CM-2023-124 - 6/2/2023SUPPLEMENTAL AGREEMENT NO.2
TO "CITY OF ROUND ROCK AGREEMENT
FOR SOFTWARE LICENSE AND SERVICES AGREEMENT
WITH
COMPRISE TECHNOLOGIES, INC."
CITY OF ROUND ROCK §
STATE OF TEXAS §
COUNTY OF TRAVIS §
COUNTY OF WILLIAMSON §
KNOW ALL BY THESE PRESENTS:
THIS SUPPLEMENTAL AGREEMENT NO. 2 to "City of Round Rock Agreement for
Software License and Services Agreement with Comprise Technologies, Inc.," hereinafter called
"Supplemental Agreement No. 2," is made by and between the City of Round Rock, Texas, a
home -rule municipality, hereinafter called the "City" and Comprise Technologies, Inc.,
hereinafter called the "Vendor."
WHEREAS, the City and Vendor previously executed the referenced "City of Round
Rock Agreement for Software License and Services Agreement with Comprise Technologies,
Inc.," hereinafter called the "Agreement;" and
WHEREAS, the City and Vendor subsequently executed Supplemental Agreement No. 1
to amend the Scope of Services to add additional goods and services, specifically a card reader
and related required software; and
WHEREAS, the City and Vendor now desire to purchase replacement hardware and
related software in the amount of $5,605,00; and
WHEREAS, it is necessary to amend the Agreement as set forth herein;
NOW THEREFORE, in consideration of the mutual promises and obligations in the
Agreement and this Supplemental Agreement No. 2, the City and Vendor agree that said
Agreement is amended and supplemented as follows:
I.
Section 4.01 of the Agreement is hereby amended add the following_ paragraph:
4.01 SCOPE OF WORK
In addition, Vendor shall satisfactorily provide all deliverables and services described in
the Addendum to Exhibit "A," the Addendum to Exhibit "F," and the Addendum to Exhibit "G,"
attached hereto and incorporated herein by reference for all purposes.
4862-1503-3694 ss2
C "- - a 0 ?-: ��_ -/;, - f
it.
Section 7.01 of the Agreement is hereby amended to add Section D:
7.01 CONTRACT AMOUNT
In consideration for the deliverables and services related to the deliverables, City agrees
to pay Vendor:
D. A payment in the amount of Five Thousand Six Hundred Five and No/100
($5,605.00) for the new hardware and related software.
This Supplemental Agreement No. 2 shall amend the original Agreement only as set forth
herein with no other changes in terms or conditions of the original Agreement.
IN WITNESS WHEREOF, the City and Vendor have executed this Supplemental
Agreement to be effective as of the last date of due execution by both parties.
CITY OF ROUND ROCK, TEXAS
By:
Printed Na e: m
Title: �Oft
Date Signed: _
ATTEST:
I' L...�.. / `.. ... I :. k
FOR CITY, APPROVED AS TO FORM:
By: f
Steph hie L. Sandre, City Attorney
COMPRISE TECHNOLOGIES, INC.
By: C�� - - —
Printed Name: v ✓
Title:
Date Signed: 'r
ADDENDUM TO EXHIBIT F
PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AMENDMENT
Upon execution by both parties, the License And Service Agreement, (Agreement), by and between
Comprise Technologies, Inc., (Comprise) located at 1041 Route 36, PO Box 425, Navesink, New Jersey
07752 and the Licensee listed below is hereby amended as follows:
The Parties desire to incorporate into the Agreement certain written documentation pursuant to the
Payment Card Industry Data Security Standard (PC[ DSS) as follows:
1. Comprise represents that the product being acquired by Licensee currently complies with the PCI
DSS, and that it is obligated to maintain compliance with the PCI DSS;
2. Comprise acknowledges that it is responsible for the security of cardholder data that it possesses
by means of its Agreement with Licensee; this acknowledgement satisfies Section 12.8 of the PCI
DSS requiring the Parties to maintain a written acknowledgement that Comprise has responsibility
for the security of cardholder data it possesses by means of its Agreement with Licensee;
3. that a failure by Comprise to knowingly and willfully perform any of its material obligations
established pursuant to the Payment Card Industry Data Security Standard constitutes a "material
breach" of the Agreement; and,
4. that pursuant to Section 12.8.2 of the PCI DSS Licensee acknowledges that it is responsible for
determining the Payment Service Provider (Processor) for its transactions and that Licensee wil.
monitor that Payment Service Provider's PCI compliance.
The Parties also desire that the indemnification provision of the Agreement apply to any failure of Comprise
to protect cardholder data from unauthorized disclosure resulting directly from a knowing and willful lack of
compliance with the Payment Card Industry Data Security Standard. Accordingly, the Agreement Section,
entitled "Comprise' Indemnification of Licensee," is hereby amended to add the following paragraph to the
end of the section:
"Comprise agrees that it is responsible for the security of cardholder data that it possesses by
means of this Agreement, and that the indemnification provision of this section applies to any failure
of Comprise to protect cardholder data from unauthorized disclosure resulting directly from a
knowing and willful lack of compliance with the Payment Card Industry Data Security Standard.
However, the Parties acknowledge that the processing, transmission, and storage of cardholder
data cannot be guaranteed to be secure, honest, or error -free as information could be fraudulent,
intercepted, corrupted, lost, destroyed, arrive late, incomplete, or may contain viruses, and that
Comprise does not indemnify Licensee from any such loss unless the loss results directly from a
knowing and willful lack of compliance with the Payment Card Industry Data Security Standard by
Comprise.
Entire Addendum; Amendment
This Addendum constitutes the entire PCI DSS amendment of the Agreement between the parties and shall
supersede and merge all prior and contemporaneous communications, understandings and agreements
with respect to the subject matter hereof.
COMPRISE TECHNOLOGIES, INC
1041 Route 36 West
PO Box 425
Navesink, New Jersey 07752
By: a
Print Name: Daniel Curtin
Title: President
Date: e. Z J— - I --
Round Rock Public Library
216 East Main Street
Round Rock, TX 78664
By:
Print Name:
Title:
Date:
ADDENDUM TO EXHIBIT G
ADDITIONAL PRODUCT ENDORSEMENT
Upon execution by both parties, the License And Service Agreement, (Agreement), by and between
Comprise Technologies, Inc, (Comprise) located at 1041 Route 36, PO Box 425, Navesink, New Jersey
07752 and the Licensee listed below is hereby amended as follows:
Licensee desires to obtain the right to use Smart Terminal Replacement and SmartPAY migration to Aspen
Discovery which is Comprise proprietary technology and information, in connection with the Licensee's
business operations. The purpose of this Endorsement is to provide this additional product to Licensee
under the terms of the Agreement.
This additional product shall be defined as being capable of performing the functions, consisting of the
components, and being supported as described on the literature scheduled below and on the attached Cost
Proposal, all of which shall be provided by Comprise unless otherwise specified.
Description
1. Replace Aging UIC Terminals with new Castle Vega 3000 1$4,405)
2. Migrate SmartPAY to integrated SmartPAY Integration with Aspen Discovery ($1,200)
Comprise Customer Support Guide CCSG_113
Cost, Payment and Terms
Payment as set forth in the attached Cost Proposal shall be due upon delivery unless otherwise specified
herein. Licensee may obtain additional quantities according to the unit costs set forth in the Cost Proposal
or a mutually acceptable pro-rata computation of unit costs if not specified. SPECIAL TERMS AND
CONDITIONS REGARDING SUPPLY CHAIN DISRUPTIONS, Effective May, 2022: The global pandemic
has caused significant impact on our hardware supply chain. Until further notice the following conditions
supersede any other written or oral commitments, and apply to the purchase of any hardware:
• Prices in written quotes are guaranteed for 30 days only.
• Prices are subject to change until initial payment is received.
• Delivery dates are not guaranteed and are subject to unannounced delays outside of our control.
Licensee acknowledges supply chain delays and agrees that it will accept hardware when it
becomes available for delivery or forfeit the initial payment for that hardware.
Other
If this additional product can be used to process payments by credit/debit card, or check, this Endorsement
must be executed with a "PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AMENDMENT".
Entire Endorsement
This Endorsement documents the entire agreement between the parties and shall supersede and merge all
prior and contemporaneous communications, understandings and agreements with respect to the subject
matter hereof.
COMPRISE TECHNOLOGIES, INC.
1041 Route 36 West
PO Box 425
Navesink, New Jersey 07752
By:T a _ _
Print Name: Daniel Curtin
Title: President
Date:=I/ .- - J
Round Rock Public Library
216 East Main Street
Round Rock, TX 78664
By:�
Print Name:
Title:
Date:
Diane Weinberger, National Sales D rector
` Comprise— -
Comprise Technologies, Inc,
�a
1041 Route 36. P.O. Box 425
Naves,nk, NJ 07752
Celt: 732-309.7557
Number o1 Sttes1
Round Rock Public Library
SMMIST: 1
216 East Main Street
emnt
Round Rock, TX 7a684
Circul 1 mi;
Annual Clrc-W t 1
Geeta Malley
NA
to-s: Bruary r ItOHA
tr
$12-210.7010
Date: February 14. 2023
ghalleyCroundrocktexas.gov
Description of Ssrvlea
QTY
Cost of New
Purchases
Renewal
Smart Terminal CredIt Card Readers • Replacemt Models
• Castle Vega 3000
ac
• Patron Facing - Contact and Conlacdess
4 Smart
$4,405.00
Renewal Stays
• Replacement Cost Only - Renewal Stays the same
Tennlnak
the Same
Roconllguration of SmarIPAY to be Integrated with Aspen Dlecover
` integrated with MY ACCOUNT via ASPEN DISCOVERY
� Aspen
Discovery
$1,200.00
Renewal Stays
the Same
• ReconOgwatlon of merchant accountwlth API • new setup
Grand Total
$6,606.00
30.00
Nolea:
1. The InIIIal cost Includes the first year of support. Ongoing support renewal will be invoiced 1 year from install date, unless otherwise noted.
2. Payment Terms are Net 30 days trom Ship Dale unless otherwise noted
3. AN Quotas are good for 30 days
4, Smart Terminal Credit Card Reader, 4 Replacement Smao Tam 0ruil4 and SmertPAY teeomfigutation
�j'0 '_
ROUND ROCK
TEXAS
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing Supplemental Agreement No. 2 to "City of Round Rock
Agreement for Software License and Services Agreement with Comprise
Technologies, Inc."
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 6/2/2023
Dept Director: Ramsey Saad, CIO
Cost: $5,605.00
Indexes: General Fund
Attachments: Supplemental Agreement -Comprise Technologies Inc
Department: Information Technology
Text of Legislative File CM-2023-124
In support of our effort to consolidate software systems, we are expanding our use of the Comprise
Software suite at the Library. This expansion will eliminate the need for Envision Ware. Comprise already
provides online payment and print services. This expansion will add patron wireless printing, web
reservations, and visitor passes. The additional hardware purchase will accept payments in person at the
library.
Cost: $5,605.00
Source of Funds: General Fund
C1ry of Round Rock Page 1 of 1