HomeMy WebLinkAboutContract 56330-AD1 DocuSign Envelope ID:7686131 ED-F675-41 C9-A3EF-01 B698C53459
CSC No.56330-AD1
ADDENDUM TO SUBSCRIPTION AND PROFESSIONAL SERVICES
AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
APPETIZE TECHNOLOGIES, INC.
This Addendum to the Subscription and Professional Services Agreement ("Addendum")
is entered into by and between Appetize Technologies, Inc. ("Vendor")and the City of Fort Worth
("City"), collectively the "parties", for a purchase of cloud-based, enterprise point of sale and
related commerce licenses.
The Contract documents shall include the following:
1. The Subscription and Professional Services Agreement; and
2. This Addendum.
3. Schedule A—Annual Compensation Schedule
Notwithstanding any language to the contrary in the attached Subscription and Professional
Services Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of
this Addendum below by a representative of each party duly authorized to bind the parties hereto,
that the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement as follows:
1. [Reserved.jerm. The Agreement shall become effective as of November 15, 2020
(the "Effective Date") and shall expire upon completion of the configuration and implementation,
or(insert completion date) (the"Expiration Date"). The Agreement will then automatically renew
for an additional one-year term,unless terminated earlier in accordance with the provisions of the
Agreement or otherwise extended by the parties. The Agreement will automatically renew for four
(4) one-year terms„ each a "Renewal Term," for the associated licenses and support and
maintenance of the implemented system. City shall provide Vendor with written notice of its intent
to renew at least thirty (30) days prior to the end of each term.
2. [Reserved.]Compensation. City shall pay Vendor an amount not to exceed One
Hundred and Fifty Thousand Dollars ($150,000.00) for the initial term including costs for the
configuration and implementation in accordance with the provisions of this Agreement. For each
Renewal Term, the City shall pay Vendor an amount not to exceed Thirty Thousand Dollars
($30,000.00) in accordance with "Schedule A." Vendor shall not perform any additional services
for City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City shall not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing. City agrees to pay all
invoices of Vendor within thirty (30) days of receipt of such invoice.
3. Termination.
OFFICIAL RECORD
CITY SECRETARY
Addendum FT. WORTH, TX
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
a. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
b. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
4. Attorneys' Fees, Penalties, and Liquidated Daman. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
5. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of law provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
6. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
7. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Addendum Page 2 of 7
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Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
8. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
9. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
10. [Reserved.] Intentionally Deleted
11. Insurance. City agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
13. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility
of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
14. Addendum Controlling. The parties agree that the terms and conditions of the
Agreement and this Addendum shall be construed as much as practicable to be consistent with one
another. Notwithstanding the foregoing,if any provisions of the Agreement conflict with the terms
of this Addendum, are prohibited by applicable law, or conflict with any applicable rule,regulation
or ordinance of City, then the terms in this Addendum shall control.
15. Network Access. Intentionally Deleted
a. Federal Law Enforcement Database Access. If Vendor, or any Vendor
Personnel, requires access to any federal law enforcement database or any federal criminal
history record information system, including but not limited to Fingerprint Identification
Records System ("FIRS"), Interstate Identification Index System ("III System"), National
Addendum Page 3 of 7
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law
Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined
in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of
providing services for the administration of criminal justice as defined therein on behalf of
the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, as
amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum. No changes, modifications, alterations, or
amendments shall be made to the Security Addendum. The document must be executed as
is, and as approved by the Texas Department of Public Safety and the United States
Attorney General.
16. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES, SUBCONTRACTORS,AGENTS,OR LICENSEES. City,upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
17. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
18. RiOt to Audit. Vendor agrees that City shall, until the expiration of three(3)years
after final payment under the Agreement, have reasonable access to and the right to examine any
directly pertinent books, documents, papers and records of Vendor involving transactions relating
to the Agreement. Vendor agrees that City shall have reasonable access during normal working
hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace
in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits in no event less than ten (10) business days. The
parties agree that City shall have only one audit right annually. However, in the event there is, or
there is reasonably suspected, fraudulent or non-compliant activity within the same 12-month
period of any previous audit,the parties agree the City may conduct additional audits, as necessary.
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(signature page follows)
Addendum Page 5 of 7
DocuSign Envelope ID:7686131 ED-F675-41 C9-A3EF-01 B698C53459
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By: Valerie Washington(Sep 2,202109:38 CDT) performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Sep 2,2021 By: Leah�Huf(.5ep�i,2021 38 CDT)
Name: Leah Huff
Approval Recommended: Title: Sr. IT Solutions Manager
Approved as to Form and Legality:
By:
Name: Kevin Gunn f4z�-
Title. Director, IT Solutions By: Taylor P is(Sep 1,202114:58 CDT)
�da4�nn� Name: Taylor Paris
Attest: o.*FORT as Title: Assistant City Attorney
,y 00000 000
O 00
Y
0o�•1d Contract Authorization:
By: w g =� M&C: NA
Name: Ronald Gonzales 01*° 100�`d
00000000
Title: ActingCity Secretary aa�nEXpSgap�
VENDOR:
Appetize Technologies, Inc.
By: FDOGUSigned by:
V aAA, kA&h&
Name: Dan'Iliac C�4E5
...
Title: cfo
Date: 08/16/2021
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Schedule A
Annual Compensation Schedule
Addendum Page 7 of 7
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Appet*lze
Appetize Solution
Will Rogers Memorial Center - Full POS
Created for: Created by your Appetize Team:
City of Fort Worth Scott Crain
Will Rogers Memorial Center Dir.Strategic Accounts
Chris Harmon Scott.CrainPaooetize.com
chris.harmon@fortworthtexas.gov 214.789.9672
Appetize Technologies,Inc.
6601 Center Drive West Suite 700
Los Angeles,CA 90045
877.559.4225
Version 24-Jun-20
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Customer: City of Fort Worth
Location: Will Rogers Memorial Center
Date: 12/1/20
Appetize POS Solution Workbook
Quote p 7-006071 Service Plan 5 Years
Solution Set -0
9000-101 Activate Client POS Activate POS Client License $341.25 40 $13,650.00
9000-104 Activate KIDS Activate KDS Client License $227.50 2 $455.00
9000-120 Interact-Kiosk Client Interact Kiosk Client License $406.25 4 $1,625.00
9000-239 Interact-Web Platform Interact-Web Platform for Mobile and Online Ordering(Per Trans) $3,246.75 2 $6,493.50
9000-201 Connect Events Inventory Module Connect Events Inventory Module $2,596.75 2 $5,193.50
9000-199 Appetize Gateway Interface Appetize Gateway Interface-(Freedom Pay) $646.75 2 $1,293.50
Item Number Item Name Item Description Annual License Subtotal: $28,710.50
Subtotal $28,710.50
Estimated Taxes* TBD
TotalYearl $28,710.50
Year2+ $28,710.50
Version 24-Jun-20
Estimated expenses are estimates only.Customer shall be liable for all actual and documented expenses incurred by Appetize in performing the services required under this
purchase order.
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
City of Fort Worth Appetite Technologies,Inc.
Will Rogers Memorial Center 6601 Center Drive West Suite 700
Chris Harman Los Angeles,CA 90095
Chris.harm on@ fortworthtexas.gov
12/1/20 Appetize
Statement of Work
Arena Complex-300 events per year
20 Terminals-combination of Fixed and Portable
1 KIDS
Mobile Web
Inventory
Service Type Description of Services Resources Days Total Rate Extended
The parties hereby agree to the terms of this purchase order,subject to Appetite's standard terms and conditions,which terms and conditions shall apply hereto except as hereinafter
set forth.The parties agree that they shall negotiate in good faith a Point of Sale as a Service Subscription and Professional Services Agreement,which shall be incorporated herein in
its entirety by this reference upon execution(together with this purchase order,the"Agreement").Upon full execution of the Agreement by the parties below,this purchase order
shall be deemed a"Purchase Order"under the Agreement.Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
The parties hereby agree to the terms of this purchase order,subject to the terms and conditions of the attached Subscription Agreement,which is incorporated herein in its entirety by
this reference(together with this purchase order,the"Agreement").Upon full execution by the parties below,this purchase order will become effective and shall be deemed a
"Purchase Order"under the Agreement,effective as of the date hereof.Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
BILL TO:
City of Fort Worth Appetize Technologies,Inc. Account PU BLIC EVENTS&FACILITIES
Dan Maehoek Address 1200 Texas Street
City,State,Zip IF,rt Worth,TX 76102
Print Name Print Name ATTN: Chris Harmon
cfo Email Chris.Harmon@fortworthtexas.gov
Phone No. 1817.392.59AR
Title Title
DocuSigned by:
SHIP TO:
Site Name: lWill Rogers Memorial Center
Signature fgn 4DG3ESC3 B1C4E5. Address 3401 W.Lancaster Avenue
08/16�'ID21 City,State,Zip For Worth,TX 76107
V L ATTN: Chris Harmon
Date Date Email I Chris.Harmon@fortworthtexas.gov
Phone No. 1817.392.5988
Term of Agreement(Years) 5 Years from ue/location License Activation Date
Target Live Date 3/20/21 ACCOUNTING CONTACT INFORMATION
PO Number(if applicable) FW02S-0000001369 lc.rit.ct Chris Harmon
Email Chris.Harmon@fortworthtexas.gov
PAYMENT TERMS I
Phone 1817.392.5998
CONTRACT TOTAL $ 28,710.50
DEPOSIT AMOUNT $ - Complete Venue Information if different from Ship To address:
BALANCE DUE $ 28,710.S0 Venue Location
V—rie Nam
LICENSE AND SERVICES BILLING OPTIONS Contact Name:
Annual Billing Ves Address:
Monthly Filling Fr 5%) No Gty,State,lip:
5 Year Custom *Customer is responsible for paying applicable taxes
.Annual Billing Total $ 28,710.50 $ 28,710.50 ❑ Tax Exempt
Monthb/Billing Total(+5%) $ 2,512.17 $ 2,512.17 (if checked,send exemption certificate to account)nyL&appehzeapp.com)
As more fully set forth in the Agreement:
Payment remittance information: *Implementation availability subject to minimum 75-day advance notice
Appetize Technologies For ACH/Wire: *Hardware only shipped after receipt of required deposit(s)and requires 10-15 business days to ship
ATTN:Accounts Receivable Silicon Valley Bank *Purchase Order does not incude any applicable taxes,which are the responsbility of customer
6601 Center Drive West Suite 700 Routing q:121140399 *First year recurring SaaS subscription fees due prior to License Activation Date;fees billed annually thereafter
Los Angeles,CA 90045 Account#:3302128675 *If no"term"is specified above,the"term"is set forth in the Agreement
*At the conclusion of the initial term,this Purchase Order automatically renews as set forth in the Agreement
Version 241m-20