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HomeMy WebLinkAbout064400 - General - Contract - MK Solutions, IncCSC No. 64400 FORT WORTH.,, lro�� VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement') is made and entered into by and between the CITY OF FORT WORTH ("City'), a Texas home n le municipal corporation, acting by and through its duly authorized Assistant City Manager, and MK SOLUTIONS, INC ("Vendor'), a corporation, acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the `parties." 1. Scope of Services. Vendor shall provide a library materials dispenser for the Library Department ("Services'), which are set forth in more detail in Exhibit "A"— Scope of Services, attached hereto and incorporated herein for all purposes. 2. Term. The term of this Agreement is for one (1) year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date'), unless terramated earlier inaccmdancewiththis Agreement. City will have the option, inits sole discretion, to renew this Agreement under the same term and conditions, for up to four (4) one-year renewal option(s) (each a "Renewal Term'). Compensation. 3.1 Total compensation under this Agreement will not exceed two hundred twelve thousand four hundred dollars and zero cents ($212,400.00) for the initial term. Thereafter, the Agreement, if renewed, will include annual software maintenance services and costs in the amounts specified in Exhibit B but in no event greater than $18,308.00 unless modified by the parties in writing. 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit `B"— Payment Schedule, which is attached hereto and incorporated herein for all purposes. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreementat any time and for any reason by providing the other party with 30 days' written notice of termination. 42 Non-ADomoriation of Foods. In the event no funds or insufficient funds are appropriated by City in any fiscal period for my payments due hereooder, City will notify Vendor OFFICIAL RECORD CITYSECRETARY Vmdm Smim Agreement Fr. WORTH, TX Payer of l3 of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all records held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. Vendor Services Agreement Page 2 of 15 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY WILL NOT APPLYIF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S Vendor Services Agreement Page 3 of 15 INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISEAND TO SETTLE OR COMPROMISE ANYSUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MA TERIALL Y AD VERSEL Y RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALL YSUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MA Y SEEK ANYAND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coveraee and Limits Vendor Services Agreement Page 4 of 15 10.2 (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. Vendor Services Agreement Page 5 of 15 (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: I To VENDOR: City of Fort Worth mk Solutions, Inc Attn: Assistant City Manager Micheal Weiss, CEO 100 Fort Worth Trail 75 Acco Dr, Ste. A-3 Fort Worth, TX 76102 York, PA 17402 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Vendor Services Agreement Page 6 of 15 Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement, Exhibit A, and Exhibit B. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A and B, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the Vendor Services Agreement Page 7 of 15 matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration and Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such Vendor Services Agreement Page 8 of 15 as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31. Prohibition on Boycotting Energy Companies. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) (remainder of this page intentionally left blank) Vendor Services Agreement Page 9 of 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: bAn4l BrcN Gu7 By: Dana suBheon (Dec22oa 1aasnsc _ Name: Dana Burghdoff Title: Assistant City Manager Dale: 12/02/2025 VENDOR ink Solutions, Inc: Michael Weld By: Michael Weiss(Dee2.2M1fi51:21GMT+1L Name: Michael Weiss Title: CEO Date: FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: —,/L& By: Midori Clark (Dec 2,202513:52:12 CST) Name: Midori Clark Title: Library Director Attest. By: t soar°pa _ Name: Janette Goodall �f � �b10 Title: City Secretary $u pa$ ,4o44 Contract Authorization: M&C: 25-1032 Date M&C Approved: 11/11/2025 Form 12": 2025-1360910 vaaee seam Agrm 12/02/2025 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration ofthis contract, including ensuring all performance and reporting requirements. —NZ *WQ Ur By. April Jacquez(Dec 2, 202509:52:38 CST) Name: April Jacquez Title: Sr. Contract Compliance Specialist Approved as to Farm and Legality: By Name: Taylor Paris Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, T% rae<roores VY14TRIT A SCOPE OF SERVICES Vendor will provide the City with a materials dispensing unit (dispenser) to allow library customers to browse a limited selection of materials, check out materials, pick up and check out holds, and return checked out items. The dispenser must meet the following minimum criteria: Evaluation Criteria 1. Interface with Innovative Polaris ILS version 7.2 and higher 2. Physical environment a. Dimensions: i. Height. Up to 90" ii. Width. Up to 110" iii. Depth. Up to 50" b. Weight: i. Empty approximately3300 pounds ii. Loaded approximately4300 pounds c. Power requirements: i. 110V or 120V AC, 60Hz, 20A ii. The unit should include surge protection. d. Physical placement: i. A unit suitable for indoor use e. Noise level: i. The unit will not produce noise in excess of 50dB f. Vendor may wrap the machine with Library logo and other custom graphics. g. Provide delivery, site preparation, and setup requirements including: i. Electrical and network requirements ii. Connection and communication protocol with the Polaris ILS and the operating system iii. Machine dimensions and weight iv. Rear, front, and side clearances v. Indoor floor loading required vi. Time from order to delivery (with and without customized graphics) vii. Inside/Outside delivery and vendor -provided on -site setup. The facility may not have a loading dock. viii. Packing crate dimensions ix. Site preparation requirements for outdoor units. 3. Materials handling a. Unit will have an internal capacity of 150 — 250 items for holds and items available for checkout without expansion units. Vendor Services Agreement Page 11 of 15 b. Ability to optionally expand the machine capacity for items available for checkout and for holds. Describe expansion options. c. Ability to accept a variety of material formats (trade hardback, trade paperback, mass market paperback, DVD, Blu-Ray, etc.) d. Ability to accommodate items up to 32cm x 24cm x8cm. If not, state the maximum item size height, depth, and width in centimeters. e. Check out and check in materials via RFID tags. Communicate with RFID tags using ISO 18000-3 mode 1 and ISO 15693 air interface protocols. Existing RFID tags use SLI-1 and SLI-2 chips for data storage as defined in the industry standard ISO 28560 format. f. Ability to retrieve items via robotic arm or conveyor. g. Materials returned will be automatically checked in by readingthe RFID tag. Items that cannot be checked in will be separated for manual processing. 4. Data and authentication a. Barcode scanner that enabled patrons to check out and return items by scanning their library Codabar barcodes. Library cards do not use RFID. b. Ability to check out and return by entering library card number and PIN on a physical or emulated keypad c. User authentication methods i. The unit will allow patrons to authenticate by scanning the barcode on their library card, or manually providing their library card number on a digital keypad on the touchscreen. ii. The unit will be able to read 14 digit Codabar barcodes for both library cards and materials S. Human interface and accessibility a. Touchscreen: i. Size. 22" to 30" when measured diagonally inside the bezel ii. Resolution. At least 1920 horizontal pixels by 1200 vertical pixels iii. Durability. The pre -calibrated touch screen should have an anticipated life of no fewer than 5 years b. ADA compliant, including: i. Wheelchair accessibility ii. Interactive touch screen iii. Library card barcode reader iv. Materials retrieval v. Materials return c. Multilingual support: i. The unit will allow interacting with customers in both English and Spanish ii. Describe if the unit allows additional languages and how to enable them d. Customizable user interface that allows Library to write its own instructions, use its own terminology, and change graphics options including images and colors. Vendor Services Agreement Page 12 of 15 e. Ability for patrons to physically seethe items in the machine. If not, indicate how patrons search for and select materials f. Ability to display materials face -out or spine -out. Indicate capacity for each method. if face -out, indicate how patrons browse and access items behind the items in front g. Ability to print due date receipts h. Ability to print return / check -in receipts i. Items are checked in as they are returned, and patrons can receive a receipt itemizing returned items and the date j. Ability to provide access to library online catalog so patrons can check their Library account, search for items, renew items, and place holds k. Abilityto time limit customer interaction at the kiosk L. Ability to accept and dispense items that are held for patrons. Describe how this works 6. Itemized cost (purchase price, wrap, delivery, set-up, training, annual maintenance, customized features if recommended in Bid Response) 7. Staff processes a. Does not require a dedicated collection. Different materials can be put into the machine each time it is re -stocked. Describe the process. b. Ability to handle returned items that (1) were not checked out from the machine and/or (2) are not part of the Library's collection. Describe what happens to such materials. c. Easy staff access to re -stock materials and receipt paper. Describe staff access process. d. Abilityto monitor and manage the unit remotely i. Status of unit including automated notification of malfunctions ii. Items in stock iii. Number of items in the unit iv. Reporting capability 8. Maintenance and support a. Contact information, available hours, services included in standard maintenance and support, response times will be provided. b. Unit will include a minimum one-year full warranty with support, and the option for the City to purchase additional coverage. Vendor Services Agreement Page 13 of IS EXHIBIT B PAYMENT SCHEDULE $ 212,400.00 Award of contract $ 17,000.00 FY 27 Gold SEA & software maintenance $ 17,425.00 FY 28 Gold SEA & software maintenance $ 17,960.63 FY 29 Gold SEA & software maintenance $ 18,307.14 FY 30 Gold SEA & software maintenance $ 292,992.77 Vendor Services Agreement Page 14 of 15 City of Fort Worth, Texas Mayor and Council Communication DATE: 11/11/25 M&C FILE NUMBER: M&C25-1032 LOG NAME: 131225-0185 LIBRARY MATERIALS DISPENSER LIBRARY EC SUBJECT (CO 8) Authorize Execution of a One -Time Purchase Agreement with MK Solutions, Inc. for a Library Material Dispenserwith a One -Year Warranty in an Amount Up a $212,400.00 and Authorize a Series of One -Year Preventative Maintenance Agreements for Up to Four Years After Expiration of the Warranty in an Annual Amount Up a $18,308.00 for the Library Department it is recommended that the City Coundl authorize the executon of a one-time purchase agreement with mk Solutions, Inc. for a library material dispenser with a one-year warranty in an amount up to $212,400.00 and authorize a series of one-year preventative maintenance agreements for up to four years after expiration of the warranty in an annual amount up a $18,308.00 for the Library Department. DISCUSSION: The purpose of this Maya and Council Communication is to authorize purchase of a library malarial dispenser, which includes a one-year warranty, and authorize a series of one-year prevenative mainlarence and subscription agreements after expiration of the warranty. The dispenser will be placed inside City Hall and will facilitate the pick-up and return of library materials to library patrons. To procure these services, Purchasing issued Request for Proposal (RFP) 25-0195, which outlined deailed requirements including the quantity, type, and size of items the unit must aommmodate, along with training and maintenance obligations. The RFP was advertised in the Port Worth Star -Telegram on July 30, 2025, August 6, 2025, August 13, 2025, and August 20, 2025. The City received two (2) responses. An evaluation panel, made up of sa8 from the Library and Water Departments, reviewed and scored the submittals using Best Value criteria. Scores were averaged for each of the criteria and the final scores are shown in the table below. Proposer Evaluaton Facture Total Rank'. a b c d mk Solutions, Inc. 17.33 27.00 25.00 15.76 85.08 1 FE Technologies America Corp. 15.33 25.00 27.00 20.00 81.33 The RFP outlined the following evaluation factors: a.) Qualifirations/Experenoa/Reterenoas b.) Approach to Perform Services c.) Ability to Meat the City's Needs d.) Cost to Perform Services After completing the evaluation, the panel concluded that mk Solutions, Inc. fifer the hest value to the City. As a result, the panel recommends that City Council authorize the agreement with mk Solutions, Inc. No guarantee was made that a specific amount of these services would be purchased. Staff certifies the recomnanded vendors proposal meets specification. FUNDING: The maximum amount allowed under the one-year purchase agreement will be up to $212,400.00. The maximum annual amount allowed under the maintenance agreement will be up to $18,308.00 for each of the four optional years. However, the actual amount wil be based on the needs of the deparbrent and available budget. Funding is available in the FY25 Lib Book Vending Machine pmject within the ITS Capital Fund for the initial purchase of the Library Materiel Dispenser and all software maintenance will be budgeted in the General Fund for the Library Deparbrent in future fiscal years. SMALL BUSINESS ORDINANCE - This bid was issued before September 1, 2025, preceding the implementation of the Small Business Program. Therefore, a Small Business Goal was not assigned. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up a the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Coundl approval as long as sufficient funds have been appropriated. AGREEMENT TERMS: Upon City Council approval the purchase agreement shall begin upon execution and expire one year from that date. The agrean ant includes a one-year warranty. MAINTENANCE AGREEMENT: Upon expiration of the one-year warranty described above, the City may enter into up to four (4) one-year maintenance agreements. This action does not require specific City Council approval provided the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. This project will serve Council District 9. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the ITS Capital Fund for the FY25 Lib Book Vending Machine project to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Library Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by; Reginald Zeno 8517 Ori inating Business Unit Head: Additional Information Contact: Dana Burghdoft 8018 Reginald Zeno 8517 Midori Clark 7707 Haven Wynne 8525 Eugene Chandler 2057 CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f 1 Complete Nos. 1.4 and 6 t there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2025-1360910 mk Solutions, Inc. York, PA United States Dare Piled: 2 Name of governmental entity or state agency that is a party to the contract for vdhich the form is 09/09/2025 being filed. City of Fort Worth Dare Acknovdedged: 3 Provide the identification number used by the governmental entity or state agency to track or identity the contract, and provide a description of the services, goods, or other property to be provided under the contract. RFP 25-0195 Library Materials Dispenser 4 Name of Interested Perry ry City,State, Country ry (pine of business) Nature of interest (check applicable) Controlling Intermediary Weiss, Michael Niederkassel i Germany X Flory, Markus Niederkassel i Germany X mk Solutions GmbH Niederkassel i Germany X 5 Check only it there is NO Interested Party. ❑ 6 UNSMORN DECLARATION My name is and my care of birth is My address is __Jm� —=— (dM fame) (vp code) (mumry) I declare under penalty of perjury that the foregoing is true and correct. Executed in Name County, state of Texas on the 09th day of September , 20 25 (mourn) (rear). � ���® ���L(�(�LL Bid Manager Signature of aftan agent of conlrifilki business entity m) Farms provided W Texas Ethics Commission vrvuw.ethics.state.tx.us Version V4.1.0.f1QdDfd8 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: MkSolutions Subject of the Agreement: library materials dispenser for the Library Department M&C Approved by the Council? * Yes 9 No ❑ Ifso, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 9 Ifso, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 9 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 9 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: ACM signature date Expiration Date: 1 yearafter ACM signature data Ifdifferentfrom the approval date. If applicable. Is a 1295 Form required? * Yes MLNo ❑ *Ifso, please ensure it is attached to the approving M&C or attached to the contract. Project Number: Ifapplicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 9 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Janette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not prowided. the contract will be returned to the department.