Loading...
HomeMy WebLinkAbout23S165 - MIS Choice, Inc and AptaeroCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Software Service Agreement Aptaero, Inc. John Kiss john.kiss@aptaero.com Visitor Pass Program Subscription Service $118,120 (NTE $187,820) 11/8/2023-06/30/2028 John Kiss: john.kiss@aptaero.com Max Minkov: max.minkov@aptaero.com Information Technology Larry Klingaman PENDING 23S165 #3 Yes Yes Yes Department - Yes 6/12/25 Rene Sanchez Docusign Envelope ID: 7D3EFDAE-B220-4EA6-84E5-3A985A1CC687 55575.18100\42913029.1 Page 1 of 5 (BB&K 2024) AMENDMENT NO. 3 TO THE SOFTWARE AS A SERVICE AGREEMENT BETWEEN THE CITY PALM SPRINGS AND APTAERO, INC. 1. Parties and Date. This Amendment No. 3 to the Software as a Service Agreement (23S165) is made and entered into as of this 9th day of July, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Aptaero, Inc., an Illinois Corporation. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. City and Contractor entered into an agreement titled “Software as a Service Agreement” dated June 5th (“Agreement”) for the purpose of retaining the services of Contractor to provide Airline Choice Gate Pass Solution in an amount of $48,000 and a term of November 1, 2023, to October 31, 2024. 2.2 First Amendment. City and Contractor entered into Amendment No. 1 to the Agreement, dated January 27th, 2025, for the purpose of extending term of services and providing additional compensation. 2.3 Assignment, Assumption, and Consent Agreement. The City and Contractor has agreed to an Assignment, Assumption, and Consent Agreement on 12th March 2025 with MIS Choice Inc. for its operations and assigned responsibility for this Agreement and related personnel and assets to its affiliate, Aptaero, Inc. 2.3 Second Amendment. City and Contractor entered into Amendment No. 3 to the Agreement, dated May 8th, for the purpose of extending the term of service to the fiscal year and provide additional compensation. 2.4 Amendment Purpose. City and Contractor now desire to amend the Agreement to provide compensation for one month which was erroneously omitted from a previous amendment in the amount of $3,100. City and Contractor also desire to extend term of software services for an additional 3 years from 7/1/25 through 6/30/28 and provide compensation in the amount of $118,120. 2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 5 of the Agreement. 3. Terms. 3.1 Amendment. Section 5A of the Agreement is hereby amended in its entirety to read as follows: "The initial term of services under this Agreement will commence the day the web interface for the Services is accessible via the Internet, (within a commercially reasonable time after payment is received and will continue for a period of (4) four years and (8) months, commencing on 11/1/2023 through 6/30/2028. Either party can give the other party Docusign Envelope ID: 7D3EFDAE-B220-4EA6-84E5-3A985A1CC687 55575.18100\42913029.1 Page 2 of 5 (BB&K 2024) with no fewer than ninety (90) days notice of its intent not to renew, or unless terminated earlier under the terms contained within this Agreement. “Exhibit A-1 and B, adding $118,120 is attached hereto and incorporated herein by reference for a new not to exceed amount of $187,820 to Aptaero, Inc." 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3. 3.4 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 3 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 7D3EFDAE-B220-4EA6-84E5-3A985A1CC687 55575.18100\42913029.1 Page 3 of 5 (BB&K 2024) SIGNATURE PAGE FOR AMENDMENT NO. 3 TO THE SOFTWARE AS A SERVICE AGREEMENT BETWEEN THE CITY PALM SPRINGS AND APTAERO, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: ____________________________ By: ______________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: July 9, 2025 Item No. 1Q APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 7D3EFDAE-B220-4EA6-84E5-3A985A1CC687 7/14/2025 7/15/2025 7/16/2025 55575.18100\42913029.1 Page 4 of 5 (BB&K 2024) Exhibit A-1: Replacement Quote ending on June 30th 2025 Docusign Envelope ID: 7D3EFDAE-B220-4EA6-84E5-3A985A1CC687 55575.18100\42913029.1 Page 5 of 5 (BB&K 2024) Exhibit B: Renewal Quote for Term 7/1/25 – 6/30/28 Docusign Envelope ID: 7D3EFDAE-B220-4EA6-84E5-3A985A1CC687 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/8/2025 Joseph M Wiedemann &Sons Inc 505 E.Golf Road,Suite A Arlington Heights IL 60005 Joseph M Wiedemann &Sons Inc 847-228-8400 847-228-8505 certifiicates@jmwsons.com Lloyd's of London 15792 APTAINC-01 Allmerica Financial Benefit 41840AptaeroInc 300 N Martingale Rd Suite 250 Schaumburg IL 60173-2407 Hanover American 36064 Admiral Insurance Co.24856 1394567743 A X 5,000,000 250,000 X 1,000 10,000 5,000,000 5,000,000 Y Y ESN0040276943 3/8/2025 3/8/2026 5,000,000 B 2,000,000 X X X AWCJ983182 3/8/2025 3/8/2026 C X N WZCJ983176 3/8/2025 3/8/2026 1,000,000 1,000,000 1,000,000 D E&O/Cyber (incl Tech E&O)EO000065401 3/8/2025 3/8/2026 Retention $10,000 $2,000,000 Palm Springs International Airport is listed as additional insured with respects to General Liability and Automobile Liability on a primary non-contributory basis when required by a written contract or agreement.Waiver of Subrogation applies in favor of additional insured on Cyber Liability and Workers Compensation. Should any of the policies be cancelled before the expiration date thereof,the issuing company will mail 30 days written notice to the certificate holder named. Palm Springs International Airport 3400 E.Tahquitz Canyon Way,Suite 1 Palm Springs CA 92262 Docusign Envelope ID: 7D3EFDAE-B220-4EA6-84E5-3A985A1CC687 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$174.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:Aptaero Inc DBA: Owner:Aptaero Inc Mailing Address:300 N MARTINGALE RD SUITE 250 SCHAUMBURG, IL 60173 License Number:OC-007347-2024 Expiration Date:09/30/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:300 N MARTINGALE RD 250, SCHAUMBURG, IL 60173 Business Description:COMPUTER RELATED SERVICES TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 7D3EFDAE-B220-4EA6-84E5-3A985A1CC687 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Software as a Service Agreement Aptaero, Inc. (Formerly MIS Choice, Inc.) John Kiss john.kiss@aptaero.com Visitor Pass Program Subscription Service (Amendment #2; extending term) $60,400 + $9,300 = $69,700 4 Years, 8 months: 11/1/23 - 6/30/25 John Kiss: john.kiss@aptaero.com Max Minkov: max.minkov@aptaero.com Information Technology Larry Klingaman N/A 23S165 #2 Yes Yes Yes Department - Yes 5/8/24 Rene Sanchez Docusign Envelope ID: 3A5AE97E-BF4B-4092-B230-F506376B4CB8 Page 1 of 4 Revised: 10.31.23 AMENDMENT NO. 2 TO THE SOFTWARE AS A SERVICE AGREEMENT (23S165) BETWEEN THE CITY PALM SPRINGS AND APTAERO INC. 1. Parties and Date. This Amendment No. 2 to the Software as a Service Agreement is made and entered into as of this 8th day of May, 2025, by and between the City of Palm Springs (“City”) and Aptaero, Inc., a Illinois corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “Software as a Service Agreement” dated June 5th (“Agreement”) for the purpose of retaining the services of Contractor to provide an Airline Choice Gate Pass Solution for an amount of $48,000 and a term of November 1, 2023 to October 31, 2024. 2.2 Amendment #1. The City and Contractor amended the Agreement to extend term of services and add additional compensation. The Parties have heretofore entered into that Amendment No. 1 dated January 27th, 2025, for a new amount not to exceed $60,400 and a term of 11/1/2023 to 2/28/2025. 2.3 Assignment, Assumption, and Consent Agreement. The City and Contractor has agreed to an Assignment, Assumption, and Consent Agreement on 12th March 2025 with MIS Choice Inc. for its operations and assigned responsibility for this Agreement and related personnel and assets to its affiliate, Aptaero, Inc. 2.4 Amendment. The City and Contractor desire to amend the Agreement to extend the term of services for 4-months and provide additional compensation. 2.5 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 5 of the Agreement. 3. Terms. 3.1 Term and Termination. Section 5A of the Agreement is hereby amended in its entirety to read as follows: "A. The initial term of services under this Agreement will commence the day the web interface for the Services is accessible via the Internet, (within a commercially reasonable time after payment is received and will continue for a period of (4) four months, commencing on 11/1/2023 through 6/30/2025. Either party can give the other party with no fewer than ninety (90) days notice of its intent not to renew, or unless terminated earlier under the terms contained within this Agreement. " Docusign Envelope ID: 3A5AE97E-BF4B-4092-B230-F506376B4CB8 Page 2 of 4 Revised: 10.31.23 “Exhibit A, adding $9,300 is attached hereto and incorporated herein by reference for a new not to exceed value of $69,700.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 3A5AE97E-BF4B-4092-B230-F506376B4CB8 Page 3 of 4 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND APTAERO, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 3A5AE97E-BF4B-4092-B230-F506376B4CB8 5/8/2025 5/14/2025 5/14/2025 Page 4 of 4 Revised: 10.31.23 Exhibit A: Agreement Modification 4-Month Renewal ending 6/30/2025 Docusign Envelope ID: 3A5AE97E-BF4B-4092-B230-F506376B4CB8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/8/2025 Joseph M Wiedemann &Sons Inc 505 E.Golf Road,Suite A Arlington Heights IL 60005 Joseph M Wiedemann &Sons Inc 847-228-8400 847-228-8505 certifiicates@jmwsons.com Lloyd's of London 15792 APTAINC-01 Allmerica Financial Benefit 41840AptaeroInc 300 N Martingale Rd Suite 250 Schaumburg IL 60173-2407 Hanover American 36064 Admiral Insurance Co.24856 1394567743 A X 5,000,000 250,000 X 1,000 10,000 5,000,000 5,000,000 Y Y ESN0040276943 3/8/2025 3/8/2026 5,000,000 B 2,000,000 X X X AWCJ983182 3/8/2025 3/8/2026 C X N WZCJ983176 3/8/2025 3/8/2026 1,000,000 1,000,000 1,000,000 D E&O/Cyber (incl Tech E&O)EO000065401 3/8/2025 3/8/2026 Retention $10,000 $2,000,000 Palm Springs International Airport is listed as additional insured with respects to General Liability and Automobile Liability on a primary non-contributory basis when required by a written contract or agreement.Waiver of Subrogation applies in favor of additional insured on Cyber Liability and Workers Compensation. Should any of the policies be cancelled before the expiration date thereof,the issuing company will mail 30 days written notice to the certificate holder named. Palm Springs International Airport 3400 E.Tahquitz Canyon Way,Suite 1 Palm Springs CA 92262 Docusign Envelope ID: 3A5AE97E-BF4B-4092-B230-F506376B4CB8 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$174.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:Aptaero Inc DBA: Owner:Aptaero Inc Mailing Address:300 N MARTINGALE RD SUITE 250 SCHAUMBURG, IL 60173 License Number:OC-007347-2024 Expiration Date:09/30/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:300 N MARTINGALE RD 250, SCHAUMBURG, IL 60173 Business Description:COMPUTER RELATED SERVICES TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 3A5AE97E-BF4B-4092-B230-F506376B4CB8 Revised 4.13.23 Page 1 of 2 ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT (“Assignment”) is made and entered into as of the 12th day of March, 2025, by MIS Choice, Inc., corporation (“Assignor”), Aptaero Inc., corporation (“Assignee”), and the City of Palm Springs, a charter city, organized and existing in the County of Riverside, under virtue of the laws of the State of California (“City”). WHEREAS, Assignor and City entered into that certain Software as a Service Agreement (23S165) dated June 5th, 2023, for Airline Choice Gate Pass Solution (“Agreement”); and WHEREAS, pursuant to Section 12 of the Agreement, Assignor may not assign the Agreement without the written consent of the City; and WHEREAS, MIS Choice Inc. restructured its operations and assigned responsibility for this Agreement and related personnel and assets to its affiliate, Aptaero, Inc.; and WHEREAS, Assignor desires to assign the Agreement, Assignee agrees to assume the obligations of Assignor pursuant to the Agreement, and City desires to consent to such assignment of the Agreement. NOW, THEREFORE, in consideration of the premises and their respective best interests, the parties agree as follows: 1. Assignor assigns to Assignee the rights and obligations of Assignor as provided in the Agreement. 2. Assignee accepts the assignment of the Agreement and agrees to assume and perform all covenants and obligations required of Assignor thereunder to the extent, but only to the extent, occurring or accruing from and after the date hereof. Assignee covenants and agrees to indemnify, save, defend and hold harmless Assignor from and against any and all loss, liability, claims, causes of action, demands, damages, expenses and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred existing in favor of or asserted by City under the Agreement, or any other person, and which arise out of or relate to causes of action occurring from and after the date hereof. Assignor hereby agrees to indemnify, save, defend and hold harmless Assignee from and against any and all loss, liability, claims, causes of action, demands, damages, expenses and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred existing in favor of or asserted by City under the Agreement, or any other person, and which arise out of or relate to causes of action occurring prior to the date hereof. 3. City hereby consents to the assignment by Assignor to Assignee pursuant to the terms hereof and acknowledges that from and after the date hereof, Assignee has assumed all of Assignor’s obligations with regard to the Agreement. Docusign Envelope ID: D3E4519A-FF48-47D5-9381-9538AB3E0BFF Revised 4.13.23 Page 2 of 2 4. Assignor and City do hereby represent and warrant to Assignee neither party is in default under the Agreement, nor does there exist any matter that, but for the passage of time, would constitute a default under the Agreement. 5. This Assignment may be executed in any number of counterpart copies which together shall constitute one and the same document; and a signed copy of this Assignment sent by a party by fax or email shall be effective and binding on the sending party as if it was an original signed copy of the document. IN WITNESS WHEREOF, the undersigned have executed this Assignment, Assumption, and Consent Agreement to be effective as of the day and year first above written. ASSIGNOR: ASSIGNEE: MIS Choice Inc. Aptaero Inc. By: By: Name: Name: Title: Title: By: By: Name: Name: Title: Title: CITY: CITY OF PALM SPRINGS By:______________________ Name:____________________ City Manager APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk Docusign Envelope ID: D3E4519A-FF48-47D5-9381-9538AB3E0BFF John Kiss Director, Business Development Alexander T. Kiss President & CEO Managing Director John Kiss VP of Software Development Max Minkov Scott Stiles CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits:Signatures: Insurance:Bonds: Business License: Sole Source Co-Op CoOp Agmt #:Sole Source Documents:CoOp Name: CoOp Pricing: By:Submitted on: Contract Abstract Form Rev  $XWKRUL]HG6LJQHUV 1DPH(PDLO &&RUSRUDWLRQVUHTXLUHVLJQDWXUHV License Agreement MIS Choice, Inc. Veronica Diaz veronica.diaz@mischoice.com Visitor Pass Program Subscription Service $48,000 1 Year from launch date N/A - Not going to CC John Kiss, john.kiss@mischoice.com Aviation Daniel Meier / 3806 N/A 23S165 N/A N/A Yes N/A Yes N/A No N/A N/A N/A N/A July 25, 2023 Tanya Perez DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS Choice, Inc. 300 N Martingale Rd, Suite 250 Schaumburg, IL 60173 +1 224 265 8020 www.airline-choice.com Airline Choice - Software Suite License Agreement Agreement ID: AC 5688 June 5, 2023 Prepared for City of Palm Springs         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 Software as a Service Agreement THIS AGREEMENT (“Agreement”) is entered into on June 5, 2023 between (“Licensor”) MIS Choice, Inc. Address:300 N Martingale Rd, Suite 250 Schaumburg, IL 60173 USA Telephone: +1 224 265 8020 Contact:John Kiss Title:Director, Business Development Email:sales@airline-choice.com ("Licensee") City of Palm Springs Address:3200 E TAHQUITZ CANYON WAYSuite 1 Palm Springs, CA 92262 United States Telephone: 7603238299 Contact:Daniel Meier Title: Email:daniel.meier@palmspringsca.gov         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 RECITALS WHEREAS, Licensor has developed software based services to assist in conforming to international airline travel requirements, as further described in Section 3 (“Services”); and is engaged in the business of providing access to such Services; WHEREAS, Licensee desires to retain Licensor to perform the services provided for in this agreement. NOW, THEREFORE, Licensor and Licensee agree as follows: 1. Grant of License Subject to the terms and conditions herein, Licensor hereby grants Licensee a nonexclusive license to (i) access and execute Airline Choice Gate Pass Solution -, as further outlined under Section 3), (the "Software") on Licensor's application server over the Internet, and (ii) transmit data related to Licensee's use of the Software over the Internet. Such license grant is referred to as the “Services” in this license. International APIS includes the capability to submit API/APP to all countries currently supported by Airline Choice. Note that certain countries may require acceptance or confidence testing for a new carrier submitting through Airline Choice for the first time. For a current list of supported international APIS submissions, please contact apis@airline-choice.com. Any countries that require API submitted over Type B transmission must provide their own Avinet Mail account from ARINC, or will be billed back the cost of the message transaction. Type B transmission costs are not included in the Services. 2. Use and Access A. Subject to the restrictions on use as set forth herein, Licensee will have access to the Services for the sole purpose of using the Software for its intended purpose and in accordance with the specifications set forth in any documentation relating to the Software provided by Licensor, as amended from time to time. The Services are generally available on a continuous basis except for interruptions by reason of scheduled maintenance or downtime beyond Licensor's reasonable control. B. Licensee will use the Services only for its internal business operations and will not permit the Services to be used by or for the benefit of anyone other than Licensee. Licensee will not have the right to re- license or sell rights to access and/or use the Services or to transfer or assign rights to access or use the Services, except as expressly provided herein. Licensee may not modify, translate, reverse engineer, decompile or create derivative works based upon the Software. Licensee agrees to use the Services in a manner that complies with all applicable laws including intellectual property and copyright laws. Licensor expressly reserves all rights not expressly granted to Licensee herein. Nothing in this License shall be construed to grant Licensee any right, title or interest in the Software, except the right to use the Software in conjunction with the Services pursuant to the terms of this Agreement. Licensee is solely responsible for the accuracy and completeness of its data and for its output and results obtained by using the Services.         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 C. Licensee is solely responsible for proper supervision and control and management of its use of the Services, including, without limitation, (i)ensuring proper procedures for the security of its data, and (ii) maintaining back-up data necessary to replace critical or other data or output in the event of damage or loss of its data; and (iii) ensuring that its data or use of the Services does not introduce any malicious or harmful code, or inappropriate or inaccurate content, materials, links, advertising or services, or those that infringe on the intellectual property rights of any third parties. Without limitation of the foregoing, Licensee will not: (i) transmit or share identification or password codes to persons other than authorized users (ii) permit the identification or password codes to be cached in proxy servers and accessed by individuals who are not authorized users, or (iii) permit access to the Services through a single identification or password code being made available to multiple users on a network. D. Licensor will provide 50GB of space on the Database server for Licensee to use for storage of data applicable to their use of the Services. If Licensee requires additional space, Licensee may request additional storage space for an additional monthly fee of $100 per each additional 50GB of space. 3. Price and Payment A. Monthly Fees Licensee will pay Licensor the following Monthly fees as outlined below for the license of the Services. Monthly invoicing will begin on a prorated basis once Licensee has access to the platform. Service Monthly Price Airline Choice Gate Pass Solution w/ Visitor Pass Portal • Includes Airline Choice Gate Pass Core (Admin & Agent Issued Gate Passes) for up to 10 licenses • Includes up to 1,500 issued passes/mo. • Includes Responsive Visitor Pass Site, Branded with PSP logos and colors • Application Delivery & Hosting • 24x7 Support • System Updates & Maintenance $3,000.00 Monthly $3,000.00         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 B. One Time Fees A onetime setup and configuration fees (NRC) are applicable based on the rate tables included below. Onboarding Fees Price Airline Choice Gate Pass Onboarding • Includes system setup, TSA testing & certification for Secure Flight • Includes Online Visitor Pass Portal Branding, Customization and Implementation • Email & HTML Template Setup & Branded Pass • Remote configuration & training $8,500.00 Digital Signature & Mobile Barcode for TSA • Creation of digital signature and public key for TSA Desko Scanners • Generation of samples to be provided to TSA & Desko • Coordination between airport, TSA and other parties involved for scanner deployment schedule. • Timelines to be provided by TSA for next cutoff date on for scanner firmware upgrade $3,500.00 In addition, any applicable fees as outlined below. Licensor reserves the right to modify or waive certain fees at its discretion or prior agreement. Item Cost Visitor/Gate Pass Modification (after initial design for go live) $500.00 CUTE Airport Remote Install & Support (Per Airport) $2,000.00 CUSS Kiosk Remote Install (Per Airport) / SSBD Remote Install (Per Airport) (Per Platform) $1,500.00 Online Training (Per Hour)$150.00 Training at Airline Choice Headquarters (Per Day) $500.00 Onsite Rate for Training or Deployment (Per Day, Excluding Expenses) $1,250.00         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 Pricing is confidential and intended only for City of Palm Springs. All pricing is in USD. Terms are Net 30 unless otherwise mutually agreed upon on a per invoice basis. C. Pricing Exclusions - Does Not Include any Hardware or Data Connectivity unless otherwise specified - Common Use Certification Fees - Any Government Certification or Connection Fees if required - Any customization outside of the scope of this agreement - Any other service or product not explicitly referenced in this agreement 4. Technical Support Licensor will supply telephone support regarding the Services to Licensee on a reasonable and necessary basis during normal weekday business hours, excluding legal holidays. Additionally, Licensor will, if necessary, provide reasonable support to Licensee through electronic and/or written correspondence. Licensor will supply telephone and/or email support to Licensee regarding the Services on a reasonable and necessary basis to Client 24 hours a day, seven days a week. Technical support is described in detail on the attached Exhibit A (Service Level Agreement). 5. Term and Termination A. The initial term of this Agreement will commence the day the web interface for the Services is accessible via the Internet, (within a commercially reasonable time after payment is received) and will continue for a period of one (1) year. Thereafter this Agreement will be annually reviewed and accepted by Licensee prior to renewal for successive one (1) year periods. Either party can give the other party with no fewer than ninety (90) days notice of its intent not to renew, or unless terminated earlier under the terms contained within this Agreement. B. Either party may terminate this agreement for material breach, provided, however, that the terminating party has given the other party at least ninety (90) days written notice of and the opportunity to cure the breach. Termination for breach will not preclude the terminating party from exercising any other remedies for breach. C. Either party may terminate this agreement at any time for convenience, and without incurring any obligation, liability or penalty by reason of such termination, on giving the other party at least thirty (30) days’ prior written notice of such termination. 6. Ownership of Intellectual Property Title to any proprietary rights in the Services will remain in and be the sole and exclusive property of Licensor. Licensee will be the owner of all its data and other content created and posted by Licensee.         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 7. Confidentiality A. Licensee acknowledges that the Services and other data on Licensor's application server embodies logic, design and coding methodology that constitute valuable confidential information that is proprietary to Licensor. Licensee will safeguard the right to access the Services and other software installed on Licensor's application server using the same standard of care that Licensee uses for its own confidential materials, but not less than a reasonable standard of care. B. All data pertaining to Licensee disclosed to Licensor in connection with the performance of this Agreement and residing on Licensor's application server will be held as confidential by Licensor and will not, without the prior written consent of Licensee, be disclosed or be used for any purposes other than the performance of this Agreement. Licensor will safeguard the confidentiality of such data using the same standard of care that Licensor uses for its own confidential materials, but not less than a reasonable standard of care. This obligation does not apply to data that: (i) is or becomes, through no act or failure to act on the part of Licensor, generally known or available; (ii) is known by Licensor at the time of receiving such information as evidenced by its written records; (iii) is hereafter furnished to Licensor by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by Licensor as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by Licensee. Further notwithstanding the forgoing, disclosure of data will not be precluded if such disclosure: (i) is in response to a valid order of a court or other governmental body of the United States; (ii) is otherwise required by law; or (iii) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. 8. Warranty and Disclaimer Licensor warrants the Services are developed and will be provided in conformity with generally prevailing industry standards. Licensor warrants that its security measures conform to prevailing industry standards and US regulatory requirements. Licensor does not warrant that the Services are error free. Licensee is not responsible for the acts of third parties. Licensee must report any material deficiencies in the Software or Services to Licensor in writing within thirty (30) days of Licensee's discovery of the defect. Licensee’s sole and exclusive remedy for the breach of the above warranty will be for Licensor to provide access to replacement Software within a commercially reasonable time and credit for unreasonable downtime. THESE WARRANIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 9. Limitation of Liability, Indemnification Except for the obligation to indemnify against third party claims, neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use of the Services, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Licensee will indemnify and hold Licensor harmless against any claims, loss, costs or expenses incurred by Licensor arising out of or in conjunction with Licensee's breach of this Agreement. Licensor's total liability under this Agreement with respect to the Services, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Licensee to Licensor during the term of this agreement. 10. Compliance with Law Including Export Control Licensee agrees to use the Services in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of Licensor, negatively reflect on the goodwill or reputation of Licensor and shall take no actions which would cause Licensor to be in violation of any laws, rulings or regulations applicable to Licensor and the Services in the United States and in any jurisdiction in which Licensee operates. The United States and certain other jurisdictions control the export of products and information. Licensee agrees to comply with all such applicable restrictions and not to export or re-export the Content (including any software or the Services) to countries or persons prohibited under the United States or other applicable export control laws or regulations. If Licensee accesses and downloads information from Licensee’s site (including accessing the software or the Services), Licensee represents that Licensee is not in a country where such export is prohibited and is not a person or entity to which such export is prohibited. Licensee is solely responsible for compliance with the laws of Licensee’s local jurisdiction and any other applicable laws regarding the import, export, or re-export of any content on Licensee’s site (including any software or the Services). Nothing in the Data Protection Clause or EU Model Clauses incorporated into this Agreement shall be construed to require MIS Choice to take any action or provide any service other than the services described in the Service Level Agreement. Licensee acknowledges that it remains in sole ownership and control of any data it enters. Licensor’s only access to and responsibility for data is for purposes of system maintenance. 11. Relation of Parties Nothing in this Agreement will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. 12. Non-assignment Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party, and such consent will not be unreasonably withheld. This Agreement will inure to the benefit of, and be         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein. 13. Choice of Law and Arbitration This Agreement shall be construed and governed in accordance with the law of California and the United States without regard to its rules on conflict of laws. The United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply. With the exception of Licensor’s right to seek injunction relief for misuse or misappropriation of its intellectual property, all disputes arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. Licensee agrees that this arbitration provision is reasonable and consents to arbitration as the sole means of resolving disputes arising under this Agreement. The arbitration will be held in Riverside County, California. The Arbitrator will be chosen by agreement of the parties, provided however, if the parties cannot agree on an arbitrator within sixty (60) days after declaration of an impasse in a dispute, the arbitrator will be chosen by Licensor’s counsel. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. The Arbitrator will not have authority to invalidate any provision of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction. If this Agreement is translated, the English language version shall control in the event of any inconsistency between the translations. 14. Attorneys' Fees If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs. 15. Severability If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect. 16. Force Majeure Licensor shall not be held responsible for any delay or failure in performance of any part of this Agreement because of cause or circumstance beyond its control such as acts of God; acts of civil or military authorities; legislative, executive, or judicial acts of governmental entity; government regulations; embargoes; epidemics; war; terrorist acts; riots; insurrections; fires; explosions; earthquakes; nuclear accidents, floods, or other major environmental disturbances; power blackouts; strikes; or from any other cause of whatsoever kind arising without its actual fault (collectively, "Force Majeure Conditions"). In the event of a Force Majeure Condition, both parties shall cooperate as appropriate to minimize the impact of such Force Majeure Condition.         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 17. Waiver and Modification The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto. 18. Security All communications and data are provided using secure encryption where applicable. Access to sensitive security information (SSI), as defined by The Department of Homeland Security (TSA) and covered by 49 CFR Part 1520 restrictions, is made available only to authorized personnel, to the best of our abilities to ensure security of sensitive data. No SSI data is available in an unencrypted form on any publicly accessible system and no pathway is available to secure systems. 19. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein. ***Signature Page to Follow***         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives. Provider “Licensor” MIS Choice, Inc. Authorized Representative: Print Name: Title: Date: Client “Licensee” City of Palm Springs Signer 1 Signer 2 Signer 3 Signature Print Name Title Date Airport Executive Director City Attorney City Clerk                 DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD 8/2/2023 Harry Barrett Jr.Jeffrey Ballinger 8/2/2023 8/2/2023 Brenda Pree MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 EXHIBIT A: SERVICE LEVEL AGREEMENT This Service Level Agreement ("Agreement") sets forth the details regarding the level of service and technical support for Airline Choice DCS (the "Application") that apply when your account is in good financial standing. 1. Downtime A. For purposes of this Agreement, a Unit of Downtime is one period of at least 15 minutes during which the Application is unavailable because of problems with or the unscheduled maintenance of our hardware or system software. Downtime does not include (i) problems caused by factors outside of our reasonable control, (ii) problems resulting from any actions or inactions by you or any third party, (iii) problems resulting from your equipment and/or third party equipment not within our sole control, or (iv) network unavailability during scheduled maintenance of our network and/or servers. Unscheduled downtime units of one (1%) percent or less of total scheduled operational time will be deemed to be reasonable. B. Our servers connect to the Internet through redundant high-speed connections on diverse backbones, ensuring data delivery to the end user in a quick and efficient manner. In any calendar month, we guarantee that Downtime will not exceed 2 Units of Downtime excluding, however, regularly scheduled maintenance. Any regularly scheduled maintenance with 48 hours notice will be performed during the hours of _18:00-0330 GMT. Licensee must notify Licensor within 24 hours prior if a conflict of time needs to be addressed. We work to ensure the functioning of all network infrastructures through continuous monitoring using both automated and manual procedures. C. If Downtime exceeds 2 Units of Downtime in any calendar month, MIS Choice will, upon your written request, credit your account (a "Downtime Credit") in an amount equal to the pro-rata price for one (1) day of service, for each Unit of Downtime as that term is defined herein. D. To receive Downtime Credit, you must request such credit by sending an email to acct@mischoice.com within seven (7) days after the occurrence of Downtime. The aggregate maximum number of Downtime Credits to be issued for any and all instances of Downtime occurring in a single calendar month will not exceed seven (7). Downtime Credits will be applied upon issue of the first invoice following the request for Downtime Credit, unless the Downtime occurs in your final month of service. In such case, a refund for the dollar value of the Downtime Credit will be mailed to you within thirty (30) days of the expiration of your service agreement. 2. Technical Support A. A member of our technical support help desk staff will be available to assist you with problems and questions regarding the Application. We will supply telephone and/or email support to you regarding the Application Airline Choice DCS.         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 B. Methods for Reporting an Incident There are two (2) options available when reporting an incident: • Email the Help Desk at Help@airline-choice.com - available 24/7 • call the Help Desk at +1 224 265 8020, option 1 - available 24/7 C. Customer Responsibilities In order to facilitate the support process Client shall be expected to: · Report incidents immediately upon discovery. · Provide detailed information regarding service requests. · Site Name · Computer Name · Error Code or Message · What was done prior to the error occurring, description should be as specific as possible. · Make every effort to be available to communicate with a Support technician if required. · Provide consent for a Support technician to access the computer remotely when requested. · Notify the Help Desk at least 48 hours in advance of any pre-determined required assistance. D. Remote Access & Management: Depending on the availability of the technical resources, Help Desk staff will make every effort to resolve issues at the time of the service call by using remote access tools. This will allow a Help Desk Technician to access the caller’s desktop remotely for the purpose of expediting the resolution of the call. The caller can view the activity on the local monitor as it occurs. The Help Desk may request and receive the caller’s consent before accessing the machine remotely. E. Support Hours - Airline Choice HelpDesk is available Monday – Friday 06:00 – 18:00 Central Standard Time. Support provided during these hours is considered “Standard Support”. Support provided outside of these hours is considered “Afterhours Support”. Afterhours work may be considered billable if the afterhours support line is abused for non-system emergencies and will be billed at the discretion of MIS Choice at the current billable Afterhours rate. F. Afterhours Support -MIS Choice offers a 24 hour hotline dedicated for critical incidents. This Hotline is reserved for Priority Levels 3 (Normal), 4 (High) and 5 (Critical) incidents only. MIS Choice grants this as a privilege to all customers and will provide this information during implementation. Priority levels may be changed at the discretion of MIS Choice support staff. ***Incident Priority Matrix to Follow***         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD MIS CHOICE, INC. Airline Choice DCS - City of Palm Springs Confidential ©MIS Choice, Inc. This document is for the exclusive use of the licensee as outlined in this agreement who agrees not to divulge any contents in this document to any third party without the express permission of MIS Choice, Inc. Services & License Agreement Proposal ID AC 5688 June 5, 2023 G. Incident Priority Matrix Incident and Response Time Priority Description Response Time Resolution Time* Scheduled (1)Software patches. Bug fixes. Installion (scheduled). Feature requests and preventive maintenance. Best Effort Variable - dependant upon scope of the request and the scheduled resolution. Low (2)Inquiry. Any incident on a test, demo or beta platform. Next Business Day Best Effort Normal (3)Failure isolated to one device. Security patches. Installation assistance. 0 - 4 hours < 1 business day High (4)Total failure of all devices, isolated to one site. 0 - 1 hours < 4 hours Critical (5)Total failure of all devices across multiple sites. 0 - 0.5 hours < 2 hours *Due to the nature of technology resolution times cannot be guaranteed. Times are an estimate based on average time to resolve similar incidents. A resolution is defined as a permanent fix or a temporary fix (workaround). The resolution timer begins once the incident has been reported using the methods defined in this Agreement. Client may receive a quarterly report of all incidents and Service Level Measurements upon request.         DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD     '$$    &)$    *$%+' .%&&( &*) ,$&$  .%,(+*-$%')$  !                  # (!* !"#!$##!#$#(##$#!%($&#$!$"#!(!%/ !#%###&"!% #!#$##""! $"#"# #!"!##$!#("#!#-.+%&!&#$!#!!!#") ! !#!""!!#&##)&% !#!"&# !" #!#!!# &$!##"$""#($!!#+ $!& '#"%"!")&!$!!#(#""!%!%!&#"# #)""!%#"&"!% #!!%$!#%##! ,#!%!""##"#!!#!!#+!!#%"#!"## "#&!"$#"$##!)!!("!$)&%!!!#&# !$!#%##,#!%%$"-#""! $"#".+ "#!!")  "" !#! ! DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 7/10/2023 Joseph M Wiedemann & Sons Inc 505 E. Golf Road, Suite A Arlington Heights IL 60005 Joseph M Wiedemann & Sons Inc 847-228-8400 847-228-8505 certificates@jmwsons.com Lloyd's of London 15792 MISCHOI-01 Allmerica Financial Benefit 41840MIS Choice, Inc. 300 N. Martingale Road Suite #250 Schaumburg IL 60173 Hanover Insurance Co.22292 Admiral Insurance Co.24856 Crum & Forster Specialty Ins. Co 31348 1268996878 A X 5,000,000 X 250,000 X 1,000 10,000 5,000,000 5,000,000 Y ESK0539434262 3/8/2023 3/8/2024 5,000,000 B 2,000,000 X X X AWC9882788 3/8/2023 3/8/2024 C X N WHC9882758 3/8/2023 3/8/2024 1,000,000 1,000,000 1,000,000 D E Errors & Omissions/Cyber E&O/Cyber Excess EO000059312 EOL240267 3/8/2023 3/8/2023 3/8/2024 3/8/2024 Retention $10,000 Retention $10,000 $2,000,000 $1,000,000 Palm Springs International Airport is listed as additional insured with respects to General Liability on a primary non-contributory basis when required by a written contract or agreement. Waiver of Subrogation applies in favor of additional insured on Cyber Liability. Should any of the policies be cancelled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named. Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs CA 92262 DocuSign Envelope ID: 6233D633-8AD5-46B2-94BD-E341A04D6FDD