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6.G. - Page 4 of 24 <br />AMENDMENT NO. 1 TO EXTEND AND AMEND <br />ENTERPRISE LICENSE AGREEMENT <br />(Environmental Systems Research Institute) <br />This Amendment No. 1 is entered into and effective as of the day of <br />, 2019, extending and amending the Enterprise License <br />Agreement dated July 28, 2016, by and between the City of Redwood City, a charter <br />city and municipal corporation of the State of California ("City" or "Customer"), and <br />Environmental Systems Research Institute, Inc., a California corporation ("ESRI"), <br />(collectively, the "Parties") to license Geographic Information System software. <br />RECITALS <br />A. On July 28, 2016, the Parties executed an Enterprise License Agreement, <br />which consists of a License Agreement (Agreement No. 310258), a Small Government <br />Enterprise License Agreement County and Municipality (E214-3) (hereinafter, the <br />"SGEA"), and a Training Agreement to provide a suite of services, products and <br />software, including, but not limited to, the primary Geographic Information System <br />("GIS") software used by City staff, user conferences, training, help desk support, and <br />the ability to use the GIS software and applications across City departments; and <br />B. The Parties desire to extend the Enterprise License Agreement and <br />amend components of the License Agreement (Agreement No. 310258) and the SGEA, <br />which include a compensation cap, the terms and conditions, and a list of products, <br />tools, services, and other benefits; and <br />C. The Parties have negotiated and agreed to amendments attached hereto <br />and incorporated herein by reference as Exhibit "A," Scope of Services and Fee <br />Schedule, Exhibit "B," General License Terms and Conditions, Exhibit "C," Product - <br />Specific Terms of Use, and Exhibit "D," Table A—List of Products & Other Benefits; and <br />D. Exhibit "B" replaces the General License Terms and Conditions of License <br />Agreement (Agreement No. 310258) with a new General License Terms and Conditions <br />that incorporates some provisions of Addenda 1-3 and all of Addendum 4 of the <br />Enterprise License Agreement; and <br />E. Exhibit "C" replaces Addendum 1, Section 2 "Terms of Use for Specific <br />Software" of the License Agreement (Agreement No. 310258) with "Product -Specific <br />Terms of Use," which provides a list of specified products, tools, and services and their <br />terms of use; and <br />F. Exhibit "D" updates Table A—List of Products & Other Benefits of the <br />SGEA. <br />REV: 07-08-19 DZ <br />Page 1 of 21 <br />ATTY/AGR.Amend No. 1/ESRI 131 <br />