R20-022 1 RESOLUTION NO. R20-022
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
4 APPROVING AND AUTHORIZING THE CITY MANAGER TO
5 ENTER INTO A KIOSK AGREEMENT, ADDENDUM TO KIOSK
6 AGREEMENT AND END USER LICENSE
7 AGREEMENT WITH JAVA CONNECTIONS TO PURCHASE
8 LAPTOPSANYTIME KIOSKS THAT WILL HOUSE 36 LAPTOPS
9 FOR LIBRARY CUSTOMER USE INSIDE THE LIBRARY; AND
10 PROVIDING AN EFFECTIVE DATE.
11
12
13 WHEREAS, LaptopsAnytime kiosks are designed to be integrated into our Koha ILS
14 (Integrated Library System) and a space-efficient way to extend untethered access to mobile
15 laptops in the Library; and
16 WHEREAS, Library Customers are be able to check out one laptop at a time and use
17 anywhere inside the Library building to conduct research for academic or entrepreneurial
18 pursuits, find public assistance or leisurely use; and
19 WHEREAS, Laptops will be equipped with Wi-Fi, Microsoft Office, Library
20 electronic databases and wireless printing. Library Customers will be able to; and
21 WHEREAS, the City Commission of the City of Boynton Beach, upon the
22 recommendation of staff, approves and authorizes the City Manager to sign a Kiosk
23 Agreement, Addendum to Kiosk Agreement and End User License Agreement with Java
24 Connections to purchase LaptopsAnytime Kiosks that will house 36 Laptops for Library
25 Customer Use inside the Library.
26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
27 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
28 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as being
29 true and correct and are hereby made a specific part of this Resolution upon adoption hereof.
30 Section 2. The City Commission of the City of Boynton Beach hereby approves
S:\CA\RESO\Agreements\Agreement with Java Connections(laptop kiosks)-Reso.docx
31 and authorizes the City Manager to sign a Kiosk Agreement, Addendum to Kiosk Agreement
32 and End User License Agreement with Java Connections to purchase LaptopsAnytime Kiosks
33 that will house 36 Laptops for Library Customer Use inside the Library, a copy of which is
34 attached hereto as Exhibit "A", "B" and"C"respectively.
35 Section 3. That this Resolution shall become effective immediately upon passage.
36 PASSED AND ADOPTED this i day of March, 2020.
37 CITY OF BOYNTON BEACH, FLORIDA
38
39 YES NO
40
41 Mayor—Steven B. Grant
42
43 Vice Mayor—Justin Katz 14412(1-i-
44
45 Commissioner—Mack McCray ✓
46
47 Commissioner—Christina L. Romelus
48
49 Commissioner—Ty Penserga
50
51
52 VOTE
53 ATTEST:
54
55
56 ill
57 C tal Gibson, MMC
58 City Clerk
59
60
61
62
63 (Corporate Seal) - '' '
64
65 L, .•*03r: ,4Tr.
i92p ` .-
U
P.
o Rj. t-
S:\CA\RESO\Agreements\Agreement with Java Connections(laptop kiosks)-Reso.docx
ADDENDUM TO KIOSK SUPPORT AGREEMENT
This ADDENDUM 10 KIOSK SUPPORT AGREEMENT("this Addendum")amends that certain
Contract by and between the City or Koynton Beath, EL (hereinafter referred as "Cit?") and Java
Connections LLC I LaptapsAnytirne a Texas for profit corporation and its affiliates(hereinafter refernxl to
as"LAPTOPSANYTIME"),
For purposes of this Addendum,the Agreement shall mean and include this (1) Addendum, (II)The
Kiosk Support Agreement and all exhibits attached thereto: (Ill) End-User License; Agreement; (IV)Annual
Hardware Services Agreement; (V) Deep Freeze Software License:: (VI)The Quote and Sole Source Letter
provided by LAPTOPSANYTIME; and (VI1) Each Statement of Work or SOW executed by the Parties
(hereinafter collectively referred to as"Agreement").
The purpose of this Addendum is to incorporate new content into the Agycernent between the City and
LAPTOPSANYTIME. To the extent that any of the terms or conditions contained in this Addendum may
contradict or conflict with any of the terms or conditions contained in the Agreement, and any other
attachments provided to City, as applicable. it is expressly understood and agreed that the terms of this
Addendum shall take precedence over all of the foregoing.
Effective. as of the effective date of the Agreement, the following sections shall be added to the
Agreement_
L Limitation of Liability. Notwithstanding any provision of the Agreement or this Addendum.
City shall not be liable or responsible to LAPTOPSANYTIME beyond the monetary limits
and amounts specified in Ch. 768.28, Fla. Stat., as amended, regardless of whether said
liability be based in tort,contract,indemnity or otherwise,and in no event shall City be liable
to LAPTOPSANYTIME for punitive or exemplary damages or for lost profits or
consequential damages.
L Attorneys' Fees. In the event of litigation which arises out of,or pertains to, or relates to the
Agreement or this Addendum, or the breach thereof, or the services provided herein, or the
standard of performance herein required,the prevailing party shall be entitled to a reasonable
attorney's fee. Notwithstanding the foregoing sentence, the maximum attorney's fees which
one party can recover from the other will not exceed $15,000.
3. Compliance with Laws. LAPTOPSANYTIME shall comply with all statutes, laws,
ordinances, rules, regulations and lawful orders of the United States of America, State of
Florida,City of Boynton Beach and of any other public authority, which may be applicable
to this Agreement.
4. Disputed Payments The City shall not be charged any costs, fees, charges, or expenses for
payments amounts which have been disputed by the City within thirty(30)day from the date
of invoice until such time as a resolution has occurred between the parties for the disputed
payments or portions thereof.
5, Public Records. The City of Boynton Beach is public agency arbjoct to Chapter 119, Florida
Statutes, notwithstanding any agreement to maintain Confidential
Information. LAPTOPSANYTIME shall comply with Florida's Public Records
Law. Specifically, LAPTOPSANYTIME shall:
Keep and maintain public records required by the City to perform the service;
Upon request from the City's custodian of public records, provide the City with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119,Fla. Stat., or as otherwise provided
by law.
Ensure that public records that are exempt or that are confidential and exempt from public record
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and,following completion of the contract,LAPTOPSANYTJMF.shall destroy all
copies of such confidential and exempt records remaining in its possession after
LAPTOPSANYTIME transfers the records in its possession to the City;and
Upon completion of the contract,LAPTOPSANYTIME shall transfer to the City, at no cost to
the City, all public records in LAPTOPSANYTIME's possession. All records stored
electronically by LAPTOPSANYT1ME must be provided to the City, upon request from the
City's custodian of public records,in a format that is compatible with the information technology
systems of the City.
The failure of LAPTOPSANYTIME to comply with the provisions set forth in this Article shall
constitute a Default and Breach of this Agreement, for which, the City may terminate the
Agreement.
IF LAPTOPSANYTIME HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO LAPTY)PSANYTIME'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT
CRYSTAL GIBSON,CITY CLERK
3301 QUANTUM BLVD.,SUITE 101
BOYNTON BEACH, FLORIDA,33426
561-742-6061
(;I ISSONC@BBFLUS
G. Records and Audit. City reserves the right to audit the records of LAPTOPSANYTIME
relating to this Agreement any time during the performance and term of the Agreement and
for a period of three (3) years after termination of the Agreement If required by City,
LAPTOPSANYTIME:shall agree to submit to an audit by an independent certified public and
review the records of LAPTOPSANYTIME at any and all times during normal business hours
during the term of this Agreement_
LAPTOPSANYTIME shall preserve and make available for inspection by City personnel,or
by personnel duly authorized by City, computer date and other records related to the services
provided under this Agreement The records will he made available during normal business, •
hours upon twenty-four (24)hours notice by the City.
10035rns 1H.anu+I
7 Scrutinized Companies
LAPTOPSANYT1MF agrees to:
a. Comply with Section 287.135, Florida Statutes, which prohibits agencies from
contracting with companies for goods or services of any amount that arc on the
Scrutinized Companies that Boycott Israel List or that arc participating in a boycott of
Israel,or One million dollars or more if,at the time of bidding., LAPTOPSANYTIME
is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or has business
operations in Syria. The boycott Israel list is created pursuant to 215.4725, Florida
Statutes and the Sudan and Iran lists are created pursuant to section 215.473, Florida
Statutes
b As the person authorized to sign on behalf of LAPTOPSANYTIME, I hereby certify
that LAPTOI'SANYTIME is not participating in a boycott of Israel,on the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with Activities
in the Iran Petroleum Energy Sector List, or that it does not have business operations
in Syria. I understand and agree that pursuant to section 287,135,Florida Statutes,the
submission of a false certification;or being placed on the Scrutinized Companies that
Boycott Israel List, or engaging in a boycott of Israel; or being placed on the
Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies
with Activities in the Iran Petroleum Energy Sector List; or engaging in business
operations in Syria win be cause for the City to terminate this Agreement at the option
of the City. In addition. LAPTOPSANYTIME may be subject to civil penalties.
attorney's fees, andior costs.
8. Choice of Law This Agreement shall be governed by the laws of'the State of Florida and
venue shall be in Palm Beach County without regard to its conflicts of law. The parties hereby
agree that in the event of any litigation between them, such proceeding shall be brought
exclusively in the courts of the State of Florida,County of Palm Beach or the Federal District
Court with subject matter jurisdiction and encompassing the County of Palm Beach, Florida.
Each party hereby irrevocably consents and submits to the jurisdiction of, and venue in, the
aforementioned courts, and further waives any claim that a proceeding brought therein has
been brought in an inconvenient forum.
9. Conflict of Interest. LAPTOPS ANYTLME covenants that no person under its employ who
presently exercises any functions or responsibilities in connection with this agreement has
any personal financial interests, direct or indirect, with city. LAPTOPSANYTIME further
covenants that. in the performance of this agreement, no person having such conflicting
interest shall be employed, any such interests, on the part of LAPTOPSANYTIME or its
employees, must be disclosed in writing to City. LAPTOPSANYTIME is aware of the
conflict of interest laws of the State of Florida, Chapter 112, Florida Statues (2019), as
amended. agrees that it will fully comply in all respects with terms of said laws.
LAPTOPSANYTIME warrants that it has not employed or retained any person employed by
City to solicit or secure this agreement and that it has not offered to pay, paid, or agreed to
pay, any public official or person employed by city any fee, commission, percentage,
brokerage fee or gift of any kind, contingent upon of resulting from the award of this privilege.
tette 1 3064X1CI
• I
10. Ethics Disclosure. LAPTOPSANYTIME warrants that no elected official, officer, agent or
employee of the City has financial interest directly or indirectly in this contract or the
compensation to be paid under it, and further, that no city employee who acts in the City of
Boynton Beach as a"purchasing agent"as defined by§112_312(20), Florida Statutes,nor any
elected or appointed officer of the City of Boynton Beach, nor any spouse or child of such
purchasing agent employee or elected or appointed officer, is a partner. officer director, or
proprietor of i.APTOPSANYTIME,and further,that no such city employee purchasing agent,
city elected or appointed officer, or the spouse or child of any of them, alone or in
combination,has a material interest in I.APTOPSANYTIME Material interest means direct
of indirect ownership of more than five (5) percent of the total assets or capital stock of
LAPTOPSANYTIME.
Indemnity.
LAPTOPSANYTIME shall indemnify and hold harmless City,and its elected and appointed
officers,the officers,directors,employees,agents and other consultants of each of them,from
and against any and all claims, fines, fees, liabilities, damages, losses and costs, including.
but not limited to, reasonable attorney's fees, to the extent caused by the negligence,
recklessness, or intentional wrongful misconduct of LAPTOPSANYTIME and other persons
employed or utilized by 1.APTOPSANYTIME in the performance of this As, Bement
LAPTOPSANYTIME agrees to indemnity, defend, save and hold harmless the City, its
officers, agents and employees, from all damages, liabilities, losses, claims, fines and fees,
and from any and all suits and actions of every name and description that may be brought
against City, its officers, agents and employees, on account of any claims, fees, royalties, or
costs for any invention or patent or for the infringement of any and all copyrights or patent
rights claimed by any person, firm,or corporation
This indemnity includes but is not limited to claims attributable to bodily injury, sickness,
disease or death, or to injury or destruction of tangible properly, including the Work itself,
and including the loss of use resulting therefrom.
Payment of any amount due pursuant to the foregoing indemnity shall,after receipt of written
notice by LAPTOPSANYTIME from the City that such amount is due. be made by
LAPTOPSANYTIME prior to the City being required to pay same, or in the alternative,the
City,at the City's option, may make payment of an amount so due and LAPTOPSANYTIME
shall promptly reimburse the City for same,together with interest thereon at the statutory rate
from the date of receipt by LAPTOPSANYTIME of written notice from the City that such
payment is due LAPTOPSANYTIME agrees, at I.APTOPSANYTIME's expense, after
written notice from the City,to defend any action against the City that falls within the scope
of this indemnity, or the City, at the City's option, may elect not to accept such defense and
may elect instead to secure its own attorney to defend any such action and the reasonable
costs and expenses of such attorney incurred in defending such action shall be payable by
I.APTOPSANYTIME Additionally,if LAPTOPSANYTLME,after receipt of written notices
from the City, fails to make any payment due hereunder to the City, LAPTOPSANYTIME
shall pay any reasonable attomey's fees or costs incurred by the City in securing any such
his payment from LAIrl'OPSAN YTIM E.
rm1136+0 i 1111-40014:11;
i
Nothing contained herein is intended nor shall it be construed to waive the City's rights and
immunities under the common law or Florida Statute§768.28 as amended from time to time
This obligation shall not be construed to negate, abridge, or otherwise reduce any other right
or obligation of indemnity which would otherwise exist in the City's favor
ii amination for non-Appropriation ofhinds. Notwithstanding any other provision of this
Agreement. the City shall not be obligated for I.APTOPSANYTEME's performance
hereunder or by any provision of this Agreement during any of the City's future fiscal years
unless and until the City Council appropriates funds for this Agreement in the City's Budget.
or any amendment thereto, for each such future fiscal year. In the event that funds arc not
appropriated for this Agreement, then this Agreement shall terminate as of September 30 of
the last fiscal year for which funds were appropriated. The City shall notify the
LAPTOPSANYTIME in writing of any such non-allocation of funds at the earliest possible
date
Imo. jcrimination and Equal Opportunity am yment_ During the performance of this
agreement, LAPTOPSANYTIME shall not discriminate against any employee or applicant
for employment because of race, religion, color, sex or national origin.
14.pisciolinary Action. LAPTOPSANYTIME agrees to immediately notify the City of any
disciplinary action imposed against LAPTOPSANYTIME or any of its employees by any
regulatory agency with the charge of regulating LAPTOPSANYTIME
IS. Convicted Vendor List. LAPTOPSANYTEME represents to City that it is not a person or
affiliate as defined in §287.133, Florida Statutes, which has been placed on the convicted
vendor list maintained by the Florida Department of Management Services following a
conviction for a public entity crime. LAPTOPSANYTIME acknowledges and agrees that it
may not submit a bid on a contract to provide any goods or services to the City, may not
submit a bid on a contract with the City for the construction or repair of any public building
or public work, may not submit bids on leases of real property with the City, may not be
awarded an opportunity to perform work as a LAPTOPSANYTIME, supplier, subcontractor
or LAPTOPSANYTIME under a contract with the City, and may not transact business with
the City in an amount set forth in §287.017, Florida Statutes, for Category Two for a period
of THIRTY-SIX(36)months from the date of being placed on the convicted vendor list.
Iii.j ton-exclusivity The services provided pursuant to the Agreement shall be non-exclusive.
17,Consideration Adequate:. The parties acknowledge that there is adequate consideration to
enforce each and every provision of the Agreement_
18. Modification. Except as specifically amended or modified herein, the terms and provisions
of the Agreement remain unchanged. No future amendment modification to the Agreement
shall affect the terms and conditions contained in this Addendum without specific reference
to this Addendum and approved by both parties,in writing
19 Tax Fxcmpt LAPTOPSANYTIME and City agree that City is a tax exempt entity and not
subject to the payment of taxes under the Agreement
(007.VXmo 1 xononiCt
IN WITNESS WHEREOF,the parties have hereunto set their hands and seals effective as of
the effective date of the Agreement
CITY OF BOYNTON BEACH JAVA CONNECTIONS,LLC,
D/B/A LAPTOPSANYTIME
By: By:L) vtV'k i
Print Name cz Zia i),026 {Tint Name:1 "6 i14u M1 .. j iWif
Tide:_ i T
//7/4/1//96k ._ Title:
APP' S ID lik;
c;
'orney py
r
Kiosk Support Agreement
r.j. 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 t1C/
LaptopsAnytime and its affiliates("LaptoprsAnytime","we",or"our"').
1. SCOPE OF WORK&FEES FOR SERVICES
13 Initial Setup. With respect to any kiosks ordered by you and covered by an End User License
Agreement between you and LaptopsAnytime ("Kiosks"), l.aptopsAnytime 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 Krosk(s), laptop/device integration, networking setup,
and on-site training for your support staff and administrators
1.? Fees for Initial Setup. You agree to pay LaptopsAnytime 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 t_aptopsAnytime's rates at the
time of Initial Setup. You agree to pay the Initial Setup charges within days of
13 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 thkty(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 onty 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, ?019, 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 RtSPONSIBILITiES
You agree to:
• 2.1 Use Kiosks in accordance with taptopsAnytime's specificationsL .
2.2 Correct any drscrcliancy(s)in use that is not compliant with L.aptopsAnytime 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 leaning 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 after the installation of the KGosk(s)
by LaptopsAnytime and shall remain effective until termination of the End-User License Agreement
between you and LaptopsAnytime. 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. 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. UMITATiON OF UABIUTY. 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 Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in
accordance with the laws of the state of Texas,without regard to the conflicts of law rules thereof.
Any daim or dispute arising in connection with this Agreement shall be resolved in the federal or
state courts situated within Dallas County Texas 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. tt 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.
i .
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, 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.
5.8 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.
5.30 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.
IN WITNESS WHEREOF, the parties identified below have executed this Agreement as of
2070(the"Effective Date").
1 Java Connections,LLC [Clients Legal Name)
d/b/a taptopsAnytkne
•
Pr P�i4 Nail Pr ,/
Printed Name: � i11 lA� � Printed No • iiirag/ ggigg
Title: Title: 7 &Mirr.
17304 Preston Road,Suite 800 Address: grarLIMMalreeffriZin:r ' jctI. 33 ya57
Dallas.TX 75252
k.SERVICE PANS APPROVED A. TO FORM
'`=CHOOSE ONE, INSERT START DATE,AND SIGN TQ THE RIGHT INHERE I ' ■."
City orney
Client hereby elects the Platinum Pius Plan(3 Year Metre Program)to.start as: Agrawd to by
the Platinum.Plan(4 Year(Wtrfsh Prorram)to start on Agreed to by:
the Gold Plan(S Year Refresh Program)to start an
Agreed to by:
the Silver Plan"Smart Door/Draaar bnty"to start on Agreed to
Platinum Plus Plan (3
Year Refresh Program):
Annual Fee = 15% of the
Total Kiosks Cost Platinum Plan (4 Year
This package is the most
Refresh Program):Annual
comprehensive plan, Fee = 12% of the Total
which includes Kiosks Cost
additional services at no
Cost, and the lowest This package offers
costs for services
maximum value,
..w._....__ offering the same
benefits of our Gold
coverage with additional
discounts.
Gold Plan (5 Year Refresh
Program): Annual Fee =
9% of the Total Kiosks
Cost Silver Plan
This package is the most
economical plan SmartDoor/Drawer
with reduced costs Only": Annual Fee = 6%
for services: of the Total Kiosks Cost Pleacr mote: h is mandatory to
o The ability to Our most affordable cycle
the duration of a Service Plan
_._.�.__-..._._ cycle (i.r. 3, 4 or 5-years) before
remotely plan, the Silver Plan qualifying for the benefits of a F rt't•
Kiosk Refresh. If you decide to includes: upgrade from one Plan Level to
1` another, this can be dont at any o The ability to time by payer the differential between
your current plan and the new plan remotely 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 877.836.3171 for more information.
End-User License Agreement
Annual Software&Hardware License Awcenent
This End-User License Agreement (this "Agreement") is a legal contract between you(the party
identified on the last page of this Agreement and 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("JAVA CONNECTIONN 1JX ").
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE
DOWNLOADING JAVA CONNECTIONS LLCS PROPRIETARY SOFTWARE' (the
"SOFTWARE") OR OBTAINING A LICENSE TO THE SOFTWARE OR USING THE
SOFTWARE_
THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS
AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING THE SOFTWARE OR
OBTAINING A LAFTOPSANYTIME KIOSKTO THE SOFTWARE, YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU
UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS
TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS
AGREEMENT, YOU SHOULD REFRAIN FROM ACCESSING OR USING THE
SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN
YOU AND JAVA CONNECTIONS LLC CONCERNING THE SOFTWARE, AND THIS
AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL,
REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH JAVA
CONNECTIONS LLC RELATING TO THE SOFTWARE. THE TERMS OF 11-115
AGREEMENT, THE QUOTATION(S)AND ANY EXHIBITS THERETO SUPERSEDE ANY
AND ALL CLICKWRAP OR CLICK-THROUGH AGREEMENTS REQUIRED OF ANY
END USER TO ACCESS AND USE THE SOFTWARE AND KIOSK.
1.License
• 1.1. Grant of License. Java Connections LLC hereby grants to you, and you accept, a
limited, nonexclusive license to use the Kiosk Software in machine-readable, object code
form only,and the user manuals accompanying the Software(the *Documentation', only as
authorized in this Agreement. For purposes of this Agreement, the "Software" includes any
updates, enhancements, modifications, revisions, or additions to the Software made by Java
Connections LLC and made available to end-users through Java Connections LLC's web
site. lava Connections LLC shall provide you any and all updates, enhancements,
modifications,revisions,or additions to the Software that it releases to other customers, at no
additional cost; any updates, enhancements, modifications, revisions or additions that Java
Connections LLC elects to provide will not, however, be provided to you if you fail to pay
the applicable license fee_
• 1.2.Scope of Use. You may use one(1)copy of the Software activated by a LaptopsAnytime
Kiosk Host on a single server (virtual or physical)owned, leased, or otherwise controlled by
you. If you have multiple kiosks and towers connected together, you may make and use as
many copies of the Software as permitted in the purchase order. For purposes of this
L Agreement, "use" of the software means loading the Software into the temporary or
permanent memory of a computer controlling the rental of devices. Installation of the
Software on a network server solely for controlling the rental or check out of computers is
"use" of the Software, and is permitted, as long as you have a license for each server(virtual
or physical) to which the Software is distributed The Software may not he used on, or
distributed to. a greater number of kiosk towers than you have licensed. if you exceed the
number of licenses you have obtained you will be in breach of this Agreement.
• 1.3. Copies and Modifications. You may not reverse engineer, deacompile, disassemble, or
otherwise translate the Software or kiosk hardware material, components, or any kiosk
hardware or software you have obtained. You may not modify or adapt the Software or any
kiosk hardware that you have obtained in any way. You may not copy the Software, the
Documentation, and any kiosk software or hardware that you have obtained, for backup or
archival purposes. Except as authorized in this Section, no copies of the Software,
Documentation, or kiosk hardware, or any portions thereof, may he made by you or any
person under your authority or control.
• 1.4. Assignment of Rights. You will not sublicense, assign, redistribute, encumber. lease.
rent, lend, or otherwise transfer your rights and obligations in the Software, Documentation.
or kiosk hardware, as granted by this Agreement,to any party without prior written consent
of Java Connections I.I.C. Notwithstanding anything to the contrary in the preceding
sentence, you may assign this Agreement to the purchaser of all or substantially all of your
assets or to any successor by merger, consolidation, or similar corporate action
i` ("Assignee")provided, however,the Assignee agrees in writing to this Agreement
2. Intellectual Property and Confidentiality and Privacy
• 2.1. Use Reporting, License Violations and Remedies. Java Connections LLC reserves
the right to gather only the following data on Kiosk usage: the number of device rentals,
server IP addresses, and domain counts necessary to ensure that our products are being used
in accordance with the terms of this End-User License Agreement. Notwithstanding the
foregoing. Java Connections LLC shall not have access to confidential patron information
Java Connections LLC expressly prohibits simultaneous, multiple installations of our
Software and domain count overrides without prior written approval by Java Connections
LLC. Any unauthorized use shall be considered by Java Connections LIC to be a violation
of this End-User License Agreement. Java Connections LLC reserves the right to remedy
violations immediately upon discovery, by charging the then current list price of
unauthorized keys to the credit card used to make the original, authorized purchase, or by
any other means necessary You agree not to block, electronically or otherwise, the
outgoing transmission of data to an meed upon IP address or addresses required for
compliance with this Agreement. Any blocking of data required for compliance under this
Agreement is considered to be violation of this Agreement and will result in immediate
termination of this Agreement pursuant to Section 4.
• 2.2. License Automatic Update and Expiration. Your kiosk software may include an
expiration date that can result in the termination of the license. For continued annual license
renewal, the license updates automatically except if Java Connections LLC determines that
a license is used in violation of the terms of this Agreement or the annual fee is not paid If
your kiosk is stolen, or if you suspect any improper or illegal usage of your software
outside of your control you should promptly notify Java Connections LLC of such
occurrence. A replacement software download will be issued to you and the suspect
software will be overwritten. For lease licenses, your monthly or annual payment for each
kiosk and tower must be processed prior to the expiration date in order for software to be
valid. For your convenience Java Connections LLC provides license expiration warnings in
the product interface should there be any issues that would cause the product license to
eventually expire It is your responsibility to contact Java Connections 1.1,C regarding any
potential expiration that you deem inappropriate. Java Connections LLC shall not liable for
any damages or costs incurred in connection with the expired licenses or licenses in which
the annual fee has not been paid.
• 2.3. Proprietary Rights to Software and Trademarks. You acknowledge that the
Software and the Documentation are proprietary to Java Connections LLC, and the
Software and Documentation are protected under United States copyright law and
international treaties. You further acknowledge and agree that, as between you and Java
Connections LLC, Java Connections LLC owns and shall continue to own all right, title,
and interest in and to the Software and Documentation, including associated intellectual
property rights under copyright, trade secret, patent, or trademark laws This Agreement
does not grant you any ownership interest in or to the Software or the Documentation, but
only a limited right of use that is revocable in accordance with the terms of this Agreement.
Any and all trademarks or service marks that Java Connections LLC uses in connection
with the Software or with services rendered by Java Connections LLC are marks owned by
Java Connections I.LC, This Agreement does not grant you any right, license, or interest in
such marks, and you shall not assert any right, license, or interest in such marks or any
words or designs that arc confusingly similar to such marks
• 2.4. Confidentiality. You shall permit only authorized users, who possess rightfully,
obtained passwords, to use the Software or to view the Documentation. Except as expressly
authorized by this Agreement, you shall not make available the Software, Documentation,
or any passwords to any third party. You will use reasonable efforts to cooperate with and
assist Java Connections LLC in identifying and preventing any unauthorized use, copying,
or disclosure of the Software, Documentation, or any portion thereof.
• 2.5 Privacy/Compliance with Laws. Java Connections LLC will use appropriate
administrative, technical. and physical security measures to safeguard the data provided by
you and your users against accidental, unauthorized or unlawful destruction, loss.
alteration. disclosure,access, use or processing. Java Connections LLC will not rent or sell
personally identifiable data to third parties. Java Connections LLC will comply with all
applicable laws, including privacy or data security laws, including but not limited to the
Family Educational Rights and Privacy Ara, 20 USC 1232g C'FERPA"), in connection with
performing the services under this Agreement. To the extent Java Connections LLC has
access to Education Records as that term is defined in FERPA, Java Connections LLC is
deemed a"school official" as that term is defined in FERPA
3. License Fees
The Software will be available to you for use upon receipt of annual or monthly payments to
Java Connections LLC. Upon acceptance of this Agreement,you may obtain one or more kiosks
by paying the requisite license fees and hardware cost, using the procedure set forth on Java
Connections LIC web site and or written documentation The license fees paid by you are paid
in consideration of the license granted under this Agreement
, .
4. Term and Termination
This Agreement is effective upon your acceptance of the Agreement, or upon your
downloading. accessing, and using the Software, even if you have not expressly accepted this
Agreement This Agreement shall continue in effect until terminated in accordance with this
paragraph. Without prejudice to any other rights, this Agreement will terminate automatically if
you fail to comply with any of the limitations or other requirements described herein. If you are
leasing the Software, and fail to pay the applicable license fees, Java Connections LLC shall
have the right to shut down your server, You may terminate this License Agreement at any time
by:(i)providing written notice of your decision to terminate the Agreement to Java Connections
LLC and (ii) either returning the Software. Documentation, all copies thereof, and all license
keys that you have obtained to Java Connections LLC or destroying all such materials and
providing written verification of such destruction to Java Connections LLC. Java Connections
LLC may terminate this License Agreement if you breach any term of the Agreement by giving
you written notice of your breach, a reasonable opportunity to cure the breach (not to exceed
thirty (30) days), and in the event of your failure to cure the breach, Java Connections LW
decision to terminate the Agreement provided, however that Java Connections LLC may
automatically terminate the Agreement as specified herein. Upon termination of the Agreement
by Java Connections LLC, you agree to either return to Java Connections LLC the Software,
Documentation, all copies thereof, and all license keys that you have obtained.or to destroy all
such materials and provide written verification of such destruction to Java Connections LLC_
Pi 5. indemnification
Lath party (Indemnifying Party)agrees to indemnify, defend, and hold harmless the other party
(Indemnified Party) and its affiliates and their respective officers, employees, directors, agents.
licensees (excluding the Indemnifying Party). sublicensees (excluding the Indemnifying Party),
successors, and assigns from and against any and all liability, costs, losses, damages, and
expenses (including reasonable attorneys' fees and expenses) arising out of any claim, suit, or
cause of action relating to and/or arising from (a) Indemnifying Party's breach of any term of
this Agreement; (b) Indemnifying Party's violation of any rights of any third party. The
indemnification obligations set forth in the immediately preceding sentence shall survive the
termination of this Agreement
6. Disclaimer
THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS,' AND JAVA
CONNECTIONS LLC DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE
FOREGOING, JAVA CONNECTIONS LLC EXPRESSLY WARRANTS THAT THE
SOFTWARE WILL OPERATE IN ACCORDANCE WITH THE REPRESENTATIONS
MADE IN DOCUMENTATION PROVIDED TO THE CUSTOMER, BUT DOES NOT
WARRANT THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO
ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM
YOUR USE OF THE SOFTWARE. JAVA CONNECTIONS SHALL NOT BE
RESPONSIBLE FOR THE OPERATION OF SOFTWARE WHICH HAS BEEN MODIFIED
OR RECONFIGURED BY YOU.
7. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY
PARTY RELATED TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST
PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
L General Terms
• LI. Severabgity. If any tern 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,
• 112. Survival. Asides 2, 6, 7, and 8 of this Agreement and all Sections thereof, shall
survive the termination of this Agreement,regardless of the cause for termination,and shall
remain valid and binding indefinitely.
• g.3. Headings. The Article and Section headings contained in this Agreement are
incorporated for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.
• 8.4. 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.
• 8.5. Amendment.Java Connections LLC reserves the right,in its sole discretion, to amend
this Agreement from time to time upon at least thirty (30)days advanced written notice to
your duly authorized signatory noted below. Notice shall also be sent to the individuals
named on the Purchase Quotations if there is a conflict between this Agreement and the
most current version of this Agreement posted on the kiosk management software and must
be acknowledged prior to each remote manage session and the most current version will
prevail. Notwithstanding anything to the contrary herein and in an avoidance of doubt, no
material amendment of this Agreement will be effective against you unless you have
received at least thirty (30)days advanced written notice to your duly authorized signatory
noted below If you do not accept amendments made to this agreement, then this license
will be immediately terminated pursuant to Section 4.
• 8.6. Taxes. You are a tax- exempt entity and shall not pay any applicable sales, use,
transfer, or other taxes and all duties, whether national, state, or local, however designated,
that are levied or imposed by reason of the transaction contemplated under this Agreement,
excluding income taxes on the net profits of Java Connections LLC. You shall provide a
tax-exempt certificate to Java Connections LLC upon request
• 8.7 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, (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 eller deposit with a nationally overnight delivery service
(c g., Federal Express). at the addresses set forth below each Party's name on the signature
page, or to such other addressthat a party provides to the other party pursuant to the
provisions of this paragraph
• 8.8 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.
• 8.9 Entire Agreement. The parties agree: (i) that this Agreement contains the entire
agreement between the parties with respect to the settlement of the claims and the
transactions described herein and supersedes any and all prior oral or written agreements,
arrangements, or understandings between the parties relating to the subject matte' 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
9. United States Government Restricted Rights
The Software, kiosk hardware, and Documentation are provided with Restricted Rights. Use,
duplication, or disclosure by the government is subject to restrictions as set forth in
subparagraph (cX)(ii) of the Rights in Technical Data and Computer Software clause at
DFARS 252.227-7013 or subparagraphs(c) (1)and(2) of the Commercial Computer Software-
Restricted Rights at 48 C.F.R S:52.227-19. as applicable
Any of JAVA CONNECTIONS LLC KIOSK SOFTWARE, JAVA CONNECTIONS LLC
KIOSK HARDWARE, JAVA CONNECTIONS LLC BUSINESS AUTOMATION KIOSKS,
JAVA CONNECTIONS LLC, JAVA CONNECTIONS LLC SYSTEM AUTOMATION, and
any other Java Connections LLC software products as may be offered by Java Connections
LLC from time to time on www.LAPTOPSANYTIME.com con OR
www. I,APTOP SANYTIME,ne1
IN WITNESS WHEREOF, the parties identified below have executed this Agreement as of
, 2020 (the°Effective Date").
1
I
i
tJava Connections, 1,1A: (Cl t: legal?lone)
ants LaptopsAnytime (Li ) ort, pi) ,6,6/90/
y
BY: ._ ,441-%,
e _ 11.1i;,) By: CiPi—,..-.d-./(31r-- --4—"' 1
Printed Name,A1 J()VLQI646__Tukife Oty, Printed Name: Lot/ C�/4/ //i,E
Il- %
Title: 7.-/i'//i`�/U ,�/L
�� 31D
17304 Preston Road, Suite R(10 Address: POI � 1
Dallas,TX 75252 !
6o /V T-4),6 717-2.3 2S
y
APPRO D AS TO FORM
/moi
City Attorney