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Home My WebLink AboutAgreement_General_12/11/2008 (2)VILLAGE OF TEQUESTA E-MAIL SUBSCRIPTION MANAGEMENT AGREEMENT This Agreement entered into this ~ i day of December 2008, effective immediately, by and between GovDelivery, Inc., a Minnesota corporation, with offices located at 380 Jackson Street, Suite 550, St. Paul, Minnesota 55101, hereinafter referred to as the "CONTRACTOR" and the VILLAGE OF TEQUESTA, a municipal corporation, with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, hereinafter referred to as the "VILLAGE." WITNESSETH The VILLAGE and the CONTRACTOR, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and value of which is hereby acknowledged by both parties, hereby agree as follows: 1. SCOPE OF SERVICES: The VILLAGE and the CONTRACTOR both hereby agree to enter into this Agreement whereby the CONTRACTOR will provide an automated e-mail subscription management system and perform e-mail subscription services for the VILLAGE pursuant to and in accordance with the CONTRACTOR'S proposal (the "Proposal") attached hereto as Exhibit "A". The Scope of Services as set forth in the Proposal shall be carried out in the manner as specifically and individually set forth in each section of the entire Proposal. 2. INDEPENDENT CONTRACTOR: The CONTRACTOR will perform required services on an independent contractor basis and shall be solely responsible for securing at its own expense, all necessary personnel, equipment and materials required to perform the services under this Agreement. Such personnel shall not be considered employees of or have any contractual relationship with the VILLAGE. The CONTRACTOR shall be responsible for all of its employees' payroll taxes to include, but not be limited to Federal Income Withholding Tax, Worker's Compensation, FICA, and Federal and State Unemployment taxes. The CONTRACTOR is responsible for proper certification and licensure of all its officers and employees and for the provision of benefits, insurance, etc. for its officers and employees. All of the services required hereunder shall be performed by the CONTRACTOR or under its supervision, and all personnel engaged in performing the services shall be fully qualified to perform such services and shall be licensed to perform such services if required, authorized or permitted under state or local law. The CONTRACTOR agrees that it is fully responsible to the VILLAGE for the acts and/or omissions of subcontractors and of persons either directly or indirectly employed by the CONTRACTOR. All of the CONTRACTOR'S personnel (and all subcontractors) while on the VILLAGE'S property will comply with all the VILLAGE'S requirements governing conduct, safety and security. 3. COMMENCEMENT DATE; RENEWAL; TERMINATION: The Project will commence immediately from the date of execution of this agreement. This Agreement shall renew automatically for consecutive 12-months period if no written notice to terminate is given. Either party to this Agreement may terminate the Agreement upon thirty (30) days written notice to the other party. 4. COMPENSATION: The VILLAGE agrees to pay the CONTRACTOR in accordance with the Proposal. The fee for services provided pursuant to the Proposal shall be one hundred fifty dollars ($150.00) per month. CONTRACTOR'S normally assessed one-time fee of $1,500.00 for system setup services is waived. 5. SCHEDULE OF PAYMENT: The CONTRACTOR shall submit monthly billing to the VILLAGE for payment on or before the 5`h day of the month or at the VILLAGE'S option, this monthly fee may be paid in one lump sum on an annual basis. Monthly billing will continue in subsequent years so long as the Village of Tequesta offers links to GovDelivery functionality from its website. 6. EXPENSES: The VILLAGE shall not reimburse the CONTRACTOR for any travel costs incurred as a direct result of the CONTRACTOR providing deliverables to the VILLAGE in pursuance of the scope of work contained in the Proposal. 7. COMPLIANCE WITH LAWS: The CONTRACTOR hereby represents that it has complied and shall continue to comply with all applicable Federal and State statutes and local ordinances. Further, the CONTRACTOR shall be solely responsible for obtaining and complying with all necessary permits, approvals and authorizations required for the services provided hereinabove under Scope of Services to be performed pursuant to the terms of this Agreement from any federal, state, regional, county or VILLAGE agency. In addition, as provided in Sec. 287.132-133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, the CONTRACTOR certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the 2 convicted vendor list maintained by the State of Florida Department of Management Services within the thirty six (36) months immediately preceding the date hereof. This notice is required by Sec. 287.133(3)(a), Florida Statutes. 8. JURISDICTION/VENUE: This Agreement shall be governed by the laws of the State of Florida. Venue for the redress of any dispute arising out of this Agreement shall be in Palm Beach County, Florida. 9. ATTORNEYS FEES: In the event a dispute arises concerning this Agreement, the prevailing party shall be awarded reasonable attorneys' fees, including fees on appeal. 10. NOTICE: Notice as may be required in this Agreement shall be sufficient when sent by certified mail or hand delivered to the Parties at the following addresses: VILLAGE CONTRACTOR Village of Tequesta GovDelivery, Inc. 345 Tequesta Drive 380 Jackson Street, Suite 550, Tequesta, Florida 33469 St. Paul, Minnesota 55101 ATTN: Michael Couzzo ATTN: Ja Perbix l 1. NON ASSIGNMENT: The CONTRACTOR shall not transfer or assign its duties, obligations or rights as contained in the Agreement without prior written consent of the VILLAGE. 12. ENTIRE AGREEMENT: This four (4) page Agreement constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modification is in writing, agreed to by both parties and attached hereto as an addendum to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. WITNESSES: CONTRACTOR: GovDelivery, Inc. __L~I~ ( orate Seal) 3 ATTEST: ~i o~: ~c~ ~-~~ Lori McWilliams, CMC Village Clerk _. `~~ Q F-- TFn [VILLAGE SEAL]',` SEAL :~ .INCORPORATED: VILLAGE OF TEQUESTA Michael Cou Village M er APPROVED AS TO FORM AND LEGAL Y:\dots\Tequesta\AgreementsWgeement E-mail Subscription-GovDelivery 2008.doc ,~~ UESTq 1! ; To: From: Date: Subject TEQUESTA POLICE DEPARTMENT MEMORANDUM Michael R. Couzzo, Jr. Village Manager Chief William E. McCollo November 25, 2008 GOVDELIVERY -EMAIL BROADCAST SYSTEM Attached for Council approval is the GovDelivery Email Subscription Management Agreement. GovDelivery is an email broadcast solution purposely built for Government to Citizen Communication. GovDelivery is specifically tailored for Government application, where other vendors are designed for business marketing. Although other hosted products do exist, they do not provide the features, level of service, ease of use, or seamless integration of the GovDelivery solution. Because of this, GovDelivery has features that provide significant benefits to our residents that are unique only to GovDelivery (Please see below). IT Specialist Brad Gomberg is recommending GovDelivery as the sole source vendor for the email broadcast service, based on the following features that only GovDelivery provides: - User Subscription Management that offers awide-range of topics as "subscription options" so your website visitors can select topics of specific interest to them. Automated Workflow that connect website updates to subscription options. The system monitors an organization's website for content updates and automatically sends email messages to citizen subscribers based on their personal preferences when new information is posted. This unique approach allows the subscription system to "piggyback" on the government entities current workflow process for keeping its website updated. In addition, automated workflow is flexible so that the government can manually target messages and e-newsletters even when website updates don't occur. Content can be delivered directly to the public through email or wireless alerts or citizens can be offered a link back to the website. - Delivery Infrastructure that ensures rapid delivery of messages to the appropriate subscribers. Well- deployed DSM should maximize the number of emails that reach the inbox instead of the Spam filter. Please see the following page for a comparison of GovDelivery to your average Email Broadcast in-house solution: Out-of-the-box solution with no programming required to launch, maintain, and/or add new subscription options: web- based for seamless upgrades to system Proprietary Page Watch system automatically monitors changes and proactively generates email alerts to subscribers (or administrators) when content is updated Citizens are empowered with 10 to 40 times more subscription choices located throughout the website. Single-user profiles make subscription management easy for citizens and administrators Extensive programming required to launch system and add subscription options; upgrades take valuable time and resources Extensive administrative support required; web content managers typically must send email notices manually when website content changes One-size-fits-all solution with limited subscription choices in few places on site Citizens often required to sign up to many separate lists rather than maintain asingle-user profile 300% to 1,100% more subscribers means more information Fewer subscription options mean fewer subscribers and "pulled" by citizens; increases website usage by 20% to return website visits 50% No software or hardware installation and no hidden costs or Software and hardware usually required; additional fees consulting fees; unlimited training and support required for setup and support I have attached all of the necessary documents to submit the Agreement to Council. Attorney Keith Davis has rewritten the original a~'eement to satisfy the legal form and sufficiency. [f you concur, I would request that the Agreement is placed on the December 11, 2008 Council agenda. Page 1 of 3 Attad~n-ents can eo~rtain vin~ses that may harm your computer. Attachments may not display correctly. G0111ib@t'9. BI"11d Fran: McCdbm, WllNam Scn~ Thu 11/20/2008 8:01 PM To: Gomberg, Brad Cc: Subject: F1Al: proposal/aontract AttachmerHs: l„] ggr~ement E-mail Subsai~ton-GovDeliverv 2008 48KB1 See if the vendor will sign the attached. Chief From: keith W. Davis [mailtoketh@corbettandwhite,com] Sent: Thu 11/20/2008 6:07 PM To: McColkxn, Wifliam Subject: ItE: Prop~Ueontract Chief: AS We discussed, the proposal IS a Iltde "i0ose" In its terms; aS such, see if they'll agree to sign the att~hed, which would make their proposal Exhibit A. Let me know. Thanks. 762-1765 is my cell # for tomorrow (Friday). Keith W. Davis, Esq. Corbett and White, P.A. Tel: (561) 586-7116 -----Original Message----- From: McColkxn, WiNiam [mailtowmocoilom@tequesta.org] Sent: Monday, November 17, 2008 2:30 PM To: keith W. Davis Subject: FW: proposal/contract Please review for legal farm and suffkiency. Thanks, Chief William E. McColkxn Tequesta Police Department 357 Tequesta Drive Teque~ta, A 33469 (561) 744-4019 (561) 745-7877 FAX (561) 431-0572 eFax wrnccollomCa~tequesta.org Florida has a very broad publk records law. Most written communications to https://teq-exh/exchange/bgombergllnboxlFW:%20proposal xF8FF contract.EML?Cmd=... 12/1/2008 Page 2 of 3 or from state or local offidais regarding state or kxal business are considered to be public rewr~ds and will be made available to the public and the media upon request, Therefore, your email message is subject to disdosure. ----Original Message---- From: Gomberg, Brad Sent: Tuesday, November 04, 2008 3:56 PM To: McColkxn, William Subje~: FW: proposaUcontract lust need this signed Thank you, Brad tomberg Director of 1T / IS The ~Ilaye of Tequesta 561-744-4055 561-262-5173 C. www.tequesta.org ----Original Message---- From: Deb Castle [mailto:deb,casde@govdelivery.com] Sent: Tuesday, November 04, 2008 3:17 PM To: tomberg, Brad Subject: proposal/contract Hi Brad, Attached is the proposal/contract. Please read it over, sign and fax it back. The fax number is below. I have a request in for kids off meeting option times with your account manager. As soon ~ I hear bads from her, I'll fnrwarYl them abng and we can find a time that works for you and her. Thanks, Deb Deb Castle Senior Business Development Specialist * GovDelivery 380 Jackson Street, Suite 550 s Saint Paul, MN 55101 Direct: 6S 1-379-6224 Fax: 651-665-0943 www.govdelivery.oom <http:llwww.9ovdetivery.com > > P Think before you print *** eSafe scanned this email for malicious oonbent *** *** IMPORTANT: Do not open attachments from unrecognized senders *** https://teq-exh/exchangeJbgomberg/Inbox/FW:%20proposal xF8FF contract.EML?Cmd=... 12/1/2008 Page 3 of 3 No virus found in this incoming message. Checked by AVG - http://www.aYg.com <ht~;//www.avg.com/> Version: 8.0.175 /Virus Database: 270.8.6/1766 -Release Date: 11/4/2008 8:26 AM Na virus found in this incoming message. Checked by AVG - http;//www.avg.com Version: 8.0.175 /Virus Database: 270.9.9/1803 -Release Date: 11/21/2008 9:37 AM hops://teq-exh/exchange/bgomberg/Inbox/FW:%20proposal_xF8FF contrac~EML?Cmd-... I2/U2008 Page 1 of 2 Gomberg. Brad Flom: Lieb Castle [debcastie~govdelivery.aom] Sent: Fri ii/21/2008 3:44 PM To: Gomberg, Brad Cc: SubJec~: FtE: Expanded Agreement Attachments: Got it. Thanks, Deb Castle GovDelivery, Inc. -----Original Message----- From: Gomberg, Brad [malto:bgomberg@tequesta,org] Sent: Friday, November 21, 2008 2:43 PM To: Deb Castle Cc: McColkxn, William Subject: Expanded Agreement Deb, Per our conversation the expanded agreement is attached. Please let me knout as soon as you hear bade from your CFO Thank you, brad Gomberg Director of IT / IS The Yllage of Tequesta 561-744-4055 561-262-5173 C. www.teguesta.org -----0riginal Message----- From: Deb Castle [maiito:deb.castle@govdelivery.com] Sent: Wednesday, November 05, 2008 3:15 PM To: Gomberg, Brad Subject: media package Hi Brad, Here <http:/Jwww,govdefiyery,comjhidden/dientmarketing,html> is the media kit as promised. Talk in you tomorrow! https://teq-exh/exchange/bgomberg/Inbox/RE:"~o20Expanded%20Agreement.EML?Cmd=o... 12/1 /2008 Page 2 of 2 -Deb Deb Castle Senior Business Devebprrient Specialist s GovDelivery 380 ]ackson Street, 5uibe 550 s Saint Paul, MN 55101 Direct: 651-379-6224 vwvw.govdetivery.corn <http:/Jvrww.govdelivery,com> P Think before you print No virus found in this incoming message. Checked by AVG - http:l/www.ayg.com Version: 8.0.175 /Virus Database: 270.9.0/1771-Release Date: 11/6/2008 7:58 AM No virus found in this incoming message. Checked by AVG - http://www.avg.com Version: 8.0.175 /Virus Database: 270.9.9/1803 -Release Date: 11/21/2008 9:37 AM httPs ~ ~Jteq-exh/exchan8e/b8omberg/Iniwx/RE: %20Expanded%20Agreement.EML?Cmd~... 12/ 1 /2 008 Page 1 of 1 You repUed on 11/14/2008 3:34 PM. GOrpber'9. Bt'ad Froth: Deb Castle [deb.c~tle@goYdelivery.aom] Sent Mon il/24/Z008 3:34 PM To: Gomberg, Brad Cc: McColbm, William; Darren Gerke Subject RE: txparlded Agreement At#schmettts: Hi Brad, The signed agreement will be faxed bads b~ you akxtg with the W-9 that Eve requested by end of day today. Thanks, Deb Castle G01fDeliVery, Inc. ---_-Original Message---- From: Gomberg, Brad [mailtobgomberg~tequesta,org] Seat: Friday, November 21, 2008 2:43 PM To: Deb Castle Cc: McColkxn, William Subject: Expanded Agreement Deb, Per our wrnersatbn the expanded agreement is attached. Please let me know as soon as you hear back from your CFO Thank you, Brad Gomberg Director ~ IT / IS The Village of Tequesta 561-744-4055 561-262-5173 C. www.tequesta.org No virus found in this incoming message. Checked by AVG - http://www.avg,com Version: 8.0.175 /Virus Database: 270.9.9/1809 -Release Labe: 11/24/2008 2:36 PM htt>as://teq-exh/exchan>ze/baombere/Inbox/RE:%20Exnanded%20AQreement-2.EML?Cmd... 12/1/2008 VILLAGE OF TEQUESTA �� Village Clerk's Office Lori McWilliams, MMC October 7, 2014 GovDelivery, Inc. Attn: Jay Perbix 380 Jackson Street Suite 550 St. Paul, Minnesota 55101 Dear Mr. Perbix: The Village of Tequesta has elected to invest in an all-in-one emergency notification system to communicate with our residents during emergencies. The new system will allow us the ability to communicate through numerous outlets (landline, cell, text, email, social media and web) instantly — all at one time. We appreciate the relationship we have had over the years with Govdelivery; however, due to the rapid pace of changing technology, the communication landscape has changed drastically. We feel as a Village that it is time to implement new processes and software in an effort to stay ahead of the curve. We respectFully request to terminate our agreement with GovDelivery as of December 11, 2014, as per the terms of our agreement under Item 3 Commencement Date: Renewal: Termination. Sincerely, �f L�- ► '' I��CUC�-G�i� Lori McWilliams, MMC Village Clerk / PIO Cc: Village Manager Village Attorney Village IT Manager Village Finance Department Attachment: Agreement VILLAGE OF TEQUESTA E-MAIL SUBSCRIPTION MANAGEMENT AGREEMENT This Agreement entered into this � ( day of December 2008, effective immediately, by and between GovDelivery, Inc., a Minnesota corporation, with offices located at 380 Jackson Street, Suite 550, St. Paul, Minnesota 55101, hereinafter referred to as the "CONTRACTOR" and the VILLAGE OF TEQUESTA, a municipal corporation, with offices located at 345 Tec�uesta Drive, Teyuesta, Florida 33469, hereinafter referred to as the "VILLAGE." WITNESSETH The VILLAGE and the CONTRACTOR, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and value of which is hereby acknowledged by both parties, hereby agree as follows: l. SCOPE OF SERVICES: The VILLAGE and the CONTRACTOR both hereby agree to enter into this Agreement whereby the CONTRACTOR will provide an automated e-mail subscription management system and perform e-mail subscription services for the VILLAGE pursuant to and in accordance with the CONTRACTOR'S proposal (the "Proposal") attached hereto as Exhibit "A". The Scope of Services as set forth in the Proposal shall be catried out in the manner as specifically and individually set forth in each section of the entire Proposal. 2. INDEPENDENT CONTRACTOR: The CONTRACTOR will perform reyuired services on an independent contractor basis and shall be solely responsible for securing at its own expense, all necessary personnel, equipment and materials required ta perform the services under this Agreement. Such personnel shall not be considered employees of or have any contractual relationship with the VILLAGE. The CONTRACTOR shall be responsible for all of its employees' payroll taxes to include, but not be limited to Federal Income Withholding Tax, Worker's Compensation, FICA, and Federal and State Unemployment taxes. The CONTRACTOR is responsible for proper certification and licensure of all its officers and employees and for the provision of benetits, insurance, etc. for its officers and employees. All of the services required hereunder shall be performed by the CONTRACTOR or under its supervision, and all personnel engaged in pertorming the services shall be fully qualified to perform such services and shall be licensed to perform such services if required, authorized or permitted under state or local law. The CONTRACTOR agrees that it is fully responsible to the VILLAGE for the acts and/or omissions of subcontractors and of persons either directly or indirectly employed by the GONTRACTOR. All of the CONTRACTOR'S personnel (and all subcontractors) while on the VILLAGE'S property will comply with all the VILLAGE'S requirements governing conduct, satety and security. 3. COMMENCEMENT DATE; RENEWAL; TERMINATiON: The Project will commence immediately from the date of execution of this agreement. This Agreement shall renew automatically far consecutive 12-months period if no written notice to terminate is given. Either party to this Agreement may terminate the Agreement upon thirty (30) days written notice to the other party. 4. COMPENSATION: The VILLAGE agrees to pay the CONTRACTOR in accordance with the Proposal. The fee for services provided pursuant to the Proposal shall be one hundred tifty dollars ($150.00) per month. CONTRACTOR'S nonnally assessed one-time fee of $I,500.00 for system setup services is waived. 5. SCHEDULE OF PAYMENT: The CONTRACTOR shall submit monthly billing to the VILLAGE for payment on or before the 5`h day of the month or at the VILLAGE'S option, this monthly fee may be paid in one lump sum on an annual basis. Monthly billing will continue in subsequent years so long as the Village of Tequesta offers links to GovDelivery functionality from its website. 6. EXPENSES: The VILLAGE shall not reimburse the CONTRACTOR for any travel costs incurred as a direct result of the CONTRACTOR providing deliverables to the VILLAGE in pursuance of the scope of work contained in the Proposal. 7. COMPLIANCE WITH LAWS: The CONTRACTOR hereby represents that it has complied and shall continue to comply with all applicable Federal and State statutes and local ordinances. Further, the CONTRACTOR shall be solely responsible for obtaining and complying with all necessary permits, approvals and authorizations required for the services provided hereinabove under Scope of Services to be performed pursuant to the terms of this Agreement from any federal, state, regional, county or VILLAGE agency. In addition, as provided in Sec. 287.132-133, Flnridu Stututes, by entering into this Agreement or performing any work in furtherance hereot; the CONTRACTOR certities that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the 2 convicted vendor list maintained by the State ofi Florida Department of Management Services within the thirty six (36) months immediately preceding the date hereof. This notice is required by Sec. 287.133(3)(a), Florida Statutes. 8. JURISDICTIONNENUE: This Agreement shall be governed by the laws of the State of Florida. Venue for the redress of any dispute arising out of this Agreement shall be in Palm Beach County, Florida. 9. ATTORNEYS FEES: In the event a dispute arises concerning this Agreement, the prevailing party shall be awarded reasonable attorneys' fees, including fees on appeal. 10. NOTICE: Notice as may be required in this Agreement shall be sufficient when sent by certitied mail or hand delivered to the Parties at the following addresses: VILLAGE CONTRACTOR Viliage of Tequesta GovDelivery, Inc. 345 Tequesta Drive 380 Jackson Street, Suite 550, Tequesta, Florida 33469 St. Paul, Minnesota 55101 ATTN: Michael Couzzo ATTN: Ja Perbix 11. NON ASSIGNMENT: The CONTRACTOR shall not transfer or assign its duties, obligations or rights as contained in the Agreement without prior written consent of the VILLAGE. 12. ENTIRE AGREEMENT: This four (4) page Agreement constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such moditication is in writing, agreed to by both parties and attached hereto as an addendum to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year fiirst above written. WITNESSES: CONTRACTOR: GovDelivery, Inc. �� ( orate Seal) 3 ATTEST: VILLAGE OF TEQUESTA �a � �. ; � C.✓� � � iL°t.4J;� .��ryL _ r � Lori McWilliams, CMC Michael Cou Village Clerk Village M er �,,,,,,�,��,,,,,� `'��E.�F TF��'' , ;'��C? p p QCi"'�, ; c�� R��'�:N�;; [VILLAGE SEAL]=�; SEAL :y" APPROVED AS TO FORM AND LEGAL : INCORPORATED� = SUFFIC E�1�� "=,�'j�•. g�.•''�••�` ,,�___., ,,,q•. 4 1 ,.. �p,,. ` r .,,,TF•�.....�..••oQ.�,,. , , %,,,,��OF��FL�r�` !�} � ' TFeIa W#�e�£sq. _- - `�Vitlage`Attorfiey Y'�docs\Tequesta�AgreemeMsWgreemeM E-maii Subscriptiot►-Govllelivery 2008.doc 4