HomeMy WebLinkAboutContract 63601CSC No. 63601
Docusign Envelope ID: AC0638OF-454A-4B6A-A38F-8929CODDA022
CITY OF FORT WORTH
ASSIGNMENT
WHEREAS, the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor")
and monday.com Ltd. ("monday.com") entered into an addendum, dated July 26, 2022 (the
"Agreement"") to the monday.com Terms of Service, available at: htti)s://monday.com/terms/tos,
and an Order Form (as defined in the Agreement) dated May 31, 2025 by and between Assignor
and monday.com (the "Order Form");
WHEREAS, the Assignor is in the process of transitioning its EMS operations to the City of Fort
Worth ("Assignee");
WHEREAS, Assignor, Assignee, and monday.com have agreed to amend the Agreement as set
forth herein; and
WHEREAS, Assignor desires to assign, and Assignee desires to assume the Order Form and the
Agreement, as amended (collectively, the "Contract") with the consent of monday.com;
NOW, THEREFORE, Assignor, Assignee, and monday.com agree as follows:
I. ASSIGNMENT
Effective July 1, 2025, Assignor hereby assigns to Assignee all of its rights, duties, and
obligations under the Contract, between Assignor and monday.com. Assignee agrees to assume
and perform all duties and obligations required of Assignor under the terms of the Contract.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification of any provision of this Assignment shall be
effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to
the benefit of and be binding upon Assignor and Assignee and their respective successors and
assigns.
This Assignment may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same instrument. Signed
signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the
same legal effect as an original.
II. AMENDMENT
The Agreement is hereby amended and restated as set forth in the attached addendum. The
terms and conditions of the Addendum shall control should any term conflict with the terms of
the Agreement, or any linked terms or conditions as provided by the Agreement.
Dated the day of wc--
2025.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 1 of 14
Docusign Envelope ID: AC063BOF-454A-4B6A A38F-8929CODDA022
Metropolitan Area EMS Authority dba MedStar
Mobile Healthcare
(Assignor)
By:
Print: Fran Gresh
Title: Interim Chief Executive Officer
City of Fort Worth
(Assignee)
By:
Print: Dianna Giordano
Title: Assistant City Manager
Addendum Fade 2 of 14...G
Docusign Envelope ID: AC063E10F454A-486A-A38F-8929CODDA022
NOTARY ACKNOWLEDGEMENT
�On the �2 '-? day of —YJ nT 67-- 2025, personally appeared
�--[ b C , who acknowledged to me that (s)he is the Interim Chief Executive Officer
of Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor"), and that (s)he
executed this document for the purposes and consideration contained herein.
Metropolitan Area EMS Au rity a Me tar obile
Healthcare
By:
Print: Frank Gres'
Title: Interim Chief Executive Officer
SUBSCRIBED TO before me on this day ofuirl-2 .2025.
.ri'sa MONICACRUZ
My Notary ID # 126504816 Notary Public in and for the ktate of
Expires May 20, 2028 - My commission Expires: lV ou� �.
NOTARY ACKNOWLEDGEMENT
On the 2? day of V ay, -L ?025. personally appeared
L ivr-da•W who acl-nowledged tome that (s)lie is the Assistant City Manager
of City of Fort Worth (-Assignee"). and that (s)he executed this docume>_it for the puuposes
and consideration contained herein.
City of Fort�(hwo(-
By:
Print: Dianna Giordano
Title: Assistant City Manager
SUBSCRIBED TO before me on this 2, of VLA , 2025.
RENfSHA G C088N 1
Notary ID #129319031
My Commission Expires Not ublic in and for the State of _ 1-tya(
—�
March 31, 2029 My commission Expires: ffia--6A 21 av�14
t
Addendum Page 3 of 14
Docusign Envelope ID: AC063BOF-454A-4B6A-A38F-8929CODDA022
CONSENT TO ASSIGNMENT
Effective July 1, 2025, monday.com Ltd. ("monday.com") hereby consents to the
assignment by Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare ("Assignor")
to the City of Fort Worth ("Assignee") of all of Assignor's rights and obligations under that
executed Order Form by and between Assignor (the "Order Form") and monday.com dated May
31, 2025 and the certain addendum to the monday.com Terms of Service dated July 26, 2022 (the
"Agreement"), including the right to receive services and the obligation to perform and pay for all
duties as set forth in the Agreement and/or the Order Form, as applicable. This consent is
conditioned upon Assignee's continued compliance with all terms and conditions of the Agreement
and/or the Order Form applicable to Assignor.
EDocuSigned by
m :
monday.coLtd. -�
CB7E8031FSCOA26_.
By: [1 i i an G1 cca.-
Name:
Title: CFO
Date: 6/26/2025
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Addcndwn Pabc 4 of 14
Docusign Envelope ID: AC063BOF-454A-4B6A-A38F-8929CODDA022
ADDENDUM TO MONDAY.COM TERMS OF
SERVICE
This Addendum ("Addendum") to the monday.com Terms of Service (the "Terms")
available at www.monday.com/terms/tos applies solely to below listed Government Customer, as
defined in the Terms. All terms and conditions as set forth in the Terms shall remain in full force
and validity with no change unless clearly identified herein and shall apply to this Addendum
except as expressly amended herein. In the event of any contradiction or discrepancy between the
terms of this Addendum and the Terms, the provisions of this Addendum shall prevail. All
capitalized terms not specifically defined hereunder shall have the meaning ascribed to them in the
Terms, as amended by this Addendum. For clarity, this Addendum amends and restates the
addendum dated July 26, 2022 by and between Metropolitan Area EMA Authority dba MedStar
Mobile Healthcare and monday.com Ltd. ("monday.com"), as of the Effective Date of the City of
Fort Worth Assignment.
1. AmAicability. This Addendum is applicable to Government Customers; however,
this Addendum shall not apply to a government employee or individual acting in a
private, personal or non -governmental capacity.
2. No endorsement. With reference to Section 5.2 of the Terms, monday.com shall
not use the fact that Government Customer uses our Site and/or Services or
Government Customer's seals, trademarks, logos, service marks, trade names, and
in a manner to state or imply that the Services are endorsed, sponsored or
recommended by Government Customer or considered by Government Customer
to be superior to any other products or services.
3. Taxes. Notwithstanding the terms of Section 8.4 of the Terns, to the extent that the
Government Customer is a tax-exempt institution and produces to monday.com an
applicable exemption certificate, such exempt taxes shall not be included in the
Subscription Fees.
4. Auto -Renewal. In accordance with Section 8.9 of the Terms, Government
Customer and monday.com hereby agree that the Subscription Term shall not be
automatically renewed, unless otherwise consented in writing by the Government
Customer and monday.com.
5. Confidentiality. Notwithstanding the terms of Section 12, monday.com
acknowledges that the Government Customer may be subject to the applicable
freedom of information regulations, acts and/or statues ("FOI"). Solely to the
extent required under such FOI, Government Customer's obligations under the
applicable FOI supersede its obligations under these Terns to the extent a request
is made pursuant to such FOI; however, Government Customer agrees to the extent
permissible under the FOI to designate such disclosures and materials as
confidential and redact any Confidential Information from such disclosures.
6. Indemnification. The parties hereby agree that Section 16.1 shall only apply to
Government Customers to the extent permitted by applicable law.
Addendum Page 5 of 14
Docusign Envelope ID: AC063BOF-454A-4B6A-A38F-8929CODDA022
7. Governing Law. The parties agree that Section 21.1 (Governing Law; Jurisdiction)
and 2L') (Arbitration) of the Terms are hereby deleted in its entirety. The parties
further agree that the United Nations Convention on Contracts for the International
Sale of Goods shall not apply.
8. Continued Perforinance. monday.com shall not unilaterally revoke, terminate or
suspend any rights granted to the Government Customer except as permitted under
the Terms. If monday.com reasonably believes the Government Customer is in
breach of the Terms, monday.com shall pursue its rights under the applicable law
and shall continue to perform its obligations under the Terms until resolution of
such dispute.
(signature page follows)
Addendum Page 6 of 14
Docusign Envelope ID: AC063BOF-454A-4B6A-A38F-8929CODDA022
ACCEPTED AND AGREED:
City:
anna Gi�o (Jul 2, 2025 19:39 CDT)
By: Di
Name: Dianna Giordano
Title: Assistant City Manager
Date: 07/02/2025
by
eq
Vendor:
DocuSiflned by:
monday.com L,t
C8M8031 HC0426... N..
By. dol ; ran 61 acC i
Name: , l�rove'a
Title: CFO
Date: 6/26/2025
7/3
[Executed effective as of the date signed by the Assistant City Manager above.] / [ACCEPTED
AND AGREED:]
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
<�
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Approval Date: N/A
Form 1295: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: Steven (Jun 30, 202508:14 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
City Secretary:
By:
Name: Jannette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX