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7179 - Amendment 1 Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 0608BF37-455A-48BD-A497-372B1A696086 7179 - Geographic Information System Amendment #1 November 30, 2022 Cori Power 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC., DBA ESRI INC. (7179) THIS FIRST AMENDMENT TO CONTRACT 7179 (this “Amendment”) by and between the City of Denton, Texas (“City”) and ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC., DBA ESRI INC. (“Contractor”) to that certain contract executed on November 5, 2019, in the original not-to-exceed amount of $345,000 (the “Agreement”); for services related to the Geographic Information System (GIS) Software. WHEREAS, the City deems it necessary to further expand the services provided by Contractor to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $49,000 with this First Amendment for an aggregate not-to-exceed amount of $394,000; and WHEREAS, this amendment incorporates any previously executed documents between the parties including but not limited to pricing adjustments. WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and WHEREAS, the original not-to-exceed amount may not be increased by more than 25.0% as provided in Texas Local Government Code Sec. 252.048; and NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. This Amendment modifies the Agreement amount to provide an additional $49,000 for additional services and materials to be provided in accordance with the terms of the Agreement with a revised aggregate not-to-exceed total of $394,000. 2. Quotation Number 26099277 is hereby incorporated into this Amendment and attached hereto. 3. The term of Contract 7179 (ESRI Agreement No 00278253.0) is hereby extended for an additional 2 months from October 1, 2022 to November 30, 2022. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. DocuSign Envelope ID: 0608BF37-455A-48BD-A497-372B1A696086 2 IN WITNESS WHEREOF, the City and the Contractor, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT “CONTRACTOR” ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC., DBA ESRI INC. By: _____________________________ AUTHORIZED SIGNATURE, TITLE “BUYER” CITY OF DENTON By: _____________________________ AUTHORIZED SIGNATURE, TITLE DocuSign Envelope ID: 0608BF37-455A-48BD-A497-372B1A696086 Manager, Commercial and Government Contracts Leisha Meine Chief Technology Officer Technology Services 9/12/2022 Senior Buyer Subject:Renewal Quotation Date:09/02/2022 To:Kevin Babcock Organization:City of Denton Technology Services Dept Fax #:940-566-8533 Phone #: 940-349-7868 From:Barbara Walker Fax #:909-307-3083 Phone #: +19097932853 Ext. 3936 Email:bwalker@esri.com Number of pages transmitted Quotation #26099277 (including this cover sheet):5 Document Date: 09/02/2022 Please find the attached quotation for your forthcoming term. Keepingyour term current may entitle you to exclusive benefits, and if you chooseto discontinue your coverage, you will become ineligible for these valuablebenefits and services. If your quote is regarding software maintenance renewal, visit thefollowing website for details regarding the maintenance program benefitsat your licensing levelhttp://www. esri.com/apps/products/maintenance/qualifying.cfm All maintenance fees from the date of discontinuation will be due andpayable if you decide to reactivate your coverage at a later date. Please note: Certain programs and license types may have varyingbenefits. Complimentary User Conference registrations, software support,and software and data updates are not included in all programs. Customers who have multiple copies of certain Esri licenses may have theoption of supporting some of their licenses with secondary maintenance. For information about the terms of use for Esri products as well aspurchase order terms and conditions, please visithttp://www. esri.com/legal/licensing/software-license.html If you have any questions or need additional information, please contactCustomer Service at 888-377-4575 option 5. Esri Inc380 New York StRedlands CA 92373-8118 DocuSign Envelope ID: 0608BF37-455A-48BD-A497-372B1A696086 Per the terms and conditions in your Esri Enterprise License Agreement, your organization is required to provide an annual usage report. This report should detail all deployments made under this agreement for your previous term, and should be provided to Esri as an Excel spreadsheet. The annual usage report must include actual license counts by product, licensee, and location. Please return your report via email to ea_usage_reports@esri.com. Thank you in advance for your prompt attention to this matter. 10 1 162359 501.37 501.37 ArcGIS Utility Network Management for ArcGIS GIS Server Standard or Advanced (Windows Only) Up to Four Cores Annual Subscription Start Date: 10/01/2022 End Date: 11/30/2022 1010 1 168106 1,002.74 1,002.74 ArcGIS Notebook Server Advanced Up to Four Cores Annual Subscription Start Date: 10/01/2022 End Date: 11/30/2022 City of Denton Technology Services Dept 601 E Hickory St Ste A Denton TX 76205-4303 Attn: Kevin Babcock _______________________________________________________________________ Quotation is valid for 90 days from document date. Any estimated sales and/or use tax has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state taxes directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. Issued By: Barbara Walker Ext: 3936 To expedite your order, please reference your customer number and this quotation number on your purchase order. Send Purchase Orders To: Environmental Systems Research Institute, Inc. 380 New York Street Redlands, CA 92373-8100 Attn: Barbara Walker Please include the following remittance address on your Purchase Order: Environmental Systems Research Institute, Inc. P.O. Box 741076 Los Angeles, CA 90074-1076 Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________ Date: 09/02/2022 Quotation Number: 26099277 Contract Number: SMALL GOVT ELA US 380 New York St Redlands, CA 92373-8118 Phone: +190979328533936 Fax #: 909-307-3083 Customer Number: 552 For questions regarding this document, please contact Customer Service at 888-377-4575. Quotation _______________________________________________________________________________ DocuSign Envelope ID: 0608BF37-455A-48BD-A497-372B1A696086 2010 1 168181 16,712.33 16,712.33 Populations of 125,001-150,000 Small Government Enterprise Agreement Annual Subscription Start Date: 10/01/2022 End Date: 11/30/2022 Subscription ID: 6752856213 3010 1 168443 1,838.36 1,838.36 ArcGIS GeoEvent Server Populations of 125,001-150,000 Small Government Enterprise Agreement Annual Subscription Start Date: 10/01/2022 End Date: 11/30/2022 4010 2 169044 334.25 668.49 ArcGIS Urban Suite Online Annual Subscription Start Date: 10/01/2022 End Date: 11/30/2022 Subscription ID: 6752856213 5010 15 178625 13.37 200.55 ArcGIS Business Analyst Web App Standard Online Annual Subscription Start Date: 10/01/2022 End Date: 11/30/2022 Subscription ID: 6752856213 Item Subtotal 20,923.84 Estimated Tax 0.00 Total USD 20,923.84 DUNS/CEC: 06-313-4175 CAGE: 0AMS3 Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________ Page 2 Date: 09/02/2022 Quotation Number: 26099277 Contract Number: SMALL GOVT ELA US 380 New York St Redlands, CA 92373-8118 Phone: +190979328533936 Fax #: 909-307-3083 Quotation DocuSign Envelope ID: 0608BF37-455A-48BD-A497-372B1A696086 Renewal Options: Online: Renew through My Esri site at https://my.esri.com Credit Card Purchase Order Email Authorization Email or Fax: Email Authorization, Purchase Order or signed quote to: Fax: 909-307-3083 Email: service@esri.com Requests via email or signed quote indicate that you are authorized to obligate funds for your organization and your organization does not require a purchase order. If there are any changes required to your quotation please respond to this email and indicate any changes in your invoice authorization. If you choose to discontinue your support, you will become ineligible for support benefits and services. All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your support coverage at a later date. The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at http://assets.esri.com/content/dam/esrisites/media/legal/ product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at http://assets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full .pdf apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at http://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy GSA, BPA) on your ordering document. Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________ Page 3 Date: 09/02/2022 Quotation Number: 26099277 Contract Number: SMALL GOVT ELA US 380 New York St Redlands, CA 92373-8118 Phone: +190979328533936 Fax #: 909-307-3083 Quotation DocuSign Envelope ID: 0608BF37-455A-48BD-A497-372B1A696086 US FEDERAL CUSTOMERS: If you are a federal customer or a contractor purchasing on behalf of a federal customer a purchase order is required to receive an invoice. Please email the purchase order to service@esri.com By signing below, you are authorizing Esri to issue a software support invoice in the amount of USD__________________ plus sales tax, if applicable. Please check one of the following: _____ I agree to pay any applicable sales tax. _____ I am tax exempt. Please contact me if Esri does not have my current exempt information on file. ________________________________________ _________________________ Signature of Authorized Representative Date ________________________________________ _________________________ Name (Please Print) Title Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________ Page 4 Date: 09/02/2022 Quotation No: 26099277 Customer No: 552 Contract No: SMALL GOVT ELA US 380 New York St Redlands, CA 92373-8118 Phone: +190979328533936 Fax #: 909-307-3083 Quotation DocuSign Envelope ID: 0608BF37-455A-48BD-A497-372B1A696086 Certificate Of Completion Envelope Id: 0608BF37455A48BDA497372B1A696086 Status: Completed Subject: ***Purchasing Approval*** 7179 - Geographic Information System Amendment #1 Source Envelope: Document Pages: 8 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/8/2022 3:41:09 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 9/8/2022 4:02:06 PM Viewed: 9/8/2022 4:02:14 PM Signed: 9/8/2022 4:03:08 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 9/8/2022 4:03:10 PM Viewed: 9/8/2022 4:15:31 PM Signed: 9/8/2022 4:15:35 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Timothy Brazeal TBrazeal@esri.com Manager, Commercial and Government Contracts Environmental Systems Research Institute Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 76.175.87.7 Sent: 9/8/2022 4:15:37 PM Viewed: 9/9/2022 9:15:02 AM Signed: 9/12/2022 12:15:08 PM Electronic Record and Signature Disclosure: Accepted: 9/9/2022 9:15:02 AM ID: 655631d7-2b78-4264-8d2e-fd43fc2b57bd Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/12/2022 12:15:10 PM Viewed: 9/12/2022 1:45:23 PM Signed: 9/12/2022 1:45:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/12/2022 1:45:47 PM Viewed: 9/12/2022 2:27:04 PM Signed: 9/12/2022 2:27:08 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 9/12/2022 2:27:10 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Babcock Kevin.Babcock@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/12/2022 2:27:10 PM Viewed: 9/12/2022 2:31:49 PM Electronic Record and Signature Disclosure: Accepted: 8/16/2022 10:36:05 AM ID: 07fb2970-2dc4-45b4-8221-8f288604e6c2 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/8/2022 4:02:06 PM Certified Delivered Security Checked 9/12/2022 2:27:04 PM Signing Complete Security Checked 9/12/2022 2:27:08 PM Completed Security Checked 9/12/2022 2:27:10 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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