HomeMy WebLinkAboutDocumentation_Regular_Tab 03_1/13/2022Agenda Item #3.
Regular Council
STAFF MEMO
Meeting: Regular Council - Jan 13 2022
Staff Contact: Jeremy Allen, Village Manager Department: Manager
Approval of Contracts Signed by Manager Under $25,000 (Per Village Ordinance we are presenting
the following agreements, proposals, commitments and memorandum of understanding to Council.) A.
Civic Plus ChatBot Module Agreement -Village Clerk, $2,018.99 First Year; $2,549.25 Year 2; and 3%
increase each year thereafter. B. Easy Vote Software Agreement, EST-000645-Village Clerk,
$1,250.00 ($1,000.00 Annual Fee and a $250.00 one time implementation and training fee.
Approval of Contracts Signed by Manager Under $25,000 (Per Village Ordinance we are presenting
the following agreements, proposals, commitments and memorandum of understanding to Council.)
A. Civic Plus ChatBot Module Agreement -Village Clerk, $2,018.99 First Year; see agreement for
additional years.
B. Easy Vote Software Agreement, EST-000645-Village Clerk, $1,250.00 ($1,000.00 Annual Fee and
a $250.00 one time implementation and training fee.
This document and any attachments may be reproduced upon request in an alternative format by completing
our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-768-0443.
MOW
This agenda item is respectfully submitted for your review and approval.
Civic Plus ChatBot Module -Village Clerk
EasyVote Agreement EST000645-Village Clerk
Page 31 of 488
Agenda Item #3.
Memorandum
TO: Jeremy Allen, Village Manager
FROM: Lori McWilliams, Village Clerk
DATE: December 8, 2021
SUBJECT: Civic Plus — ChatBot Module
Description:
A Chatbot module is being added to the Village's website in an effort to help increase communication
efforts to our residents and customers by providing instant around the clock (24-7-365). Customer
service and citizen relationships go hand -in -hand. We want to give your citizens the highest quality,
most responsive, and personalized customer service experience possible.
The CivicPlus Chatbot, is an Artificial Intelligence powered customer service tool built specifically for
our website. It is designed to provide helpful and personalized customer service interactions to our
residents while saving staff time and money.
The CivicPlus Chatbot provides:
• Automated citizen service
• Answers to citizen questions from multiple sources
• Insightful analytics
• An experience designed for the public sector
Fee:
• Total Investment 15t Year - $2,018.99 (prorated December 2021-September 30, 2022)
• Annual Recurring Services — Year 2 - $2,549.25 (October 1, 2022-September 30, 2023)
• Each year thereafter our CivicPlus master agreement has a 3% annual technology uplift fee
applied to our account
Page 32 of 488
Agenda Item #3.
CP
CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
us
Client:
Tequesta FL - CivicEngage
Quote #:
Date:
Expires On:
Product:
Bill To:
Tequesta FL - CivicEngage
Q-20917-1
11 /18/2021 1:59 PM
12/31 /2021
CivicEngage
SALESPERSON Phone I EMAIL I DELIVERY METHOD PAYMENT METHOD
Michele Beckett x I michele.beckett@civicplus.com I Net 30
CivicEngage - Statement of Work
QTY
Product Name
DESCRIPTION
PRODUCT
TYPE
1.00
CivicPlus Chatbot Subscription
Powered by Al technology, the Frase Answer Engine for
Renewable
Local Government uses website content to answer citizen
questions. This solution includes dashboard analytics and
language translation.
Total Investment - Year 1 USD 2,018.99
Annual Recurring Services - Year 2 USD 2,549.25
Total Days of Quote:298
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291• Support Ext. 307 • Fax 785-587-8951
Page 1 of 4
Page 33 of 488
Agenda Item #3.
1. This Statement of Work ('SOW') shall be subject to the terms and conditions of the Tequesta FL-CivicEngage
Statement of Work signed by and between the. Parties ("the Agreement"). By signing this SOW, Client expressly
agrees to the terms and conditions of the Agreement, as though set forth herein.
2. Client will be invoiced for the Total Investment - Year 9 (the sum of one-time costs and a prorated portion of the
Annual Recurring Services) upon signing and submission of this SOW. The Annual Recurring Services
subscription fee for the Products (as described above) Included In this SOW are prorated and co -termed to align
with the Cllenfs current billing schedule and the Annual Recurring Services amount will subsequently be added
to Client's Term and regularly scheduled annual invoices under the terms of the Agreement.
3. Each year this SOW is in effect, a technology investment and benefit fee, as agreed to in the Agreement, will be
applied to the Annual Recurring Services subscription fee.
4. Client understands that the services contracted for herein (the "ServicW) do not collect, and CivicPlus
discourages Client from soliciting and collecting, any personally identifiable information ("PII"), personal health
information ("PHI"), payment card Industry information CPCI") or any other financial data from its users. CivicPlus
cannot monitor and control Client's actions; therefore, in the event Client solicits and stores any PII, PHI, PCI or
other financial data, it is at Client's sole discretion and risk. Client: as the data owner, and not CivicPlus, is solely
responsible for the applicable laws and regulations regarding any data breach involving such data, Including
breach notification and credit monitoring requirements.
5. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, CiVICPLUS MAKES NO
REPRESENTATION OR EXTENDS ANY WARRANTY OF ANY KiND, EITHER EXPRESS OR IMPLIED, TO
THE CLIENT WiTH RESPECT TO ANY TECHNOLOGY OR OTHER SUBJECT MATTER OF THIS
AGREEMENT AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NONiNFRINGEMENT WITH RESPECT TO ANY AND ALL OFTHE
FOREGOING.
5. Client agrees to use the Service in ways that conform to all applicable laws and regulations. Client agrees not to
make any attempt to gain unauthorized access to the Services and/or any of CivicPlus' systems or networks.
Client agrees that CivicPlus shall not be responsible or liable for the content of messages created by Client, or by
those who access Service.
7. Client understands that the Services must crawl over Client's entire site and scrape information for successful
performance. Client shall be solely responsible for obtaining permission from any third -party whose content may
be crawled and/or scraped by the usage of the Services. In no event shall ClvcPlus be liable to Client or any
third -party, for any claim, action, liability, or damages, arising out of or related to the Services crawling over and/
or scraping any third -party system and/or content. The cost of the Services listed in this SOW is for one domain,
limited to ten crawled websites, if Client requires more domains or crawled websites, please reach out to your
CivicPlus representative.
8. No anything to the contrary, CivicPius and/or its partners shall have the right to collect and analyze
data and other information relating to the provision, use and performance of various aspects of the Services and
related systems and technologies (including, without limitation, information concerning Client data and data
derived therefrom), and CivicPlus and/or its partners will be free (during and after the term hereof) to
(1) use such information and data to improve and enhance the Services and for other development, diagnostic
and corrective purposes in connection with the Services and other CivlcPius offerings, and (ii) disclose such data
solely in aggregate or other de -identified form in connection with its business. No rights or licenses are granted
except as expressly set forth herein.
Signature Page to Fot/ow.
V. PD 06.01.2015-0m
Page 2 of 4
Page 34 of 488
Agenda Item #3.
Acceptance
By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the
Agreement terms and conditions
IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of
the dates below.
Client
By: 4UAN�
Name: y Yz�l'tn
Title: ftav rl- r.
CivicPlus
By:
Name:
Title:
Date: Date:
�a-f-a�
CivicPlus - 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.00m
Toll Free 898-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
Page 3 of 4
Page 35 of 488
Agenda Item #3.
Contact Information
.all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet.
Organization V't � I, v b � TP ppzs URL lL) t.vl v . """ aivef � . D r5
Street Address ✓ 2 4 r �nU
Address 2T J 1 `i l�J 33L((A
City 0 State Postal Code
CivicPlus provides telephone support for all trained clients from 7am —7pm Central Time, Monday -Friday (excluding holidays).
Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for
ensuring CivicPlus has current updates.
Emergency Contact & Mobile Phone ( w I n nTY)� (` eer ^ 5 (- t
Emergency Contact & Mobile Phone 0 (Q d Coo m('b ° =Ql -79
I Emergency Contact & Mobile Phone Lori
.t CAI
Billing Contact E-Mail
� b i -I tom o �ts3 ----
Phone � � , � .� �.Fax
Billing Address �
Address 2
City SS U ^ h �593 D�� 0 Sta(� Postal Code
Tax ID # p� ` ` Sales Tax Exempt #
Billing Terms Account Rep
Info Required on Invoice (PO or Job #)
Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ (�
Please list all external sources:
Contract Contact Email
Phone Ext. Fax
Project Contact Email
Phone Ext. Fax
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPfus.com
Toll Free 888-228-2233 • Accounting Ext. 291• Support Ext. 307 • Fax 785-587-8951
Page 4 of 4
Page 36 of 488
Agenda Item #3.
0000109 12/30/16
DR-14
o
i
Consumer's Certificate of Exemption R.10/15
Issued Pursuant to Chapter 212, Florida Statutes
FIORtRA
85.8015833079C-7 02/28/2017 02/28/2022 MUNICIPAL GOVERNMENT
Effective Date
This certifies that
VILLAGE OF TEQUESTA
346 TEQUESTA DR
JUPITER FL 33469-3062
is exempt from the payment of Florida sales and use tax on real property rented, transient rental property rented, tangible
personal property purchased or rented, or services purchased.
,F Important Information for Exempt Organizations
DR-14
R. 10/15
1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases.
See Rule 12A-1.038, Florida Administrative Code (FA.C.).
2. 'Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's
customary nonprofit activities.
3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be
reimbursed by the organization.
4. This exemption applies only to purchases your organization makes. The sale or lease to others of tangible
personal property, sleeping accommodations, or other real property is taxable. Your organization must register,
and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this
requirement except when they are the lessor of real property (Rule 12A-1.070, FA.C.).
5. �lt is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no
`Circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for
;payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third-degree
,felony. Any violation will require the revocation of this certificate.
6. If you have questions regarding your exemption certificate, please contact the Exemption Unit of Account
Management at 800-352-3671. From the available options, select "Registration of Taxes," then "Registration
Information," and finally "Exemption Certificates and Nonprofit Entities." The mailing address is PO Box 6480,
Tallahassee, FL 32314-6480.
Page 37 of 488
Agenda Item #3.
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 38 of 488
Agenda Item #3.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA")
by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at
www.w3.org/TR/WCAG/."
Page 39 of 488
Agenda Item #3.
Memorandum
TO: Jeremy Allen, Village Manager
FROM: Lori McWilliams, Village Clerk
DATE: December 3, 2021
SUBJECT: EasyVote
Description:
A comprehensive campaign software package that provides the Clerk's Office with a robust online tool
to automate the filing and management of the necessary forms for candidate eligibility and campaign
finance reporting designed to meet state requirements.
Fee: $1250
• $1000 annual fee
• $250 one time implementation and training fee
Page 40 of 488
Agenda Item #3.
Easy I ote
EasyVote Solutions
6400 Head Rd
Wilmington NC 28409
U.S.A
ESTIMATE
# EST-000645
Bill To
Village of Tequesta, FL Estimate Date : 11 /19/2021
345 Tequesta Dr.
Tequesta Florida 33469 Expiry Date : 12/19/2021
1 EasyCampaignFinance 1.000 1,000.00 1,000.00
Cloud -based, electronic filing solution that brings efficiency
and transparency to the administration, reporting, and public
viewing of campaign disclosure reports. Price is billed on an
annual basis. Unlimited number of users.
2 Initial Implementation 1.000 250.00 250.00
One-time, initial web implementation and training fee.
Sub Total 1,250.00
Total $1,250.00
Notes
Priced is invoiced annually on the anniversary date of the implementation.
Terms & Conditions
The customer warrants that he/she is authorized to place order on behalf of the company, accepts the terms of this agreement, authorizes
EasyVote Solutions (EVS) to order the equipment or software quoted herein, install the equipment or software at the customer's location,
and remit timely payment to EVS. Returns are subjects to a 20% restocking fee. Professional services, once performed, are non-
refundable. Customer agrees that invoiced amounts not paid to terms will be subject to late fees of 1 and 1 /2 per cent per month. All
returns must be received by EVS within 30 days after shipment by EVS. All returns must be authorized by EVS.
Page 41 of 488
Agenda Item #3.
Easy Vote
TERMS AND CONDITIONS
OF SOFTWARE LICENSE
These Terms and Conditions of Software License form a legally binding contract and
agreement (the "Agreement") between EasyVote Solutions, Inc ("Baste") and the
Village of Tequesta, FL (as applicable, the "Licensee") that places an order for, or signs a written
contract to obtain a license for, the Licensed Software, as more particularly described below.
Background
This Agreement is effective as of the date (the "Effective Date") on which either (a)
EasyVote and Licensee sign a written contract that incorporates this Agreement by reference (if
applicable, a "Written Order"), or (b) Licensee or one of its agents clicks on the "Acc " button
on a web page owned or controlled by EasyVote (if applicable, an "Online Order"), indicating
Licensee's intention to accept and agree to this Agreement in order to obtain certain license rights
to use the Licensed Software (defined below). Each of EasyVote and Licensee are hereinafter
referred to as a "Party" or collectively as the "Parties". The Written Order or the Online Order
applicable to Licensee's use of the Licensed Software, as the case may be, is referred to as the
"Order".
NOW, THEREFORE, in consideration of the parties' mutual rights and responsibilities,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1. LICENSED SOFTWARE
1.1. EasyVote hereby grants to Licensee, subject to the terms of this Agreement and the
payment of any fees required by this Agreement or the Order, a non-exclusive, right and license
to access, execute, install, load, host, store, and use the Licensed Software in accordance with the
user manuals, training materials, and other documentation or materials provided by EasyVote for
use with the Licensed Software (collectively, the "Documentation") for the purpose of managing
voting procedures and operations for the jurisdiction or jurisdictions indicated in the Order (as
applicable, the "Jurisdiction").
1.2. Licensee may not (a) sell, rent, or sub -license the Licensed Software, (b) use the
Licensed Software in the operation of a service bureau or time-sharing arrangement, or otherwise
redistribute the Licensed Software to any other person or entity, (c) remove or alter any copyright
or trademark notices on the Licensed Software or the Documentation, (d) use, maintain, store, copy
or access the Licensed Software for the benefit of any jurisdiction or voting precinct other than the
Jurisdiction, or (e) reverse engineer, decompile, or disassemble the executable form of the
Licensed Software.
1.3. All right, title, and interest in and to the EasyVote Materials (hereinafter defined)
is and shall be solely owned by EasyVote. Licensee shall take any actions reasonably requested
by EasyVote to perfect and protect EasyVote's right, title, and interest acknowledged and agreed
to in this Section. For purposes of this Agreement, "EasyVote Materials" consists of (i) the
Licensed Software, the source materials for the Licensed Software and all algorithms, architecture,
documentation, know-how, methods, procedures, processes, trade secrets, workflow, and other
Page 1 of 7
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Agenda Item #3.
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Agenda Item #3.
Easy Vote
intellectual property acquired, created, or otherwise owned by EasyVote; (ii) the Documentation
and all other intellectual property of EasyVote throughout the world; (iii) any derivative works,
improvements, enhancements, or extensions of any of the foregoing.
1.4. EasyVote will provide online, email or telephonic support for the Licensed
Software as set forth in EasyVote's Documentation from time to time. Unless otherwise specified
in an Order, such support is at no additional charge and EasyVote makes no warranties or promises
regarding such support.
2. COMPENSATION
2.1. COMPENSATION. Licensee will pay EasyVote as provided in the Order.
2.2. LATE PAYMENTS. Unless otherwise provided in the Order, amounts due under
the Order are due within thirty (30) days of the date of invoice. Amounts not paid when due will
bear interest at the rate of 1.5% per month (or the highest rate of interest permitted by law,
whichever is lower). If any check provided by Licensee is dishonored for "insufficient funds"
Licensee will pay EasyVote an NSF fee of $35.
3. TERM AND TERMINATION
3.1. TERM. The Licensee's license to use the Licensed Software will commence on the
Effective Date and continue indefinitely until this Agreement is terminated by either Party.
3.2. TERMINATION. Neither party may terminate this Agreement except in one of the
following ways:
Termination for Cause. Either party may terminate this Agreement immediately if
the other party:
a. voluntarily files a petition for bankruptcy or is the subject of an
involuntary petition for bankruptcy that is not stayed or dismissed within thirty (30)
days after filing;
b. makes an assignment for the benefit of creditors;
C. has a receiver imposed or appointed over all or substantially all of its
assets, which appointment is not stayed or dismissed within thirty (30) days;
d. assigns or transfers, either voluntarily or by operation of law, any or
all of its rights or obligations under this Agreement without having obtained the
prior written consent of the other Party; or
e. breaches a material provision of this Agreement and fails to cure the
breach within thirty (30) days' notice thereof from thenon-breaching Party.
ii. Termination Not for Cause. Either Party may terminate this Agreement if the other
Parry is not in breach of this Agreement by providing the other Party with written notice thereof
at least sixty (60) days before the effective date of termination.
3.3. EFFECT OF TERMINATION. Upon termination of this Agreement for any cause
or reason whatsoever, neither Party shall have any further rights or obligations under this
Agreement, except as expressly set forth herein. The provisions of Sections 1.2, 1.3 and 2 through
Page 2 of 7
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Agenda Item #3.
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Agenda Item #3.
Easy �ote
7 of this Agreement shall survive the expiration or termination of this Agreement for any cause or
reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the
Parties shall each remain liable to the other for any indebtedness or other liability arising under
this Agreement.
4. CONFIDENTIALITY AND NON -DISCLOSURE
4.1. Each Party (as applicable, the "Recipient") agrees to keep confidential, not disclose
to any third party, and not use for any purpose not permitted by this Agreement, any Confidential
Information it receives from the other Party (as applicable, the "Discloser"). "Confidential
Information" means, with respect to the Discloser, any information relating to (a) the business,
operations, products, systems, or services of the Discloser that are not publicly known, (b) any
trade secrets of the Discloser (as that term is defined by applicable law), and (c) any other
information or data that is either (i) reduced to writing and marked with the legend "confidential"
or "proprietary" or with words of like import or (ii) if communicated orally, is identified by the
speak as being "confidential" or "proprietary" or with words of like import (provided, however,
that in the case of any such oral disclosure the Discloser shall, within thirty days after such
disclosure, provide written confirmation to the Recipient of the confidential nature thereof).
4.2. A Recipient shall not be obligated to keep confidential or refrain from using
information that (i) is or becomes publicly available by other than a breach of this Agreement; (ii)
is known to or in the possession of the Recipient at the time of disclosure; (iii) thereafter becomes
known to or comes into possession of the Recipient from a third party that the Recipient reasonably
believes is not under any obligation of confidentiality to the Discloser and is lawfully in the
possession of such information; (iv) is developed by the Recipient independently of any
disclosures previously made by the Discloser to the Recipient; or (v) is disclosed by the Recipient
in connection with any claim or counterclaim asserted against Recipient in an arbitration or legal
proceed (provided, however, that in any such case the Recipient shall give the Discloser prior
notice of its intended use of such Confidential Information and will cooperate with Discloser's
efforts to obtain a protective order or other similar assurance of confidential treatment from the
court or arbitrator). It shall not be a violation of this Section for Recipient to disclose Confidential
Information to the extent it is required to be disclosed by any law, subpoena or order of a court of
competent jurisdiction, administrative agency or governmental body, or other legal process, or by
law, rule or regulation, or by applicable regulatory or professional standards. Prior to such
compulsory disclosure, however, the Recipient must give reasonable advance notice to the
Disclosing Parry of such order and an opportunity to object.
4.3. Each party shall carry out its respective obligations using the same degree of care that
it uses in protecting its own Confidential Information, but at least a reasonable degree of care.
Provided that the Recipient has met the foregoing standard of care, the Recipient shall not be liable
or responsible for any inadvertent or accidental disclosure of Confidential Information.
4.4. Each party agrees that it will not provide any subcontractor or other third party with
access to the Confidential Information of the other, unless the subcontractor or third parry has agreed
to be bound by similar confidentiality and nondisclosure obligations in favor of the Disclosing
Parry.
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Agenda Item #3.
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Agenda Item #3.
Easy �ote
4.5. Upon the expiration or termination of this Agreement, the Recipient shall return to
the Disclosing Party or certify in writing that it has destroyed or deleted all Confidential Information.
4.6. Notwithstanding anything contained in this Agreement to the contrary, the Florida
Public Records Act (Chapter 119, Florida Statutes) shall control the disclosure of all public
records associated with this Agreement. In the event that any term or condition contained in this
Agreement conflicts with a requirement of the Florida Public Records Act (Chapter 119, Florida
Statutes), the requirement of the Florida Public Records Act (Chapter 119, Florida Statutes) shall
control, and there shall be no breach of this Agreement due to non-compliance with the
conflicting term or condition contained in this Agreement.
5. INSURANCE; LIABILITY
5.1. INSURANCE. Each party will purchase and maintain during the term of this
Agreement property and casualty insurance that is reasonable and commercially reasonable in light
of such parry's business, assets, operations and reasonably anticipated risks.
5.2. LIMITATION OF LIABILITY. Notwithstanding any other provision of this
Agreement or the foreseeability of any damages or losses, neither Party shall be liable for
any indirect, incidental, special, punitive, or consequential damages, or any loss of profits,
revenue, data, or data use in connection with this Agreement or any action or inaction
relating hereto.
5.3. LIABILITY CAP. Notwithstanding any other provision of this Agreement, in
no event will EasyVote be liable to Licensee, whether for money damages, any claim for
indemnification, or any action sounding in breach of contract, breach of warranty, tort or
any other cause of action, in connection with the Licensed Software or otherwise relating in
any manner to this Agreement, the transactions or activities contemplated by this
Agreement, or any other matter or circumstance relating to the subject matter of this
Agreement, for an amount in excess of the fees actually paid by Licensee to EasyVote
pursuant to this Agreement during the twelve (12) month period immediately preceding the
date on which EasyVote's liability is alleged to have arisen. Notwithstanding any other
provision of this Agreement, Licensee's liability to Easy Vote, whether for money damages,
any claim for indemnification, or any action sounding in breach of contract, tort, or any
other cause of action in connection with this Agreement, the Licensed Software, or
otherwise relating in any manner to this Agreement shall be limited to the amounts set
forth in Sec. 768.28, Florida Statutes on a per person and per incident basis, including
limits on attorney's fees and prohibitions on punitive damages and pre -judgment
interest. Nothing in this Agreement shall be construed as a waiver of Licensee's sovereign
immunity beyond the waiver limits set forth in Sec. 768.28, Florida Statutes. Nothing in
this Agreement shall be construed as Licensee's consent to be sued by third parties.
6. LIMITED WARRANTY
6.1. LIMITED WARRANTY. EasyVote represents and warrants that the Licensed
Software will substantially conform to the published specifications for the Licensed Software as
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Agenda Item #3.
Easy �ote
provided in the Documentation for ninety (90) days after the Effective Date. Licensee's sole and
exclusive remedy, and EasyVote's sole obligation, for breach of the foregoing warranties shall be
for EasyVote, at its option, to correct, repair or replace the copy of the Licensed Software.
6.2. WARRANTY EXCLUSIONS. The warranties provided in this Section will not apply
to (i) Licensed Software that is modified by Licensee or its employees or agents (other than a
modification authorized or approved by EasyVote), (ii) Licensed Software that is damaged after
acceptance by Licensee by any cause other than a failure that results from a breach of warranty by
EasyVote, (iii) Licensed Software that is damaged after acceptance by Licensee, (iv) Licensed
Software that is damaged after acceptance by Licensee by abuse, misuse, operation other than in
accordance with applicable documentation or through Licensee's failure to perform routine or
required maintenance, or (v) any failure of the Licensed Software to be compatible with any other
systems or operating environment.
6.3. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS
SECTION, EASYVOTE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON -INFRINGEMENT OF THIRD -PARTY RIGHTS,
Page 5 Of
Page 49 of 488
Agenda Item #3.
Easy Vote
AND EASYVOTE HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING
THE FOREGOING, ANY THIRD -PARTY SOFTWARE PROVIDED TO LICENSEE IS
PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER.
EASYVOTE DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE ERROR -
FREE. EASYVOTE CANNOT GUARANTEE THE INTEGRITY OF DATA, INFORMATION
OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. EASYVOTE WILL
NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION,
ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE
OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON
ANY LICENSEE SYSTEM.
7. GENERAL
7.1. AMENDMENT. The Agreement may only be amended, supplemented, modified,
or canceled by a written instrument signed by both Parties.
7.2. ASSIGNMENT. Neither Licensee nor EasyVote may assign, sublet, or transfer any
rights under or interest (including, but without limitation, monies that are due or may become due)
under the Agreement without the written consent of the other, except to the extent that any
assignment, subletting, or transfer is mandated by law. Unless specifically stated to the contrary
in any written consent to an assignment, no assignment will release or discharge the assignor from
any duty or responsibility under the Agreement.
7.3. CONTROLLING LAW. This Agreement will be governed and construed in
accordance with the laws of the State of Florida applicable to contracts made and to be performed
wholly within such State. Any dispute between the Parties that cannot be resolved through mutual
agreement may be litigated in any court of competent jurisdiction and each Party hereby submits
to the non-exclusive personal jurisdiction of the Circuit Court of Palm Beach County, FL in
connection with any suit, claim or proceeding arising out of or relating to this Agreement and agrees not
to assert any defense based upon the inconvenience of the forum in connection with any suit or
proceeding initiated in any such court.
7.4. ENTIRE AGREEMENT. The Agreement constitutes the entire agreement between
Licensee and EasyVote and supersedes all prior or contemporaneous written or oral
understandings or agreements pertaining to the subject matter of this Agreement.
7.5. FORCE MAJEURE. Neither party will be deemed to be in breach of this
Agreement, or be entitled to damages or credits pursuant to this Agreement, for any failure or delay
in performance caused by reasons beyond its control, which may include but are not limited to an
act of God, war, civil disturbance, court order, labor dispute, failures or fluctuations in power, heat,
internet, light, air conditioning or telecommunications equipment. Both parties will use reasonable
efforts to mitigate the effect of a force majeure event. If such event continues for more than 90
days, either party may cancel unperformed services upon written notice. This Section does not
excuse either parry's obligation to take reasonable steps to follow its normal disaster recovery
procedures or obligation to pay for services rendered.
Page 6 of 7
Page 50 of 488
Agenda Item #3.
Easy �ote
7.6. INDEPENDENT ENTITITES. The parties are independent entities. Neither party
nor any consultant of either party shall be deemed to be an employee, agent, partner, joint venturer
or legal representative of the other for any purpose, and neither shall have any right, power or
authority to create any obligation or responsibility on behalf of the other, solely as a result of this
Agreement.
7.7. NOTICES. Any notice required under the Agreement shall be made in writing,
addressed to the appropriate party at its address, as indicated in the Order or in the books and
records of EasyVote, by registered or certified mail postage prepaid, or by a commercial courier
service. All notices shall be effective upon the date of receipt.
7.8. SEVERABILITY. Any provision or part of the Agreement held to be void or
unenforceable under any laws or regulations shall be deemed stricken, and all remaining provisions
shall continue to be valid and binding upon the Parties, who agree that the Agreement shall be
reformed to replace such stricken provision or part thereof with a valid and enforceable provision
that comes as close as possible to expressing the intention of the stricken provision.
7.9. SUCCESSORS AND ASSIGNS. Licensee and EasyVote together with their
respective partners, successors, executors, administrators and legal representatives are hereby
bound to the other party to the Agreement and to the partners, successors, executors, administrators
and legal representatives (and said assigns) of such other party, in respect of all covenants,
agreements and obligations of the Agreement.
7.10. THIRD PARTY OBLIGATION. Nothing contained herein shall create any
obligation or contractual relationship with any third party and there are no third party beneficiaries
of this Agreement.
7.11. WAIVER. Non -enforcement of any provision by either party shall not constitute a
waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder
of the Agreement.
Page 7 of 7
Page 51 of 488
Agenda Item #3.
ACCEPTANCE
Approved by:
Village of Tequesta
0
Name (
Easy Vote
Jeremy Allen
Title: Village Manager
Date: 12/6/21
EasyVote Solutions, Inc.
By:
Name (Print): Ron Davis
Title: Chief Executive Officer
Date: 12/6/21
Page 7 of 8
Page 52 of 488
Agenda Item #3.
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 53 of 488
Agenda Item #3.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA")
by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at
www.w3.org/TR/WCAG/."
Page 54 of 488