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HomeMy WebLinkAboutJAVA CONNECTIONS, LLC DBA LAPTOPSANYTIME (4)INSURANCE ON FILE WORK MAY PROCEED UNTI � SSUUIRQANCE EXPIRES CITYCLERK DATE: Kiosk Support Agreement A-2020-249AA 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'), as either an individual or a single business or government entity, and Java Connections LLC / LaptopsAnytime �/• �;� and its affiliates ("LaptopsAnytime", "we", or "our"). 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. m 1.2 Fees for Initial Setup.You agree to a LaptopsAnytime for char es related to its Initial Setup. 9 pay9 CQ Said charges are based on geographical area, current travel rates, and number of devices, Kiosks, and locations, and will be invoiced to you after the Kiosk(s) are shipped and are based on LaptopsAnytime's rates at the time of Initial Setup. You agree to pay the Initial Setup charges within forty-five (45) days following receipt of an invoice that describes the work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance described in Section 1 of this Agreement. 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 forty-five (45) 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 not the 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, which shall be executed separately and concurrently with this Agreement. 3. TERM OF AGREEMENT. The term of this Agreement begins on the Effective Date as written below and shall remain effective for a term of two (2) years, unless terminated earlier pursuant to the terms of this Agreement or the End User License Agreement. 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. Unless you notify us otherwise, at or around the time that your Service Package Period is set to expire, LaptopsAnytime will invoice you the annual fee for the next twelve (12) month period of time based on your existing Service Package. 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. In no event shall LaptopsAnytime be liable to you or any party related to you for any indirect, incidental, consequential, special, exemplary, or punitive damages or lost profits (even if resulting from the negligence or gross negligence of LaptopsAnytime), regardless of the notice of the possibility of such damages. 5. GENERAL TERMS 5.1 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. 5.3 Headings. The headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 5.4 No Waiver. The failure of either party to enforce any rights granted hereunder or to take action party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 5.5 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. 5.6 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, labour 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. 5.7 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, (it) 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. 5.8 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. 5.9 Entire Agreement. The parties agree: (i) that this Agreement contains the entire agreement between the parties with respect to the maintenance and support of the Kiosks and supersedes any and all prior oral or written agreements, arrangements, or understandings between the parties relating to the subject matter of this Agreement; (ii) that no oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist, and no evidence of prior, contemporaneous, or future oral agreements may be used to contradict the terms of this Agreement; and (iii) that any reliance on oral agreements or statements in entering into this Agreement will be unjustifiable and unreasonable. 5.10 Insurance. Prior to undertaking performance of work under this Agreement, LaptopsAnytime shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: A. 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 aggregate limit 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. B. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if LaptopsAnytime has no owned auto, hired (Code 8) and non -owned autos (Code 9), with limit a limit of no less than $1,000,000 per accident for bodily injury and property damage. C. Workers' Compensation: As required by the State of California, with statutory limits, and disease. D. Technology Professional Liability (Errors and Omissions): Insurance appropriate to LaptopsAnytime's profession, with a limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. E. Broader Coverage: If LaptopsAnytime 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 LaptopsAnytime. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions: (1) 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 LaptopsAnytime 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 LaptopsAnytime's insurance (at least as broad as ISO Form CG 20 10 1185 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) Primary Coverage: For any claims related to this contract, LaptopsAnytime's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of LaptopsAnytime's insurance and shall not contribute with it. (3) Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (4) Waiver of Subrogation: LaptopsAnytime hereby grants to City a waiver of any right to subrogation that any insurer of said LaptopsAnytime may acquire against the City by virtue of the payment of any loss under such insurance. LaptopsAnytime agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (5) Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the LaptopsAnytime to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. (6) Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. (7) Claims Made Policies: If any of the required policies provide claims -made coverage: The retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. M. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a retroactive date prior to the contract effective date, A-2020-249AA LaptopsAnytime must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. (8) Verification of Coverage: LaptopsAnytime shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive LaptopsAnytime's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. (9) Subcontractors: LaptopsAnytime shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and LaptopsAnytime shall ensure that City is an additional insured on insurance required from subcontractors. (10)Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances provided, however, that City provides LaptopsAnytime with at least thirty (30) days advance written notice of any desired modifications to the insurance requirements set forth in this Section 5.10. If LaptopsAnytime does not secure requested requirements within thirty (30) days of its receipt of notice, LaptopsAnytime has the right to terminate this Agreement. IN WITNESS WHEREOF, the parties identified below have executed this Agreement as of 7 / I i%ii3 , 2023 (the "Effective Date"). Java Connections, LLC d/b/a LaptopsAnytime By: �rsnai�ian Ru�nde� Printed Name: Jonathan Ruttenberg Title: VP 17304 Preston Road, Suite 800 Dallas, TX 75252 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Bra6doff8alvatierra Deputy City Attorney City of Santa Ana By: Printe Name: Kristine Ridge Title: City Manager Address: 20 Civic Center Plaza Santa Ana, CA 92702 ATTEST: POV!7W. MISS We W N- RECOMM DIED FO APPROVAL: Bri n Sternber Library ServicEK Director 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 (5 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 shipping for 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. 17304 Preston Road, Suite 800 Dallas, TX 75252 (614) 579-3057 abigail@laptopsanytime.com www.laptopsanytime.com Quote 3749 04/03/2023 Lynn NguyenLynn Nguyen 10/31/2023 City of Santa Ana - Santa Ana City of Santa Ana - Santa Ana Public LibraryPublic Library 26 Civic Center Plaza26 Civic Center Plaza Santa Ana, CA 92701Santa Ana, CA 92701 NC ACTIVITYQTYRATEAMOUNT 124,950.0024,950.00T A Swap current 6-Bay Host for one (1) 12-Bay Host in 30" W cabinet. Laptops are furnished by customer. Original hardware bays to be returned to Java Connections, LLC dba LaptopsAnytime. 1-13,950.00-13,950.00T A Credit for returning one (1) 6-Bay Kiosk. 11,800.001,800.00T B 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. 13,742.503,742.50T A 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. 11,800.001,800.00T B 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. 13,742.503,742.50T A 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. 11,800.001,800.00T B 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. 13,742.503,742.50T A 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. 1-1,000.00-1,000.00T A Credit for Annual Software for 6-Bay Kiosk being returned to Thank you for your business. ACTIVITYQTYRATEAMOUNT LaptopsAnytime. 1-2,092.50-2,092.50T A Credit for Annual Hardware Maintenance for 6-Bay Kiosk being returned to LaptopsAnytime. 10.000.00 A Custom Kiosk Graphics. Price $1,500 for one station includes front panel and two side panels + Laptop (Lid) Stickers. Price Waived for Platinum Plus. 1750.00750.00T A On-Site Assistance with System Install and Training. Price: $750. 10.000.00 Custom Wooden Crate (1 per Kiosk). $750/Crate. Price Waived for A Platinum Plus. 10.000.00 A Prepay and Add Shipping (1 per Crate). $1,100/Crate. Price Waived for Platinum Plus. Note: June 2024 will be the next time I send an Invoice for the Annual Software and Hardware Maintenance for both the Main and New Hope Branches. The Main Branch is being refreshed in 2023. I understand the New Hope Branch may want to wait until 2024 (3 years) before refreshing. To refresh, you would need to purchase the new devices. Other than the ongoing Annual Software and Hardware Maintenance costs which are charged every year, there would be no additional costs to refresh the New Hope Kiosk unless you decided to change from a 6-Bay to a 12-Bay. SUBTOTAL25,285.00 Thank you for your business. TAX (9.25%)2,338.86 TOTAL Accepted ByAccepted Date A Kiosk + Hardware Svc Agreement (Years 1-3) $19,885 x 9.25% tax = $21,724.36 B Software License Agreement (Years 1-3) $5,400 x 9.25% tax = $5,899.50 TOTAL COST: $27,623.86 Thank you for your business. Sepulveda, Maria From: City of Santa Ana <certificate-request@ctraxjdidata.com> Sent: Tuesday, March 14, 2023 2:00 PM To: Sepulveda, Maria; certificates@pdins.com Subject: Internal Notice of Compliance Follow Up Flag: Follow up Flag Status: Flagged NOTICE OF COMPLIANCE CITY STAFF: PRINT"LHIS PAGE AND INCLUDE WITH AGRE:ENIENT TO TI-IE 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: TYPE OF INSURANCE AUTOMOBILE LIABILITY GENERAL LIABILITY PROFESSIONAUCYBER LIABILITY POLICY EXPIRATION NUMBER DATE ODFD78534404 12/ 15/2023 ODFD78534404 ! 12/15/2023 ESL0339596353 1 02/01/2024 WORKERS COMPENSATION AND UB7P2720972342 03/15/2024 EMPLOYERS' LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with j COI ATE FILE NAME 11/30/2022 i CERT-560878378.pdf 11/30/2022 CERT-560878378.pdf _. 01/27/2023 ACORD Form 20230127- 102007.pdf santa_ana_1_Cer ificate UB- 02/24/2023 i 7P272097-23- 42_2885062.pdf 1 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-2020-249AA 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 12/15/202 ODED78534405 12/15/2024 COI Exp 12-14-24.pdf LIABILITY 3 12/15/202 GENERAL LIABILITY ODED78534405 12/15/2024 COI Exp 12-14-24.pdf 3 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 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-2020-249AA Number: Project Kiosk Support Agreement Name: The Certificate of Insurance (COI) submitted indicates that the coverages comply with the insurance requirements. The compliant coverage(s) are: POLICY EXPIRATION COI TYPE OF INSURANCE FILE NAME NUMBER DATE DATE AUTOMOBILE ODED78534405 12/15/2024 12/15/2023 COI Exp 12-14-24.pdf LIABILITY GENERAL LIABILITY ODED78534405 12/15/2024 12/15/2023 COI Exp 12-14-24.pdf City-of-Santa-Ana_Java- Connection_23-24-ALL--- TECHNOLOGY E&O LHFH44634405 12/15/2024 01/25/2024 SEE_1-25- 2024_1969171335.pdf WORKERS santa_ana_1_Certificate_UB- COMPENSATION AND UB7P2720972342 03/15/2024 02/24/2023 7P272097-23- EMPLOYERS' 42_2885062.pdf LIABILITY No further action is required at this time. Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 1/30/2024 2:11 PM