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Contract - ESRI Environmental Systems Research Institute - 6/24/2021 SUPPLEMENTAL AGREEMENT NO. 1 TO "CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF GEOSPATIAL SOFTWARE ENTERPRISING LICENSES WITH ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC." e CITY OF ROUND ROCK § STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF TRAVIS § COUNTY OF WILLIAMSON § THIS SUPPLEMENTAL AGREEMENT NO. 1 to "City of Round Rock Agreement for purchase of geospatial software enterprising licenses with Environmental Systems Research Institute, Inc.," called "Supplemental Agreement No. 1," is made by and between the CITY OF ROUND ROCK, TEXAS, a home-rule municipality, with offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. ("ESRI"), whose offices are located at 380 New York Street, Redlands, California 92373 (referred to herein as the "Vendor"). WHEREAS, the City and Vendor previously executed the referenced "City of Round Rock Agreement for Purchase of Geospatial Software Enterprising Licenses," hereinafter called the "Agreement"in the amount of$475,350.00; and WHEREAS, the City desires to amend the Scope of Services and Contract Amount to add additional services and costs; and WHEREAS, it is necessary to amend the Scope of Services and increase the Contract Amount provided in the Agreement by $240,500.00 to a total of$715,850.00 as set forth herein; NOW THEREFORE, in consideration of the mutual promises and obligations in the Agreement and this Supplemental Agreement No. 1, the City and Vendor agree that said Agreement is amended and supplemented as follows: I. Section 2.01 of the Agreement is hereby amended to read as follows: 2.01 EFFECTIVE DATE,DURATION,AND TERM A. This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated as provided herein. 00471549/ss2 R- 2o21 - � t� 3 B. The term of the Agreement shall be for thirty-six months commencing on the effective date of the Agreement, December 3, 2020. C. The additional scope of services added by this Supplemental Agreement No. 1, specifically, the ArcGIS Utility Network User Type Extension for ArcGIS Enterprise Term Licenses as described in the Addendum to Exhibit "A," attached hereto and incorporated herein for all purposes, shall have a term of one (1) year from the effective date of this Supplemental Agreement No. 1. II. Section 3.01 of the Agreement is hereby amended to read as follows: 3.01 CONTRACT DOCUMENTS The goods and services which are the subject matter of this Agreement are described in Exhibit "A" ("Small Municipal and County Government Enterprise License Agreement") and the Addendum to Exhibit "A," and, together with this Agreement, comprise the Contract documents. III. Section 4.01 of the Agreement is hereby amended to read as follows: 4.01 COSTS The City shall be authorized to pay the Vendor an amount not to exceed Four Hundred Seventy-Five Thousand Three Hundred Fifty and No/100 Dollars ($475,350.00) in accordance with Exhibit "A" of the Agreement plus an additional Two Hundred Forty Thousand Five Hundred and No/100 Dollars ($240,500.00) in accordance with the attached Addendum to Exhibit "A," for a total not-to-exceed amount of Seven Hundred Fifteen Thousand Eight Hundred Fiftv and No/100 Dollars ($715,850.00) for the term of the Agreement. IV. This Supplemental Agreement No. I shall amend the original Agreement only as set forth herein with no other changes in terms or conditions of the original Agreement. [Signatures on the following page.] 2 IN WITNESS WHEREOF, the City and Vendor have executed this Supplemental Agreement No. 1 to be effective as of the last date of due execution by both parties. CITY OF ROUND ROCK,TEXAS ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. By: By: Printed Name: f q Printed Name: Alelandra Merino Title: iY\AyC& V Title: 1L. auonai�onvats Date Signed: 12411 Date Signed: Z Ce ?3-Z ATTEST: r By: City derk FOR CITY,A P OVED AS TO FORM: By: Stephan i Sheets, City Attorney 3 Addendum to Exhibit "A" 7HE Quotation # Q-434975 r SCrfreCE esn- of '""""- Date: March 15,2021 Environmental Systems Research Institute, Inc. Customer#9643 Contract AI ENTERPRISE 380 New York St AGREEMENT Redlands,CA 92373-8100 Phone: (909)793-2853 Fax: (909)307.3049 City of Round Rock DUNS Number:06.3134175 CAGE Code: OAMS3 Information Technology 221 E Main St Round Rock, TX 78664-5271 To expedite your order,please attach a copy of ATTENTION: David Freireich this quotation to your purchase order. PHONE: 512-671-2756 Quote is valid from: 311512021 To:611312021 EMAIL: dfreireich@roundrocktexas.gov Material Oty Term Unit Price Total 97720 4 Year 1 $60,000.00 $240,000.00 Esri Enterprise Advantage Program(EEAP)Additional 100 Learning and Service Credits. This product cannot be purchased without an existing EEAP subscription.All travel specified in this quote is subject to Esri's business continuity measures regarding COVID-19, including the most current Federal, State,and Local Government restrictions and Centers for Disease Control and Prevention (CDC)travel advisory recommendations. All proposed project schedules are tentative and will be adjusted based on the most current COVID-19 information available,and mutual agreement of the parties. 173298 5 $100.00 $500.00 ArcGIS Utility Network User Type Extension for ArcGIS Enterprise Term License Subtotal: $240,500.00 Sales Tax: $0.00 Estimated Shipping and Handling(2 Day Delivery): $0.00 Contract Price Adjust: $0.00 Total: $240,500.00 To support the City of Round Rock Public Works department with Utility Network Implementation.Small Government Enterprise Agreement No.290471. Esrl may charge a tee to cover expemes related to any customer requirement to use a propnetary vendor management,procurement.or Invoice program. For questions contact: Email: Phone: Phillip White pwhite@esri.com (909)793-2853 x5803 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 httos://assels.esri,com/content/dam/esrisites/media/lecial/product-specific-terms-of-use/e300.odf.and your applicable signed agreement with Esri.If no such agreement covers any item quoted,then Esr's standard terms and conditions found at httns-//oo.esri.com/MAPS 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 httns://www.esri.com/en-us/leaal/terms/state-supplemental apply to some stale 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 purchasellicense.The information may not be given to outside parties or used for any other purpose without consent from Esri.Delivery is FOB Origin, WHITEP This offer is limited to the terms and conditions Incorporated and attached herein. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2021-761087 Environmental Systems Research Institute, Inc. Redlands, CA United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/02/2021 being filed. City of Round Rock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identity the contract,and provide a description of the services,goods,or other property to be provided under the contract. 000000 Supplemental Agreement 1 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Jack and Laura Dangermond Trust Redlands, CA United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Erick Arial-Manager,Commercial&Government Contracts and my date of birth is My address is 380 New York Street Redlands CA 92373-8100 US (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in San Bernardino County, State of California on the day of June 2021 (month) (year) Enck.4rial;Jun H9 2021 142E PDT; Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2021-761087 Environmental Systems Research Institute, Inc. Redlands, CA United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/02/2021 being filed. City of Round Rock Date Acknowledged: 06/16/2021 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 000000 Supplemental Agreement 1 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Jack and Laura Dangermond Trust Redlands, CA United States X 5 Check only if there is NO Interested Party. 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of ,20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a