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HomeMy WebLinkAbout26-0889 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance Docusign Envelope ID: 2916BD1B-A24D-430B-92F4-47155736C310 Christa Christian Not Applicable FILE OSI Maintenance and Support 9041 JUNE 16, 2029 JUNE 16, 2026 26-0889 1 RENEWAL AMENDMENT TO CONTRACT BETWEEN CITY OF DENTON, TEXAS AND OPEN SYSTEMS INTERNATIONAL, INC. (Contract #9041) This Renewal Amendment to Contract (Contract 7718) (this Amendment) is entered into between the City of Denton, Texas (City) and Open Systems International, Inc. (Supplier). Background The City and Supplier have previously entered into Contract (7718), as amended (the Agreement). Initially capitalized terms used but not otherwise defined in this Amendment will have the meanings set forth in the Agreement. The parties desire to amend the Agreement as follows: 1 Effective Date The terms of this Amendment are effective as of the latest date in the signature block. 2 Contract Term Section (#3) of Exhibit A will be deleted and replaced in its entirety with the following: The contract term will be three (3) years, effective from date of award. The Amendment shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3 Fee Schedule Attachment 1 to this Amendment includes the Annual Fee Schedules. This Attachment 1 shall supersede Exhibit B, Part A of the Agreement. 4 Total Contract Amount The contract total for the continued services shall not exceed $791,693. 5 Updated contract number This Amendment constitutes a new agreement beginning on the Effective Date between the parties incorporating, except as amended herein, all the terms and conditions in the Agreement for all intents and purposes. Such Agreement will have contract number 9041. Confirmation of Agreement This Amendment (together with all exhibits attached hereto) constitutes the entire agreement between the parties regarding the matters of this Amendment and supersedes all prior and contemporaneous agreements and understandings regarding the matters of this Amendment. In the event of a conflict between this Amendment and the Agreement as it relates to the matters of this Amendment, the terms of this Amendment will control. Otherwise, all terms and conditions of the Agreement will remain in full force and effect and likewise apply to this Amendment. Docusign Envelope ID: 2916BD1B-A24D-430B-92F4-47155736C310 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_______________________________________. Authorized Signatures: “CITY” CITY OF DENTON, TEXAS “SUPPLIER” OPEN SYSTEMS INTERNATIONAL, INC. By: By: Name: Name: Title: Title: Date: Date: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ______________ _________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT ATTEST: BY: _______________________________ ___________________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ Docusign Envelope ID: 2916BD1B-A24D-430B-92F4-47155736C310 5/7/2026 Vice President of Finance Sean Egan DME General Manager Antonio Puente, Jr. Electric KRISTI FOGLE, INTERIM CITY SECRETARY 06/16/2026 Cassey Ogden Interim City Manager 6/17/2026 Software Maintenance and Support (SMS) Renewal Quote Offer Expires: Start Date: End Date: Total Quote Fees: Year 2: 9/21/2027-9/20/2028 USD 97,470.00 USD 97,470.00 (9/21/2026-9/20/2027) monarch Support Denton TX GoldUSD 97,470.00 SMS Support Level monarch Support USD 104,293.00 SMS Products Fee GoldUSD 104,293.00 (9/21/2027-9/20/2028) Sub-Total Fees: USD 104,293.00 Quote Term: 21 September 2026 20 September 2029 USD 313,356.00 Site(s) 0000XaSiLIAV 20 September 2026 Reference Number: Quote Number: Quote Date:13 February 2026 00107192 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: 9/21/2026-9/20/2027 SMS Products Open Systems International, Inc. 4101 Arrowhead Dr Medina, MN 55340 Customer: City of Denton (T&D) Sub-Total Fees: USD 111,593.00 Denton TX Sub-Total Fees: Year 3: 9/21/2028-9/20/2029 SMS Products Fee Site(s)SMS Support Level monarch Support USD 111,593.00 Denton TX GoldUSD 111,593.00 (9/21/2028-9/20/2029) 1 of 2 Docusign Envelope ID: 2916BD1B-A24D-430B-92F4-47155736C310 Attachment 1 Is the billing address below correct? ( ) YES ( ) NO Denton Municipal Electric City of Denton Purchasing Department 901-13 Texas St Denton, TX 76209 tony.jones@cityofdenton.com Is the shipping address below correct? ( ) YES ( ) NO Denton Municipal Electric 1659 Spencer Rd Denton, TX 76209 tony.jones@cityofdenton.com All amounts to be invoiced hereunder will be exclusive of taxes or duties. Customer is tax exempt, and shall 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 receipt of the invoice. 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: Steve Dworak; Email: Steve.Dworak@emerson.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. 2 of 2 Docusign Envelope ID: 2916BD1B-A24D-430B-92F4-47155736C310