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8069 - Informal Amendment 3 Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 5A3D6D52-0A3F-459B-BB66-374E7347CF3A Cori Power 8069 Enterprise GIS Solution - Amendment 3 Procurement 901 B Texas St., Denton, TX 76209  (940) 349-7100 OUR CORE VALUES Inclusion  Collaboration  Quality Service  Strategic Focus  Fiscal Responsibility November 22, 2024 Tim Brazeal Environmental Systems Research Institute, Inc. (ESRI) 380 New York Street Redlands, CA 92373 tbrazeal@esri.com Ref: Contract 8069 Enterprise GIS Solution Mr. Brazeal: The City of Denton (COD) and Environmental Systems Research Institute, Inc. (ESRI) entered into Contract 8069 for the procurement of Esri Offerings with an effective date of November 15, 2022 (hereinafter “Contract”); WHEREAS, as part of the Contract the COD procured a Small Enterprise Agreement County and Municipality Government (“SGEA”) under Exhibit A of the Contract; WHEREAS, the COD now desires to procure an additional Product subject to the terms and conditions of the Contract; NOWTHERFORE, the parties agree to the following: 1. The City of Denton (COD) accepts the purchase of the following Products listed in ESRI Quotation 533994 and 26232750 attached as Attachment 1, and subject to the terms and conditions of the Contract, except for Exhibit A. Except for Exhibit A, all terms and conditions of the Contract shall apply. If your firm is in agreement, please sign and return this letter to my attention. Signatures transmitted electronically shall have the same effect as the delivery of original signatures. We look forward to future business with your firm. Regards, __________________________ ___________________________ Cori Power Tim Brazeal Procurement Environmental Systems Research Institute, Inc. (ESRI) Docusign Envelope ID: 5A3D6D52-0A3F-459B-BB66-374E7347CF3A Quotation # Q-533994 Date: October 18, 2024 Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 Customer # 552 Contract # ENTERPRISE AGREEMENT City of Denton Technology Services Dept 601 E Hickory St Ste A Denton, TX 76205-4303 To expedite your order, please attach a copy of ATTENTION:Kevin Babcock this quotation to your purchase order. PHONE:(940) 349-7868 Quote is valid from: 10/18/2024 To: 1/16/2025 EMAIL:kevin.babcock@cityofdenton.com Material Qty Unit Price Total 165555 1 $357.50 $357.50 ArcGIS Data Interoperability for ArcGIS Online Creator, Professional, or Professional Plus, User Type Annual Subscription Subtotal:$357.50 Sales Tax:$0.00 Estimated Shipping and Handling (2 Day Delivery):$0.00 Contract Price Adjust:$0.00 Total:$357.50 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Erin Fair Email: efair@esri.com Phone: (909) 793-2853 x1263 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use documentfound at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreementwith Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to yourpurchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is requiredto make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be providedand invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provideany such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US governmentprime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms andconditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All termsof this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation islimited 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 releasedother than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for anyother purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA. FAIRE This offer is limited to the terms and conditions incorporated and attached herein. Docusign Envelope ID: 5A3D6D52-0A3F-459B-BB66-374E7347CF3A Exhibit A Subject:Renewal Quotation Date:10/31/2024 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 #: +19093693936 Ext. 3936 Email:bwalker@esri.com Number of pages transmitted Quotation #26232750 (including this cover sheet):5 Document Date: 08/27/2024 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: 5A3D6D52-0A3F-459B-BB66-374E7347CF3A Exhibit A 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 3,437.50 3,437.50 ArcGIS Utility Network Management for ArcGIS GIS Server Standard or Advanced (Windows Only) Up to Four Cores Annual Subscription Start Date: 12/01/2024 End Date: 11/30/2025 1010 1 168106 6,875.00 6,875.00 ArcGIS Notebook Server Advanced Up to Four Cores Annual Subscription Start Date: 12/01/2024 City of Denton Technology Services Dept 601 E Hickory St Ste A Denton TX 76205-4303 Attn: Kevin Babcock Email: kevin.babcock@cityofdenton.com Phone: 940-349-8562 _______________________________________________________________________ Please note Esri has introduced a price change and this quote reflects current pricing for your organization. It is important to us that we are able to continue to deliver value through enhancements to products, solutions, and capabilities. Your renewal provides access to all the benefits you are familiar with, which you can review at https://go.esri.com/maintenance For questions related to the price change, please reach out to your assigned Esri Account Manager. 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. 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 Please include the following remittance address on your Purchase Order: Environmental Systems Research Institute, Inc. , Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________ Date: 08/27/2024 Quotation Number: 26232750 Contract Number: SMALL GOVT ELA US 380 New York St Redlands, CA 92373-8118 Phone: +190936939363936 Fax #: 909-307-3083 Customer Number: 552 For questions regarding this document, please contact Customer Service at 888-377-4575. Quotation _______________________________________________________________________________ Docusign Envelope ID: 5A3D6D52-0A3F-459B-BB66-374E7347CF3A Exhibit A End Date: 11/30/2025 2010 1 168181 110000.00 110,000.00 Populations of 125,001-150,000 Small Government Enterprise Agreement Annual Subscription Start Date: 12/01/2024 End Date: 11/30/2025 3010 1 168443 11,000.00 11,000.00 ArcGIS GeoEvent Server Populations of 125,001-150,000 Small Government Enterprise Agreement Annual Subscription Start Date: 12/01/2024 End Date: 11/30/2025 4010 4 169044 2,200.00 8,800.00 ArcGIS Urban Suite Online Annual Subscription Start Date: 12/01/2024 End Date: 11/30/2025 5010 2 178623 3,200.00 6,400.00 ArcGIS Business Analyst Web App Advanced Online Annual Subscription Start Date: 12/01/2024 End Date: 11/30/2025 6010 13 178625 80.00 1,040.00 ArcGIS Business Analyst Web App Standard Online Annual Subscription Start Date: 12/01/2024 End Date: 11/30/2025 7010 1 182035 6,145.62 6,145.62 ArcGIS Business Analyst Pro for ArcGIS Enterprise with US State Data Bundle Annual Subscription Start Date: 09/15/2024 End Date: 11/30/2025 Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________ Page 2 Date: 08/27/2024 Quotation Number: 26232750 Contract Number: SMALL GOVT ELA US 380 New York St Redlands, CA 92373-8118 Phone: +190936939363936 Fax #: 909-307-3083 Quotation Docusign Envelope ID: 5A3D6D52-0A3F-459B-BB66-374E7347CF3A Exhibit A Item Subtotal 153,698.12 Estimated Tax 0.00 Total USD 153,698.12 DUNS/CEC: 06-313-4175 CAGE: 0AMS3 Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________ Page 3 Date: 08/27/2024 Quotation Number: 26232750 Contract Number: SMALL GOVT ELA US 380 New York St Redlands, CA 92373-8118 Phone: +190936939363936 Fax #: 909-307-3083 Quotation Docusign Envelope ID: 5A3D6D52-0A3F-459B-BB66-374E7347CF3A Exhibit A Renew online by using a credit card, purchase order, or by requesting an invoice at https://www.esri.com/en-us/quote-order/renew. 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, EA, GSA, BPA) on your ordering document. Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________ Page 4 Date: 08/27/2024 Quotation No: 26232750 Customer No: 552 Contract No: SMALL GOVT ELA US 380 New York St Redlands, CA 92373-8118 Phone: +190936939363936 Fax #: 909-307-3083 Quotation Docusign Envelope ID: 5A3D6D52-0A3F-459B-BB66-374E7347CF3A Exhibit A Certificate Of Completion Envelope Id: 5A3D6D520A3F459BBB66374E7347CF3A Status: Completed Subject: ***Purchasing Approval*** 8069 Enterprise GIS Solution - Amendment 3 Source Envelope: Document Pages: 8 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 1 Doritha Cunningham AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 doritha.cunningham@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/22/2024 2:47:15 PM Holder: Doritha Cunningham doritha.cunningham@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Doritha Cunningham doritha.cunningham@cityofdenton.com Assistant Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/22/2024 3:06:55 PM Viewed: 11/22/2024 3:07:08 PM Signed: 11/22/2024 3:07:21 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: 11/22/2024 3:07:22 PM Viewed: 11/22/2024 3:20:06 PM Signed: 11/22/2024 3:36:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tim 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: 11/22/2024 3:36:18 PM Viewed: 11/22/2024 3:52:15 PM Signed: 11/22/2024 3:53:31 PM Electronic Record and Signature Disclosure: Accepted: 11/22/2024 3:52:15 PM ID: 3b36085c-2beb-4a6c-a10c-b85e56673fa2 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: 97.134.161.208 Signed using mobile Sent: 11/22/2024 3:53:33 PM Viewed: 11/22/2024 3:59:56 PM Signed: 11/22/2024 4:00:09 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: 11/22/2024 3:53:32 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 11/22/2024 3:06:55 PM Certified Delivered Security Checked 11/22/2024 3:59:56 PM Signing Complete Security Checked 11/22/2024 4:00:09 PM Completed Security Checked 11/22/2024 4:00:09 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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