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HomeMy WebLinkAboutDocumentation_Regular_Tab 03_6/9/2022Agenda Item #3. Regular Council STAFF MEMO Meeting: Regular Council - Jun 09 2022 Staff Contact: Jeremy Allen, Village Manager Department: Manager 11 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.) 1. Airgas, Inc. Account Application -Water Distribution and Stormwater, $N/A. 2. CivicPlus Website Training Quote Q250091-Village Clerk, $750.00 - 4 hour training, one time costs. 3. Florida East Coast Railway Real Estate Lease #281-1-2B-Public Works, $14,257.34. 4. Minuteman Press Teaming Printing Service Agreement -Village Clerk; see agreement for details. 5. Palm Beach County Supervisor of Elections Polling Location Contracts -Village Clerk, $N/A. 6. Southeastern Printing Estimate 13173- Village Clerk, $3,245.00. 7. Southeastern Printing Estimate 13174-Village Clerk, $573.00. 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.) 1. Airgas, Inc. Account Application -Water Distribution and Stormwater, $N/A. 2. CivicPlus Website Training Quote Q250091-Village Clerk, $750.00 - 4 hour training, one time costs. 3. Florida East Coast Railway Real Estate Lease #281-1-2B-Public Works, $14,257.34. 4. Minuteman Press Teaming Printing Service Agreement -Village Clerk; see agreement for details. 5. Palm Beach County Supervisor of Elections Polling Location Contracts -Village Clerk, $N/A. 6. Southeastern Printing Estimate 13173-Village Clerk, $3,245.00. 7. Southeastern Printing Estimate 13174-Village Clerk, $573.00. 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. BUDGETED AMOUNT: n/a AVAILABLE AMOUNT: n/a EXPENDITURE AMOUNT: n/a Additional Budgetary Information: Funding Source(s): 7 Items, each will individual costs n/a This agenda item is respectfully submitted for your review and approval. Page 35 of 565 Agenda Item #3. ATTACHMENTS: - Airgas,lnc. Account Application -Public Works CivicPlus Website Training Quote Q250091-Village Clerk Florida East Coast Railway Real Estate Lease #281-1-2B-Public Works Minuteman Press Teaming Printing Service Agreement -Village Clerk PBC Supervisor of Elections Election Polling Location Contracts - Village Clerk Southeastern Printing Estimate 13173-Village Clerk Southeastern Printing Estimate 13174-Village Clerk Page 36 of 565 Agenda Item #3. Village of Tequesta 345 Tequesta Drive Tequesta, FL 33469 To: Jeremy Allen, Village Manager 561-768-0700 www.tequesta.org From: David Tinoco, Water Distribution and Stormwater Superintendent Date: May 27, 2022 Subject: Airgas, Inc. Account Application The following Agenda Item references an Account Credit Application from Airgas, Inc. dba Airgas USA, LLC. Airgas sells a variety of compressed gases utilize for cutting including oxygen and acetylene, which the Utilities Department routinely uses during system and facility repairs. Airgas USA, LLC is located at 7001 N. Military Trail, West Palm Beach, FL 33407. Funding for oxygen and acetylene cylinders is budgeted and available in accounts 401-243-546.342. David Tinoco Superintendent Vice -Mayor Kyle Stone Mayor Molly Young Council Member Frank D'Ambra III Council Member Laurie Brandon Council Member Aaron Johnson Village Manager Jeremy Allen Page 37 of 565 Agenda Item #3. Airgas, inC,, - - 6. on behalf of its subsidiaries and affiliates Account Application * Required a Individual o Partnership 99 Corporation ' Name: Village of Tequesta * Billing Address: 136 Bridge Road * City: TequesW * State: FL #gip; 3M9 * Phone #: L!,_' __,) 7s___ 8_�__•--0482 Fax * Mobile #: �_) - Other}- * Shipping Name:ydwge OfTequesta * Shipping Address: '136 Bridge Road * City: Tequesta 'State: FL ' Zip: 33469 * Phone #: se( 1 ) 768 _ 04W Fax- * County, Parish, or Province: Patm Beach Coin ' Is Ship To Location w/in City Limits? Yes Number of Locations (Non -administrative): 2 Web Address: www.tex,uesta.orn DUNS M Parent Company Nam£: village of Tequesta Parent Company DUNS #: $ Credit Limit Requested: Check One if Applicable: o COD wl Lease o COD w/Rent * Email Address: im=ddeVeguesta•er9 Purchasing Information Purchasing Contact Name: J"et Mocoexte Purchasing Contact Phone #:( -%' ) 768 - 0482 Purchasing Contact Email: iffx=d eQtequeesta.org Is a Purchase Order Required? Product ❑ Rental/1-case in If yes, when is the purchase order supplied: At time of order © At time of delivery o Partnership: Partner/Officer Information Name 1: Jeremy anen Last 4 digits of SS# 1: Title I: villages Manager Address 1: _ 345 Te guesta Drive City: Tequesta State: FL Zip: 3U69 Name 2: Last 4 digits of SS# 2: Title 2: Address 2: City: State: Zip: Name 3: Last 4 digits of SS# 3: Title 3: Address 3: City: State: Zip: Trade References (All) Approved By: $ Amount: Account #: Salesman M Branch: Territory: Date approved: Individual Information Employer: Length of Employment (# yrs): Employer Phone #: ( - DOB: Last 4 Digits of Social Security #: Do you own your primary residence? ❑ Yes o No Landlords Name: Have you ever filed for bankruptcy? o Yes o No If yes, what type of bankruptcy. Date Mcd: Nearest Relative (not living with you): Phone Number: CorporadoalPartnership: General Information Buyer Name: Buyer Phone # �_) - # Years in Business: $ Credit Limit Requested: Check one if Applicable: o COD wl Lease a COD w/Rent Type of Business: Annual Sales S: Number of employees: Controller Name: Controller Phone #: ( - Accounts Payable Contact Name: Accounts Payable Contact Phone M- Accounts Payable Email Address: Has your company ever filed for bankruptcy? ❑ Yes o No If yes, what type of bankruptcy? Date Filed: Sales Tax Information * * indicate either subject to or not subject to Sales r4r * required un1m subject to Sales Tax *s o We are subject to payment of Sales Tax ** of We are tax-exempt (exemption certificate must be furnished and list items for which you are exempt to receive exemption) * Exemption certificate #: 85-8015833079C-7 * Tax Contact Name: * Tax Contact Phone- * Tax Contact Email: Bank Information (AU) Bank Reference Name: TD Bank Bank Account #: Phone #: LEI—) 2246 Fax Name: Advantage Bundling Phone # ( ) --286-3546 Fax # ( ) - Acct. #: Address: 2228 Page Road, St 103 Ci : Durham, NC 27703 State: Zip: Namc: Nozzle Nolen Phone # ( ) _ 561-748-3928 Fax # ( ) - Acct. #: Address: 341 Old Dixie Hwy Cit : Tequesta, FL 33469 Stale: Zip: Name: Publix Super Market, Inc. Phone # _ 877-333-7585 Fax # - AccL #: Addrm: P.O. Box 32009 City: Lakeland, FL 33802 State: Zip: Page 38 of 565 Agenda Item #3. 10. - . _V Airgas, Inc., on behalf of its subsidiaries and affiliates Terms of Sale Ternt.s of Sale refers to the terms and conditions contained herein and on Seller's website at www.airi!as.com. "Seller" refers to Airgas, Inc., on behalf of its subsidiaries and affiliates. "Buyer" refers to the applicant in the account application to which these Terms of Sale are affixed. Each sale of Goods or services by an Airgas company shall be governed by the Terms of Sale. Each contract for the sale of Goods or services between Seller and Buyer ("Contract") shall include the Terms of Sale, together with any other terms describing the Goods or services being sold, their price, delivery terms, and all other special provisions. "Goods" refers to any items of tangible personal property described in any Contract, or otherwise provided by Seller to Buyer. 1. Delivet:t Seller may deliver the Goods or ship the Goods by a carrier of Seller's selection, F.O.B. shipping point to the Buyer's address in the Contract, unless the Contract provides otherwise. Delivery date(s) are determined from the date of each Contract and are estimates of approximate dates of delivery, not a guarantee of a particular day of delivery. 2. Buyer's Delay of Acceptance. If Buyer delays acceptance of the Goods when delivered or ready for shipment, Buyer shall forthwith pay to Seller the full price of the Goods and shall also pay Seller such warehousing and pier charges and other expenses as Seller may incur as a result of Buyer's delay. 3. Terms oj'Pa ,ment. Unless otherwise specified in a Contract, Buyer shall make payment in full within 30 days after the date of Seller's invoice. A late payment charge of 1.5% on the unpaid, past due balance, will be assessed monthly (minimum two dollars (S2.00), or the maximum lawful rate allowable in the state where the Goods are delivered, whichever is less. If a Contract provides for payment other than crash immediately or cash on delivery (COD), Buyer represents that the goods are being purchased for business, commercial or agricultural purposes and not for personal, household, or family use. Buyer represents and warrants that Buyer is and shall remain solvent until Seller receives payment in full for the goods. Buyer shall be in default hereunder and Seller may cancel any Contract without liability to Buyer upon Buyer's failure to make payment as required herein or upon Buyer's failure to comply with any of the terms and conditions contained herein or upon the institution of any voluntary or involuntary bankruptcy, insolvency, receivership or debtor relief processing by or against Buyer or upon Buyer's making of an assignment for the benefit of creditors. If Seller employs any collection agency or attorney to collect any amount due Seller, and/or to repossess any goods, Buyer shall pay all collection fees, attorneys' fees, and court costs, in addition to the amount otherwise unpaid. Seller may bring suit for the collection of any such amount in any jurisdiction or venue Seller may select. 4. Tares. Any taxes imposed by federal, state, or other governmental authority on the sale or use of Goods or the sale or performance of services by an Airgas company shall be paid by Buyer in addition to the purchase price. S. Title to Equipment. Title to all rental equipment shall remain in Seller's name. Buyer shall not cover, modify, remove or otherwise disturb any identification or other indicia of Seller's ownership on any rental equipment. 6. Security for Goods. Until Buyer pays Seller in full for any Goods purchased, title to the Goods shall remain in Seller's name and Seller shall have a purchase money security interest in the Goods. If Buyer shall default in any payments, Seller shall have all the rights as holder of such title or as such secured party under the Uniform Commercial Code and/or any other law then in force; and Seller may, in addition, retain as rental any payments received by Seller on account of the purchase price of the Goods, whether Buyer's default shall have occurred before or after delivery. If Seller repossesses the Goods, Seller may resell the Goods after 10 days' prior written notice to Buyer. Seller may file one or more financing statements to perfect such security interests. If necessary, Buyer shall execute such financing statements upon the request of Seller. 7, lVarrugy. All products, other items of sale, cylinders and other containers furnished by an Airgas company shall conform to the description 1hemr published by the manufacturer at the time of sale and will meet Seller's purity specifications for all gas products. SELLER SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE. 8. Limitation of Liability. SELLER SHALL BE LIABLE ONLY FOR THE REPAIR OR REPLACEMENT OF DEFECTIVE GAS CYLINDERS AND PRODUCTS, INCLUDING THE REPLACEMENT OF GASES THAT DO NOT MEET ITS PURITY SPECIFICATIONS WITH GASES THAT DO MEET SUCH SPECIFICATIONS. BUYER KNOWINGLY AND FULLY ASSUMES THE RISKS OF TRANSPORTING AND USING COMPRESSED GASES. SELLER SHALL NOT BE LIABLE FOR ANY DIRECT (EXCEPT AS EXPRESSLY PROVIDED HEREIN), INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES, ARISING OR ALLEGED 'TO ARISE OUT OF OR IN CONNECTION WITH ITS PERFORMANCE OF ANY OBLIGATIONS OR ANY PRODUCT, OTHER ITEMS OF SALE, OR EQUIPMENT SOLD OR LEASED BY SELLER, WHETHER SUCH DAMAGE RESULTS FROM ANY NEGLIGENT ACT OR OMISSION OR 1S RELATED TO STRICT LIABILITY, OR OTHERWISE, 9. Period of Limitation of Action. No action shall be brought by Buyer for any breach of Contract or othenvise in connection with any Goods or services provided or to be provided by Seller more than one year after the cause of action therefore accrues. 10. Force Majertre. Service and deliveries by Seller are subject to and contingent upon floods, strike or other labor disturbances, fire, accidents, war, delays of carriers, inability to obtain raw materials, failures of normal sources of supply, restraints of government (whether or not it later proves to be invalid), or any other similar or dissimilar cause beyond Seller's reasonable control. Seller shall advise Buyer in writing of the reason for and anticipated length of any such delay. If any such cause affects only a part of Seller's capacity to perform, Seller will allocate production and deliveries among its customers in a fair and Tvdsonable manner. 11. Amendments: Entire Agreement; No Variations Permitted. The Terms of Sale and any Contract executed by Buyer and Seller represent the entire agreement of Buyer and Seller with respect to the sale or rental of Goods and services and supersede all prior agreements, promises, conditions, arrangements, communications, representations and warranties, including, but not limited to, any purchase order, acceptance or other document of Buyer, even if the same is signed or acted upon by Seller. The Terms of Sale and any Contract may be agreed to, amended or supplemented only in a writing executed by authorized representatives of Buyer and Seller. No person other than an authorized representative of Seller has any authority to agree on Seller's behalf to any terms of sale not set forth herein or in a Contract. The undersigned Buyer, to induce Airgas, Inc., on behalf of its subsidiaries and affiliates, to open an account for Buyer, and in consideration of each sale of Goods which Seller hereafter makes to Buyer, hereby agrees as follows: (1) All such sales shall be governed by the Airgas Terms of Sale; (2) Buyer has examined and understands such Terms of Sale; (3) Seller shall have the right to make such investigation of Buyer as Seller may deem appropriate in its discretion, which shall include, without limitation, checking credit, business and personal references; and (4) Seller shall have no obligation to extend credit to Buyer, and Seller may, in its discretion, terminate, at any time, any credit theretofore extended by Seller to Buyer. Buyer Signature: Jeremy Allen l''`'►Allen Qxte:2022.04.25 14373S Date. Buyer Name (Printed): Jeremy Allen Witness Name: Buyer Title: Village Manager Witness Title: Notice: The Federal Equal Credit Opportunity Act prohibits creditors from disci•intinating against credit applicants on the basis of race, color: religion, national origin, sex, marital status, age (provided the applicant has 1he capacity to enter into a binding contract): because all or part of th e applicant's income derives front any public assistance program; or because the applicant has, in good faith, e-Cercised an right under the C'onsu►nter Credit Protection Act. The federal agency that administers compliance with the lacy concerning this credit is the Federal Trade Commission. Division of Credit Practices, be andPennsylvania Avenue, NW, Washington, DC 20580. Page 39 of 565 Agenda Item #3. PUBLIC RECORDS. In accordance with Sec. 119.0701' Floxn'doStotutes' 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. ACONTRA[T{]R 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 attorne«/s fees and costs pursuant to Sec' 119.0701, Florida Statutes, and other penalties under Sec. I19.I0, f7orido Stototes. Further.[ONTRA[TORsha|Iensurethatanyexernptorconf/dent|a|recordsassodated 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 ofthe Agreement ifthe CONTRACTOR does not transfer the records tothe 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 TAIS AG RE EM ENTY PLEASE CONTACT TH E V1 L-AG E C-E RK, RECO RDS CUSTODIAN FOR THE VILLAGE AT (561) 7OR AT Imcwilliams@teguesta.org, OR AT 345 l[EQUESTA DRIVE,� l[EQ~UESTA- FLORIDA 33469, PursuamttoArticle XUofthe Pal rnBeach [ounty[herter,the Off ice ofthe Inspector Genera |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 Page 40 of 565 Agenda Item #3. "The Village ofTeouesta: strives to be an inclusive environment. As such, it is the VlUage/s policy tocornp|ym/iththerequ|rernentsofTlt|eUoftheArnehcanvvithDisebUidesActofl99D(°ADA") by ensuring that the Contractor's [ agreement /bid documents and specifications ] areaccessible 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 20 Level AA"), published by the World Wide Web Consortium ("MU), Web Accessibility Initiative ("WAI"), available at ww w. %,v 3 - o rg/ER AV C A G /. Page 41 of 565 Agenda Item #3. m ��0NNNN age 345Tequemta Drive Tmqueyta, FL 33469 Village Clerk's Office Memorandum TO: Jeremy Allen, Village Manager FROM: Lori McWilliams, MPA, MMC, Village Clerk DATE. 5/2/2022 SUBJECT: Website Training for Various Staff Members 561'768-0700 vvwvw.tequmotm.mrg I am contracting with our website provider, CiviclPlus, to offer a four-hour online website training for eight individuals. Additionally, I am confirming that the individuals below will not be able to make any "live" changes without prior publishing approval via the Clerk"s Office — as is the current industry standard that we follow. Trainees: • Kathy Hannon • Judy]ones • Ellie Mi|in w Elizabeth Spring • Amber Krauss • JanetMcCorNe • Tessa McKay • Diana Mane|i One time cost: $750 for 4 hour virtual CivicEngage training Account Number: 001.120.541.305 Vice -Mayor Kyle Stone Mayor Molly Young Council Member Frank [y/\rnbraIII Council Member Laurie Brandon Council Member Aaron Johnson Village Manager Jeremy Allen Page42 of 565 Agenda Item #3. �J Quote #: Q-25009-1 Ci►vicPius Date: 4/29/2022 11:18 AM 302 South 4th St. Suite 500 Expires On: 7/28/2022 Manhattan, KS 66502 Product: CivicEngage US Client: Bill To: Tequesta FL - CivicEngage Tequesta FL - CivicEngage SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Jakki Mattson X jakki.mattson@civicplus-com I I Net 30 CivicEngage - Statement of Work QTY Product Name DESCRIPTION PRODUCT TYPE 1.00 System Training (4h, virtual) - CivicEngage CivicEngage System Training - Virtual, Half Day Block One-time Total Investment - Year 1 USD 750.00 Annual Recurring Services - Year 2 USD 0.00 Dotal Days of Quote: 155 CivicPlus - 302 S. 4 th 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 43 of 565 Agenda Item #3. I - 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 1 (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 Client's current billing schedule and the Annual Recurring Services amount will subsequently be added to Clients 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. Signature Page to follow. 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 2 of 4 Page 44 of 565 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: Name: eremey AU Title: Vdage Manager Date: 5/2/2022 civicplus By: Name: Title: Date: CivicPlus - 302 S. 4 th Street, Suite 500 - Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 - Accounting Fxt. 291- Support Ext. 307 - Fax 785-587-8951 Page 3 of 4 Page 45 of 565 Agenda Item #3. Contact Information *all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet. Organization Village of Tequesta URL tequesta.org Street Address 345 Tequesta Drive Address 2 City Tequesta State FL Postal Code 33469 CivicPlus provides telephone support for all trained clients from lam —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 Lori McWilliams, Village Clerk, 772-528-0453, lmcwilliams@tequesta.org Emergency Contact & Mobile Phone Mary Ann Grieser, Deputy Clerk, 561-351-5386, mgrieser@tequesta.org Emergency Contact & Mobile Phone Brad Gomberg, IT Director, 561-252-1079, bgomberg@tequesta.org Billing Contact Lori McWilliams E-Mail Imcwilliams@tequesta.org Phone 561-768-0443 Ext, Fax Billing Address Same as above Address 2 City State Postal Code Tax ID # Sales Tax Exempt # 85-8015833079C-7 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 X Please list all external sources: Contract Contact Lori McWilliams Email lmcwilliams@tequesta.org Phone 561-768-0443 Ext. Fax Project Contact Email Phone Ext. Fax CivicPlus - 302 S. 4 th 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 4 of 4 Page 46 of 565 Agenda Rem #3. r FLORIDA 85-80 1 58330 79 C- 7 Certificate Number This certifies that VILLAGE of TEQUESTA 345 TEQUESTA DR JUPITER FL 33469-3062 DR-14 Consumer's Certificate of Exemption R.,oiYS Issued Pursuant to Chapter 212, Florida Statutes 02/28/2017 1 02/28/2022 MUNICIPAL GOVERNMENT Effective Date Expiration Date Exemption category 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. FLORIDA 1. 2. 3. Important Information for Exempt Organizations DR-14 R.10/15 You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases. See Rule 12A-1.038, Florida Administrative Code (F.A. C ). Your Consumer's Certificate of Exemption is to be used solely by your organization for your organizatioWs customary nonprofit activities. 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, F.A.C.). 5. It 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 47 of 565 Agenda Item #3. PUBLIC RECORDS. In accordance with Sec. 119.07011 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@tequesta.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 48 of 565 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 ("WK"), Web Accessibility Initiative UWAI"), available at www.w3.org/TR/WCAG/." Page 49 of 565 Agenda Item #3. Village of Tequesta 345 Tequesta Drive Tequesta, FL 33469 To: Jeremy Allen, Village Manager From: Doug Chambers, Public Works Director Date: May 26, 2022 Subject: Florida East Coast Railway Real Estate Lease (File #281-1-2B) 561-768-0700 www.tequesta.org The Village of Tequesta entered into a Real Estate Lease agreement with the Florida East Coast Railway on July 11, 2006. The intent of the lease is for Beautification. The leased area begins 25 feet from the centerline of the railway tracks and a distance of 100 feet north and south from the centerline of Tequesta Drive. Previously, The Village was required to renew this lease on an annual basis for each additional 12-month period. Effective 7/11/22 the lease will automatically renew unless the Village exercises its right to terminate the lease pursuant to paragraph 12 in the lease agreement. The lease amount will increase 5% per the terms of the lease agreement. The Lease Payment for July 11, 2022-July 11, 2023 will increase to $14, 257.34. Funding for this Lease Agreement is budgeted and available in account 001-000-155.101 Doug Chambers Director Department of Public Works Vice -Mayor Kyle Stone Mayor Frank D'Ambra, III Council Member Laurie Brandon Council Member Bruce Prince Council Member Molly Young Village Manager Jeremy Allen Page 50 of 565 Agenda Item #3. .0 Florida East Coast ROW 5/25/2022 VILLAGE OF TEQU ESTA 345 Teq u esta Drive, Teq u esta, FL 33469 FEC Raw, uG Real Estate 7150 Phillps Highway Jacksonville, Florida 32256 RE: Real estate Lease (281-1-2B) dated 7/11/2006 by and between SEC ROWS LLC formerly known as FDG Flagter Station II LLC ("Lessor"), and VILLAGE OF TEQUESTA {"Lessee' Dear Lessee: We are writing In regards to your lease with the FEC Row, LLC; this shall serve as notice: FEC Row, LLC is no longer sending courtesy letters regarding renewal extensions. Effective 7f 11/2022 your lease will automatically renew unless you exercise your rights to terminate pursuant to paragraph 12. The rental amount will increase 5% per the terms of section 2 of your lease agreement. Please return a copy of this letter signed and dated, acknowledging receipt of this notice If you have any questions, please contact me at 904-538-r6195 or Kelly. Cardozo@fecrwy.com Sin r ly Ke y Cardoz Land Lease Manager ACKNOWLEDGED AND ACCEPTED This day of 2022 .Jerem Allen Digitally signed by Jeremy Allen g y Date: 2022.05.26 09:25:20-04-00- Print Name and Title: Jeremy Allen - Village Manager 7021 1970 0001 4478 0799 Page 51 of 565 Agenda Item #3. PUBLIC RECORDS. In accordance with Sec. I19.0701' 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 reasonrable time in accordance with access and cost requirements ofChapter 119'Florida Stotutcs. A[ONTRA[T8R 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 attorneys fees and costs pursuant to Sec. II9.070I, Florida Statutes' and other penalties under Sec. 1I9.I0, Florida Stotutes. Further, CONTRACTOR shall ensure that any exempt orconfidential records associated with this Agreement orassociated with the performance ofthe work described in the Proposal or Bid are not d isclosed except as a uthorized by law for the duration of the Agreement term, and following completion ofthe Agreement ifthe 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 119LF LO R I DA S~A~NT ES., TO CO NTRAC-O R'S D~TY TO P ROVI D E PU B L'C R E CO R DS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE V1_-AG E CLERK RECORDS CUSTODIAN FOR THE VILLAGE/ AT (561) 768-04401 0 R AT Imcwilliams@teguesta.org,OR AT 345 TEQUESTA DR'VE-EQ~ESTA, FLORIDA 33469, Pursuant to Article X11 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 I 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, m/aste,mismanagement, misconduct, and abuses. Page 52 of 565 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 11 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,, ics text audio video ncluding files, images, graphics, I 1 .9 and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the We Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WK"), Web Accessibility Initiative CUM'), available at www.w3.org/TR/WCAG/." Page 53 of 565 Agenda Item #3. �: f r:. n y REAL ESTATE LEASE The Real Estate Lease (""Lease,") is made as of this I It" d4y of July, 2006.,, by and between F10T1da East Coast Railway, L. 1, C. a Fl orida I imited Liability lity company having an address of One I Malaga Street, St. AUgUStine., Flor'da 32084 (Railway "Railway") and V LLAGE OF TEQUESTA., a Municipal corporation, whose bu-siness address is',2,50 Tequesta Drive, Suite 3001) 1"equesta, Florida 33469, (Lessee) 1. Leased -11'remises: Railway here -by leases to Lessee and Lessee hereby teases from Railway under the terms crind conditions set forth in this Lease. the followitig described property: That portion of the operating right of way of the Railway within the bouindaries of the Village of Tequesta, extending from the right of way limits to within 25 feet of the centerline of Rai I way 5 s tracks for a dis Lance of 100 feet n ortherly ru-Id so Uthcrl y from the centerline of Tequcsta.Drive (.mile Post 281 plus 4096.2') All as shown on Railway" s Drawing No. A-1.2-44, dated April 9, 1990, attached hereto and niade a pwt hereof (collectively with any buildings. facilities and improvements currently or in the future located on the described property, the "Leased Premises"), 7103 County: Palm Beach Conti -act Type: 25 F I I e,- 2 8 - Page 54 of 565 Agenda Item #3. 2. Tenn The initial term of this Lease steal I be from J u1v 11. 2 006 throuh Jul Y.. 10 2007 the "Ini tial Term"); provided, however, that Lessee shall have noright to possession of the Leased Premises until the Security Deposit has been delivered to Railway (the Security Depositshall. not be deemed. delivered to Railway if it is in the form of a check until that check has cleared the bzin-k and funds lea. been credited to RaHway's account) and Lessee has providedRailway with a certificate of insurance evidencing the Ins uranc e coverages Lessee is obligated to maintain p ars uant to this Lease. If Lessee is not in default under thi's Lease, Lessee hall have the option to renew this Lease after the expiration of the Initial Term and any renewals thereof, for an additiollal 12-month period (thc " Re ne wa I 'J."erin ") by fu rn i s h ing Ra i I way advane e wt. itton notice of its intent to renew. Un I es s R a] I wav indicates otherwi se in wri ti ng . the covenants and conditions of the Lease in fo rc e Burin the Initial 'ren-n, as the same may be modified from time to Wile, shall continue to be in effect during all R enewal Terms!, except that the rent for th e Renewal '1-'c rm shall b e i nere ase d to e q u al the gre ate r 0 f the. 0) the rental rate then prcvalent for similar properties or (11) the rental rate for the term immediately preceding the Renewal Term increasedby five percent (5%). Lessee shall have no r expectation of renewal wid this Lease may be terininated in accordance with its terns re g dl ss of the length of time Lessee has occupied the Leased Premises, OF the CORAMCtion byLessee of anv build ings.. structures, works, paving, bcqrricadcs or the, placement of Lessee's the Leased Premises. P e, s personal property oll 3. Rent (a) 1?,,-ent During the Initial Terre of this Lease!, the Lessee shall pay to the Railway an annual rental in advance on or before the I st day of each term year, plus all sales or use taxes I evied by any goveriu-nental body for the use or occupancy of the fxased .11ren-ilses ("Sales and Use Tax"), as set forth below: Effective Date Base Rental ,futy I I R 2006 $2,500.00 July 11, 007 $49950.00 .1tdy 1] 2008 $7,200.00 Rent shall be Paid to Railway's office at One Malaga Street, St. Augustine, Florida 32084 or as otherwise indicated on invoices. The requi-rement to pay rent and other payments Shall survive expiration ol'terMinationof this Lease witil all Lessee's Propeiy as defined inparagraph 14 hereof) is removed from the Leased Premises in accordance with this Lease and the requirements of paragraph 14 of this Lease are met. (b) Additional Charges If -1 xssce's pre se nce or activities on the Lease Prern i ses causes ail way to incur costs for cleaning, trash removal. inspections, or like expenses, Lessee agrees to pay such cost to.Railway on demand. the, aniount of such costs incu.rred by Railway. Notwi th stand in the foregoing, 1.essce will pay on 2 Page 55 of 565 Agenda Item #3. demand the greater of the actual inspection costs or $350.00 for any inspection conducted by Railway or its agents on the 1-aeased J.'remises the reSLIRS of which show, in Rail wav's sole det c run ination , a violation of this Lease o f any fed eral -, state or i-A uni c ipa I I aw o r reg u.1 at i o n.v Le sse e shall also pay on demand the greater of the actual inspection Costs or.$350.00 for any follow-up inspections 'related. to the violation. (0 f-.,ate Cl-large If any rent or other payment due under this Lease is not -received by Railway within ten (10) days of the drye date of such Payment, Lessee shall pay, in addition to such payme"lit a late charge equal to the greater of 5% of the payment which is past due or Two Hundred Fifty and P I No/100 Dollars ($250.00). If any payment due from Lessee shall remain overdue for more than ten (10) days I interest shall aec rue dai I y on t h e past due am o unt fro m the date such amount was due until p al d or j udgment is nterat a rate eq u 1 era I en I to the le s s er o f C *1 g h teen ( 18 %) p C rcent per a u m or the highest rate permitted by law. Interest on the past due amount shall be in addition to and not in lieu of the five (5%) percent late charge or any other remedy avallable to 1awl way. 4. (a) Ufilftchar yes All charges on the Leased Premises For al I utilities, including., but not limited to -water. electricity, gas, heat and sewers and for taxes on.[.Oessee�s inaprove mentsshall be paid by the 1,essee' within thirty (30) days after date of invoice. (h) Ad Valorem. Taxes Lessee agrees to pay.. within thirty (30) days after presentation unto Lessee by Rai Iway, bills fo r all special as s es sme n t s , ad val o reni taxes and any other taxes of what s oe v er ki nd o r nature levied by the United States of America, State of Florida, any coulity., municipality or special taxing district organized and existing under the laws of the Slate of Florida, upon any of the Leased Premises on a pro-nated basis, All taxes and special assessments, payable on an annual basIS,, are to be pro -rated bi, 7 the parties hereto for the year d Lwi ng which this L eas C. i s made , as we 11 as the year in which -the same may be terminated. (c} Doeuinent5, tamps Lessee shall pay tiny necessary documentary stamp taxes required to be affix to this 4 lease under the laws of A the United States of merica, the State of Floridal, or both. (d) Sales and 'Us Tax, Personal Propertv Tax Lessee will pay all Sales and Use Taxes and all personal prop-ty taxes that may be levied or assessed -against the personal property of the 1,essce. 3 Page 56 of 565 Agenda Item #3. 5. As......1s, Maintenc-mce. Railway MAKES NO WARRANTY, REPRESENTATION OR UNDERTAKING, EXPRE SSEU) OR IMPLIED AS TO 'FHE CONDITION OF THE LEASIF-1, - 1) PRIE-i MISES and Lessee. at its sole cost and expense, hereby agrees to put. the Leased Premises in sucli condition for its proposed use and to maintain them in their entirety. The Leased Premises is leased as it currently ex i sts *1 n an A S , f , S condition and the Lessee, who has inspected the Leased Premises prior to entering into this Lease, accepts the 'Leased Premises as is and shall henceforth be responsible for any and till repairs and maintenance to the I and and any building-s. fitci lifie s and improvements I ocated thereon. Lessee shall perform all work required for the preparation of the Leased Premises for occupancy by Lsin the absencof any spec '., provision herein contained to the contrary, and Lessee does esee e Ed hereby accept the Leased Premises as crow being In fit and leasable Condition for alb. purposes of Lessee. Le ssee will keep the 1,eased Pre miss free and c I e Lar of any and a 1. 1 trash, br U sh and debris off' anv kind, so as to prevent the trash, brush and debris from hecoming dangerous, inflammable ()'r objectionable, Railway shall have no duty to inspect or maintain any the Leased Premises during the term of this Lease. Lessce shall have no claim of any kind or description for damages to goods, wares or merchandise on the Leased Premises from any causevvhat soever, INCLUDIN Ci FIRE, S'VORN-4, (""ASUALTY OR ACT OF GOD , OR NEG L-16E NCE OF R AILWA Y UNLE S S CAUSED B Y rHE WILLFU 1, OR INTENTIONAL ACTS OF RAILWAY. 6. Lessee-` s Compliance With Law (a) 1.,essee will release Rai I way fro cemy I oss, clai ai or damage phi Ch Lessee may S ustli n arising, directly or indirectly by reason of either existing or ftaLffe zoning or other regulations prom u I gate d bv any o-ove rnme Mal agenev wh i which may adversely ly afl`ec t use e by [,e s se e o f the Leas d .1 - C� .1 .1 Premises. Lessee shall assume all responsibility for procuring or complying with mly ordinance, resolution, order, permit, consent or other such regyulation,, promulgated by any governmental agency wh a t so ev or, for bu I I d i ng or o theri se,, required for the u s e o f the L e as ed Premi se s or for th e construction of any facilities upon the Leased Premises. Lessee shall indemnify, defend and hold harm.less Rahway from any loss, claim or dwi-tage suffered by Railwi for Lessee's failure to property and completely perform this responsibility, (b) Other Re�,)ulation safety, onino: Lessee shall comply with all federal, state and .m.Unicipal regulations as to heafth, police, nuisance, fire, water, liqu-id, solid waste and hazardOUS waste, hl*gjlw,,Iys si d e wal ks an d oth er ni atters., and wl th the re gu lati ons o f a] I p ers o ns or c o rpo rations s upplying water, gas, at, electricity or steam on the premises, and shall Indemnify the Railway against all fines., penalties,, expense, damages and costs for violation thereof. I.,essee is solely responsible for obtaining zuiy and all federal, state and local licenses, permits, or other authority for its use of the 2 Page 57 of 565 Agenda Item #3. Premises and shall indemnify and hold harmless Railway against all fines, penalties, expenses, dani.age and costs for violation of or -failure to comply with any federal, state or local laws or regulations. 7. Hazardous Materials Lessee will prevent the, presence, use, generation, release, discharge, storage. disposal, or transp(-,)rta-tion of any 14azardo us Materials (as hereinafter defined) on, Linder, in, above., to � or frorn the Leased Prey nises except that flazardous Materials may he used in the Leased Premises as necessary for the customary maintenance of the Leased Premises provided that same are used, stored and disposed of in strict cornpHance, with applicable iaws. For purpose of this provision, the term 4 "H aza-rd ou s M ateri al s"' 'M I I m can and re fer t o wiy waste -s 3 materials} or o the r substances o f any k i i id or character that are or become regulated as hazardous or toxic waste or subst',_-Uices, or wh ic h re qui re special handling or treatment, under any federal, state or local laws. If 1,essce's activities at the Leased Premises or Lessee"s use of the Leased Premises (,a) results in a release of 11az--c-irdous Materials that is not in compliance with applicable laws or permits issued therewider; (b) gives rise toy any claim or requires a response Linder common law or applicable laws or permits issued thereunder; (c) causes a Significant public health effect; or (d) creates a nwsance,, then Lessee sliall. at its sole cost ami d expense: (1) immediately provide verbal notice thereof to Railway as well as notice to Railway iti the inanner -required by thl s I ease, which notice shall identify the Hazardous Materials involved and the emergency procedures taken or to be taken; and (i) promptly take all action in response to such situation required by appticable laws, 'ded that Lessee shal I first obtain Rai I way's approval o f the non -emergency remediation p1wi to provi be undertaken. 8. Inspcction and ABee by Railwav Rail a hall have the right, at re a -so i i a b I e times and up o n reasonable prior notice to I., e ss e c n to enter the I...,e as e d P rem i se s for the p Ltfpo s e o f e xan i i n ing a n d i ns.pc cti n g the condition of the Leased Premises and to evaluate '1,essee, s compliance Nvith the terms and conditions of this Lease. 1ailway shall have the, right at all times to enter the Leased Premises without prior notice to Lessee and take action in the event of any emergency affecting the Leased PrenlISCIS, including but not I i ni i te d to I e akage o f Hazard o its Materl al s o r other mater ia Is ftom o r onto the 1'.,e as e d J 3 remi s es P the detection of odors that appear to be coming from the Leased Premises, sus'pected illegal activity on or use of the Leased Premises or like activities or evergs Lessee hereby releases and holds Rally a harmless from any action taken by Railw--ay to access the Leased Premises, under the conditions set forth herein and/or to control or re pond to any emergency affecting the Leased Premises. Le see shall not place any signs ors the .Leased P rem i sc s except with the .prior wr i tten consent of the Railway, including consent as to location mid design, which may he withheld in Rail way's sole discretion. Any and all such approved sipis shall be installed and zrihail he maintained by Lessee, at its sole cost and expense and shall be in compliance with all applicable laws. I.essee shall he respon sible to Rails ay for the installation, use, or maintenance of sffld signs and any damage 5 Page 58 of 565 Agenda Item #3. caused thereby. Lessee agrees to remove said sign prior to termination of the Lease and upon such reinov:al to repair all dw-nage incident to such removal, 10. 1 NDENfN IFI CATION A. Indemnificatioll Lessee hereby agrees to indemnify, defend and hold harmless Railway ftom and against any and all liability forc-my loss, iQjury or damage, including, without timitation, damage to the Leased Premises or to Le s s ee I s prope rty, c ons eq itentia I dam e. a I I coos, ex pen se court costs an reasonable attorneys' fees, imposed on Rai 1. way by any person whom scie ver that occurs on or 1* 11 (i) the Leased Premises, or (ii.) any lands, buildings, structures, access areas or the like adjacent to the Leased Premises, as a result of or arising from or related in any vN-,-,,iy to the acts or -raiture to act of Lessee, its employees, agents or contractors, including any failure to comply with the terms and conditions of this 1xase, or the presenee of Lessee, its employees, agents or contractors, or the p 4 -1 roper ty of an y o f the same, on t h e I-,ed .eased off' aqjacent areas, and R F , GARDU-SS OF'ME CAUS F1, AND REA G ARDLES S OF WHETHER At"FRIBUTA 13 LE TO TH E FAI Jf -'T , FAILURE OR NF.GLIG'ENCT OF RARMAY. J'he commercial Itabil'Ity insurance that Lessee is required to carry pursuant this Lease shAl incl ude coverage of the .roregoing contractual indenmitv. The provisions of this paragraph shall survive the expiration Or any termination of this Lease. B, Lessee's Insurance re_rnIS(f 9 Lessee will throughout the Initial Terrn and any ReiicwaI r.-nd any other period. when Lessee is in possession of the Leased Premises or has failed to comply with the reqwrenients of 'Paragraph 14 of this Lease) carry and maintain, -at its sole cost and expense, the Following types of insurance, which shall provide coverage on an occurrence basis, witb respect to the Leased Premises, in the aill o unts specified wt I h de du c tib I e a i nounts reas o nab I y s at *1 s fac to ry to Rai I wav: V ( I I 1) Commercial General Lia'l bCommercial general hability ("CGU") insurance covering claims arising from personal injixy, death and property dama-gewitb minimum limits of $1.,000,000.00 per occurrence and $2 000,000.00 general aggregate and ins urina aac . ain s t legal liability of the inKired with res pect to the Leased Premises or arising out of the maintenance, USC or occupancy thereof The CGL policy shall include contractual liability coverage of all such liabilities arising pursuant to the Lease. (2) Comprehensive Automobile LiA�ilit In�sLw�ance. Comprehensive automobile liability insurance with a limit of not less than $1,000,000.00 per occurrence for bodily irijury, $500,000.00 per person and $100,000.00 property damage or a combined single limit of $1,000,000 for both owned and non -owned. vehicles. 4 (3) Excess Liability Insurance. Lessee shall also carry yid maintain umbrella liability insuran cc with a I imit of not less than S 5 ,000 00.00 per occ urrenc e. (4) Property Insurwice, Extended or broad form coverage propel-ty insurance including plate Mass co v era g e on a replacement. cost basis, w i th coverage equal to not less than n inety pe re ent Page 59 of 565 Agenda Item #3. (90%) of the full replacement value of a] I personal property, decoration s, trade fixtures, ftwnishings, equipment, alterations, leasehold improvements and betterments made by Lessee, and all other con tents I ocated or placed 1 n t h e premises. In, the e v ent any c as ual ty o c c u rs, Lessen agrees -to pay the difference 'between the insurance coverage required to be maintained her cun&,r and an insurmice policy offering c o v erag e of one hundred p ere e n t ( 10 0%) o f the ffill replac em ent val u e of the prop erty described in diis subparagraph. (5) Workers" Conmens ation. Lard Emplo rs' Liabifity Insurance. Workers' Compensation Insurance covering all employees of 11essee, as required by the laws of the State of Florida and Employers' Liability coverage subject to a limit of no less than $500,000 each employee, $500,000 each accident, and $1,000,000 policy firnit. (6) PoUy`ofm. All policies referred to above shall: (1) be taken out with insurers licensed to do husiness in Florida having an AM Best"s rating of A-, Class IX, or thewse approved in advance by Railway; (ii) name Railway and Railways property manager as additional e e insureds (iii) be non- contribufing with, and shall apply only as primaryand not as xc ss to an y other insurance available to the Railway or any inortgagee of Railway; (1v) have all railroad and. (v) contain an obligatof the insurers to notit� the Rai]NAi-ay by cerfified exclusions removed, ion m ai I not. I e s s than th I rty (3 0) d ay s prior to any materi al c hang , C an c e I I aLion, or te rrn inat i o n of any such policy, Certificates of i*nsurance on the Railways standard form or, i f re q Ui re d by a niortgagee, copies of such insurance policies certifiedby an authorized officer of Lessee's insurer as being complete and current, shal I be delivered to the Railway prior to Lessee' s use of theLeased Premises hereunder and promptly Upon request, If Lessee fails to deliver the required cenifleales or certified policies, fails to take out or to keep in force any insti-rance required hereiinder. oi- should any :such. insurance not be approved by either the 1ail ay or any mortgagee, then Railway has the fight, without assuming any obligation in connection therewith, to procure such insurance at the sole cost of the Lessee, and all outlays by the Railway shall be paid by the Lessee to the Railway without prcJudice to any other rights or remedies of Railway under this Lease. Lessee shall nol keep or use in. the Leased Premises any article that may he prohibited by any fire, casualty or other insurance policy in force from time to time covering the Leased Premises. .. . Clahns.Hand fing If a claim or action. is made or brought against either party and for which the other party may be, respof-is ible hereunder in whole or in part, such other party shall be notified and permitted to participate in the handling oi- defense Of SUch matter. 11. Pumose. of fxase The Premises shall be used only for the purpose of Beautification. 12. No Interference with Rail The Le ss ee's use a n d/o r maintenance o f the Leased 1'remi s e s sh al I not in any way, or at any time, i n te rfere with or ob sti-u e t the use of the I .eased P rern i se s or o C the rern a i n ins.? I an d of the Railway by the Railway, its agents, employees., patrons or assigns. The Lessee will not discharac Z 7 Page 60 of 565 Agenda Item #3. surface Water upon any other Railway property and railroad tracks of the RailwL-r and Lessee hereby -1 expressly releases the Railway ftom liability for any surface w, ter flo in g naftwally across Railwayms property. I.Jessec further agrees not to alter the teased premises so as to cause water to drain or flow onto Railways property nor so as to cause an underm* i .? ining of the adjacent property. Lessee s hat I n o t have or as -s ert any c la.1 ni or demand whats o evc r for con pell s ati 0 n car damages to the. Leased Premises or to any improvements now or hereafter erected or property located thereon which may be caused by the operation, maintenance, repair, relocation, or removal of Railway' s rail road or which may be caused by vibration resulting from the operation of said railroad and Lessee releases Railway from zuiy liability -fior any such damage. Unless specifileally set forth in this Lease, no right of way, expressed or implied, over remaining property of Railway for the beriefit of the Leased Premises isgranted this [-,ease. It is understood between the pat -ties hereto that Railway reserves unto itself, its stiecessors, permittees, ficenses, or other persons, the right to construct and maintain other facilities, including but not limited to pipelines and/or communication cables, over and across the Leased Premises. and further that Lessee shall take no tneasures to interfere with the construction or 111ain-ten-cance of said facilities and shall at all tunes allow ingress and egress to the I.,eased Premises by Railway and its successors, pefmittees., licenisees or other persons provided that such shall not utueasonably interfere with Lessee's use of the [,eased Premises. acknowledges that: the Leased '11'remises may contain fiber optic COMMUnication systems, Railway signal ,md train control cables mid other utilities, Prior to any digging or subgrade work on the leased premises, you inust call SUNSHINIA'for utility locationsat I- 800-43 2 -4 770 and the Rai I way S i final Departm ent at 904-82 6-2428 for signal and trai n control cab e locations. Proper notification 'is required for cable locations and field ins'pections to protect against dainages. 13. Terminntion Either pwly may, in its discretion, for any reason whatsoever, terminate this Lease at any th-ne by the giving of 30 days prior written not* ice to the other party as hereina-fter provided. Such termination shall not in any way, however, releas,e Lessee front its obligations to stirrender the Leased Premises in ac cord ane c with the requirement s set forth t' n :his Lease aaid to pay rent and o then paylnCTItSun until I all property o f Le ss e e i s re tno v ed from the Leased s ed Prerni se s and the I -V..,eased Premises is surrendered in the condition required by this Lease. 14., Condition of Premises on Termination TheLessee shall not muti late., damage, misuse, or alter, the Leased Prern ises, hart shall keep the saine in good condition ancl repair. Aiiy and all repairs, alterations or improvements made on the Leased Premises by Railway at 1,essee Is request shal I be at Lessee's expense unless otherwise. expressly agreed in writing. No Page 61 of 565 Agenda Item #3. I L It I' 11 L % L Mrl P i.-In o f I he 1 -1 ri I I s u rrcild-(�,r the I - ea ged CX Cji� Pt f r L I :L t I I r% I "ic sauie. Lx)ri( a;s I-eQelved C) 1. ( �r(j I 111C11'V1 We4tl 11 L a JJC[ tCa]_ Wh C I C PrOV 1. 1 () tj jai til r cr --i Ply L L It)! IL:LIIL%Ij J() relt]Q(1V und I Tii I ess Rai I way agi-cels t jjcj-,� Ll FlleS%1� pro j,"h r I ed by law. 1.osscc Ls. 11, 111 rope I T r]y rcill(i.ve L IL ( cq u i pi i--. - -L i i work;:,. 1) ri S, co nt al FlerS hanks and per-sonii, k I ■roperl) 1%1'L11 1'- 1110 Leased Prei-n,i.L,,C < pri I, -A 1 1 c ri Ti i riat i 1 or ex • piratiouoftj[--:�� I J.cs. 1111 , .ttij,-- at C pen se, any dama Uto tilt: I I PI-Ci ti i cauzieki bv the r.,-v % i t v I i ily o f Ji L. f��) 1 % %: eVej)t� ilkd'A �-T- 'Air cquipment unleL%4�19 I rects 0 ker % vi,�-, % 1 -1,1: riti 11 L, % I V po cr wirig fiL xt"tesq in ;-111LI cabinetr)-- Ct"C1,11i7c;. dr-apQ,�;. bl',ids C i1g.or LOvel1s C�l CPC (s() r : en,Ole fl ou r ngs11 "au: s, ()r aji Y L I' 1. LY L; P I I. % I I L: Ll I ef I 111 L % I I I ar N i I I d i ng, ()patii�) ' oajnd dueequtpnictatl Oil S, %Al-, W1 1,1 IT L L ] 1 [ Ip . y f iti I sq to remove 1,e 0 erl , 4--1 L 14 I I,e payl I I I r%, kj Ll I I-C flic-ilts I liercof, at R - 114ray option all m- p -i,j a] art ol' I �essec t k pJi lWaV L ()]I, ro perl y (11% R ai I wav and/c)r a t R,-- opt J1 way iin,av cai.lz�-C pa rf of Lc' k L Pro Purty F-oin the LQarsed Premh-,%cs- ancu()r stc) zi e tj � Le()� L. k � ,1 I r g R� f TI: i -L� ri� Eus o i i a b I e C OSt I' L' [I Ca rp rernoval and/or storage ()f -c-Itiv ()I, I essee,-� T,r(jper', �,- -h L k paid by Lczx;iee to Ra- upon dernand f'or same. I - 11 way f' )o I i -%vith 15. Les-sT e lin �rr� w' c; jitL -,ee wi I I not Qree( ()r C�JULC;C �j tj C[ L L ej%C-CtLcd �tny b Ll I I. dl 11 &] OF 0 t 11 el' %-,'t RIC ( Ur e., r r (v 'Cillow to be made any alle-ra I011. S its oi- to the VPr eased .11 L;es (C11011cutively5 the ) ,, r thoUt irs C (-,. bta i nl -A I c rat iolobsI fl'ng the, written- c ollsen I o f 'Rai I way , whic 1i con-t;cn i 111,1Y tic ivan L ed L r May f Cq tj I_e Lj "Oe or w thh6d in Radway's sole (fi.sci'L�tiori, RaiNvay CI denlolit.1,011 4-111LI/Or r Sd 'Iti Sf I tQn and eoi-n pJ e i ii-ii (m(I %c; in fc tort to IZ 3riTi and amount _�j11W4VjL All Lcs,-sce Altoi�azmm, �Vill She(I r L tX r(V -11 L woi1 man I ike rn x a �.V '11, I)c 111 a g00d LL L PlIflble laws hv licensed r % bonded cc ritrac fort`' ved 1 11 advance by Ral i Way.. �iuc 11 :1 pprova I. eaa LLI 9r r L j 1L S, t i [ tl%ac to 1- 11 to be unreasonah i y withh el d - A 11 Qonli-acto rLS, working on A I - I r work t� r.%),' co�n pe n ��,atj on 1 'IN 9 Lraiwc L, e() m inercial genera I I lability instivance, aulornobile inSUranco wid C e.� ,I I i ty r L 1 iEl%,Lur:ii.acc in aiinoul]L�i re-41sonably acceptable to Raiiway and shail delivL�i-,,,'t t ficate 0 'IF) CV- evidetic ln;(:?, sucli cov;,%-ral.-FeL.,%, to Ida 11 way prior iTig work in the Lease�d r non Coln P1 Ct., (m 0 f an -v -s' uch x&. urk, Les see. c;hal I pro v i do Rail wz-ty W1 ([I "a� built" plars,, -1-ruction C()n1mCtLS, ail Proof of pzwment for all labor land niater'afs. Any L.klj)-C� Of, coil(. A I tera t i on to the Lca.x-e (I Prom I LIN& 11%, ill Jade hY, or i tis tal I Qd by c I I he r party, herc i o w'l I rerna i i Yuc m and 1 be ;i U ri-- �ndered m -i i-11 t I ic I 1,1.c ri-1, t,4 es, and hUc c) I lie [lie prop i-tv o f Rai lway -upu n the c x 1)j rat 011 OF I L I a I V r e -,i r i ci� ierrn i ii at io ri Fthis LCCSCW 10 U I �Ted i t 10 T eS SCC - I-0V I dc d, ho wever, R aJ lway� Lit i L 0 pt io a F]; MIR, remiovc nr repair 4mv Alterations 1() re-Aorc the 1,eascd 1'-n,=nikcx- lo the L; s Q 1N i I IL , , t 0.1,%,tj I () I I di"I'on, ex �i at i ic. t'me Le sLscu I oo k 1)�)Ls-L L Oni Wilh ill I oos-ts orrt�nlo-val, repa' ()r 'I r alterationez; U-) hL� hm-ne by Lessceu. L Clause W1,11 not a nicweable cqL11P1-nC11tL Cly % r'%: k L k LL- ixtkl.k,� (Im.-Iled by I 'es sce be rcrrim--e-d bv Lozxsee at the end o V, V J La e L� t1jCfj r r LC ri 1*1 111 default aiid i f L<,' LLc I, eq 111 Pal c W and I urn 1 ftj re Effe not iffien s� tb I ect to a aiiy 1�vri of i�a' I w�jy. j L �V ]JaVe Flk "L L] L]J() t'i ty ( ff P() �V.e ()[INC r rights, li- -i i-%� ilid intereL L JL p ILC r L A Ls s t or e I I Ls*,e any con r i n or, clairn c)f 1-� 1�%y -u t� t i 1 or rn c.x: han 1 es I or in awria I m en ' -L i u 111%2 1,et'1V%CJ Premises, or any i)-,)%-1 i-on t-hcrQoj-% c L- any 16i 1way propertv. tl 1' 1) (1 L. 1-. 1 r? e esscc L ilk Page 62 of 565 Agenda Item #3. Proniptly cause fany such fin es or claims to be released by payment, bonding or otherwise within W W, thirty (30) days after request by Railway, and will indemnify Railway against losses arising out of any such claim including, without limitation, legal fees and court costs. NOT10E I. TIEREBY GIVEN'THA"FRAILWAY WILL 'NOT BE LIABLE FOR A'NY LABOR, SERVICES OR MATERIAL FUR Ni I S I TED OR TO BE -Fi"U RNISHED TO LES SEE., OR TO A NYON E 110 l', DING I`H E PREMIS Y, S TI 1R.0 UGH OR I JN DER US SEE, AND THAT NO M HCHANIC S'OR OTH ER LIENS FOR ANY SUCU LABOR., SERVICFS OR MATE-l"RIALS WILL AT'"I'AC14110 OR 11', A AFFEC ri. 11E fN'TEREST OF RATI MAY'IN TITI" PREMISES. LESSEE W11Jd DISC1,0SETHE FOREGONG PR-0VISfobs '1-'0 ANY CON"FRA`TO R ENGAGED BY LESSEE PRO {II LABOR., SERVICES OR MATERIAL TO THE LF.ASED PRE, MISES, 16. Assigm-nent Le s s e e wi I I not a-,ss 1* gn th is .Lease, in who I e or in part, or su bi e as e t he Lease d Prem 1 S es.9 whole or in part, without the prior written consent of Railway, which cons ent i s in Rai lway" s sole discretion and su1j ect to Rai I way's n* ght of recapture set -Cow below, and in no event will Lessee be released from any obligat ion or I i ab *11 ity under this, 1,ease 1�6 I I owing any such assignment or sublease. Igo sub lessee of the Leased Prci,nises or any portion thereof, may further assign or sublease its interest in the Leased Premises or any portion thereof All legal fees and expenses inCUrred by Railway in connection with the review by RAway of Lessee's requested assigra-nent or sublease p urs uant to this paragraph, tog ether wi th m-ty I al fe e -s and disburse me nt Ls- i n currcd i n the pre pfarati Oil and/or review of any documentation, will be paid by Lessee within thirty (30) days of invoice for payment thereof, as additional rent. If the rent due and payable by anyassignec or sub lessee under any permitted assignment or subleasc exceeds the rcnt payable under this Lease. for such space, Lessee will pay to Railway all such excess rent Lind other excess consideration within -ten (10) days following receipt thereof by Lessee, 17. Fenem Unless Railway agrees otherwise, before use of the property by Lessee, Lessee, shall tarect a barricade or fence of a type acceptable to Railway, along all boundaries of the herein [eased ground space, and. thereafter shall maintain, repair and/or replace said barricade. or fence at Lessee's sole eost and expense. When the barricade or fence is in place, and to expedite the inspection of it, 1.,essee shal I notify: Director of Industrial Development and Real Estate Florida East oat 'railway, L.L.C. P. 0. Drawer 1048 St. Augustine, Florida 32085 (800) 299-226.5 In the ctit Less ee does not notify Railway that the barri cadc or Cence is is pl ace within girt (3 0) days c-,dl-er execution of this Lease Railway, in its sole discrel* 5 ion, may terminate this Lease upon notice to Lessee and Lessee shall immediately vacate and surrender the Leased Prernises in accordance with the requirements of this Lease. 10 Page 63 of 565 Agenda Item #3. 18. Care Around "Fracks Lessee shall adopt, monitor and enforce reasonable, rales and re ulatio 9 ns for the con d t i ct 0 f Le s see " S emp I o yees, p eatroi i s, agents tand contractors i n clud i fig erg p I oye es the o 0 o r any offier persons using the Leased Premises to protect them from injury while on, about or near any track on or ajoining d' i i the Leased Premises. '19, Destruction ort)amage to Leased Premises If the 1_,eased Premises (which shall not include Lessee's Property or Lessee's personal propeny) u-e at any time materially damaged or destroyed by fire or other Acts of God and s u ch damage or destruction or the extent of s uch damage or destruction does not in any way result or arise from the acts or failure to act oft,essce,, its cirnployees., agents, invitees, visitors, custolners, assignees, sub lessees., cont-ractors or sLibcontractors, Railway shallhave sixty (60) days from Such damage or destruction to deterinine in its sole discretioii and inform Lessee whether Railway will restore the Leased Premises to substantially the condition that existed immecliately prior to the o cc urren cc o f the cas ual ty . If Rairway deter rnine s not to re sto re the L ease d premises. it wi 11 noti fy Lessee and Lessee's sole remedy shall be to terminate the Lease upon prior written notice to Railway. IfRailway elects to rebuild it will give Lessee its reasonable estimation of the t1xne it vNrili take to restore the Leased Pr` en-iises. If in ail May's reasonable estimation, the Leased Premises carniot be restored within two hundred,forty (240) days of such daniage or destruction. Then either party may terminate this Lease by writteti, notice to the othcr party. Subsequent to -Railwav's determination to restore the Leased Premises, and until 6e restoration of 1he Premises is comma plevte, there shall be an abatement or reduction of the rent in the same proportion t4at the square footage of the Leas ed Premises so daina,�,Ye Li or destroycd and under restorati on bears to the total scl uare fiootage of the Leased Premises, If the damage or destmetiort was caused by or increased in al-ly way by the acts or faiture to act of Lessee its employees, agents., , invitees, visi itors, customers., as. ignors , sublessees, contractors or subcontractors. Lessee shall be responsible for prompily retiffilinor I-li Leased Premises to their former condition and there will be no abatement of rent. t7 20. Default (a) DEFAULT. J"he following will be events of defiault by Lessee under this Lease: (1) Failure to Pay when due any installment of rent or any other payment required purswint to this Lease; (2) Failuxe to deliver , maintain and restore the Security Deposit required wider this Lease; (3) Failure to obtain and. maintain the insurance required under this Lease- ( 4) 1 1 1 The filing of a petition for and or insolvency under any app icable Cederal Or state bankruptcy or insoiveney law; an adjudication of bank-rLIPtCy or insolvency or an adin i ss ion that it cannot meet: its finwicial ob li&ations as they become due, or the ap pointment or a receiver or trustee. -for all or substantially a] I of the assets ofLessee:. die foregoing shall. also apply to al I guarantors, j f any; 11 Page 64 of 565 Agenda Item #3. (5) A transfier in fraud of creditors or an assignment for the hone of creditors, hex '[,essee or any Guarantor; ses, (6) A ny act which re sul, t s in a lien being filed against all or a poiti on o f the Leased Peal 13 (7) The liquidation. ten-nination or dissolution of I I .essee or and Guarantor, or. i f Lessee or any Guarantor is a natural person. the death of f,essee or such Guarantor- (8) Failure to stare any non -monetary provision of this Lease within 20 days after written notice thereof to Lessee, (b) REMEDIES. In the. event of any default her cunder by Lessee, thcn. without prejudice to any other rights which it has pursucant to this 'Lae or at law or in equity, the Railway shall have the following rights axed remedies, which are cun-iulative alid not alternative: (1) Rai I way may term irate thl';,,.; 1,easc by notice to 1...esscc and retake possession of A the P r en i I se s for Rai I way ` s ac c 0 U11t. Lessee shall there q Ld t a nd s urren d er the Pre m i s es to R ai I way 111 accord,cmce with the requirements of this Lease. Lessece's liability under all of the provisdons of this Lease shall continue not va'thstwiding any expiration and surrender. or any re-entry, repossession. or disposition hereunder, including to the extent legally permissible, payment of all rent and other charges until the date this 'I'lease would have expired had such terinination not occurred �md the surrender of the Leased Premises in accordance with the requirements off his Lease. IfRailwayso elects , rent m a-y be accelerated and Lessee shall pay Rai I way damages in the arn ount of any and al I sunis that would have been due for the remainder of the Initial Term or any Renewal Term. (2) Railway may enter the Leased Premises as agent of thc-,.- Lessee to take possession of any property of the Lessee on the Leased Prcrnises.. to store such property at. the expense and risk of the 1,essce or to sell or otherwise dispose of such property in SUch manner as the Railway may see fit without notice, to the Lessee. Railway shall not be liable in any way in conneetton with its actions pursuant to this section, to the extent fl-lat its action4s- are in accordance with haw. (3) Railway rnay relet all or any part of the Leased Prcmi,.ses for all or wiy part of the un e xP it d portion o f th e term of this Lease or for any I o n g er p eri o d, and may ac cept any rent there attainable; grant any concessions of rent., and agree, al Lessee' s expense., to paint or make anti y special repairs, alterations, and decorations Cor any new Lessee as it may deem advisable in its sole and absolute discretion. Railway shall be under no obligation to relet or to attempt to relet the Premises greater than that imposed by law. (4) Rai lway- may remedy orattempt to remedy any default of the Lessee under this Lease for the aceount of the, Lessee and to enter upon thc Premises fior such purposes, No notice of the Raldway"s intention to perform such covenants need to be given. Rai [way shall not be liable to the fxssee for -,rmy loss or damage caused by acts of the Railway in rem cdying or attempting to remedysuch default and the Lessee sball pay to the Rai lway al I expenses iIICerr ed by the Railway in connection with remedying or attempting to remedy such default, Any expenses, incurred by Railway 12 Page 65 of 565 Agenda Item #3. shal I accrue interest from the date of payment by Railway until repaid by Lessee at the highest rate permitted by law, (G) COSTS. Lessee shall pay to Railway on demand all costs incurred by Railway, including reasonable attorneysfees and costs, (whether incurred in preparation for or at trial, on appeal, or in banki-uptcy), incurred key Rallway in enforcing any of the obligations of Lessee under this Lease. In addition, upon any default by Lessee., 1,essce shall also be liable to Railway for the expenses to whi Railway may be put ire re-entering the Premises, reletting the Premi ses and putting the Prern 1 ses into the condition n ec e s s ary for s ue h re I et t 1 n (I n c I udi ng at t o rneys ' fees an d di sb urs ern c nts, mar s h.II" s fees, and brokerage fees, M. so doing), aild any other expenses reasonably incurred by Railway. (d} WAIVER. No delay or ornission by Railway in exercising a right or remedy shall exhaust or in-ipair the sLune or constitutea waiver of, or acquiescence to, a default. (e) DKTAULT BY RAILWAY. Tn the event of miv default by Railway of any material term of this Lease, 1'essee will give Railway written notice sp eciffing SUch default with particularit , and Raw_,a ily Shall haNere a Y period of thirty (30) days following the date of such notice in which to commence the appropriate cure of such default. IT Rallway fails to commence and diligently pui-sue the appropriate cure of such default after such notice or complete same within a reasonable pefiod of time, Lessee may tenpin to this Lease upon written notice to Railway.. Notwithstan ding any provi t sion of thi's Lease, Railway shall not at any b rn e have any personal liah i I i ty under this Lease, and. Lessee's of e rem edy with respect thereto shall. be teraiination of the Lease. 21. Hold over fn addition toand not limitinly any other rights or remedies which Railway may 0 have on account of Lessee holding over witho ut written con seni o f Railway, Less ce shal I pay to Rai INvay any and all direct and consequential dmnages incur -red by Railway on account of such" Unapproved holding over including claims bv lessees cntit[ed to future. possession. 22. Condemnation If all or a portion of the teas ed Premises shall be taken by public or quasi -public authorily tinder any power of eminent domain or cond-cnination, this Lease, at the option of the Railway, sliall forthwith terminate. and the Lessee shall ha vc no claini or i*nteikest in or to any award of darnages, for such taking. 13 Page 66 of 565 Agenda Item #3. 2 Quiet Enjoyment If Les s e e Pays the rent and all other charges and fully perfon n s all of 1* ts obl i gat i o n s wider this Lease, Lessee shall be entitled to peaceful and quiet onjoyment of the Leased Premises for the full Term without interruption or interference by Railway or any person elaim* through ' ing Railway . 24� No Waiver'orModification 'None of the provisions hereof shall be 'walved or modified, except by mutual agreement, in writing, and no alleged verbal or written inducement pri or to execution nor subsequent verbal waiver, or modification, shall be bindingg under any circumstances. FLu-ther, that this lease constitutes the entire understanding of the parties and that neither the failure of the Railway to en force each and every provision, nor any course of conduct by the Rai I way shall be considered as a waiver of these provisions. 25, Successors and Assigns The provisions hereof shall be binding upon and inure to the benefit oft e successor, executors:, administrators and permitted as -signs of the respective pailics. 26, Special Notice Rewardin - Radon Gas Lessee is hereby notified that Radon G.-cis i -s, a naturally occurri ng rad loacti ve gas that, when accumulated in a building in sufficient uanti ties.. may present health risks to persons who are exposed to it over a period of time. Levels of d-on that exceed federal and state guidelines have been found in buildings in the State of Florida.. Lessee is fwther notifi e d that add i J onal information regarding Radon Gas, and the testing for Radon Gas, may be obtained fi corn the Public Health Units of the various Counties. 27. Restrictions Lessee agrees that no plants, slirubbery, trees or other vegetation that would obstruct the view of motor vehicles or train crews using a crossing at grade, or interfere with the operation of trains, will be placed on the Leased Preimses. In addi ti onto the above restriction, no plants, shrubbery, trees or other vegetation having a height of more than two (2) feet will be placed within two hundred and fifty (250) feet of any at grade street crossing., and. if such vegetation exceeds two (2) feet in height., the Rai 1way may trim such veg etat i on to a two fo o t height at Lessee's e xp en s e. 11 1 ants, shru b b cry trees or other vegetation shall be trimmed by Lessee so as to maintain this distance from the centerline of the. nearest track of twenty-five (25) feet and if such vegetation is closer than twenty- five (25) feet from the centerline of the nearest track, the Railway may trim or remove such Vegel,ation so Lhat no vegetation is within twenty-five (2 5) feet of the Bent erline of the nearest track at Lessee's expense. 'I'his restriction in no way limits the indemnification requirements set rorth in this Lease. Also, no plants. shrubbery, trees or other vegetation of a hazardous nature that might produce inj my to any person coming in contact with said plants, shrubbery, trees or otheis vegetation will lie 14 Page 67 of 565 Agenda Item #3. p I ac ed upon the Le cis ed Pre rn 1 s e s or any a di ac ent property by I.,c s see. 'I" P1 cern ent o f any wells b y Lessee on the Leased Property or any adjacent property is strictly prohibited. 28. Notices Any notice to be given or to be served upon any party hereLmder. 'in connection with this Lease, must be in writing and must be given by certified or registered mail and shall be deemed to have been given and received when a certified or registered I etter, contai ning such not'i ce, pro PC& addyessed, wi th postage prepaid,. is deposited in the 1J. S. Mail; or if gi ven otherwi se than by cet-tif ied or re gi s tere d in ail, it shall be de em e d to ha been given when deli vered to and received by ffie party to whom it is addressed. Such notices shall -be addressed to the parties herein at the following addresses, TO RAILWAY: Director of Industriai Development and Real Estate Florida Fast Coast Railway, L.L.C. P. 0. Drawer 1048 ( ' 'I Malaga Street) St. Augustine, H, 32085-1048 . TO 11-I ,.SSEE.- Village of Tequefs-ta 250 Tequesta Drive, Suite 300 Tequesta, Florida 30469 29. GoverningLaw 'a i s L e.,ci se shal I b e go verne d by th e I caws o f the S tate o f F I o ri d a. In the evert w iy S Ll i t, acti o n or Proceeding is brought be either party with respect to this Contract, such uion, suit or proceeding shall be brow lit its rany federal. or state c otul I oc at d in Duval or St. Jo h ns C o u nty, F fori d a. 30. Cancel and -Supersede This Lease cancels and supersedes that certain Lease Agreement dated July I I , 1999 by and between. -thc parties hereto. -1 .1110- 9-a-H ty u-oe If any provision of s this Ixae shall be held to be invalid 5 illegat oi- ne tifrceab I . the val 1 di ly, legality and enf'orceability of the remaining provisions shalt not in any way bea-fbected or impaired. 32, Secqdty_�It Upon the execution of this Lease Lessee shall rernit to Railway a security deposit in the amount o$........ NONE . in cash or other form acceptable to Railway in its sole discretion (the "Sectiritv I)ePosit" ). The Security Deposit repteeseats security for the J'aithful performance and V observance by Lcssee of each and every terni of this Lease. Railway may -apply all or part of the SecLwi ty Dcposi t to any Lin paid rent, addit i onal or I at charges or any other charges date fF0M 1-,e.SSCC 15 Page 68 of 565 Agenda Item #3. under this Leasc, or to ctLre any othe I x default of Lessee. The Security Deposit shall not constitute liquidated dainages. If Railway uses any part of the Security Deposit, Lessee shall restore the S ecur I ty Deposit to i t s fid I am o un t within ten ( 10) days after no ti ce from R ai I way. N o inte- re,,,; t sly al I accrue to or for the benefit of Lessee on the Security I)eposit. Railway shall not be required to keep the Security Deposit separate,froar its other accounts, and no trust relationship is created with respect to the Security Deposit, Railwayshall not be obligated to return the Security Deposit to Lessee upon the expirations or earlier termination of the Lease unless and until all of the following events occurs: (i) the paynient in full of all rent -and other char du c pursuant to the Lease xnd (ii) the re.pair of any and all damage to the Leased Premises. 33. Time is of the Es - sence. TIME I'S' OF T141-. ESSENC'.E' OF 1'HIS 11111ASE AND Al.-J.... PROVISIONS CONTAINED HEREIN, 34. Wai-ver of Trial by Jua. RAILWAY AND 4 -1 1 LESS-FfE? 11ER1`?BY KNOWI`NGLY, INTEN440NAL'I',Y AND VOUNI'AR11 ..Y WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERUAIM BROUGHT 13Y EIT141--i.R OF THF, PARTI F ES 11 R FTo AGAINST THE OTIIER ON ANY MATTER W14ATSOEVE R ARMINCTOUT OF OR IN ANY WAY CONNECTI,I) WITH TMS LEASE. 16 Page 69 of 565 Agenda Item #3. IN WITNESS WHEREOF, the parties have hereto set their narnes and seals this day of /) A cLA 200�­, Signed, sealed and delivered in the presence of: "'it as as to ilway Witness as to Railway c'' Witness as to Lessee (Print Name) Witness as to Lessee (Print Name) FLORIDA EAST COAST RAILWAY, L,L.C, A Limited Liability Company By: - (SEAL) i-. K40 erson, President Attest, Assistant Secretary Date of Execution: 3 /C>(2 VILLAGE OF TEQUESTA a Mud ici Corporation e2 e; _(SEAL) Mayor (Print Name) 4�) Attes.. ,Ct a er (Print Name) c,7Z_-2 0 Date of E,4xecution: 17 Page 70 of 565 Agenda Item #3. GRASS a Page 71 of 565 Agenda Item #3. Village 345 Tequesta Drive Tequesta,, FL 33469 Village Clerk's Office Memorandum TO: Jeremy Allen, Village Manager FROM: Lori McWilliams, MPA, MMC, Village Clerk DATE: 5/17/2022 561-768-0700 www.tequesta.org SUBJECT: Teaming Printing Service Agreement for Emergency Situations I am contracting Minuteman Press Printing — Jupiter to provide high priority printing services to the Village of Tequesta during a state of emergency. Should the emergency situation affect the Jupiter Minuteman, they will employ their relationships with other franchises to help provide priority service so the Village. Cost: Any resource costs related to the provision of priority printing services will be determined by the parties on a case -by -case basis. Vice -Mayor Kyle Stone Mayor Molly Young Council Member Frank DArnbra III Council Member Laurie Brandon Council Member Aaron Johnson Village Manager Jeremy Allen Page 72 of 565 Agenda Item #3. TEAMING PRINTING SERVICES AGR-EEMENT THIS TEAMING PRINTING SERVICES AGREEMENT is entered into effetfive this L7 day of 2022 One 11 "Effec"ve DateUE ") ti , by and between the VILLAGE OF TEQSTA, a Florida municipal cormtp-ration wi L16, offices located at 345 Tequesta Drive, Tequesta, Florida 32469, orpnized aid eidsting in accorded with TER 11i AN PRESS PRINTING - JUPIwith offloes the laws of the, Stato ofFlorida, her infer Vne "'Village , and MD14=N4 I4Vely located. at 1601 Commerce Lane, Suite 102, Jupiter, fl=ida 33458, hereinafter "'Minuteman Press Jupitee'and ColleCt with the Village, the WITNESSETH The Village and Minuteimn Pmss Jupiter, in corzideration of the mutual covenants oontain� hueLn and for other good and valuable aonsideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows-, 11 SCOPE OF SERVICES: Minuteman Press Jupiteragrees to Provide priority printing smices, where it ski provide printing set-vi= to the, Village before other non -priority entities, during a "state of emergency d�laration,," which for the purposes of this Agrwrnoent shall mom. (i) a nat=l, technological or manT.-nade o=iTence,, or threat thereof, )tether in war or in peace, which results or may result in substantial risk of harm to human life and/or su"ntantial damage to or loss of public or private propel, including a loss of the Village"s ability to use its prit"aing Nu men and resources, and (1ii) for which tl.,te Village has is -sued a declaraflon of a state of emegrgency pursuant to See. 26-5, Village Code. Should a "'"e of emergency deolaration " occw and Minuteman Press Jupiter be, affected by the same emerg=cy to the extent that a cannot provide high-prion'ty pn'nting services -to the Village, Minuteman Press Jupiterhereby awees to use its Est t,-Bom in ennploying its relationships with other teman, franchisees to help provide priority prirating vices to the ViUage. Any resource costs related to the provision of prion'printfing services is determined by the Parties on a case -by -case basis. 2, TERM; TERMINATION ,NOTICE-. This, Agmment shall be for a tenn of three (3) years comm eincing on the EFiective Date, and shall renew for additional one (1) year terms upon mumal agreement by the Parties until and unim eitherlyarty terminates this Agreement, This .gym rat may be tern�inatc4 for any reason by Other party upon, thirty (30) days written notice to the other party. In the event that flAs Agreement 'is berminated, any ntracts or suboontraots resultuixig fTom effortts undQr this Agr�ment sliall remain in effoct, subject to the tmw and conditions therein. Notice shall be considered sufficient -when sent by certified mail or hand delivered to fne Parties during regular business hours at: vul e yMinuteman Press Jupiter Vill,age of Tequesta Minut "n an Press Printing - Jupiter 345 Tequesta Drive 160 1 Commerce Lane, Suite 102 Tequ.,esta-, Florida 33469 Jupiter, Florida 33458 Attn.: Jeremy Allen, Village Manager AttnTim Watson, Vice President 3. 1 IFIC.ATION.: Neither party shAl be liable to the other for any of flne costs, expenses, risks, liabilities, claims, demcands or causes of action arising out of the other pace's perfomiance of phis Agre(nmemL Nothing contained in this provision shall be construed or interpreted as wnsent by the Village to be sued, nor as a waiver of sovereign iW' 228, Florida . mmunitty beyond fhe waiver Provided ction 768.Statutes 4. CHOI�L()F LAW ADDEN E* This A&,-oementsW1begoverned and construed inaccordance with. tie laws of die State of Florida, and venue for any dispute in regards to this Agreement shall be in Palm Beach County. IN WITNESS 'WHEREOF, the parties hereto have exec-uted this Agreement on the date and year fiM above =1 I ff,74 WITNESSES: ATTIEST.- JLTITER 'SS MINUTEMANN-BRE, SS _NTING By; Tim watsowl VILLAGE OF TEQLTSTA ------------ - By-, J' my AHan en, Village Mager (S:7 Lori McWi1fia,4-ns,, MM. , Village Clerk. Page 73 of 565 Agenda Item #3. PUBLIC RECORDS. In accordance with Sec. 119.07011 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@tequesta.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 74 of 565 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 ("WK"), Web Accessibility Initiative UWAI"), available at www.w3.org/TR/WCAG/." Page 75 of 565 Agenda Item #3. Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org Village Clerk's Office Memorandum TO: Jeremy Allen, Village Manager FROM: Lori McWilliams, MPA, MMC, Village Clerk DATE: 5/19/2022 SUBJECT: Contract for Election Day Polling Location The attached are two contracts with the Palm Beach County Supervisor of Elections Office to utilize the Village's Council Chambers and Recreation Center Gymnasium for the following elections: • Primary Election — Tuesday, August 23, 2022 • General Election — Tuesday, November 8, 2022 There is no cost associated with the two agreements. Vice -Mayor Kyle Stone Mayor Molly Young Council Member Frank D'Arnbra III Council Member Laurie Brandon Council Member Aaron Johnson Village Manager Jeremy Allen Page 76 of 565 Agenda Ite Wendy Sartory Link Palm Beach County Supervisor of Elections a 240 South Military Trail, West Palm Beach, FL 33415 0561.656.6200 0561.656.6287 CONTRACT FOR ELECTION DAY POLLING LOCATION This Contract is made as of the 17 day of May , 2022_) by and between Palm Beach County Supervisor of Elections, a Political Subdivision of the State of Florida, by and through the Palm Beach County Board of Commissioners, hereinafter referred to as SUPERVISOR, and the VILLAGE OF TEQUESTA, a Florida municipal corporation, whose address is 345 TEQUESTA DRIVE., TEQUESTA FL,, 33469 hereinafter referred to as the VILLAGE, in order to provide for the SUPERVISOR'S use of the VILLAGE'S council chambers, located at 345 Tequesta Drive, Tequesta, Florida 33469, as a polling location with a designated Polling Room, hereinafter referred to as the FACILITY. PRECINCT NUMBER(S) TBD AFTER REDISTRICTING*: *Redistricting happens every 10 years following the Census. There is a possibility that the precinct boundaries in your area could change prior to the scheduled elections in 2022. PRECINCT NUMBER(S) PRIOR TO REDISTRICTING: TBD In consideration of the mutual promises contained herein, SUPERVISOR and VILLAGE agree as follows: ARTICLE 1 - SERVICES The VILLAGE'S responsibility under this Contract is to provide Election Day polling location services at the FACILITY for the following Primary and General Election Days scheduled for the countywide 2022 Election Cycle, as well as make a good faith effort to accommodate any additional Special Election Days that may be required due to unforeseen circumstances. A. Primary Election Day - Tuesday,, August 23, 2022 B. General Election Day - Tuesday, November 8, 2022 SUPERVISOR'S representatives/liaisons during the performance of this Contract shall be Ghitza Serrano -Velez, (561)656-6211, ghitza@votepalmbeach.gov and Erica Aquino (561)656-6219 or erica@votepaimbeach The VILLAGE'S representative/liaison during the performance of this Contract shall be (Name, Title) �Z(1 I U,, � ( telephone no. S�l-��0:'���3 taml. ip mailing address (if different) Name and telephone number of emergency contact person before and after regular business hours, MUST be available to answer in the event of any emergency: Page 77 of 565 Precinct Number(s) prior to Redistricting: TBD Precinct Number(s) after redistricting (TBD): Page 1 of 4 Agenda Ite �M1 �k cou . Name Wendy Palm Beach County Supervisor of Elections ..... .: � - r...... _< �•. - + -.n��e _rKm.r :-.%�i , ,.;:�:-r ` 'iM �"�.�'�+sic <Y;._"_u,+�; ._ f IyIEIin10 a 240 South Military Trail, West Palm Beach, FL 33415 0561.656.6200 0561.656.6287 Work Telephone Home/Cellphone Email Name and telephone number of contact person at Polling Place on Election Day: l.Dr� Ty\C0410?a,rv,s 54�-�4-0q4-7 510 t-7bY .d4S3 )rY��,,�;ll �� Name Work Telephone Home/Cellphone Email Two alternate contacts: ft(4 Piro C-Inazy. 1oP,-*0Vfr 5t� 1-351- 53 J'(v M j 4 zU✓ j A-t/ Name Work Telephone Home/Cellphone Email Name ARTICLE 2 SCHEDULE s�i-A�a�30(04 Work Telephone Home/Celphone Email The VILLAGE agrees to allow voters, poll workers, poll watchers, other designated campaign representatives, and representatives of the SUPERVISOR to enter and exit the FACILITY without delay or screening of any kind on Election Day, until completion of voting. This shall include but is not limited to: A. None of the above shall be required to present identification upon entry, including at any gate. B. None of the above shall be required to undergo health screening upon entry. The VILLAGE agrees to accept delivery of equipment and supplies at the FACILITY at a time and date to be determined by The VILLAGE and SUPERVISOR prior to Election Day. The VILLAGE and SUPERVISOR will also determine a date and time for SUPERVISOR to remove equipment and supplies from the FACILITY. Please provide the days and hours of operation at the location when access to the FACILITY will be available for delivery and pickup of voting equipment. An election official will contact you to make arrangements: 40� F F** 3D Aop\ C)O 24--\ The VILLAGE agrees to provide a secure location to store Elections Equipment upon delivery to the FACILITY and until removal. Please indicate where election equipment ill be stored and how it will be secured: 'tn 1rvY11���Q�,, h�lnln � will J stcae-xi &)nrs Page 78 of 565 Precinct Number(s) prior to Redistricting: TBD Precinct Number(s) after redistricting (TBD): Page 2 of 4 Agenda I zq) -z Palm Beach County Supervisor of Elections a) (D (D @VotePaImBeach Vote!RaImBeach.gov .4ch cou 240 South Military Trail, West Palm Beach, FL 33415 0561.656.6200 (D561.656.6287 The VILLAGE agrees to allow SUPERVISOR or 5UPERV|SOR,s designee(s) to inspect and set up a designated Polling Room atthe FACILITY on the Monday prior tmElection Day /Monday,August 22L2D2Z'for the Primary Election and Monday, November 7., 2022 for the General Election). The VILLAGE agrees (initial one): To open the designated Polling Room at the FACILITY no later than 5:30 A.M. on Election Day, OR; To provide SUPERVISOR Or its assignee (Clerk) with a key to the designated Polling Room at the Please indicate contact information and instructions for delivery of key, if applicable: The VILLAGE agrees to provide from 5:30 A.M. until completion of voting and clean-up on Election Day (initial all applicable): ZChairs ~*e -- Tables for election workers (number oftables provided � -- Access tOpower outlets (number ofpower outlets available �� ~ U ofrestroonn facilities. Air conditioning. ARTICLE 4 — REMEDIES This Contract shall be governed by the laws of the State of Florida. Any legal action necessary to enforce the Contract will be held in a court of competent jurisdiction located in Palm Beach County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at |avv or in equity, by statute Or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder Sh@|| preclude any other orfurther exercise thereof. ARTICLES- EXCUSABLE DELAYS Page 79Of 565 Precnctmumber(s) prior toRedistricting: ZBQPrecinct mumber(s) after redistricting (reo), Page 3of4 Agenda Ite Wendy Sartory Link Palm Beach County Supervisor of Elections 0 (D 0 @VotemmBeach VotePallmlBeach.gov cou 0 240 South Military Trail, West Palm Beach, FL 33415 0561.656-6200 (D561.656-6287 The VILLAGE shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the control of the VILLAGE or its subcontractors and without their fault or negligence. Such causes include, but are not |(rnked to, acts of God, force majeure, natural or public health emergencies which have been classified by the Governor of Florida or the President of the United States as a State of Emergency and subsequently issue in on Emergency Order allowing for the specific breach of this contract (i.e. an order specifically disallowing use of this or this kind of facility by the public), and abnormally severe and unusual weather conditions which render the Early Voting/Election Day site unusable. ARTICLE 6 - ENTIRETY OF CONTRACTUAL AGREEMENT SUPERVISOR and the VILLAGE agree that this Contract sets forth the entire agreement between the parties, and that there are no promises or understandings other than those Stated herein. None ofthe provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties. ARTICLE 7 - PUBLIC RECORDS Notwithstanding anything contained herein, asprovided under Section 119.0O1,F.3.,ifthe VILLAGE: U\provides a service; and (ii) acts on behalf of the SUPERVISOR as provided under Section I19.011(2) F.S, the VILLAGE shall comply with the requirements of Section 119.0702, Florida Statutes, as it may be amended from time to time. All agreements between the VILLAGE and SUPERVISOR are subject to the requirements provided under Section 119-0701, F.S. ARTICLE 8 - STATEMENT OF INDEMNITY SUPERVISOR shall beresponsible for damages, aafound legally liable for and tothe extent permitted bvlaw, arising out of injury or damage to persons or property caused by or resulting from the negligence of the SUPERVISOR or any of its officers or employees. Nothing in this provision shall constitute as a waiver of sovereign immunity by either SUPERVISOR orthe VILLAGE. IN WITNESS WHEREOF, we, the undersigned, do hereby state that we have the authority to bind and obligate as promised herein, SUPERVISOR and the VILLAGE for purposes of executing this agreement on the dates set forth below. Wendy Sartory Link, Palm Beach County Supervisor of Elections (Signature) E04 VILLApf Representative (Signature) W141kRI* �of80Of 565 p�cm�Numbe�s p�ortoned��icung:ZBDPnsim�� mumbe�re districting � so)� Page of Agenda Item #3. Page 81 of 565 Agenda Ite Wendy 5artory Link Palm Beach County Supervisor of Elections 10240 South Military Trail, West Palm Beach, FL 33415 0561.656,6200 0561.656.6287 CONTRACT FOR ELECTION DAY POLLING LOCATION This Contract is made as of the 17 day of May j 2022 by and between Palm Beach County Supervisor of Elections, a Political Subdivision of the State of Florida, by and through the Palm Beach County Board of Commissioners, hereinafter referred to as SUPERVISOR, and the VILLAGE OF TEQUESTA, a Florida municipal corporation, whose address is 345 TEQUESTA DRIVE, TEQUESTA FL,, 33469 hereinafter referred to as the VILLAGE, in order to provide for the SUPERVISOR'S use of the VILLAGE'S recreation center, located at 399 Seabrook Road, Tequesta, Florida 33469, as a polling location with a designated Polling Room, hereinafter referred to as the FACILITY. PRECINCT NUMBER(S) TBD AFTER REDISTRICTING*: T(} O *Redistricting happens every 10 years following the Census. There is a possibility that the precinct boundaries in your area could change prior to the scheduled elections in 2022. PRECINCT NUMBER(S) PRIOR TO REDISTRICTING: TBD In consideration of the mutual promises contained herein, SUPERVISOR and VILLAGE agree as follows: ARTICLE 1 - SERVICES The VILLAGE'S responsibility under this Contract is to provide Election Day polling location services at the FACILITY for the following Primary and General Election Days scheduled for the countywide 2022 Election Cycle, as well as make a good faith effort to accommodate any additional Special Election Days that may be required due to unforeseen circumstances. A. Primary Election Day - Tuesday, August 23, 2022 B. General Election Day - Tuesday, November 8, 2022 SUPERVISOR'S representatives/liaisons during the performance of this Contract shall be Ghitza Serrano -Velez, (561)656-6211, gh1tza@_votepa1mbeach.gov and Erica Aquino (561)656-6219 or erica@voteoalmbeach.gov. The VILLAGE'S representative/liaison during the performance of this Contract shall be (Name, Title) C'�l�e (b*podts a%eL 1394roe telephone no.f^b 1W.-NO713 _ i Co , W , 5-te --- .J mailing address (if different) Name and telephone number of emergency contact person before and after regular business hours, MUST be available to answer in the event of any emergency: Page 82 of 565 Agenda Ite ft OP �4e -A, Wendy 5artory Link y, 0 Palm Beach County Supervisor of Elections (3 (D 0 @VotePaImBeach VotePalniBeach.gov 240 South Military Trail, West Palm Beach, FL 33415 0561.656.6200 Q561.656.6287 eye( Carbi szo 0~2(o f --- DLO 35c���a1'q -sari qNrbifi 4Q��o Name Work Telephone Home/Cellphone Email Name and telephone number of contact person Polling Place on Election Day: C�fe� Cot b,�t- - s �e�e �ba ►u Name Work Telephone Home/Cellphone Email Two alternate contacts: Ken Kandefer 561-301-8980 kkandefer@tequesta.org Name Work Telephone Home/Cellphone Email Kathleen Worley 561-0475 561-440-0699 kworley@tequesta.org Name Work Telephone Home/Cellphone Email ARTICLE 2 - SCHEDULE, The VILLAGE agrees to allow voters, poll workers, poll watchers, other designated campaign representatives, and representatives of the SUPERVISOR to enter and exit the FACILITY without delay or screening of any kind on Election Day, until completion of voting. This shall include but is not limited to: A. None of the above shall be required to present identification upon entry, including at any gate. B. None of the above shall be required to undergo health screening upon entry. The VILLAGE agrees to accept delivery of equipment and supplies at the FACILITY at a time and date to be determined by The VILLAGE and SUPERVISOR prior to Election Day. The VILLAGE and SUPERVISOR will also determine a date and time for SUPERVISOR to remove equipment and supplies from the FACILITY. Please provide the days and hours of operation at the location when access to the FACILITY will be available for delivery and pickup of voting equipment. An election official will contact you to make arrangements: The VILLAGE agrees to provide a secure location to store Elections Equipment upon delivery to the FACILITY and until removal. Please indicate where election equipment will be stored and how it will be secured: Gymnasium Page 83 of 565 - rn r% n P. 1. L I L&. m �16%'-+ K14 a GFW% tklft 0I WX � �ffi ^ V. In 0% Agenda Item ..9 Wendy Sartory Link Palm Beach Countv Supervisor of Elections 0 240 South Military 1ail, West Palm Beach, FL 33415 19561.656.6200 (D561t656.6287 The VILLAGE agrees to allow SUPERVISOR or SUPERVISOR's designee(s) to inspect and set up a designated Polling Room at the FACILITY on the Monday prior to Election Day (Monday, August 22, 2022, for the Primary Election and Monday, November 7, 2022 for the General Election). The VILLAGE agrees (initial one): --X To open the designated Polling Room at the FACILITY no later than 5:30 A.M. on Election Day, OR; To provide SUPERVISOR or its assignee (Clerk) with a key to the designated Polling Room at the FACILITY. Please indicate contact information and instructions for delivery of key, if applicable: The VILLAGE agrees to provide from 5:30 A.M. until completion of voting and clean-up on Election Day (initial all applicable): X Chairs for election workers (number of chairs provided ). k Tables for election workers (number of tables provided X Access to power outlets (number of power outlets available —X Use of restroorn facilities. X Air conditioning. ARTICLE 4 — REMEDIES This Contract shall be governed by the laws of the State of Florida. Any legal action necessary to enforce the Contract will be held in a court of competent jurisdiction located in Palm Beach County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. ARTICLE 5 - EXCUSABLE DELAYS Page 84 of 565 hit 'rw r. r;^ 0 - . - 4- _r n rN n N - 44. rt 1. Agenda Ite Wendy Sartory Link Palm Beach County Supervisor of Elections 19 240 South Military Trail, West Palm Beach, FL 3341.5 19561.656.6200 10561.656-6287 The VILLAGE shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the control of the VILLAGE or its subcontractors and without their fault or negligence. Such causes include, but are not limited to, acts of God., force majeure, natural or public health emergencies which have been classified by the Governor of Florida or the President of the United States as a State of Emergency and subsequently issue in an Emergency Order allowing for the specific breach of this contract (i.e. an order specifically disallowing use of this or this kind of facility by the public), and abnormally severe and unusual weather conditions which render the Early Voting/Election Day site unusable. ARTICLE 6 - ENTIRETY OF CONTRACTUAL AGREEMENT SUPERVISOR and the VILLAGE agree that this Contract sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties. ARTICLE 7 - PUBLIC RECORDS Notwithstanding anything contained herein, as provided under Section 119.0701, F.S., if the VILLAGE: (i) provides a service; and (ii) acts on behalf of the SUPERVISOR as provided under Section 119.011(2) F.S., the VILLAGE shall comply with the requirements of Section 119.07011 Florida Statutes, as it may be amended from time to time. All agreements between the VILLAGE and SUPERVISOR are subject to the requirements provided under Section 119.0701, F.S. ARTICLE 8 - STATEMENT OF INDEMNITY SUPERVISOR shall be responsible for damages, as found legally liable for and to the extent permitted by law, arising out of injury or damage to persons or property caused by or resulting from the negligence of the SUPERVISOR or any of its officers or employees. Nothing in this provision shall constitute as a waiver of sovereign immunity by either SUPERVISOR or the VILLAGE. IN WITNESS WHEREOF, we, the undersigned, do hereby state that we have the authority to bind and obligate as promised herein, SUPERVISOR and the VILLAGE for purposes of executing this agreement on the dates set forth below. Wendy Sartory Link, Palm Beach County Supervisor of Elections (Signature) Date Tererny i�ll�n, V �� 1�q,� 1�4+. -------------- VILLAG"epresenta"v (Signature) Date Page 85 of 565 D rnf-; ".-+ N1 s ; "-, r I +,, #-+�, � .. "ro n -U-- Prnmk. n - - - '% -- r A Agenda Item #3. PUBLIC RECORDS. In accordance with Sec. 119.07011 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@tequesta.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 86 of 565 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 ("WK"), Web Accessibility Initiative UWAI"), available at www.w3.org/TR/WCAG/." Page 87 of 565 Agenda Item #3. •�f4 . ,..y �•44 Memorandum To: Jerry Allen, Village Manager From: Lori McWilliams, Village Clerk Date: May 31, 2022 Subject: Southeastern Printing Company Estimate 13173 The attached agenda item is Southeastern Printing Company's Estimate 13173. Southeastern Printing is the selected vendor to prepare and provide printing services for the 2022 Spring Edition of the Village of Tequesta's Newsletter, Smoke Signals. The total cost of services for this item is $3,245.00, printing 3800 copies of the publication. Funding for this item was anticipated and is budgeted in General Government in account 001-120-549.302 Village Newsletter. Thank you. Page 88 of 565 Agenda Item #3. �s southeastern complexity made simple Client ID: 2833 Village of Tequesta 345 Tequesta Dr. Tequesta FL 33469 Phone: 561-768-0700 Fax: 561-768-0697 Rep: Eric Ellison 86a erice@seprint.com Smoke Signals Newsletter with Insert Quantity: 3,800 Flat Size- 17 x 33.5 Finished Size: 8.5 x 11 Prepress- Epson Proof Ink: 4 14 (CP/CP) Paper- 80# Gloss Text Finishing- Fold Packaging: Box and Deliver to Client QUOTATION Estimate: 13173 Effective Date: 5/9/2022 Flat size - 22 x 17, folds to 11 x 17 and soft -folds to 8.5 x 11 masthead out. with 1-2pp insert 11 x 17, postitioned inside newsletter Printing - 4cp/4cp, bleeds Stock - 80# Gloss Text Trim, fold, send SEP Mailing Dept Quantity Price 3,800 $3,245 950 SE 8th Street Hialeah, FL 33010 305-885.8707 305.888.9903 seprint.com PRICES REMAIN IN EFFECT FOR 7 DAYS Quotation is based on current market conditions. Pricing and delivery subject to change based on availability at time of order Thank you for the opportunity to provide you with this estimate. We look forward to exceeding your expectations. Standard minimum turn time Is 6 business days from proof approval. Additional charges may occur if an accelerated schedule is requested. This quotation is subject to the terms and conditions in our terms of sale set forth here, and which are, by reference, made a part hereof. Prices quoted are based on details furnished to our estimating department and are subject to revision if, upon receipt of copy it is determined that the material deviates from original specifications. Any such price revision will be confirmed before the order is processed. We reserve the right to reject any order upon receipt without liability on our part. All orders are subject to underruns or overruns of up to 10 percent. The deficiency or excess will be credited or charged proportionally. Payment Terms: Due in 30 days Please Initial: The item(s) ordered are for resale and not subject to sales tax. The item(s) ordered are for internal use. Please charge sales tax. Please read, sign and return to place your order: Sigealture Print Name Title JD to PJ Page 89 of 565 Agenda Item #3. SOUTHEASTERN STANDARD TERMS OF SALE 1. This proposal is made and, if accepted by Southeastern ("Printer"), order will be entered subject to the following trade customs and any other conditions expressed herein, which are hereby understood to be binding on both parties. Terms of this proposal shall be limited to seven (7) days from date to proposal. It is to be clearly understood that such terms constitute the entire agreement of the parties, can be amended or altered only pursuant to writing signed by both parties, and in any event not by any stipulation, representation or agreement not contained in this contract, or by parol evidence , and that these terms shall govern the order contrary to prior or subsequent writings by Customer notwithstanding. 2. Orders regularly entered cannot be cancelled except upon terms that will compensate Printer against loss. All orders are subject to final acceptance by Printer, and it shall not be liable for any loss or damage resulting from its reasonable failure to accept orders, ship products ordered or notify Customer of its non -acceptance of orders. 3. Experimental work performed at the Customer's request, such as, but not limited to sketches, drawings, composition, plates, presswork and materials shall be charged for at current rates. 4. Artwork, sketches, copy, dummies, and all preparatory work, plates, engravings and other manufacturing tools or items created or furnished by Printer shall remain its exclusive property, no use of same shall be made nor may any ideas obtained therefrom be used, except by written permission of Printer and upon compensation to be determined by Printer. 5. Original artwork, photos, plates, engravings and other manufacturing items when supplied by Customer are accepted at the Customer's risk and Printer shall not be liable for damage or loss in excess of out-of-pocket cost for raw materials or value agreed to in writing between Printer and Customer. fi. Authors alterations (AA): All changes from original specifications made by Customer shall entitle Printer to additional charges at the current rates for the additional work performed. 7. Errors: Printer shall not be liable for errors if printed matter conforms to files furnished by Customer. Proofs will be submitted if requested by Customer . Corrections, if any, are to be made thereon and returned with ProoffPrint Authorization form marked "O.K." or "O.K. with corrections, and signed by duly authorized representative of Customer. If revised proofs are desired, request must be made when proof returned. Printer shall not be responsible for errors if work is performed as per Customer's "O.K." 8. Press: Press proofs incur additional charges. Printer shall charge for additional press time arising from Customer delay during make -ready press check or for change orders received after job is plated. Because of the difference in equipment and conditions between color proofing and the pressroom operations, a reasonable variation in color between color proofs and the completed job shall constitute an acceptable delivery. 9. Customer's Property: All Customer's property that is stored with Printer is at the Customers risk, and Printer shall not be liable for any loss or damages thereto caused by fire, theft, water leakage, rodents, insects, or any other cause beyond Printer's control. It is understood that the storage of Customer's property is solely for the benefit of the Customer. 10. Terms: Unless otherwise arranged for, a deposit of 50% is requested upon the signing of proposal, 25% upon delivery of the job proof, and the balance upon completion of this order or upon delivery of the first copy or copies. All accounts not paid for within forty -five (45) days of invoice shall be charged interest at the rate of eighteen per cent (18%) per annum. If such rate shall be precluded by local law, this such rate shall be the highest rate allowable pursuant to such law. 11. Warranty: Printer warrants that its work will meet applicable specifications and other specific product work requirements and will be of good quality and free from defects in material and workmanship. All claims must be made within five (5) days of receipt of goods. Defective items must be held for Printer's inspection and returned to the original F.O.B. point upon request. The foregoing is expressly in lieu of all other warranties whatsoever, expressed, implied, and statutory, including, without limitation, and implied warranties of merchantability and fitness. Upon Customer's submission of a claim and its substantiation, Printer shall at its option either (1) replace its product or work at either the original F.O.B. point of delivery or (2) refund an equitable portion of the purchase price determined by Printer. All work performed will be done during normal working hours of normal working days. The foregoing is Printer's only obligation and Customer's only remedy of breach of warranty, and except for gross negligence and willful misconduct, the foregoing is Customer's only remedy hereunder by way of breach of contract, tort, or otherwise. In no event shall Customer be entitled to incidental or consequential damages. Any action for breach of this proposal must be commenced within two (2) years after the cause of action has occurred. 12. Title and Risk of Loss: Title to products which Printer sells to Customer shall pass to Customer upon delivery of the products to Customer, or to a carrier consigned to Customer, and Printer shall not be liable for loss of, delay in shipment, or damage of any products after title thereto has passed . Printer, however, retains title for security purposes only to all products until paid for in full in cash and may, at Printer's option, repossess the same from Customer's default in payment hereunder and charge Customer with any deficiency. It is expressly agreed that Printer shall not be held liable for loss or damage on account of delays due to strikes, wars, fires, floods, accidents, governmental or municipal laws, rules or regulations, acts of providence, its inability to secure specified materials, or other causes beyond Printer's reasonable anticipation or control . 13. No obscene or illegal literature will be printed by Printer under this contract, nor shall Printer be liable for any damages arising out of violation of copyright laws or illegal use of trade names or slogans. The Customer guarantees the legal property of all matter submitted to Printer for printing and for publication; and will defend and indemnify Printer from and against all claims and responsibility arising from the printing and /or publication of such matter, including the legal expenses and disbursements incurred by Printer in connection therewith. 14. Unless otherwise specified, Printer shall use such style, type, size and composition as, in its discretion, seems to be the best interest of Customer. 15. Any and all mailing costs incurred by Printer in the performance of the specifications hereinabove set forth shall be in addition to the contract price hereinabove set forth and shall be at the then current rates of the United States Postal Service and/or common carrier. 15. Taxes: Customer shall pay all excise or other taxes, if any, that may be levied on the products sold under the contractor upon or in connection with the sale or shipment thereof. 17. Delivery Dates: Promised delivery date is contingent upon Customer's meeting its established schedule responsibilities. Printer shall not be responsible for consequential damages for late deliveries. 18. Prices quoted are based on straight time work. Overtime work caused by Customer's failure to meet deadline, a delay in turning in proofs, or other material necessary to complete the work within the time specified, shall be charged for at current overtime rates, over and above the price quoted herein. 19. Unless otherwise stated in writing, overruns or underruns, not to exceed ten (10%) percent of the amount ordered, shall constitute an acceptable delivery and the excess or deficiency shall be charged or credited to the customer proportionally. 2o. Customer Furnished Materials: Any work required on files or materials furnished by the Customer shall be performed at Customer's risk and billed at current market rates. Responsibility for quality of material supplied will not be assumed by Printer when Customer furnished such material used in production of the printed order. 21. If it becomes necessary to institute suit in any court of law to enforce any of the provisions of quotation, including an action for collection or to enforce any of the standards terms for sale, customer agrees to pay all legal expenses and disbursements incurred by Printer in connection therewith. 22. In the event actual delivery extends beyond the date set forth on Printers acknowledgement of order entry, Printer shall have the further right to revise prices upon the application of a fraction, the numerator of which shall be the Consumer Price Index at the time of actual delivery and the denominator of which shall be such index at the proposed time of delivery set forth by the Printer in his acknowledge to customer of order entry. Based on Trade Customs Adopted by Printing Industry of America, Inc. Page 90 of 565 Agenda Item #3. PUBLIC RECORDS. In accordance with Sec. 119.07011 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@tequesta.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 91 of 565 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 ("WK"), Web Accessibility Initiative UWAI"), available at www.w3.org/TR/WCAG/." Page 92 of 565 Agenda Item #3. Memorandum To: Jeremy Allen, Village Manager From: Lori McWilliams, Village Clerk Date: May 31, 2022 Subject: Southeastern Printing Company Estimate 13174 The attached agenda item is Southeastern Printing Company's Estimate 13174. Southeastern Printing is the selected vendor to prepare and provide printing services for the 2022 Spring Edition of the Village of Tecluesta's Newsletter, Smoke Signals. The total cost of services for this item is $573.00, to prepare the newsletters for mailing. Funding for this item was anticipated and is budgeted. Thank you. Page 93 of 565 Agenda Item #3. southeastern complexity made simple Client ID: 2833 Village of Tequesta 345 Tequesta Dr. Tequesta FL 33469 Phone: 561-768-0706 Fax: 561-768-0697 Rep: Eric Ellison 86a erice@seprint.com Newsletter Mailing Quantity: 3,686 Fiat Size: 8.5 x 11 Finished Size: 8.5 x 11 QUOTATION Estimate: 13174 Effective Date: 5l912022 Finishing: Deliver to PO, DP, Cass & Presort, Inkjet, Sort, Tie & Tray and NCOA Packaging: Deliver to Client Quantity Price 3,686 $573 950 SE 8th Street Hialeah, FL 33010 305.885.8707 305.888.9903 seprint.com PRICES REMAIN IN EFFECT FOR 7 DAYS Quotation is based on current market conditions. Pricing and delivery subject to change based on availability at time of order Thank you for the opportunity to provide you with this estimate. we look forward to exceeding your expectations. Standard minimum turn time is 5 business days from proof approval. Additional charges may occur if an accelerated schedule is requested. This quotation is subject to the terms and conditions in our terms of sale set forth here, and which are, by reference, made a part hereof. Prices quoted are based on details furnished to our estimating department and are subject to revision if, upon receipt of copy it is determined that the material deviates from original specifications. Any such price revision will be confirmed before the order is processed. We reserve the right to reject any order upon receipt without liability on our part. All orders are subject to undeirruns or overruns of up to 10 percent. The deficiency or excess will be credited or charged proportionally. Payment Terms: Due in 30 days Please Initial: The item(s) ordered are for resale and not subject to sales tax. The item(s) ordered are for internal use. Please charge sales tax. Please read, sign and return to place your order: '?► Sign re Print Name 1 1;116u.er Title / Q21e Page 94 of 565 Agenda Item #3. SOUTHEASTERN STANDARD TERMS OF SALE 1. This proposal is made and, if accepted by Southeastern ("Printer"), order will be entered subject to the following trade customs and any other conditions expressed herein, which are hereby understood to be binding on both parties. Terms of this proposal shall be limited to seven (7) days from date to proposal. It is to be clearly understood that such terms constitute the entire agreement of the parties, can be amended or altered only pursuant to writing signed by both parties, and in any event not by any stipulation, representation or agreement not contained in this contract, or by parol evidence , and that these terms shall govern the order contrary to prior or subsequent writings by Customer notwithstanding. 2. orders regularly entered cannot be cancelled except upon terms that will compensate Printer against loss. All orders are subject to final acceptance by Printer, and it shall not be liable for any loss or damage resulting from its reasonable failure to accept orders, ship products ordered or notify Customer of its non -acceptance of orders. 3. Experimental work performed at the Customer's request, such as, but not limited to sketches, drawings, composition, plates, presswork and materials shall be charged for at current rates. 4. Artwork, sketches, copy, dummies, and all preparatory work, plates, engravings and other manufacturing tools or items created or furnished by Printer shall remain its exclusive property, no use of same shall be made nor may any ideas obtained therefrom be used, except by written permission of Printer and upon compensation to be determined by Printer. 5. original artwork, photos, plates, engravings and other manufacturing items when supplied by Customer are accepted at the Customer's risk and Printer shall not be liable for damage or loss in excess of out-of-pocket cost for raw materials or value agreed to in writing between Printer and Customer. 5. Author's alterations (AA): All changes from original specifications made by Customer shall entitle Printer to additional charges at the current rates for the additional work performed. 7. Errors: Printer shall not be liable for errors if printed matter conforms to files furnished by Customer. Proofs will be submitted if requested by Customer. Corrections, if any, are to be made thereon and returned with Proof/Print Authorization form marked "O.K." or "O.K. with corrections, and signed by duly authorized representative of Customer. If revised proofs are desired, request must be made when proof returned. Printer shall not be responsible for errors if work is performed as per Customer's 'O.K." 8. Press: Press proofs incur additional charges. Printer shall charge for additional press time arising from Customer delay during make -ready press check or for change orders received after job is plated. Because of the difference in equipment and conditions between color proofing and the pressroom operations, a reasonable variation in color between color proofs and the completed job shall constitute an acceptable delivery. 9. Customer's Property; All Customer's property that is stored with Printer is at the Customer's risk, and Printer shall not be liable for any loss or damages thereto caused by fire, theft, water leakage, rodents, insects, or any other cause beyond Printer's control. It is understood that the storage of Customer's property is solely for the benefit of the Customer. 10. Terrns: Unless otherwise arranged for, a deposit of 50% is requested upon the signing of proposal, 25% upon delivery of the job proof, and the balance upon completion of this order or upon delivery of the first copy or copies. All accounts not paid for within forty -five (45) days of invoice shall be charged interest at the rate of eighteen per cent (18%) per annum. If such rate shall be precluded by local law, this such rate shall be the highest rate allowable pursuant to such law. it Warranty: Printer warrants that its work will meet applicable specifications and other specific product work requirements and will be of good quality and free from defects in material and workmanship. All claims must be made within five (5) days of receipt of goods. Defective items must be held for Printer's inspection and retumed to the original F.o.B. point upon request. The foregoing is expressly in lieu of all other warranties whatsoever , expressed, .implied, and statutory, including, without limitation, and implied warranties of merchantability and fitness. Upon Customer's submission of a claim and its substantiation, Printer shall at its option either (1) replace its product or work at either the original F.o.B. point of delivery or (2) refund an equitable portion of the purchase price determined by Printer. All work performed will be done during normal working hours of normal working days. The foregoing is Printer's only obligation and Customer's only remedy of breach of warranty, and except for gross negligence and willful misconduct, the foregoing is Customer's only remedy hereunder by way of breach of contract, tort, or otherwise. In no event shall Customer be entitled to incidental or consequential damages. Any action for breach of this proposal must be commenced within two (2) years after the cause of action has occurred. 12. Title and Risk of Loss: Title to products which Printer sells to Customer shall pass to Customer upon delivery of the products to Customer, or to a carrier consigned to Customer, and Printer shall not be liable for loss of, delay in shipment, or damage of any products after title thereto has passed . Printer, however, retains title for security purposes only to all products until paid for in full in cash and may, at Printer's option, repossess the same from Customer's default in payment hereunder and charge Customer with any deficiency. It is expressly agreed that Printer shall not be held liable for loss or damage on account of delays due to strikes, wars, fires, floods, accidents, governmental or municipal laws, rules or regulations, acts of providence, its inability to secure specified materials, or other causes beyond . Printer's reasonable anticipation or control . 13. No obscene or illegal literature will be printed by Printer under this contract, nor shall Printer be liable for any damages arising out of violation of copyright laws or illegal use of trade names or slogans. The Customer guarantees the legal property of all matter submitted to Printer for printing and /or publication; and will defend and indemnify Printer from and against all claims and responsibility arising from the printing and /or publication of such matter, including the legal expenses and disbursements incurred by Printer in connection therewith. 14. Unless otherwise specified, Printer shall use such style, type, size and composition as, in its discretion, seems to be the best interest of Customer. 15. Any and all mailing costs incurred by Printer in the performance of the specifications hereinabove set forth shall be in addition to the contract price hereinabove set forth and shall be at the then current rates of the United States Postal Service and/or common carrier. 15. Taxes: Customer shall pay all excise or other taxes, if any, that may be levied on the products sold under the contractor upon or in connection with, the sale or shipment thereof. 17. Delivery Dates: Promised delivery date is contingent upon Customer's meeting its established schedule responsibilities. Printer shall not be responsible for consequential damages for late deliveries. 18. Prices quoted are based on straight time work. overtime work caused by Customer's failure to meet deadline, a delay in turning in proofs, or other material necessary to complete the work within the time specified, shall be charged for at current overtime rates, over and above the price quoted herein. 19. Unless otherwise stated in writing, overruns or underruns, not to exceed ten (10%) percent of the amount ordered, shall constitute an acceptable delivery and the excess or deficiency shall be charged or credited to the customer proportionally. 20. Customer Fumished Materials: Any work required on files or materials fumished by the Customer shall be performed at Customer's risk and billed at current market rates. Responsibility for quality of material supplied will not be assumed by Printer when Customer furnished such material used in production of the printed order. 21. If it becomes necessary to institute suit in any court of law to enforce any of the provisions of quotation, including an action for collection or to enforce any of the standards terms for sale, customer agrees to pay all legal expenses and disbursements incurred by Printer in connection therewith. 22. In the event actual delivery extends beyond the date set forth on Printers acknowledgement of order entry, Printer shall have the further right to revise prices upon the application of a fraction, the numerator of which shall be the Consumer Price Index at the time of actual delivery and the denominator of which shall be such index at the proposed time of delivery set forth by the Printer in his acknowledge to customer of order entry. Based on Trade Customs Adopted by Printing industry of America, Inc. Page 95 of 565 Agenda Item #3. PUBLIC RECORDS. In accordance with Sec. 119.07011 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@tequesta.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 96 of 565 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 ("WK"), Web Accessibility Initiative UWAI"), available at www.w3.org/TR/WCAG/." Page 97 of 565