warranty apply to defects resulting from external factors, including other programs or as a result of integration with other computer systems or the interaction between the Core Software and other software or hardware systems. The Limited Warranty shall only be provided with respect to Issues that can be reproduced in a standard UMAX environment (i.e. the Core Software without any Custom Development). Framework Agreement Page 20 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 20.2.4 In the event that the Core Software does not perform substantially as described in the Specifications in the relevant Statement of Work, the Service Provider will repair or replace the Core Software, at its own option and at no charge. Software Patches will be made available by the Service Provider to the Customer (as per Schedule B to this Framework Agreement). These are the only remedies for breach of the Limited Warranty. 20.2.5 In order to invoke the Limited Warranty as described above, the Customer has to submit a written documentation to the Service Provider within three (3) months after the supply of the Core Software which shows that the functionality of the Core Software substantially deviates from the Initial Statement of Work resulting in a significant defect (i.e. a failure which causes one or more critical functions of the Core Software not to work resulting in the Core Software not functioning as a whole) and which has an impact on the intended use of the Core Software as described in the applicable Statement of Work. 20.3 The warranties given in this Section 20 are the only direct warranties from the Service Provider. The Service Provider gives no other express warranties, guarantees or conditions. Where allowed by local laws, the Service Provider excludes implied warranties of merchantability and fitness for a particular purpose. If local laws give the Customer any implied warranties, guarantees or conditions, despite this exclusion, the remedies of the Customer are described in the Remedy for Breach of Warranty Section above, to the extent permitted by local laws. 20.4 This Section 20 is subject to the limitation of liability as set out in Section 18. 20.5 For the avoidance of doubt the warranties given in this section 20 shall not apply to Microsoft Dynamics365 or any other third -party software (if applicable). 21 QUALITY CONTROL AND REVIEW Customer shall address its enquiries regarding the Services to the Service Provider Coordinator, who shall have sufficient authority to handle the following topics: 1) Specifications 2) Change Requests 3) Change Quotes 4) Price list and updated catalogues 5) Potential complaints, 6) Invoicing problems, 7) Follow-up of specific problems, 8) Reporting issues Framework Agreement Page 21 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 22 TERM 22.1 This Framework Agreement shall be effective as from the date of its signature by the Assistant City Manager and is entered into for an initial five (5) year term, which shall be separated into the following segments: Segment Applicable Dates Implementation Phase —Segment 1 Beginning Date — Date of Execution of Framework Agreement Ending Date — 1st anniversary of the Date of Execution of the Framework Agreement Implementation Phase —Segment 2 Beginning Date —1st anniversary of the Date of the Execution of the Framework Agreement Ending Date — 90 days after the Go -Live Date Support Commitment — Segment 1 Beginning Date — Go Live Date Ending Date —1st anniversary of Go -Live Date Support Commitment — Segment 2 Beginning Date —1st anniversary of Go -Live Date Ending Date — 2nd anniversary of Go -Live Date Support Commitment — Segment 3 Beginning Date — 2nd anniversary of Go -Live Date Ending Date — 3rd anniversary of Go -Live Date Support Commitment — Partial Segment Beginning Date: 3rd anniversary of Go -Live Date Ending Date: 51h anniversary of the Date of Execution of the Framework Agreement Framework Agreement Page 22 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris The Parties may renew the Agreement upon mutual written agreement of the Parties for three (3) additional five-year renewal terms. The Parties agree that as from one (1) year following the Acceptance Date or the second Anniversary Date of the agreement (whichever comes first), the Fees, any rate cards, any other fees, and the price per Active Account shall be equal to the preceding year's pricing increased by the greater of (i) the then current CPI index or (ii) four percent (4 %). 22.2 In the event of termination of the Framework Agreement pursuant to Section 22.1, the Customer shall pay on the end date of the Framework Agreement (i) all amounts payable under this Framework Agreement (including its Schedules), and (ii) in any event the total value of any applicable current Statement of Work. 22.3 Upon termination of this Framework Agreement and/or a Schedule or portion thereof, those provisions that specifically provide for survival beyond the expiration or termination, and all provisions, if any, regarding limitation of liability, intellectual property and confidentiality shall survive indefinitely to the maximum extent permitted by applicable law. The Customer, however, shall in no event bring any action whether in tort, contract or otherwise, more than ten (10) years following the expiration or termination of this Framework Agreement. 23 TERMINATION FOR BREACH Either Party may at its option terminate the Framework Agreement, a particular Schedule, a particular Statement of Work or portion thereof: 1. Immediately upon written notice to the other Party if the other Party breaches its confidentiality obligations under this Framework Agreement or an applicable Schedule or commits any other breach that is not capable of remedy. Service Provider shall be entitled to immediately terminate this Framework Agreement (or alternatively suspend its obligations hereunder and/or the user rights granted hereunder) on giving written notice in the event the Customer infringes Service Provider's Intellectual Property Rights. 2. Upon written notice to the other Party if the other Party breaches its obligations as set out in this Framework Agreement or Schedule and fails to cure the breach within thirty (30) days or provides an acceptable timeline of when it will be cured after written notice of the breach from the other Party. 3. Immediately upon written notice if the other Party ceases conducting business in the normal course, admits its insolvency, makes an assignment for the benefit of creditors, or becomes the subject of any judicial or administrative proceedings in bankruptcy, receivership or reorganization. 4. The Customer acknowledges and agrees that the Service Provider may at its option terminate this Framework Agreement immediately upon written notice in response to an Framework Agreement Page 23 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris intellectual property infringement claim against Microsoft according to a court or other governmental order. 24 CONSEQUENCES OF TERMINATION 24.1 Upon termination of this Framework Agreement , a particular Schedule, a particular Statement of Work or portion thereof for whatever reason: (i) the Customer shall promptly pay all outstanding Fees and Expenses due and owing under the Framework Agreement, that particular Schedule and that particular Statement of Work (unless there is a bona fide dispute between the parties in relation to such amounts), (ii) the Customer shall no longer have the right to use the Licensed Products and shall (if applicable) remove all copies of the Licensed Software received/made under this Framework Agreement, and (iii) each party shall return to the other Party the Confidential Information of such Party that are in its possession or under its control. 24.2 The termination or expiration of a Statement of Work shall not affect the validity or continuance of any other Statement of Work pursuant to this Framework Agreement or this Framework Agreement itself. Upon termination of this Framework Agreement, the Schedules, Appendices and Statements of Work shall automatically terminate. 24.3 Upon termination of this Framework Agreement, a particular Schedule, a particular Statement of Work or portion thereof for Customer's non-payment of Fees, the Customer's right to use the applicable Deliverables or Software in accordance with the terms of the Framework Agreement shall automatically terminate and the Customer shall destroy all copies of the Deliverables and Software within Customer's possession or control. 25 NOTICES All notices under this Framework Agreement must be in writing and sent either by hand delivery, certified mail, return receipt requested, overnight courier. Any notice or communication shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by certified mail or overnight courier, at 9:00 am on the second Business Day after posting or at the time recorded by the delivery service. This Section does not apply to the service of any proceedings or other documents in any legal action. To the City of Fort Worth: Fort Worth Water Director 100 Fort Worth Trail 17th Floor Fort Worth, TX 76102 Framework Agreement Page 24 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris With a copy to: Fort Worth City Manager 100 Fort Worth Trail 14th Floor Fort Worth, TX 76102 And Fort Worth City Attorney 100 Fort Worth Trail 19th Floor Fort Worth, TX 76102 To Itineris NA, Inc. Attn: General Manager or Contracts PO BOX 680451 Marietta, GA 30068 26 CONFIDENTIALITY 26.1 Service Provider acknowledges and agrees that the Customer is a government entity under the laws of the State of Texas and all records held or maintained by or for Customer are subject to disclosure under the Texas Public Information Act. In the event the Customer receives a request for information pertaining to information that is confidential or proprietary, Customer will promptly notify Service Provider, and shall not disclose Confidential Information of the Service Provider unless and until (i) the Service Provider has had a reasonable opportunity to request and assert any applicable exceptions to disclosure under the Texas Public Information Act, and (ii) a decision requiring disclosure has been issued by the Office of the Attorney General of the State of Texas or a court of competent jurisdiction, and then only to the extent such disclosure is strictly required. As required by the Texas Public Information Act, Service Provider is solely responsible for notifying the Texas Attorney General of its objections to disclosure, A determination on whether such reasons are sufficient will be decided by the Office of Attorney General of the State of Texas or by a court of competent jurisdiction — not the Customer. Upon written request from Service Provider, Customer agrees to provide reasonable assistance to Service Provider in obtaining any injunctive relief pertaining to any public information request ruled on by the Office of the Attorney General of the State of Texas; however, Service Provider agrees that it cannot require City to pay any portion of Service Provider's court costs or attorney's fees for Service Provider's request for injunctive relief. 26.2 During the term of this Framework Agreement and two (2) years after its expiration or termination, the Parties undertake to: 1. Store and maintain the other Party's information in a secure manner and not allow unauthorized users to access, modify, delete or otherwise corrupt the other Party's information in any way. Service Framework Agreement Page 25 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris Provider must notify Customer immediately if the security or integrity of any Customer information has been compromised or is believed to have been compromised, in which event, Service Provider will, in good faith, use all commercially reasonable efforts to cooperate with the Customer in identifying what information has been accessed by unauthorized means and shall fully cooperate with Customer to protect such Customer information from further unauthorized disclosure. Use Confidential Information only as permitted herein or for the purposes of a Statement of Work and to disclose said Confidential Information internally only to its employees, directors, officers, Affiliates and representatives who have a need to know for the purpose of this Framework Agreement or Statement of Work; Except as provided in this Framework Agreement, not to disclose such Confidential Information to any third party for the benefit of itself or any third party, without the other Party's prior written consent, being understood that each Party may communicate Confidential Information to its sub -contractors on a need -to -know basis, or any third party in case of audit or due diligence process, provided that the third parties undertake to comply with a confidentiality obligation similar to the one defined in this Section; 4. Except as provided in this Framework Agreement, take measures that, in the aggregate, are no less protective than those measures it uses to protect the confidentiality of its own comparable Confidential Information, or in the City's case, the City's sensitive information; and Except as provided in this Framework Agreement, take all necessary steps to advise its employees and its sub -contractors of the confidential nature of the Confidential Information and of the prohibitions on copying or revealing such Confidential Information contained therein. Each Party shall ensure that the persons referred to above, and to whom Confidential Information may be disclosed, comply with the provision of this Section. 26.3 However, the Parties will not be prohibited by reason of this Section from complying with disclosure required by applicable law if: Where possible without breaching any legal or regulatory requirement, it gives the other Party advance notice of the disclosure requirement, and It co-operates with the other Party in seeking to oppose, minimize or obtain confidential treatment of the requested disclosure, in each case to the extent reasonably practicable. 26.4 The obligations of confidentiality set out in Section 26.2 do not apply to: (i) information which can be proven to be in the public domain through no fault or no involvement of the receiving party; (ii) information received from third parties, whose knowledge is not the result of a breach of the confidentiality obligation; (iii) information already in the receiving party's possession at the time of its disclosure by the disclosing party; and (iv) information disclosed pursuant to the order or requirement of a court, administrative agency, regulatory body or other governmental body and in accordance with the applicable statutory provisions, provided, however, the receiving party will attempt to notify the Framework Agreement Page 26 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris disclosing party prior to disclosure in order to give the disclosing party a reasonable opportunity (and to cooperate with the disclosing party) to seek an appropriate protective order and the receiving party shall disclose only that portion of the Confidential Information that the receiving party is required to disclose under an administrative order or other governmental order. 26.5 Customer's Audit of Service Provider's Use of Customer Data — Service Provider agrees that Customer will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Service Provider involving transactions relating to this Agreement at Customer's costs regarding the usage of Customer's information. Service Provider agrees that Customer will have access during normal working hours to all relevant Service Provider facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Customer shall give Service Provider reasonable advance notice of intended audits (of at least thirty (30) calendar days). Such audit may be conducted no more than once per calendar year and shall not unreasonably interfere with the Service Provider's day-to-day business operations. Any information reviewed and any findings resulting from such audit shall be considered Confidential Information of the Service Provider and may be used solely to assess whether the Service Provider's use of the Customer's information is in compliance with this Agreement. For the avoidance of doubt, no audit shall require the Service Provider to disclose information or take any action that would result in a breach of its confidentiality obligations towards third parties. 26.6 Usage of Generative Artificial Intelligence Prohibited — Service Provider agrees not to upload any information protected by Texas law to any artificial intelligence platforms, including any generative artificial intelligence platforms. Customer agrees not to upload any of Service Provider's Confidential Information to any artificial intelligence platforms, including any generative artificial intelligence platforms. The Parties agree to comply with applicable state law and regulations regarding the use of any generative artificial intelligence platforms. 26.7 Service Provider shall be entitled to reference the Customer as a Service Provider customer in its commercial and marketing documentation and customer listings, as a sales reference, as well as on its websites. The Parties agree to issue a joint press release within a reasonable period from the effective date of the Framework Agreement and as reasonably requested by the Service Provider thereafter, the content of which shall be subject to both Parties' agreement (such agreement not to be unreasonably withheld or delayed), announcing the signature of the Framework Agreement and the implementation of the Software at the Customer. 27 INTELLECTUAL PROPERTY RIGHTS 27.1 Each Party remains owner or holder of the rights over any document (in particular reports, programs, manuals, magnetic disks or tapes, lists, and other documentation, or any medium regardless of its form) and of intellectual property rights and, in particular, patents, trademarks and copyright, including all know-how and knowledge that it possesses when signing the Framework Agreement or over which it holds a license to use (referred to collectively as "Prior Knowledge"). To this end, it remains free to use Framework Agreement Page 27 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris them, within the limits of the rights that it enjoyed prior to signing the Framework Agreement, except as regards preserving the rights of the other Party under the conditions specified below. 27.2 The Parties undertake to use the Prior Knowledge of the other Party only for the purposes of exercising its rights and obligations under the Framework Agreement and not to infringe, directly or indirectly, the Intellectual Property Rights of the other Party. 27.3 At the end of the Framework Agreement, each Party shall return the Prior Knowledge and any medium made available by the other Party at the first request of the latter, and shall waive any right of retention on any medium belonging to the other Party and made available to it under the Framework Agreement. 27.4 For the avoidance of doubt, any Intellectual Property Rights in any improvements made by the Service Provider to the Service Provider's Prior Knowledge in connection with providing the Services shall be owned by the Service Provider. Nothing in this Framework Agreement shall prevent or restrict the Service Provider from using those improvements to its Prior Knowledge for any other service benefiting third parties. 27.5 The Intellectual Property Rights and title in any Deliverable developed by Service Provider and provided to the Customer in rendering of Services under this Framework Agreement, its Schedules, Statement of Work or addenda shall belong to Service Provider. Subject to the terms and conditions of this Framework Agreement, Service Provider hereby grants to the Customer a non-transferrable, non -assignable, non- exclusive, license, without the right to sublicense, to use the Deliverables together with the Software, subject to the restrictions set out in this Framework Agreement. 27.6 The Service Provider will indemnify and defend the Customer against any claims made by a third party that the Deliverables infringes his patent, copyright or trademark or misappropriates his trade secret, and will pay the amount of any resulting adverse final judgment (or settlement to which the Service Provider consents). 27.7 The Customer must notify the Service Provider promptly in writing of the claim and give the Service Provider sole control over his defense or settlement. The Customer agrees to provide the Service Provider with reasonable assistance in defending the claim. 27.8 The obligations of the Service Provider will not apply to the extent that the claim or adverse final judgment is based on (i) use of the Deliverables or Licensed Products by the Customer after the Service Provider notifies the Customer to discontinue use due to such a claim; (ii) the Customer's combining the Deliverables or Licensed Products with a product, data or business process not originating from the Service Provider or without Service Provider's consent or approval (such as business process outsourcing), other than an integration with Microsoft products as approved by the Service Provider; (iii) damages attributable to the value of the use of a product, data or business process not originating from the Service Provider or without Service Provider's consent or approval; (iv) the altering or modifying of the Deliverables or Licensed Products by the Customer, including any modifications by third parties, without Service Provider's consent or approval; (v) the distribution of the Deliverables or Licensed Products by the Customer to, or its use for the benefit of, any third party; (vi) the use by the Customer of trademark(s) of the Service Provider without express written consent to do so; or (vii) for any trade secret claim, the Framework Agreement Page 28 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris Customer's acquiring a trade secret (a) through improper means; (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (c) from a person (other than the Service Provider or its Affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret. The Customer will reimburse the Service Provider for any costs or damages that result from these actions. 27.9 If the Service Provider receives information concerning an infringement or misappropriation claim related to the Deliverables or Licensed Products, the Service Provider may, at its expense and without obligation to do so, either (i) procure for the Customer the right to continue to run the Deliverables, or (ii) modify the Deliverables or replace it with a functional equivalent, to make it non -infringing, in which case the Customer will stop running the Deliverables immediately. If, as a result of an infringement or misappropriation claim, the use of the Deliverables by the Customer is enjoined by a court of competent jurisdiction, the Service Provider will, at his option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non -infringing, or refund the Subscription Fees paid and terminate this license. 27.10 If any other type of third -party claim is brought against the Customer regarding the intellectual property of the Service Provider, the Customer must notify the Service Provider promptly in writing. The Service Provider may, at his option, choose to treat these claims as being covered by this Section. This Section provides the exclusive remedy to the Customer for third party infringement and trade secret misappropriation claims. 27.11 Notwithstanding anything to the contrary herein, Service Provider and its personnel shall remain free to use and employ its and their general skills, know-how, and expertise gained or learned during the performance of a Statement of Work hereunder, provided the exercise of such right does not create a damage for Customer (i.e. without disclosing any confidential or proprietary information of Customer and without infringing any right newly assigned to Customer within the scope of this Framework Agreement). 28 FORCE MAJEURE 28.1 Neither Party shall be liable for non-performance of its obligations if and insofar as that non-performance is due to a case of Force Majeure. 28.2 The Party invoking Force Majeure shall so inform the other Party without delay in accordance with the notice provisions in Section 25 of this Framework Agreement and while specifying to the said other Party the reasons, the foreseeable consequences, and the probable duration thereof. The invoking Party shall take all necessary steps to limit those consequences and the probable duration thereof. The Party invoking this Section its performance shall be excused, and the time for performance shall be extended for the period of delay or inability to perform due to the Force Majeure. 28.3 If a Force Majeure Event prevents, hinders or delays the performance of a Party's obligations for a continuous period of more than thirty (30) days, the non -affected Party may, without incurring liability, terminate this Framework Agreement immediately by giving written notice to the affected Party. Framework Agreement Page 29 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 29 GENERAL PROVISIONS 29.1 This Framework Agreement (and all Schedules) represent the entire agreement between the Parties with respect to its subject matter. This Framework Agreement supersedes all prior, written or oral representations, agreements or other communication relating to the subject matter of this Framework Agreement. 29.2 This Framework Agreement may be signed in counterparts and have the same effect as a single executed document. 29.3 If any provision of this Framework Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and the intent of this Framework Agreement. 29.4 This Framework Agreement may not be modified and the rights and restrictions may not be altered or waived except in writing signed by authorized representatives of the Customer and the Service Provider. Any waiver of a provision of this Framework Agreement or of a Party's right or remedy under this Framework Agreement must be in writing and signed by the Party to be effective. Failure or delay by a party to enforce its rights or remedies under this Framework Agreement at any time will not be deemed a waiver and will not affect the validity of this Framework Agreement or prejudice such Party's right to take subsequent actions. 29.5 The headings in this Framework Agreement are for convenience only and are not used to affect the construction of this Framework Agreement. 29.6 Customer and Service Provider act independently and have no power whatsoever to act as an agent or representative of one another for any purpose whatsoever. Customer and Service Provider shall not have the right or authority to assume, create or incur any liability or obligation, expressed or implied, in the name of or on behalf of one another. 29.7 Service Provider and Customer may not assign or transfer or purport to assign, or transfer all or part of their rights and obligations under this Framework Agreement without the prior written consent of the other Party. However, Customer expressly acknowledges and agrees that Service Provider shall be free to subcontract performance of this Framework Agreement to its Affiliates, to individual contractors and to third party service providers without having to obtain the Customer's prior consent, provided that the Service Provider shall remain responsible towards the Customer in respect of such subcontracted services. 29.8 Except where this Framework Agreement provides otherwise, each Party will pay its own costs relating to the negotiation, preparation, execution and implementation by it of this Framework Agreement and of each document referred to herein. 29.9 No Boycott of Israel. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the 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 Framework Agreement Page 30 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 29.10 Prohibition on Boycotting Energy Companies. 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 Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 29.11 Prohibition on Discrimination Against Firearm and Ammunition Industries. 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 Vendor that it: (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 during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (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 Agreement. 29.12 Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 29.12.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle hired and non -owned. Framework Agreement Page 31 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed. Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ® Applicable ❑ N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 29.9.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (d) 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. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. Framework Agreement Page 32 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 30 DISPUTE RESOLUTION Customer and Service Provider shall exercise reasonable good faith efforts to resolve any dispute, controversy or claim arising in connection with the FWA by means of the escalation procedure specified in this Section ("Escalation Procedure"). For the avoidance of doubt, the Escalation Procedure shall have no impact on the Parties' termination rights and the Parties' other rights under the Framework Agreement. 30.1 General Principles: While the Escalation Procedure is being followed, Customer and Service Provider shall abide by the following general principles: 1) Customer and Service Provider shall, in response to the other Party's reasonable request, meet as often as reasonably necessary and provide the other with non -confidential information reasonably related to the disputed matter; 2) Customer and Service Provider shall aim to resolve the dispute matter at the lowest level in the escalation hierarchy; 3) any resolution agreed upon by means of the Escalation Procedure shall be recorded in writing; 4) with respect to each disputed matter, the Parties will keep an electronic log -file consisting of all communications exchanged between Customer and Service Provider, as well as all relevant related information, including any minutes of any meetings; 5) Customer and Service Provider shall be free to seek the assistance of experts (including technical and legal experts) to resolve the disputed matter. Third parties, invited by either Party, are allowed to attend any sessions held between the Parties as the inviting Party may require. The inviting Party shall procure that such third party shall sign a written confidentiality statement (using a template agreed between the Parties). 30.2 Escalation Procedure The Escalation Procedure shall be conducted as follows. 1) Level 1: Service Provider Delivery Manager & Customer Service Manager; 2) Level 2: Service Provider Overall Service Delivery Director & Customer Overall Contract Manager; and 3) Level 3: Service Provider Account Executive & Customer Contract Executive. 4) The primary operational contact of the Party that identifies a disputed matter shall inform that Party's contact person at Escalation Level 1 thereof. This contact person shall subsequently send the other Party's contact person at Escalation Level 1 a notification of the disputed matter by electronic means (the "Notification") to be confirmed in writing; 5) Level 1 shall attempt to resolve the disputed matter within five (5) Business Days after the Notification. If a resolution has not been agreed upon within five (5) Business days from the date of Notification, or at a date earlier in time if they agree thereon, either may refer the disputed matter to Level 2 by electronic means, while simultaneously transferring the log -file referred to above (Reference Date 1); Framework Agreement Page 33 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 6) Level 2 shall attempt to resolve the disputed matter within five (5) Business Days after the Reference Date 1. If a resolution has not been agreed upon within five (5) Business days from Reference Date 1, or at a date earlier in time if they agree thereon, either may refer the disputed matter to Level 3 by electronic means, while simultaneously transferring the log -file referred to above (Reference Date 2); 7) Level 3 shall attempt to resolve the disputed matter within ten (10) Business Days from Reference Date 2. If a resolution has not been agreed upon within ten (10) Business days from Reference Date 2, or at a date earlier in time if they agree thereon, the Escalation Procedure shall be deemed exhausted. 30.3 Service Provider shall be entitled to accelerate the procedure by 1) skipping one or more Escalation Levels; and/or 2) escalating the disputed matter to a higher escalation level prior to the lapse of the periods specified above. Upon exhaustion of the Escalation Procedure, either Party may initiate proceedings against the other Party in accordance with Section 31 'Applicable Law' of this Framework Agreement. On completion of the Escalation Procedure, the decision shall be documented and returned to both Parties for future reference and record. 30.4 Nothing contained in this Section 30 (Dispute Resolution) shall restrict either Party's freedom to commence legal proceedings to preserve any legal right or remedy or protect any proprietary or trade secret right or other injunctive relief. 31 APPLICABLE LAW -JURISDICTION 31.1 Each party agrees to comply with applicable law with regard to performance under this Framework Agreement and any and all Statements of Work or Change Requests. 31.2 Disputes arising out of this Framework Agreement shall be governed under the laws of the State of Texas, regardless of conflict of law principles. 31.3 The Parties hereto irrevocably consent to the exclusive jurisdiction of the courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 31.4 The Parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Framework Agreement nor to any dispute arising out of this Framework Agreement. Framework Agreement Page 34 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 T. itineris ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH By: Name: Jesica McEachern Title: Assistant City Manager Date: 05/22/2026 APPROVAL RECOMMENDED: CGu^i,s,t� flawd i^ By: Christopher Hard r (May 18, 2026 06:20:35 CDT) Name: Christopher Harder, P.E. Title: Director, Water Department ATTEST: ooFpoa>°an eoe,00,o o�ad ag �ydp 0 F'e .Id By: \/P\ITVIR _ ITIXIRRIn, \IA 1\1(' :M Title: Framework Agreement © ITINERIS - All Rights Reserved - CONFIDENTIAL CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Richard Lisenbee (May 15, 2026 14:22:23 CDT) Name: Richard Lisenbee Title: Senior IT Manager, Water Department APPROVED AS TO FORM AND LEGALITY: M. Kevin And ers, I1 By: M. Kevin Anders, II (May 18, 2026 11:4208 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 26-0381 Date Approved: 05/12/2026 Form 1295 Certification No.: 2MB-14441 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 35 of 38 Customer Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris EXHIBIT A NETWORK ACCESS AGREEMENT For the purposes of this Network Access Agreement: - The "City" shall refer to the "Customer". - The "Vendor" or "Contractor" shall refer to the "Service Provider". 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide the Services described in this Agreement and/or the applicable Statement of Work. In order to provide the necessary support, Vendor needs access to description of specific Network systems to which Vendor requires access, i.e. Internet, Intranet, email, HEAT System, etc. 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of the execution of the Agreement. Such access is granted subject to the terms and conditions forth in this Network Access Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Network Access Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights under this Network Access Agreement will automatically expire upon termination or expiration of the Agreement. Notwithstanding the scheduled contract expiration or the status of completion of Services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Network Access Agreement. 4. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Network Access Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Network Access Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Network Access Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Contractor's Data, terminate the Network Access Agreement, and pursue any other remedies that the City may have under this Network Access Agreement or at law or in equity. Framework Agreement Page 36 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: B6C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris 4.1. Notice to Vendor Personnel - For purposes of this section, Vendor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Vendor shall be responsible for specifically notifying all Vendor Personnel who will provide services to the City under this Network Access Agreement of the following City requirements and restrictions regarding access to the City's Network: 4.1.1. Contractor shall be responsible for any City -owned equipment assigned to Vendor Personnel, and will immediately report the loss or theft of such equipment to the City; 4.1.2. Contractor, and/or Vendor Personnel, shall be prohibited from connecting personally -owned computer equipment to the City's Network; 4.1.3. Contractor Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 4.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7; 4.1.5. Omitted; 4.1.6. Contractor Personnel shall not copy or duplicate electronic information for use on any non -City computer except as necessary to provide services pursuant to this Network Access Agreement; 4.1.7. All network activity may be monitored for any reason deemed necessary by the City; and 4.1.8. A Network user ID may be deactivated when the responsibilities of the Vendor Personnel no longer require Network access 5. Termination- Upon termination of this Network Access Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 6. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City without undue delay upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. (signature page follows) Framework Agreement Page 37 of 38 © ITINERIS - All Rights Reserved - CONFIDENTIAL Customer I Itineris Docusign Envelope ID: 86C27245-A3EF-8BEB-83B6-14FOOA48C199 itineris ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Jesica McEachern Assistant City Manager 05/22/2026 Date: APPROVED AS TO FORM AND LEGALITY: i M. Kevin Anders II M. Kevin Anders, II (May 18, 2026 11:42: 8 CDT) M. Kevin Anders, II Assistant City Attorney ATTEST: By: Jannette Goodall City Secretary Framework Agreement © ITINERIS - All Rights Reserved - CONFIDENTIAL ITINERIS NA, INC.: Signed by, By: Naln,S vtt"Str 35BOFC03023134N.- Name: Hans Dekeyser Title: General Manager, EVP Date: May 14, 2026 Page 38 of 38 Customer I Itineris ©itineris - All Rights Reserved \ � « \ , _ / � � � � � • ' , [ � . (� - - NZ - = • - > : € % � � — omNowaj o mE25 a� �P N a) a) cpi °� m aa) o 0 N L 1�1 Rf fOy my C N 1. N T3 O i y o .M E � a c o@ m w ,i ® - nN°-Emw >0Q°° o l 3Cr coac� aXXc��O Z cLmoEm�a>i ¢�y. U Eoo 0,0 �mNrmo`oo . o oO'm-OE o R d C o m U O .,�0— N p) U Q .W Ls 03m45mWa L..L. �catO EooFNogc03YNmo°o°od�°gvu=c�a� v(�LQ8No°m=6. ay�co� . ov d dI mmoac0mFo m A mm f0 me °i m 2o onoaaorn'o °m°N ONOw Co�=O r. 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(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) FO RT WO RT H 9 City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Itineris NA, Inc. Subject of the Agreement: Agreement with Itineris NA, Inc. for Customer Information System software, licensing, and one-time implementation services. M&C Approved by the Council? * Yes ® No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No If rrrrsure, see back page for permanent contract listing. Is this entire contract Confidential? "Yes ❑ No 8 Ifonlyspecific ir?forrnation is Confidential, please list what ir?forrnation is Confidential and the page it is located Information is proprietary / confidential starting on page 39 through the end of the document. The framework agreement from page 1 to page 38 is considered non -confidential. Effective Date: 05/22/2026 If different fr•orn the approval date. Expiration Date: 05/21 /2031 If applicable. Is a 1295 Form required? * Yes 8 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 104667 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract }•till be returned to the department. .FoRTWoRTH 'P Water Department Contract Routing and Transmittal Slip DOCUMENT: Agreement with Itineris NA, Inc. for Customer Information System TO: Initials Richard Lisenbee — Signer Shane Zondor — Approver avd 2ondor Jerry Pressley — Approver Jan Hale — Approver Christopher Harder — Signer M. Kevin Anders, II — Signer for Legal Jesica McEachern — Signer Katherine Cenicola — Approver (� Jannette S. Goodall — Signer Allison Tidwell — Form Filler Tim Shidal — Acceptor