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HomeMy WebLinkAboutZOOBEAN, INC.INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF �TeCIL2 ��, � DATE: , , �• ZOOBEAN 6 - Uk W (Flla S�v) 5614 Connecticut Ave. NW Suite #227 Washington, DC 20015 LICENSE AGREEMENT SANTA ANA PUBLIC LIBRARY (THE "LIBRARY") N-2022-373 412.532.6367 contact@zoobean.com zoobean.com Product Name Type Annual License Beanstack Premium Service Implementation Fee $0.00 USD Beanstack Premium Service Subscription Year 1—October 1, 2023 to $5,310.80 USD September 30, 2024 —15% Discount Beanstack Premium Service Subscription Year 2 —October 1, 2024 to $5,310.80 USD September 30, 2025 —15% Discount Beanstack Premium Service Subscription Year 3—October 1, 2025 to $5,310.80 USD September 30, 2026 —15% Discount FIRST YEAR LICENSE AMOUNT: $5,310.80 USD TOTAL LICENSE AMOUNT: $15,932.40 USD Subscription Subscription price above based on 36-month commitment beginning on October 1, 2023 (the "Effective Date") and continuing in force until September 30, 2026 (the "Initial Term"). Subscription fees to be invoiced annually, starting on the Effective Date, due by December 31, 2023. Product/Service Description Beanstack provides a mobile -friendly site for local families to participate in the Library's reading challenges, including summer reading, winter reading, and activity challenges. Families gain tools to register, log their reading, and earn incentives. For staff, Beanstack makes it easy to register users, create reading and activity challenges, and produce extensive reports. Product/Service Requirements Beanstack is a mobile responsive web application. It requires a modern web browser and can be accessed by students, teachers, families, and staff inside and outside of the Library. The license for the Essential Package will include the following: • Custom, mobile responsive site • Family, classroom, and group registration • Concurrent reading challenge system • Virtual badge system • Virtual points system • Reading logging system • Activity logging system • Book reviews system • Site customization tools • Reading challenge set-up tools and templates • Administrative tools for staff to provide user service • Library staff "Add Reader" and "Find A Person" system • Prize and drawings system • Reading lists and activity track system and templates • Data reports and insights for admins The license for the Plus Package will include all features of the Essential service plus the following: • Logging by ISBN capture on mobile phones • Picture reviews system The license for the Plus Package will include all features of the Beanstack Tracker mobile app, including the following: • Logging by ISBN scan • Timed reading sessions • Reading history and active reading log • Reader streaks and achievements • Reader statistics wizard by pages, minutes, days, and titles per day, week, month, and year The license for the Premium Package will include all features of the Essential & Plus licenses plus the following: • Personalized book recommendation system for kids • Personalized book recommendation system for teens • Personalized event recommendations • Weekly personalized emails • Direct links to library catalog The license for the Premier Package will include all features of the Essential & Plus & Premium licenses plus the following as these features and services become available: • Beanstack Reading Fundraiser platform for public libraries • 10% success fee rate on reading fundraiser donations through Beanstack • ISBN web scanner feature • 15% discount on all Badge Book • First choice access to bilingual Badge Books • Early access to select new features • Exclusive conference event invitations All licenses include the following: • Persistent user accounts • Ongoing new content and reading challenges • Virtual badge library • Print and digital marketing templates • On -demand video training access • Hosting, maintenance, and technical support as described in Exhibit A Legal Terms & Conditions 1. Unless otherwise stated, the terms and conditions of this quotation constitute an offer by Zoobean to sell products and services to the Library, and if accepted by the Library, constitute a legally - binding obligation by the Library to purchase such products and services. The terms and conditions of this quotation are valid through December 31, 2022 and if not accepted by the Library within said time period, shall be deemed automatically revoked. 2. The Library retains ownership of all data created by the Library's users. This includes user contact information, reading logs, and any user -created content such as reading lists, and book reviews. The software requires username, first name, age, and password. The Library may choose to collect additional registration fields including school, gender, grade level, zip code, local area, phone number, and email address. 3. Zoobean does not require the collection of personally identifiable information. If Library chooses to include registration fields that may classify as personally identifiable information, Zoobean will protect this information. The website uses a Hypertext Transfer Protocol Secure (HTTPS) to secure and encrypt user data over computer networks. The use of cookies and online tracking is minimal and GDPR compliant. 4. Zoobean agrees to delete all data created by the Library's users at anytime upon receipt of a request for deletion. The Library shall give notice to Zoobean of any request for the deletion of such information. Zoobean shall then have three (3) days from the date it receives such notice to execute the deletion of all data created by the Library's users. 5, Zoobean does not sell or trade user information for marketing, advertising, or other use under any circumstances. Zoobean may release user information when the company believes release is necessary to comply with law, enforce our site policies, or protect ours or others' rights, property, or safety, provided that Zoobean shall promptly notify the Library in writing of such request or requirement so that the Library may seek an appropriate protective order or other relief. Zoobean further agrees to cooperate with and not to oppose any effort by the Library to resist or narrow such request or to seek a protective order or other appropriate remedy. 6. Unless otherwise specified in this quotation, payment terms for the products and services herein are net sixty (60) days from the invoice date. 7. The terms and conditions of this quotation maybe rejected, modified or superseded only by a written agreement mutually signed specifying the rejection, modification or supersession of the terms and conditions. N-2022-373 s. Payment for Zoobean products and services constitutes pre -payment for subscription for the 12 months following the Effective Date. 9. Zoobean products may renew for twelve (12) month terms (a "Renewal Period") following the expiration of the initial product term. The Library or Zoobean may cancel only by notifying the other party in writing of its intention not to renew at least ninety (90) days prior to the expiration of the current term. 10. Payment for Zoobean Renewal Periods is prepaid. Payment for any pro -rated portion of a Renewal period is due to Zoobean within thirty (30) days of the date of receipt of an invoice from Zoobean for the pro -rated term. 11. If Library fails to pay Zoobean any sums due under this quotation on a timely basis, Zoobean reserves the right to discontinue maintenance, subscription and/or hosting services. 12. Zoobean's Client Success Department will contact Library after completion of this agreement to arrange a meeting to discuss the delivery/installation process and schedule at a date and time that is mutually agreeable to the Zoobean and the Library. 13. Zoobean represents and warrants that all such products and services shall be performed in a professional and workmanlike manner. Zoobean warrants that the products will be delivered and the services will be performed and delivered according to provisions set forth in the License Agreement. 14. Zoobean shall procure and maintain, at its sole expense, the minimum insurance requirements as described in Exhibit B to this License Agreement. 15. Entire Agreement: This License Agreement, together with the terms and conditions of Exhibit A, shall constitute the complete and final agreement between Zoobean Inc. and the Library with respect to the services listed above. ZOOBEAN, INC. CITY OF SANTA ANA By: Felix Lloyd (Dec 2Y, 202215:09 EST) By: 14sl__ Signature Signature Name: FeUx Lloyd Print or Type Title: CEO Date: 12.22.22 Name: Kristine Ridge Title: City Manager Date: [signatures continued on next page] ATTEST: °;v o Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Brandon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Brian Sternber Executive Director Library Services Agency EXHIBIT A Service Level Agreement (SLA) Severity Incident Response Time Resolution Effort Customer Update Interval Escalation Level 1 Critical outage on the Service 1 Hour Highest priority— Every 4 Hours Escalated to or other components or 2oobean's full upper applications associated with technical staff management, the Service, and no working 240 to twice per day. workaround is immediately solve the issue, available. until completion. • Critical services — Service is down and Users cannot perform core functions of the Service on their accounts. • Digital operations have been disrupted and Users cannot log onto the Service. A Service outage does not include loss of connectivity or access for a single or small subset of users. Severity Level 1 tickets are also not related to errors on mobile platforms, such as Apple !Phone or lead, Android devices, Kindle, etc. Level 2 Major functionality on the 2 Hours High priority— Every 12 Hours Escalated to Service or other components Zoobean's full upper or applications associated with technical staff management, the Service is affected, but a working 12x5 to once per day. temporary workaround is solve the issue, available. until completion. Major functionality is impaired, although the Service is available and operational. • Users are able to connect to the Service, although some core functions of Service are affected. • Operations can continue only in a restricted fashion. Level 3 Minor functionality on the 24 Hours Medium priority— Every 24 Hours Service or other components Zoobean's or applications associated with technical staff the Service is not working as working 8x5 to expected and a workaround is solve the issue, available. until completion. Level General usage questions 48 Hours Low priority— Send one-time regardingthe Service or other Zoobean's acknowledgement components or applications technical staff email. associated with the Service. working 8x5 to solve the issue. • Cosmetic issues, including errors in documentation. • Enhancement requests (cases initially opened via email will be assigned a Severity Level 4 by default) User Support Zoobean will use commercially reasonable efforts to provide Secondary Support to the Library. The Library shall be responsible for providing Primary Support to its Users. Zoobean will ensure it has adequate staff and resources to provide Secondary Support by phone or other electronic means during the Library's business hours. Uptime Requirement/Downtime Excluding Scheduled Downtime, Zoobean guarantees a 99.5% uptime. All scheduled maintenance Zoobean performs, including platform maintenance, upgrades, or other servicing of its Digital Content Platform shall be during Off -Peak Hours. Scheduled Downtime will not normally exceed thirty (30) minutes in duration. Zoobean shall provide the Library with forty-eight (48) hours advance notice of any Scheduled Downtime that is expected to last less than four (4) hours. In the event any Scheduled Downtime is expected to last over four (4) hours in duration, say for a major release, Zoobean shall notify Library and its Users at least seventy-two (72) hours in advance of that downtime. Zoobean shall use its best efforts to limit Scheduled Downtime to a maximum of six (6) times within a 90-day period; any Scheduled Downtime that exceeds this maximum limit shall be treated as Unscheduled Downtime. Performance Guarantees If Unscheduled Downtime equals or exceeds four (4) hours in given Calendar Month, Library shall be entitled to a credit from Zoobean in an amount equal to one -twelfth (1/12) of the agreed -upon annual subscription license fee for the then -current subscription year, times the applicable percentage (%) below, which is based upon the total number of hours of Unscheduled Downtime during a Calendar Month. Amount of Unscheduled Downtime in a Calendar Month/Percentage of Credit: 4 to 7 hours - 25% 7.1 hours to 16 hours - 50% 16.1 hours to 24 hours - 75% Over 24 hours - 100% Library may elect for Zoobean to apply the calculated credit to the next invoice issued by Zoobean to Library or for Zoobean to issue payment to Library for the calculated credit, to be paid within thirty (30) days. Should Unscheduled Downtime exceed 168 hours during a 90-day period, said downtime may be considered a Material Default by the Library, and the Library may elect to enforce the termination provisions and remedies provided in the Agreement for Material Default. Exhibit B Prior to undertaking performance of work under this Agreement, Zoobean shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder and the results of that work by Zoobean, their agents, representatives, employees or subcontractors. a. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Broader Coverage: if Zoobean maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Zoobean. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Zoobean including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to Zoobean's insurance (at least as broad as ISO Form CG 2010 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Zoobean Corp. Name: Project N-2022-373 Number: Project License Agreement - Zoobean 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 TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE 2023 COI - GENERAL LIABILITY 42SBABG5117 03/15/2024 03/13/2023 City of Santa Ana.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 3/15/2023 5:50 PM ZOOBINC-01JQUAGRAINE DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 4/15/2025 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. 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). CONTACT Melessa Williams PRODUCER NAME: PHONEFAX Howard Insurance Agency, Inc. (301) 383-8277 (A/C, No, Ext):(A/C, No): 6900 Wisconsin Ave Fifth Floor E-MAIL mwilliams@howard-insurance.com Chevy Chase, MD 20815 ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # Sentinel Insurance Company, Limited11000 INSURER A : INSURED INSURER B : INSURER C : Zoobean Corp. 4445 Willard Ave Suite 600 INSURER D : Chevy Chase, MD 20815 INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: 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. INSRADDLSUBRPOLICY EFFPOLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) 2,000,000 A COMMERCIAL GENERAL LIABILITY X EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR X 42SBABG51173/15/20253/15/2026 $ PREMISES (Ea occurrence) 10,000 MED EXP (Any one person)$ 2,000,000 PERSONAL & ADV INJURY$ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 4,000,000 POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ COMBINED SINGLE LIMIT 2,000,000 A AUTOMOBILE LIABILITY $ (Ea accident) ANY AUTO 42SBABG51173/15/20253/15/2026 BODILY INJURY (Per person)$ OWNEDSCHEDULED AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED XX (Per accident)$ AUTOS ONLYAUTOS ONLY $ 3,000,000 A XX UMBRELLA LIABOCCUR EACH OCCURRENCE$ 42SBABG51173/15/20253/15/2026 3,000,000 EXCESS LIABCLAIMS-MADE AGGREGATE$ 10,000 X DEDRETENTION$ $ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana, officers, agents, employees and volunteers are named as additional insured as respects general liability on a primary non contributory basis if required by written contract. The above policies have been endorsed to provide thirty (30) days written notice of cancellation, non-renewal or reduced coverage as the case may be to the certificate holder by certified mail. Ejhjubmmz!tjhofe! cz!Uv!Usbo! Uv!Usbo! Ohvzfo! Ebuf;!3136/21/33! Ohvzfo 19;42;41!.18(11( CzUvUsboOhvzfobu9;42bn-Pdu33-3136 CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702 ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 53TCBCH6228 POLICYNUMBER: THISENDORSEMENTCHANGESTHEPOLICY.PLEASEREADITCAREFULLY. BEEJUJPOBMJOTVSFE.QFSTPO.PSHBOJ\[BUJPO 112112 FormIH12001185TSEQ.NO.PrintedinU.S.A.Page 1202703514026036 ProcessDate:ExpirationDate: