HomeMy WebLinkAboutJAVA CONNECTIONS, LLC DBA LAPTOPSANYTIME (2)-0 URANCE NOT ON FILr
'!CORK MAY NOT PROCEED
CLERK OF COUNCIL
Kiosk Support Agreement
A-2020-249A
0-19-(�RLO DATE:
(5,WVJ>aiA5)fo This Kiosk Support Agreement (this "Agreement') is a legal contract between you (the party identified on
the last page of this Agreement who has signed this Agreement, referred to herein as "you" or "your' or
"City'), as either an individual or a single business or government entity, and Java Connections LLC /
LaptopsAnytime and its affiliates ("LaptopsAnytime", "we", or "our') and is dated for identification
purposes, December 1, 2020.
1. SCOPE OF WORK & FEES FOR SERVICES
1.1 Initial Setup. With respect to any kiosks ordered by you and covered by an End User License
Agreement between you and LaptopsAnytime ("Kiosks'), LaptopsAnytime will set up the Kiosks at
your designated locations. The initial setup will be accomplished by one of our trained specialists and
will include assistance with unpacking the Kiosk(s), laptop/device integration, networking setup, and
on -site training for your support staff and administrators.
1.2 Fees for Initial Setup. You agree to pay Laptops Anytime for charges related to its Initial Setup.
Said charges are based on geographical area, current travel rates, and number of devices, Kiosks, and
locations, and will be invoiced to you [when] and are based on LaptopsAnytime's rates at the time of
Initial Setup. You agree to paythe Initial Setup charges within forty-five (45) days following the receipt
of a proper invoice evidencing work performed, subject to the City accounting procedures. Payment
need not be made for work that fails to meet the standards of performance set forth in the Recitals,
which may reasonably be expected by the City.
1.3 Service Plan. LaptopsAnytime currently offers three different Service Packages, each of which
is described on Exhibit A hereto. LaptopsAnytime will provide maintenance service and support to the
Kiosks in accordance with the particular Service Plan you choose. To elect a particular Service Plan,
complete, sign, and return to LaptopsAnytime a copy of Exhibit A.
1.4 Annual Fee for Service Plan. Following your selection of a Service Package, LaptopsAnytime will
invoice you for the applicable annual fee. The annual fee is a non-refundable payment for twelve (12)
months of service ("Service Package Period"); payment of the entire annual fee is due within thirty
(30) days of your receipt of the invoice.
1.5 Service Plan Particulars.
A. In all events and under all Service Plans, replacement parts that are provided to you
pursuant to this Agreement are provided on an exchange basis, and the parts that were replaced
become the property of LaptopsAnytime.
B. For Customers pre -November 1, 2019, the default rate for SmartBay upgrades is $1,000
per bay. You benefit from the reduced rate for SmartBay upgrades under the Gold Plan or
Platinum Plus Plan only if you have selected and paid for three (3) consecutive years of the
particular plan (e.g., only after you have selected and paid for 3 years of the Gold Plan are you
entitled to the Gold Plan price of $700 per by for SmartBay upgrades). Starting on November 1,
2019, revised Service Plans include a 3-year, 4-year and 5-year refresh programs. In all cases,
you have to be on the same plan for either 3, 4 or 5 years to get the benefit of the refresh. It is
possible to upgrade from one plan type to another by paying the differential going backwards
and the new amount going forward.
C. On -site support is available on regular business days (Monday to Friday and excluding
federal holidays) from 7:00 a.m. to 7:00 p.m. PST.
2. YOUR RESPONSIBILITIES
You agree to:
2.1 Use Kiosks in accordance with LaptopsAnytime's specifications.
2.2 Correct any discrepancy(s) in use that is not compliant with LaptopsAnytime's specifications.
2.3 Provide electrical work external to the Kiosks.
2.4 Provide a hazard -free environment for the Kiosks. Damage due to hazardous environmental
conditions are notthe responsibility of LaptopsAnytime. Hazardous environmental conditions include,
but are not limited to, corrosive atmospheres, electrical spikes or noise, or severe ambient
temperature changes.
2.5 Be responsible for certain routine maintenance tasks such as external cleaning of the Kiosks,
performing operational checks, and replacing parts as recommended by LaptopsAnytime.
2.6 Refrain from altering, modifying, or changing any Kiosks, and from reverse engineering the
Kiosk.
2.7 Allow LaptopsAnytime full and free access to the Kiosks for purposes of corrective and/or
preventive maintenance.
2.8 Provide safe access to Kiosks for service and maintenance.
2.9 Abide by the terms of the End User License Agreement.
3. TERM OF AGREEMENT. The term of this Agreement begins afterthe installation of the Kiosk(s) by
LaptopsAnytime and shall remain effective until November 30, 2023. Notwithstanding the foregoing, you
may terminate this Agreement at any time; however, there is no refund of any portion of the annual fee
paid in the event of a termination of this Agreement prior to the expiration of any Service Package Period.
4. LIMITATION OF LIABILITY. In no event shall LaptopsAnytime be liable for any warranties that
are not specifically set forth in this Agreement. Specifically, you agree that LaptopsAnytime is not liable
for any warranties implied by law or otherwise, including any warranty of merchantability or fitness for
a particular purpose.
S. GENERALTERMS
5.1 Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in
accordance with the laws of the state of California without regard to the conflicts of law rules thereof.
Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state
courts situated within Orange County, California to the maximum extent permitted by law, you hereby
consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or
venue of such courts.
5.2 Severability. If any term or provision of this Agreement is declared void or unenforceable in a
particular situation, by any judicial or administrative authority, this declaration shall not affect the
validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation.
5.4 Headings. The headings contained in this Agreement are incorporated for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.
5.5 No Waiver. The failure of either party to enforce any rights granted hereunder or to take action
against the other party in the event of any breach hereunder shall not be deemed a waiver by that
party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
5.6 Amendment. We reserve the right, in its sole discretion, to amend the terms of the Service
Levels and/or to other terms of this Agreement following the expiration of one year from the date of
the start of a particular Service Level, provided we provide you at least thirty (30) days advanced
notice of the proposed changes. If you do not accept amendments made to the Service Levels or any
other terms of this Agreement, then this Agreement will be immediately terminated, along with the
End User License Agreement.
5.7 Force Majeure. Neither party shall be liable for any delay in performance of its obligations under
this Agreement to the extent such delay in performance of its obligations is caused by involuntary
plant shutdown, acts of God, fires, floods, earthquake, wars, riots, terrorism, sabotage, labor disputes
or shortages, government actions, the inability to obtain materials or transportation, or any other
circumstances beyond the reasonable control of the affected party (each, a "Force majeure Event').
In the event of a Force Majeure Event, the non -performing party will be excused from further
performance during the period that the Force Majeure Event prevails and shall resume performance
at such time as the impairment caused by such circumstances ends or would have ended had the
affected party taken reasonable steps to remedy the Force Majeure Event.
5.8 Notices. Any notice required or permitted to be given under this Agreement shall be in writing
and shall be deemed given and received (i) when personally delivered with a receipt obtained, (ii) on
the date noted as the date received, refused or uncollected if sent by certified or registered mail,
return receipt requested, postage prepaid or (III) the earlier of receipt or two (2) business days after
deposit with a nationally overnight delivery service (e.g., Federal Express), at the addresses set forth
below each Party's name on the signature page, or to such other address that a party provides to the
other party pursuant to the provisions of this paragraph.
5.9 Counterparts and Facsimiles. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. In addition, this Agreement may be executed by facsimile signatures and such signatures
shall be deemed an original.
5.10 Insurance. Prior to undertaking performance of work under this Agreement, Laptops Anytime
shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
A. Commercial General Liability Insurance. Laptops Anytime shall maintain commercial general
liability insurance naming the City, its officers, employees, agents, volunteers and representatives as
additional insured(s) and shall include, but not be limited to protection against claims arising from
bodily and personal injury, including death resulting therefrom and damage to property without any
exclusion for claims of sexual molestation, resulting from any act or occurrence arising out of Laptops
Anytime's operations in the performance of this Agreement, including, without limitation, acts
involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage
applying to bodily and personal injury, including death resulting therefrom, and property damage, in
the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance
shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s);
(b) be primary and not contributory with respect to insurance or self-insurance programs maintained
by the City; and (c) contain standard separation of insureds provisions.
B. Business automobile liability insurance, or equivalent form, with a combined single limit of not
less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -
owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the
Labor Code, Laptops Anytime, if LaptopsAnytime has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Laptops Anytime agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
D. Technology Professional Liability Errors and Omissions Insurance appropriate to the
Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence.
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Laptops Anytime in this Agreement and shall include, but not be limited to, claims involving
infringement of intellectual property, copyright, trademark, invasion of privacy violations, information
theft, release of private information, extortion and network security. The policyshall provide coverage
for breach response costs as well as regulatory fines and penalties as well as credit monitoring
expenses with limits sufficient to respond to these obligations.
1) The Policy shall include, or be endorsed to include, property damage liability coverage for
damage to, alteration of, loss of, or destruction of electronic data and/or information
"property" of the City in the care, custody, or control of Laptops Anytime. If not covered
under Laptops Anytime's liability policy, such "property" coverage of the City may be
endorsed onto the City's Cyber Liability Policy as covered property as follows:
2) Cyber Liability coverage in an amount sufficient to cover the full replacement value of
damage to, alteration of, loss of, or destruction of electronic data and/or information
"property" of the City that will be in the care, custody, or control of Vendor.
3) The Insurance obligations under this agreement shall be the greater of 1—all the Insurance
coverage and limits carried by or available to Laptops Anytime; or 2— the minimum
Insurance requirements shown in this agreement. Any insurance proceeds in excess of the
specified limits and coverage required, which are applicable to a given loss, shall be
available to City. No representation is made that the minimum Insurance requirements of
this agreement are sufficient to cover the indemnity or other obligations of Laptops
Anytime under this agreement.
E. The following requirements apply to the insurance to be provided by Laptops Anytime pursuant
to this section:
1) LaptopsAnytime shall maintain all insurance required above in full force and effect for the
entire period covered by this Agreement.
2) Certificates of insurance shall be furnished to the City upon execution of this Agreement
and shall be approved by the City.
3) Certificates and policies shall state that the policies shall not be canceled or reduced in
coverage or changed in any other material aspect without thirty (30) days prior written notice to the
City.
4) Where the amounts or coverage provided by the certificates of Insurance provides
coverage greater than those listed by this Agreement, the amounts provided by the certificates of
insurance shall be incorporated by reference into the Agreement.
5) LaptopsAnytime shall supply City with a fully executed additional insured endorsement.
F. If Laptops Anytime fails or refuses to produce or maintain the insurance required by this section
or fails or refuses to furnish the City with required proof that insurance has been procured and is in
A-2020-249A
force and paid for, the City shall have the right, at the Chys electron, to forthwith terminate tNs
Agreemant. Such termination shall not affect Laptops Anyhros's right to be paid for As time and
materyb expanded pdpr to notiflsatlon of tarminetian, Laptops Anytime"pres the right to receive
compensation and agreee to Indemnify the City forany work performed prior to approval orimmanco
bytheeity,
5.11 rndamni (cation, LeptOl"Anytlme herohy agrees to Indemnity, hold harmless, and
defend CRV, hs officers, agents, and employees, against any and all claims, loss, demands, damages,
cast, expenses or IWhlliry adeing cut of the services provIded In this Agreement, except for liability
arising out of the sale negligence Or WHIM m&mnddct of City, its officers, agents, or employees,
in the cost of defense of any lawsuit arising therefrom, in the event City h named as tm
defendant, LrptopsMytlme shall notify City of such fact and shall represent City, with counsel
approved by CRY, In such legal action unless City undertakes to represent Itself as codefendant In
such lair( action, in Whlth avant APtopsAnytime shag pay to City Its litigation costs, expanses and
Attorrew fees,
5.12 gntlre Agreement. The parties agrees (1) that this Agreement contains the entire agreement
hetWeon the Parties With MPact to the maintenance and support of the gfosks and supersedes any
and all prior oral or written agreements, emongements, or understandings between the parties
relating to the subject matter of this Agfeementi (li) that no oral understandings, statements,
promises or Inducemmeal contrary to the terms of this Agreement exist, and no evidence of prior,
contemporaneous, or future oral agreements may Ise used to contradict the terms of this Agreement;
and (pp that ally reliance an oral agreements or statements In entering Into this Agreement will be
unjustifiable and unreasonable.
IN WITNESS WHEREOF, the parties idantlfmd below have executed this Agreement as of
2020 (the'Effee lve Date],
Java Comescdons, 11C City of Santa Ana
d/b/a LaptapsAnytimc
17364 Preston Road, Stifle g00 Atldress:20 CNlc CenterPlaza, 6antn Alta, CA
Dallas'f%Y52S2 52702
ATfESV
/ L
/J Daloaimez
fCou
ClerkrkafCouncR
APPROVED AS TO FORM; RECOMMENDED FOR APPROVAL:
Santa It Carvalho
CltyAttofney
gy:4LQ11A4. A Rty -L,
Laura A. Rossini
Acting Chief Assistant City Attorney
0il Sternberg
Llbmry servlcas Directo r
EXHIBIT A: SERVICE PLANS
"CHOOSE ONE, INSERT START DATE, AND SIGN TO THE RIGHT WHERE INDICATED"
Client hereby elects the Platinum Plus Plan (3 Year Refresh Program) to start on Agreed to by:
the Platinum Plan (4 Year Refresh Program) to start on Agreed to by:
the Gold Plan (S Year Refresh Program) to start on Agreed to by:
the Silver Plan "Smart Door/Drawer Only" to start on Agreed to by:
Platinum Plus Plan (3 Year Refresh Program): Annual Fee = 15% of the Total Kiosks Cost
This package is the most comprehensive plan, which includes additional services at no cost, and
the lowest costs for services
o The ability to remotely monitor, trouble shoot, and perform repairs on the Kiosks with
remote assistance from one of our knowledgeable support staff
o A dedicated support engineer assigned to your account
o Maintenance of on -site inventory for minor spare parts
o Free installation of upgrades
o Free installation of newly designed Smart -Bay hardware
o Free installation of New Smart -Bays
o On -site support at $65/hour
o Smart -Bay Non -Recurring Engineering (NRE) at $2,000 per design
o Includes next -day shipping for replacement parts
Platinum Plan (4 Year Refresh Program): Annual Fee = 12% of the Total Kiosks Cost
This package offers maximum value, offering the same benefits of our Gold coverage with
additional discounts.
o The ability to remotely monitor, trouble shoot, and perform repairs on the Kiosks with
remote assistance from one of our knowledgeable support staff
o Free installation of upgrades
o Free installation of newly designed Smart -Bay hardware
o Free installation of New Smart -Bays
o On -site support at $75/hour
o Smart -Bay Non -Recurring Engineering (NRE) at $2,500 per design
o Includes next -day shippingfor replacement parts
Gold Plan (5 Year Refresh Program): Annual Fee = 9% of the Total Kiosks Cost
This package is the most economical plan with reduced costs for services:
o The ability to remotely monitor, trouble shoot, and perform repairs on the Kiosks with
remote assistance from one of our knowledgeable support staff
o On -site support at $100/hour
o Smart -Bay Non -Recurring Engineering (NRE) at $4,000 per design
o Includes two-day shipping for replacement parts
Silver Plan "SmartDoor/Drawer Only": Annual Fee = 6% of the Total Kiosks Cost
Our most affordable plan, the Silver Plan includes:
o The ability to remotely monitor, trouble shoot, and perform repairs on the Kiosks with
remote assistance from one of our knowledgeable support staff
o On -site support at $125/hour
o Includes free shipping via ground shipping for replacement parts
o Since SmartDoors/Drawers are available in multiple sizes and configurations, please
contact us for information on upgrades.
Please Note: It is mandatory to complete the duration of a Service Plan cycle (i.e. 3-, 4- or 5-years) before qualifying
for the benefits of a Free Kiosk Refresh. If you decide to upgrade from one Plan Level to another, this can be done
at any time by paying the differential between your current plan and the new plan for previous plan years and then
paying the higher rate going forward. For those on previous Plan Levels prior to 11.1.19, you have the option to
upgrade. Contact us at 877.836.3727 for more information.
Exhibit 7
4�
LAPTOPSANYTIME"
A.m—.,zd Ch—k-, K1.4
Quote
ADDRESS
Lynn Nguyen
City of Santa Ana - Santa Ana
Public Library
26 Civic Center Plaza
Santa Ana, CA 92701
SALES REP
JR
ACTNLTY
Java connections, LLC
dba LaptopsAnytime
17304 Preston Road, Suite 800
Dallas, TX 75252 US
(614)579-3057
abigail@laptopsanytime.com
www.laptopsanytime.com
Lynn Nguyen
City of Santa Ana - Santa Ana
Public Library
26 Civic Center Plaza
Santa Ana, CA 92701
Kiosk - 6 Bay Host
6-bay Laptop Host Station in a 30"w x 29" d x 60" h
cabinet set for 6 default laptops. RFII) 4.0 Technology.
Includes Web Camera to take photo of every person
checking out device. Touchscreen Monitor, Bar Code
Reader. Note: Devices to be furnished by customer.
Database Integration
ILS Authentication (SIP-2 Protocol) and/or LDAP/Active
Directory. One-time cost.
Annual Hardware Svc Agreement Platinum Plus
Annual Hardware Service Agreement. Cost based on total
hardware purchase. Platinum Plus - 15%. (Platinum Plus
provides Free SMART Bay Upgrades Once Every 3
Years). Year 1
Annual Hardware Svc Agreement Platinum Plus
Annual Hardware Service Agreement. Cost based on total
hardware purchase. Platinum Plus - 15%. (Platinum Plus
provides Free SMART Bay Upgrades Once Every 3
Years). Year 2
Annual Hardware Svc Agreement Platinum Plus
Annual Hardware Service Agreement. Cost based on total
hardware purchase. Platinum Plus - 15%. (Platinum Plus
provides Free SMART Bay Upgrades Once Every 3
Years). Year 3
Ann Software Lie Agreement
Annual Software Licensing Agreement per Host Station
($1000 per each Host of 6 or fewer devices plus $800 for
each additional 6 devices). Year 1
Ann Software Lic Agreement
Annual Software Licensing Agreement per Host Station
($1000 per each Host of 6 or fewer devices plus $800 for
each additional 6 devices). Year 2
QUOTE # 2535
DATE 11/10/2020
EXPIRATIONDATE 05/31/2021
QTY. -. RATE AMOUNT
2 13,950.00 A 27,900.00T
1 3,500.00
A
3,500.00T
2 2,092.50
B
4,185.00T
2 2,092.50 B 4,185.00T
2 2,092.50 B 4,185.00T
2 1,000.00
C
2,000.00T
2 1,000.00
C
2,000.00T
Thank you for your business. A 3% service charge is added if paying by credit card.
Exhibit 1
Ann Software Lic Agreement
2
1,000.00
r = 2,OOO.00T
Annual Software Licensing Agreement per Host Station
'
($1000 per each Host of 6 or fewer devices plus $800 for
each additional 6 devices). Year 3
Deep Freeze Software License
12
0.00
0.00
Faronics Deep Freeze Licenses. Cost up to $50/license.
Waived. Up to 12 licenses.
Custom Graphics
2
0.00
0.00
Custom Kiosk Graphics. Price $1250 for one station
includes front panel and two side panels + Laptop (Lid)
Stickers. Price Waived for Platinum Plus.
On -site Installation
1
1,500.00
A 1,500.00T
On -Site Assistance with Installation and Training. $1500
for 1 day.
Crate
2
0.00
0.00
Custom Wooden Crate (1 per Kiosk). $600/Crate. Price
Waived for Platinum Plus.
Shipping
2
0.00
0.00
Prepay and Add Shipping (1 per Crate). $700/Crate. Price
Waived for Platinum Plus.
------------- ---------------_-------------------- ----------------
* At time of PO, we request 50% Down -Payment with the
_ - ---------......
SUBTOTAL
......... - -----------_...... ........
51,455.00
remaining balance paid Net 30.
TAX (9.25%)
4,759.59
* Please ship all devices and power bricks to our facility in
TOTAL
$56 214.59
Hayward, CA to facilitate Kiosk Set-up prior to shipping.
Accepted By
Accepted Date
Sum of A=$32,900 plus 9.25% tax=$34,943.25
Sum of B=$12,555 plus 9.25% tax=$13,716.34
Sum of C=$6,000 plus 9.25% tax=$6,555
A Total-$34,943.25
B Total-$13,716.34
C Total-$6,555.00
Total-$55,214.59
Thank you for your business. A 3% service charge is added if paying by credit card.
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Java Connections. LLC
Name:
Project
A-2020-249A
Number:
Project
Kiosk Support Agreement
Name:
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
POLICY EXPIRATION COI
TYPE OF INSURANCE FILE NAME
NUMBER DATE DATE
CERT-
AUTOMOBILE LIABILITY ODFD78534404 12/15/2023 11/30/2022
560878378.pdf
CERT-
GENERAL LIABILITY ODFD78534404 12/15/2023 11/30/2022
560878378.pdf
ACORD Form
PROFESSIONAL/CYBER
ESL0339596353 02/01/2024 01/27/2023 20230127-
LIABILITY
102007.pdf
Certificate_UB-
WORKERS COMPENSATION AND
UB7P2720972242 03/15/2023 11/02/2022 7P272097-22-
EMPLOYERS' LIABILITY
42_2699375.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
1/31/2023 6:14 PM
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Java Connections. LLC
Name:
Project
A-2020-249A
Number:
Project
Kiosk Support Agreement
Name:
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
POLICY EXPIRATIOCOI
TYPE OF INSURANCE FILE NAME
NUMBER N DATE DATE
AUTOMOBILE 11/30/202
ODFD78534404 12/15/2023 CERT-560878378.pdf
LIABILITY 2
11/30/202
GENERAL LIABILITY ODFD78534404 12/15/2023 CERT-560878378.pdf
2
PROFESSIONAL/CYBE01/27/202ACORD Form 20230127-
ESL0339596353 02/01/2024
R LIABILITY 3 102007.pdf
WORKERS
santa_ana_1_Certificate_UB
COMPENSATION AND UB7P27209723402/24/202
03/15/2024 -7P272097-23-
EMPLOYERS' 2 3
42_2885062.pdf
LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
3/14/2023 4:59 PM