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7718 - Informal Amendment 5 Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 0A55E954-193E-4633-9B25-81DDA8CD8865 7718 OSI Renewal Price Update Amendment Cori Power Procurement 901 B Texas St., Denton, TX 76209  (940) 349-7100 OUR CORE VALUES Inclusion  Collaboration  Quality Service  Strategic Focus  Fiscal Responsibility November 13, 2024 Mr. Sean Egan Open Systems International, Inc. 4101 Arrowhead Drive Medina, MN 55340 sean.egan@aspentech.com Re: Letter Agreement to Amend (this “Amendment”) File 7718 – OSI Renewal and Upgrade between the City of Denton (“COD”) and Open Systems International, Inc., dated September 21, 2021 (the “Contract”) Dear Mr. Egan, Thank you for being such a valued partner. By signing this Amendment below, COD and Open Systems International, Inc., agree that the Contract is hereby deemed amended to the updated Schedule of Charges, as shown in Attachment A. Except as amended by this Amendment, the Contract is not otherwise amended and all other terms and conditions of the Contract remain in full force and effect, as amended hereby. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall have the same effect as the delivery of original signatures. The City of Denton reserves the right to re-evaluate pricing as the market conditions change and can ask your firm to provide updated proposed pricing, including, but not limited to, a decrease in pricing, as a result of any such change. We look forward to future business with your firm. Regards, ____________________________ ___________________________ Cori Power, Purchasing Supervisor Sean Egan Procurement or Authorized Representative City of Denton Vendor Docusign Envelope ID: 0A55E954-193E-4633-9B25-81DDA8CD8865 Software Maintenance and Support (SMS) Renewal Quote Offer Expires: Terms and Conditions: Start Date: End Date: USD 66,218.00 (11/1/2024-10/31/2025) monarch Support Denton TX GoldUSD 66,218.00 Quote Term: 1 November 2024 31 October 2025 Total Quote Fees: USD 66,218.00 OPP-224749 8 November 2024 Reference Number: Quote Number: Quote Date:6 November 2024 00088103 Upon payment in full of the specified Total Quote Fees, Open Systems International, Inc. (Licensor) will provide the Product(s) during the Quote Term for the software licensed by Licensor to Customer pursuant to Part B (OSI Software License Agreement) of Exhibit B (OSI Standard Terms and Conditions) to Contract 7718 by and between Licensor and Customer dated 9/21/2021. The Product(s) will be provided in accordance with OSI’s support program as referenced in Section 6 (Warranties) of Exhibit B (OSI Standard Terms and Conditions) to Contract 7718. OSI’s support program is detailed in the Software Support Plan Overview, which is incorporated herein by this reference and available upon request. SMS Support LevelSite(s)Fee Year 1: 11/1/2024-10/31/2025 Products Open Systems International, Inc. 4101 Arrowhead Dr Medina, MN 55340 Customer: Denton Municipal Electric Sub-Total Fees: USD 66,218.00 1 of 2 Docusign Envelope ID: 0A55E954-193E-4633-9B25-81DDA8CD8865 Attachment A Is the billing address below correct? ( ) YES ( ) NO Denton Municipal Electric City of Denton Purchasing Department 901-13 Texas St Denton, TX 76209 Is the shipping address below correct? ( ) YES ( ) NO Denton Municipal Electric 1659 Spencer Rd Denton, TX 76205 Additional Information for Terms and Conditions: TO BE COMPLETED BY CUSTOMER [ ] Check this box if a purchase order or payment reference number is required by Customer for billing purposes. Customer's failure to check the box confirms that no purchase order is required for Customer's internal payment process. If the box is checked, please insert the purchase order or payment reference number in the space provided: PO or Reference Number: ____________________ Licensor does not require a purchase order; however, any purchase order Customer may issue for billing purposes must specifically reference the Quote Number. All amounts to be invoiced hereunder will be exclusive of taxes or duties, and Customer is responsible for any such taxes or duties that may apply, including, but not limited to, sales and use taxes; excise taxes; value added taxes; consumption taxes; or goods and services taxes. If Licensor is required to collect any taxes from Customer, Customer shall pay such invoiced taxes, and Licensor will remit amounts collected to the appropriate taxing jurisdiction. If Customer is tax exempt, Customer must provide Licensor with a valid exemption certificate as evidence of exemption for any taxes that Licensor is required by law to collect and remit to the appropriate taxing jurisdiction. All Quote Fee(s) hereunder shall be paid in U.S. Dollars within 30 days of the invoice date. SMS for the Products must be renewed in the same calendar quarter as the End Date. If SMS for the Products is not renewed in the same calendar quarter as the End Date, Customer will no longer be entitled to SMS for the Products unless and until the perpetual license(s) for the Products are superseded with new term license(s) for the Products, which will be subject to a Software License Agreement by and between Licensor and Customer. An authorized representative of Customer may accept this Quote before it expires by signing below and returning the signed Quote to Licensor. The terms and conditions contained herein, including all forms incorporated herein by reference, shall constitute the entire agreement between Customer and the Licensor regarding SMS and shall supersede all prior agreements regarding SMS. Any purchase order Customer may issue for billing purposes must specifically reference the Quote Number. Purchase order provisions that are different from, or additional to, the provisions of this Quote will not apply. Please contact the Sales Account Manager (SAM) for questions regarding this quote: SAM: Chris Carlson; Email: Chris.Carlson@aspentech.com Signature Customer Signature: Printed Name and Title 2 of 2 Docusign Envelope ID: 0A55E954-193E-4633-9B25-81DDA8CD8865 Purchasing SupervisorCori Power Software Maintenance and Support (SMS) Renewal Quote Offer Expires: Terms and Conditions: Start Date: End Date: Patch Management Services OPP-206838 8 November 2024 Reference Number: Quote Number: Quote Date:6 November 2024 00088125 Upon payment in full of the specified Total Quote Fees, Open Systems International, Inc. (Licensor) will provide the Product(s) during the Quote Term for the software licensed by Licensor to Customer pursuant to Part B (OSI Software License Agreement) of Exhibit B (OSI Standard Terms and Conditions) to Contract 7718 by and between Licensor and Customer dated 9/21/2021. The Product(s) will be provided in accordance with OSI’s support program as referenced in Section 6 (Warranties) of Exhibit B (OSI Standard Terms and Conditions) to Contract 7718. OSI’s support program is detailed in the Software Support Plan Overview, which is incorporated herein by this reference and available upon request. SMS Support LevelSite(s)Fee Year 1: 11/1/2024-10/31/2025 Products Open Systems International, Inc. 4101 Arrowhead Dr Medina, MN 55340 Customer: Denton Municipal Electric Quote Term: 1 November 2024 31 October 2025 Total Quote Fees: USD 39,494.00 Denton TX GoldUSD 39,494.00 (11/1/2024-10/31/2025) USD 39,494.00 1 of 2 Docusign Envelope ID: 0A55E954-193E-4633-9B25-81DDA8CD8865 Is the billing address below correct? ( ) YES ( ) NO Denton Municipal Electric 1659 Spencer Rd. Denton, TX 76205 Is the shipping address below correct? ( ) YES ( ) NO Denton Municipal Electric 1659 Spencer Rd. Denton, TX 76205 Please contact the Sales Account Manager (SAM) for questions regarding this quote: SAM: Chris Carlson; Email: Chris.Carlson@aspentech.com Signature Customer Signature: Printed Name and Title TO BE COMPLETED BY CUSTOMER [ ] Check this box if a purchase order or payment reference number is required by Customer for billing purposes. Customer's failure to check the box confirms that no purchase order is required for Customer's internal payment process. If the box is checked, please insert the purchase order or payment reference number in the space provided: PO or Reference Number: ____________________ Licensor does not require a purchase order; however, any purchase order Customer may issue for billing purposes must specifically reference the Quote Number. All amounts to be invoiced hereunder will be exclusive of taxes or duties, and Customer is responsible for any such taxes or duties that may apply, including, but not limited to, sales and use taxes; excise taxes; value added taxes; consumption taxes; or goods and services taxes. If Licensor is required to collect any taxes from Customer, Customer shall pay such invoiced taxes, and Licensor will remit amounts collected to the appropriate taxing jurisdiction. If Customer is tax exempt, Customer must provide Licensor with a valid exemption certificate as evidence of exemption for any taxes that Licensor is required by law to collect and remit to the appropriate taxing jurisdiction. All Quote Fee(s) hereunder shall be paid in U.S. Dollars within 30 days of the invoice date. SMS for the Products must be renewed in the same calendar quarter as the End Date. If SMS for the Products is not renewed in the same calendar quarter as the End Date, Customer will no longer be entitled to SMS for the Products unless and until the perpetual license(s) for the Products are superseded with new term license(s) for the Products, which will be subject to a Software License Agreement by and between Licensor and Customer. An authorized representative of Customer may accept this Quote before it expires by signing below and returning the signed Quote to Licensor. The terms and conditions contained herein, including all forms incorporated herein by reference, shall constitute the entire agreement between Customer and the Licensor regarding SMS and shall supersede all prior agreements regarding SMS. Any purchase order Customer may issue for billing purposes must specifically reference the Quote Number. Purchase order provisions that are different from, or additional to, the provisions of this Quote will not apply. Additional Information for Terms and Conditions: 2 of 2 Docusign Envelope ID: 0A55E954-193E-4633-9B25-81DDA8CD8865 Cori Power Purchasing Supervisor Software Maintenance and Support (SMS) Renewal Quote Offer Expires: Terms and Conditions: Start Date: End Date: USD 75,571.00Sub-Total Fees: OPP-231540 8 November 2024 Reference Number: Quote Number: Quote Date:6 November 2024 00088102 Upon payment in full of the specified Total Quote Fees, Open Systems International, Inc. (Licensor) will provide the Product(s) during the Quote Term for the software licensed by Licensor to Customer pursuant to Part B (OSI Software License Agreement) of Exhibit B (OSI Standard Terms and Conditions) to Contract 7718 by and between Licensor and Customer dated 9/21/2021. The Product(s) will be provided in accordance with OSI’s support program as referenced in Section 6 (Warranties) of Exhibit B (OSI Standard Terms and Conditions) to Contract 7718. OSI’s support program is detailed in the Software Support Plan Overview, which is incorporated herein by this reference and available upon request. SMS Support LevelSite(s)Fee Year 1: 11/1/2024-10/31/2025 Products Open Systems International, Inc. 4101 Arrowhead Dr Medina, MN 55340 Customer: Denton Municipal Electric Quote Term: 1 November 2024 31 October 2025 Total Quote Fees: USD 75,571.00 USD 75,571.00 (11/1/2024-10/31/2025) monarch Support Denton TX GoldUSD 75,571.00 1 of 2 Docusign Envelope ID: 0A55E954-193E-4633-9B25-81DDA8CD8865 Is the billing address below correct? ( ) YES ( ) NO Denton Municipal Electric City of Denton Purchasing Department 901-13 Texas St Denton, TX 76209 Is the shipping address below correct? ( ) YES ( ) NO Denton Municipal Electric 1659 Spencer Rd Denton, TX 76205 Please contact the Sales Account Manager (SAM) for questions regarding this quote: SAM: Chris Carlson; Email: Chris.Carlson@aspentech.com Signature Customer Signature: Printed Name and Title TO BE COMPLETED BY CUSTOMER [ ] Check this box if a purchase order or payment reference number is required by Customer for billing purposes. Customer's failure to check the box confirms that no purchase order is required for Customer's internal payment process. If the box is checked, please insert the purchase order or payment reference number in the space provided: PO or Reference Number: ____________________ Licensor does not require a purchase order; however, any purchase order Customer may issue for billing purposes must specifically reference the Quote Number. All amounts to be invoiced hereunder will be exclusive of taxes or duties, and Customer is responsible for any such taxes or duties that may apply, including, but not limited to, sales and use taxes; excise taxes; value added taxes; consumption taxes; or goods and services taxes. If Licensor is required to collect any taxes from Customer, Customer shall pay such invoiced taxes, and Licensor will remit amounts collected to the appropriate taxing jurisdiction. If Customer is tax exempt, Customer must provide Licensor with a valid exemption certificate as evidence of exemption for any taxes that Licensor is required by law to collect and remit to the appropriate taxing jurisdiction. All Quote Fee(s) hereunder shall be paid in U.S. Dollars within 30 days of the invoice date. SMS for the Products must be renewed in the same calendar quarter as the End Date. If SMS for the Products is not renewed in the same calendar quarter as the End Date, Customer will no longer be entitled to SMS for the Products unless and until the perpetual license(s) for the Products are superseded with new term license(s) for the Products, which will be subject to a Software License Agreement by and between Licensor and Customer. An authorized representative of Customer may accept this Quote before it expires by signing below and returning the signed Quote to Licensor. The terms and conditions contained herein, including all forms incorporated herein by reference, shall constitute the entire agreement between Customer and the Licensor regarding SMS and shall supersede all prior agreements regarding SMS. Any purchase order Customer may issue for billing purposes must specifically reference the Quote Number. Purchase order provisions that are different from, or additional to, the provisions of this Quote will not apply. Additional Information for Terms and Conditions: 2 of 2 Docusign Envelope ID: 0A55E954-193E-4633-9B25-81DDA8CD8865 Cori Power Purchasing Supervisor Certificate Of Completion Envelope Id: 0A55E954193E46339B2581DDA8CD8865 Status: Completed Subject: ***Purchasing Approval*** Contract 7718 OSI Price Update Amendment Source Envelope: Document Pages: 8 Signatures: 5 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 11/13/2024 4:13:37 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/13/2024 4:20:05 PM Viewed: 11/13/2024 4:21:52 PM Signed: 11/13/2024 4:24:44 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/13/2024 4:24:46 PM Viewed: 11/13/2024 4:31:27 PM Signed: 11/14/2024 4:43:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sean Egan sean.egan@aspentech.com Vice President of Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 68.168.183.125 Sent: 11/14/2024 4:43:52 PM Viewed: 11/14/2024 4:45:42 PM Signed: 11/15/2024 9:46:04 AM Electronic Record and Signature Disclosure: Accepted: 11/14/2024 4:45:42 PM ID: c3b7abb3-1c0b-4413-a7b4-9f47dece730a Cori Power cori.power@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/15/2024 9:46:07 AM Viewed: 11/15/2024 11:41:23 AM Signed: 11/19/2024 4:47:14 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: 11/19/2024 4:47:16 PM Viewed: 11/19/2024 4:52:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephanie Padgett Stephanie.Padgett@cityofdenton.com TS Administration Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 11/19/2024 4:47:17 PM Viewed: 11/19/2024 5:26:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/13/2024 4:20:05 PM Certified Delivered Security Checked 11/15/2024 11:41:23 AM Signing Complete Security Checked 11/19/2024 4:47:14 PM Completed Security Checked 11/19/2024 4:47:17 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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