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HomeMy WebLinkAbout24S072 - MK Solutions, IncCONTRACT 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) Libsoft Plus Software Subscription Agreement MK Solutions, Inc Markus Flory markus.flory@mksolutions.com LibSoft Plus Software Annual Renewal (Amendment #1; Adding 3-years term and compensation) $4,038.36 + $12,723 = $16,770.36 4 Years: January 1, 2024 - December 31, 2027 N/A Markus Flory: markus.flory@mksolutions.com Kristine Wheeler: Kristine.wheeler@mksolutions.com Information Technology Larry Klingaman N/A 24S072 #1 Yes Yes Yes Department - Yes Cumulative Spend $24,553.98 1/13/2025 Rene Sanchez Docusign Envelope ID: FB50765A-A927-49E0-9CE2-5A1451E2B76D Page 1 of 5 Revised: 10.31.23 AMENDMENT NO. 1 TO THE LIBSOFT PLUS SOFTWARE SUBSCRIPTION AGREEMENT (24S072) BETWEEN THE CITY PALM SPRINGS AND MK SOLUTIONS, INC. 1. Parties and Date. This Amendment No. 1 to the LibSoft Plus Software Subscription Agreement is made and entered into as of this 7th day of January, 2025, by and between the City of Palm Springs (“City”) and MK Solutions, Inc., a Delaware Corporation with its principal place of business at 75 Acco Drive, Suite A-3, York, PA 17402 (“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 “Libsoft Plus Software Subscription Agreement” dated March 28, 2024 (“Agreement”) for the purpose of retaining the services of Contractor to provide LibSoft Materials Handling software for an amount of $4,038.36 and a term of January 1, 2024 to December 31, 2024. 2.3 Amendment. The City and Contractor desire to amend the Agreement to extend the term of services for three years and add additional compensation. 2.4 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section XI of the Agreement. 3. Terms. 3.1 XI. Term. Section XI of the Agreement is hereby amended in its entirety to read as follows: "XI. Term. This agreement begins on the January 1, 2024 through December 31, 2027 and may be extended by mutual agreement of the Parties (the "Term")." “Exhibit B is attached hereto and incorporated herein by reference for an additional 3- year term in the amount of $12,723 for a new not to exceed amount of $16,770.36.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they Docusign Envelope ID: FB50765A-A927-49E0-9CE2-5A1451E2B76D Page 2 of 5 Revised: 10.31.23 have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 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. 1 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: FB50765A-A927-49E0-9CE2-5A1451E2B76D Page 3 of 5 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND MK SOLUTIONS, 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: FB50765A-A927-49E0-9CE2-5A1451E2B76D 1/14/2025 1/22/2025 1/27/2025 Page 4 of 5 Revised: 10.31.23 Exhibit B: LibSoft Software 3-Year Renewal for Term: 1/1/25 – 12/31/27 Docusign Envelope ID: FB50765A-A927-49E0-9CE2-5A1451E2B76D Page 5 of 5 Revised: 10.31.23 Docusign Envelope ID: FB50765A-A927-49E0-9CE2-5A1451E2B76D 01/18/2024 Summit First Insurance, LLC 30 Tower Lane Suite 135 Avon CT 06001 Dalton Boyd (800) 475-0991 (972) 341-2299 dboyd@yoursummit.com Mk Solutions, Inc. 75 Acco Dr Ste a-3 75 Acco Drive Suite A-3 York PA 17402 Hartford Casualty Insurance Company 29424 Rated by Multiple Companies 00914 Hartford Fire Insurance Company 19682 CL2411804494 A Y 02SBAAK0485 02/27/2024 02/27/2025 1,000,000 500,000 10,000 1,000,000 2,000,000 2,000,000 Non-owned 1,000,000 A Y 02SBAAK0485 02/27/2024 02/27/2025 1,000,000 A 10,000 Y 02SBAAK0485 02/27/2024 02/27/2025 2,000,000 2,000,000 B 02WBCEI2027 02/27/2024 02/27/2025 1,000,000 1,000,000 1,000,000 C Contractors Equipment 02MSAY8528 02/06/2024 02/06/2025 Equipment Limit $250,000 Common Carrier $500,000 Certificate holder including The City of Palm Springs, its officials, employees and agents are named as an additional insured. This insurance is primary and non-contributory. 30 days written notice of cancellation is applicable with 10 days notice of non-payment City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs CA 92262 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 Docusign Envelope ID: FB50765A-A927-49E0-9CE2-5A1451E2B76D CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$161.00 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:mk Solutions Inc DBA: Owner:mk Solutions Inc. Mailing Address:75 Acco Drive Suite A-7 YORK, PA 17402 License Number:OC-002542-2023 Expiration Date:09/30/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:75 Acco Drive Suite A-3, York, PA 17402 Business Description:Library Automation Equipment TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: FB50765A-A927-49E0-9CE2-5A1451E2B76D 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) Libsoft Plus Software Subscription Agreement-Annual renewal MK Solutions, Inc Markus Flory markus.flory@mksolutions.com LibSoft Plus Software Annual Renewal for 2024 $4,038.36 (Cumulative Total: $11,821.98) January 1, 2024 - December 31, 2024 Markus Flory: markus.flory@mksolutions.com Kristine Wheeler: Kristine.wheeler@mksolutions.com Information Technology Larry Klingaman N/A 24S072 N/A Yes Yes Yes Procurement - Yes Sole Source Letter 3/28/24 Rene Sanchez DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF info@mksolutions.com www.mksolutions.com Page 1 of 13 Exhibit A of mk Sales Contract (V2.0) Software Subscription Agreement (SSA) Number 24S072 March 28, 2024 Between: mk Solutions, Inc. 75 Acco Drive, Suite A-3 York, PA 17402, USA Referred herein as "Vendor." And: Palm Springs Public Library 300 S. Sunrise Way Palm Springs, CA 92262 USA Referred herein as "Subscriber." In this Agreement, executed on this 28th day of March, 2024, (“Effective Date”). Vendor agrees to provide its software as a service to Subscriber on the following terms. I. Grant of License to Access and Use Service Vendor hereby grants to Subscriber, including to all Subscriber's Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use Vendor’s software (the “Service”) solely for Subscriber's internal business operations, as set forth in this Agreement. II. Support Services Initial Support. For the 60-month period beginning on the Effective Date, and at Vendor's own expense, Vendor shall provide Subscriber with telephone or electronic support during hours per Exhibit B in order to help Subscriber locate and correct problems with the Service and any related software. Renewed Support. After the initial support period, January 1, 2024 to December 31, 2024, Subscriber may elect to renew Vendor's support services under this paragraph for additional 12- month periods, at Vendor's then-current service rates. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 2 of 13 III. Fees Subscriber shall pay Vendor an annual subscription fee as set forth in the mk proposal (the "Subscription Fee") for the software service provided under this agreement. IV. Payment Subscriber shall pay the annual Subscription Fee to Vendor no later than on the first day of each calendar year or for the first-year pro-rated no later than the first day of the Effective Date, in immediately available funds, and to the account shown on Vendor’s invoice. Taxes: Payment amounts under this agreement do not include any applicable sales taxes, and Subscriber shall pay all sales taxes applicable to payments between the parties under this agreement. Interest: Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1% per month (12.68% annually) or the maximum allowed under state law, whichever is less. V. Service Levels Applicable Levels. Vendor shall provide the Service to Subscriber with a System Availability of at least 98% during each calendar month for hosted environments Vendor provides. If Subscriber provides System components (i.e. server, virtual machines, computers, network, etc.) the availability level depends on Subscriber. System Maintenance. Vendor may take the Service offline for scheduled maintenances. Vendor will schedule maintenance with a two (2) weeks’ advanced written notice to Subscriber. Notwithstanding the foregoing, Vendor will make its best effort to schedule maintenance during times which would have the least impact on Subscriber or its use of the Service. VI. System Availability Definition Percentage of Hours per Month. "System Availability" means the percentage of hours in a month that the key components of the Service are operational. Not Included in "System Availability.” "System Availability" will not include any hours of downtime resulting from: • scheduled maintenance, • events of force majeure, • malicious attacks on the system, • issues associated with Subscriber's computing devices, local area networks or internet service provider connections, or • Vendor's inability to deliver services because of Subscriber's acts or omissions. VII. Data Protection and Privacy Both Vendor and Subscriber shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the disclosing party's Data. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 3 of 13 Vendor may only collect, use and process the Subscriber data required to provide adequate services as set forth by the terms of this Agreement. If Vendor hosts services on Vendor’s hardware, Subscriber can request for a payment of $250.00 per copy. Vendor shall deliver to Subscriber a full back-up of Subscriber's Data, in a format the parties agree on in writing. Vendor may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service, but only if such information does not identify the data as Subscriber's or otherwise include Subscriber's name. VIII. Ownership of Intellectual Property Ownership. Vendor is the exclusive legal owner of the Service, including all Intellectual Property included in the Service. Status of Licensed Intellectual Property. Vendor has properly registered and maintained all Intellectual Property included in the Service and has paid all applicable maintenance and renewal fees. Retention by Vendor. Vendor will retain all interest in and to the Services, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including Vendor 's name, logos. and trademarks reproduced through the Service. IX. Mutual Representations Capacity. The parties have the authority and capacity to enter into this agreement. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement. No Breach or Violation. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under that party’s articles, bylaws, or constitutional provisions, ordinances, regulations or any Law to which it is subject, or any judgment, Order, or decree of any Governmental Authority to which it is subject, or any agreement to which it is a party or by which it is bound. Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to own, lease, and operate its properties, and conduct its business as it is now carried on. No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement. No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up. X. User Obligations Hardware Obligations. Subscriber shall be responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and is responsible for paying all third-party access charges incurred while using the Service. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 4 of 13 Anti-Virus Obligations. Subscriber shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses"). Subscriber's Use of Services. Subscriber shall abide by all local and international laws and regulations applicable to its use of the Service, use the Service only for legal purposes, and comply with all regulations, policies and procedures of networks connected to the Service. Restricted Uses. Subscriber will not (1) upload or distribute of any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service; (2) modify, disassemble, decompile, or reverse engineer the Service; (3) probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service; (4) take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service; (5) copy or reproduce the Service; (6) access or use any other clients' or their users' data through the Service; (7) maliciously reduce or impair the accessibility of the Service; (8) use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material, or (9) transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability. XI. Term This agreement begins on the January 1, 2024 through December 31, 2024 and may be extended by mutual agreement of the Parties (the "Term"). XII. Termination Termination on Notice. Either party may terminate this agreement for any reason on six (6) months’ notice to the other party. Termination for Material Breach. Either party may terminate this agreement with immediate effect by delivering written notice of the termination to the other party, if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues for a period of ten (10) business days after the injured party delivers written notice to the breaching party reasonably detailing the breach. Termination for Failure to Pay. Vendor may terminate this agreement with immediate effect by written delivering notice of termination to Subscriber if Subscriber fails to timely pay the annual Subscription Fee ten (10) business days after receiving a final notice to pay the annual Subscription Fee from Vendor. Effect of Termination Refund Amounts. Vendor shall immediately refund to Subscriber any prepaid Subscription Fees covering the remainder of the term of all subscriptions after the effective date of termination. Payment Outstanding Amounts. Subscriber shall immediately pay to Vendor all undisputed amounts outstanding as of the date of, and as a result of, termination. Discontinuance of Use. Subscriber shall cease all use of the Service upon the effective date of the termination. Recovery of Data. Subscriber will have thirty (30) days from the date of termination to retrieve any of data that Subscriber wishes to keep. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 5 of 13 XIII. Indemnification Scope of Indemnification: Vendor shall indemnify Subscriber against losses arising solely from third- party claims that the Services, as provided by Vendor and used in accordance with this agreement, directly infringe upon the third party's Intellectual Property rights. Conditions for Vendor's Indemnification: Vendor will indemnify Subscriber under this section only if: a. Subscriber’s use of the Services complies with this agreement; b. The infringement was not caused by Subscriber modifying the Services without Vendor's written consent; and c. The infringement was not caused by Subscriber combining the Services with products not supplied by Vendor without Vendor's written consent. Control Over Defense: Vendor shall have the right to control the defense and settlement of any claims subject to indemnification under this section, provided that any settlement is subject to Subscriber's reasonable approval, not to be unreasonably withheld or delayed. Mutual Indemnification - Excluding Willful Misconduct: Each party shall indemnify the other against losses arising out of any proceeding brought by a third party, excluding losses resulting from the indemnifying party's willful misconduct or gross negligence. Subscriber's Responsibilities: Subscriber shall promptly notify Vendor of any claims for which indemnification may be sought, and Vendor's indemnification obligation shall be conditioned on Subscriber providing reasonable cooperation in the defense of such claims. XIV. Notice and Failure to Notify Notice Requirement. Before bringing forth a claim for indemnification, the indemnified party shall notify the indemnifying party of the indemnifiable proceeding, and deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding. Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure. Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section. XV. Limitation on Liability Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement. Maximum Liability. Vendor 's liability under this agreement will not exceed the fees paid by Subscriber under this agreement during the 12 months preceding the date upon which the related claim arose. XVI. General Provisions DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 6 of 13 Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement, represent the expression of the parties' intent relating to the subject matter of this agreement, contain all the terms the parties agreed to relating to the subject matter, and all of the parties' previous discussions, understandings, and agreements relating to the subject matter of this agreement. Counterparts: This Agreement may be executed, including electronically, in one or more counterparts, each of which when so executed shall be deemed an original and constitute one and the same instrument. If this Agreement is executed in counterparts, then it shall become fully executed only as of the execution of the last such counterpart called for by the terms of this Agreement. Amendment. Vendor may not amend any of the terms and conditions of this agreement that have a substantive effect on Subscriber’s rights without reasonable written notice and consent by Subscriber, which shall not be unreasonably withheld. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent. Notices. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, or (iv) electronic mail to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section, as follows: For Vendor: Markus Flory, President mk Solutions, Inc. 75 Acco Drive, Suite A-3 York, PA 17402, USA markus.flory@mksolutions.com For Subscriber: Palm Springs Public Library 300 S. Sunrise Way Palm Springs, CA 92262 USA Notwithstanding the foregoing, the parties agree that all notices affecting the legal rights and responsibilities of the parties (e.g., notices of default, notices of termination, requests for indemnification) shall initially be sent via electronic mail. If confirmation of receipt for such email is not received within 2 business days from the date it was sent, the notice shall then be sent by first class registered or certified mail, in addition to the initial electronic mail transmission. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 7 of 13 Receipt of Notice. A notice given under this agreement will be effective on the other party's receipt of it, or if mailed, the earlier of the other party's receipt of it and the third business day after mailing it. Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of California, with venue situated in Riverside County, California, without regard to its conflict of laws rules. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable. Waiver Affirmative Waivers. Neither party's failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party's rights. Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it. No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations which arose prior to the Force Majeure event. XVII. Relationship of the Parties No Relationship. Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties. No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner. Cooperation. Subscriber will reasonably cooperate with any of Vendor’s service outages, security problems, and any suspected breach of the Agreement. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. XVIII. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. XIX. Definitions "Authorized Users" means library staff and library patrons, depending on the software subscription in place. "Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in Pennsylvania are not open for business. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 8 of 13 "Data" means all of the data Subscriber creates with or uses with the Service, or otherwise related to Subscriber's use of the Services. "Intellectual Property" means any and all of the following in any jurisdiction throughout the world: a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing, b) copyrights, including all applications and registrations related to the foregoing, c) trade secrets and confidential know-how, d) patents and patent applications, e) websites and internet domain name registrations, and f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). "Person" includes. a) any corporation, company, limited liability company, partnership, governmental authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and b) any individual. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 9 of 13 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND MK SOLUTIONS, 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: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF 4/3/2024 4/3/2024 4/3/2024 Page 10 of 13 EXHIBIT A Subscriber shall pay Vendor an annual subscription fee for the software service provided under this agreement: Contract Number / PO (if applicable): Vendor’s Proposal and/or Sales Order Proposal # 72419 dated Jan. 2, 2024 Subscriber agrees to the following pricing, per mk proposal: (if applicable, taxes will be added in invoice) Subscriber may add more hardware in the future. Pricing will then be adjusted accordingly. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 11 of 13 DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 12 of 13 EXHIBIT B SERVICE & SUPPORT Vendor shall provide Subscriber remote support during the following support hours*. Monday to Friday 8:00 AM – 8:00 PM (EST) Saturday 10:00 AM – 3:00 PM (EST) *Hours may differ on major holidays and remote on call service is available for hard downs. Premium Service Support 1. Premium Support Services Premium Services Support ("Premium Support") services entitles the Subscriber to the following: a) Telephone or electronic support in order to help the Subscriber locate and correct problems with the Software. b) Bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications. c) All extensions, enhancements and other changes that the Company makes or adds to the Service and which the Company offers, without charge, to all other Subscribers of the Service. d) Only authorized persons by the Subscriber that will have access to support services and approved by the library’s single point of contact. 2. Response and Resolution Goals Severity 1: The Production system / application is down, seriously impacted and there is no reasonable workaround currently. Upon confirmation of receipt, Vendor will begin continuous work on the issue, and a Subscriber resource must be available at any time to assist with problem determination. Once the issue is reproducible or once Vendor identifies the Software defect, the Company support will provide reasonable effort for workaround or solution within 24 hours. Severity 2: The system or application is seriously affected. The issue is not critical and does not comply with the Severity 1 conditions. There is no workaround currently available or the workaround is cumbersome to use. Vendor will work during normal business hours to provide reasonable effort for workaround or solution within 7 business days, once the issue is reproducible. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Page 13 of 13 Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround. Vendor will work during normal business hours to provide reasonable effort for workaround or solution within 10 business days, once the issue is reproducible. Severity 4: Non-critical issues. Vendor will seek during normal business hours to provide a solution in future releases of the Service. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF 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:mk Solutions Inc DBA: Owner:mk Solutions Inc. Mailing Address:75 Acco Drive Suite A-7 YORK, PA 17402 License Number:OC-002542-2023 Expiration Date:09/30/2024 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:75 Acco Drive Suite A-3, York, PA 17402 Business Description:Library Automation Equipment TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF 01/18/2024 Summit First Insurance, LLC 30 Tower Lane Suite 135 Avon CT 06001 Dalton Boyd (800) 475-0991 (972) 341-2299 dboyd@yoursummit.com Mk Solutions, Inc. 75 Acco Dr Ste a-3 75 Acco Drive Suite A-3 York PA 17402 Hartford Casualty Insurance Company 29424 Rated by Multiple Companies 00914 Hartford Fire Insurance Company 19682 CL2411804494 A Y 02SBAAK0485 02/27/2024 02/27/2025 1,000,000 500,000 10,000 1,000,000 2,000,000 2,000,000 Non-owned 1,000,000 A Y 02SBAAK0485 02/27/2024 02/27/2025 1,000,000 A 10,000 Y 02SBAAK0485 02/27/2024 02/27/2025 2,000,000 2,000,000 B 02WBCEI2027 02/27/2024 02/27/2025 1,000,000 1,000,000 1,000,000 C Contractors Equipment 02MSAY8528 02/06/2024 02/06/2025 Equipment Limit $250,000 Common Carrier $500,000 Certificate holder including The City of Palm Springs, its officials, employees and agents are named as an additional insured. This insurance is primary and non-contributory. 30 days written notice of cancellation is applicable with 10 days notice of non-payment City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs CA 92262 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 DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF mk Solutions, Inc. 75 Acco Drive, Suite A-3 York, PA 17402 - USA Phone +1 860 760 0438 info@mksolutions.com www.mksolutions.com March 28, 2024 City of Palm Springs Department of Information Technology 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 To Whom It May Concern, We are writing to officially confirm that mk Solutions Inc., a recognized leader in library innovation, specializes in the design, development, and manufacturing of unique products exclusive to the Library Industry. As part of our commitment to excellence, we create customized software solutions and are the sole manufacturer of our proprietary hardware. Our comprehensive software, combined with our exclusive hardware solutions, offers an unmatched experience for libraries seeking to streamline their operations and enhance user services. It is our privilege to share that the Palm Springs Library is currently utilizing our software, resulting in a cohesive and uniform system encompassing both hardware and software components. Centralized LibManager, a key feature of our solution, provides the library staff a centralized hub for visualizations, reporting, and modifications like no other. Our commitment to innovation and excellence ensures that you receive a tailored solution designed to optimize your library's performance and user experiences. mk SelfChecks The mk SelfChecks represent a state-of-the-art solution that distinguishes itself in several key aspects: • UL Listing: Our mk SelfChecks are fully UL listed, encompassing the entire product, not just individual components. This certification underscores our unwavering commitment to safety and quality. • Modular Design: The mk SelfChecks offers a modular system that includes integrated payment devices and stations, enabling libraries to customize their self-checkout experience to meet their unique needs. • Auto-Encoding Capability: Our system is equipped with the remarkable ability to auto -encode tags during the check-out process, eliminating the need for staff intervention and expediting the borrowing process. • Versatility: The mk SelfChecks are the only modular kiosks in the market that can seamlessly transition from Kiosk to Tabletop mode and back to Kiosk without requiring onsite assistance from an mk Technician, providing libraries with exceptional flexibility. • FDA Compliance: Even our fixed kiosk stands are FDA compliant, ensuring the highest standards of quality and safety across our entire product range. • Integration and Efficiency: Our self-checkout system supports the use of multiple patron cards and/or ILS (Integrated Library System) platforms on one unit, enabling real-time check-in and check-out within the appropriate ILS. • Efficient Printing: We have strategically integrated the printer within the hardware to facilitate natural printing and prevent paper jams, enhancing the overall user experience. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF mk Security Gates The mk Security Gates in combination with mk GateTracker software are a sole source product – manufactured, sold, and distributed exclusively by mk Solutions, Inc. • The gates are linked to each other and the associated software solution in LibManager, so the library can view status and run statistics all their security gates in one centralized location. • mk’s LiveCount is unlike other vendors where the staff can enter the maximum number of people allowed in the library at one time. Through the mk LiveCount software the library can monitor the number of people in the library in real time and have a real-time people count on their staff workstations and can visually see how many people are in the library. • Staff uses the mk LibManager software to easily modify colors of messages and capacity numbers accordingly. • Can be used in combination with a tablet or monitor at the security gates, staff will not need to stand at the entrances and exits to ensure the correct capacity limits. This product must be purchased directly from mk Solutions or via an authorized mk Solutions partner. mk Automated Material and Handling Systems / Sorting Systems mk AMHS/Sorting System is a sole source product – manufactured, sold, and distributed exclusively by mk Solutions, Inc. This product must be purchased directly from mk Solutions or via an authorized mk Solutions partner. The mk Solutions Sorting Systems are the only AMHS/Sorting Systems that are: • The only sole vendor to offer fully UL Certified sorting systems that do not necessitate special training or limited access to certified staff for hardware operation. This certification underscores our commitment to safety and ease of use. • Our AMHS boasts a fully enclosed system, ensuring that staff and patrons do not have access to moving parts. This critical safety feature promotes a secure library environment for staff and/or patrons. • Only AMHS that has been placed in the public areas of a library • Safest Sorting Systems in the industry greatly reducing the Library’s Risk and lowering liability. • mk systems seamlessly accommodate your library's current totes, eliminating the need for costly replacements. • The mk Manifest software feature facilitates the simultaneous check-in of multiple items with a single scan, providing real-time information on the status of ILS items, including those on hold • Modular system and can be expanded or reduced at any time • Uses an automatic hold slip applicator to apply hold slips to items and sort without any staff intervention • Offers eBins for enhanced comfort. • Option for libraries to change the receipt paper from inside or outside of the library • Includes a visual dashboard in the mk LibManager that highlights equipment status and sends notifications to staff, ensuring timely intervention. • mk technicians are fully trained on the solutions at the library and possess the requisite technical knowledge as well as details on account history that are necessary to support these products. • Other vendors may not have access to parts for the mk hardware and replacement parts will not have the same durability and can affect the operation of the hardware. • Purchasing additional equipment under the same agreement ensures consistent user and staff experiences, eliminating the need for learning new workflows and processes. DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF Currently, there are no other companies that make the same products with all the features as the mk software and hardware. mk Solutions warrants to its best knowledge that no other items or products on the market are available for purchase that would serve all the same purposes and/or functions as the mk software and hardware solutions. If you need more information or have questions, please contact us via email at bids.us@mksolutions.com. Sincerely, Markus Flory, President DocuSign Envelope ID: 652FDB0F-20CB-4E24-9EC3-E569632A3CDF