HomeMy WebLinkAboutDocumentation_Regular_Tab 05_8/10/2023Agenda Item #5.
Regular Council
STAFF MEMO
Meeting: Regular Council - Aug 10 2023
Staff Contact: Jeremy Allen, Village Manager Department: Manager
Consider Approval of Contracts Signed by Manager Under $25,000 (Per Village Ordinance we are
presenting the following agreements, proposals, commitments and memorandum of understanding to
Council.) A. Arch iveSocial-Village Clerk, $2,988.00 FY 23-23 and $3,137.00 FY's 24-27 (see
agreement for full details. B. Holtz Consulting Engineers, Inc. Consulting Loss Mitigation Grant Support
Services -Public Works, $9,960.00. C. Parker Yannette Tequesta Drive Landscape Architectural
Services Proposal -Building, See proposal for details. D. Peninsular Electric Distributors, Inc. Credit
Application - Public Works, $N/A E. Protegis Fire Safety Alarm Services Agreement -Public Works,
$2,130.00 Annually. F. Summit Fire Security Proposal -Public Works, $650.00.
Consider Approval of Contracts Signed by Manager Under $25,000 (Per Village Ordinance we are
presenting the following agreements, proposals, commitments and memorandum of understanding to
Council.)
A. Arch iveSocial-Village Clerk, $2,988.00 FY 23-23 and $3,137.00 FY's 24-27 (see agreement for full
details.
B. Holtz Consulting Engineers, Inc. Consulting Loss Mitigation Grant Support Services -Public Works,
$9,960.00.
C. Parker Yannette Tequesta Drive Landscape Architectural Services Proposal -Building, See proposal
for details.
D. Peninsular Electric Distributors, Inc. Credit Application - Public Works, $N/A
E. Protegis Fire Safety Alarm Services Agreement -Public Works, $2,130.00 Annually.
F. Summit Fire Security Proposal -Public Works, $650.00.
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.
BUDGET AMOUNT NA AMOUNT AVAILABLE NA EXPENDITURE AMOUNT: NA
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Agenda Item #5.
FUNDING SOURCES: NA IS THIS A PIGGYBACK:
❑ Yes ❑ N/A
DID YOU OBTAIN 3 QUOTES?
❑ Yes ❑ N/A
COMMENTS/EXPLANATION ON SELECTION6 Items, each with individual costs
This agenda item is respectfully submitted for your review and approval.
ArchiveSocial LLC Enterprise Software License Agreement -Village Clerk
Holtz Consulting Enginners, Inc. Work Authorization -Public Works
Parker Yannette Landscape Architectural Services Agreement -Building
Peninsular Electric Distributors, Inc. Credit Application -Public Works
Protegis Fire Safety Alarm Services Agreement -Public Works
Summit Fire Securitv Proaosal - Public Works
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Agenda Item #5.
Village of Tequesta
Village Clerk's Office
Agreement Transmittal Form
Attach the Agreement Transmittal Form to the top of ALL agreements including agreements that
go to Council for approval AND agreements the manager signs (under $75,000). Agreements
are processed and imaged immediately following the council meeting, therefore should be
signed by the entity you are entering into agreement with PRIOR to coming to the Clerk's
or Manager's Office. Please complete the form in its entirety.
DEPARTMENT AND STAFF
Lori McWilliams
CONTACT (who do we contact
with questions):
NAME OF VENDOR:
ArchiveSocial
PROJECT NAME/TITLE OF
Arching social media accounts
AGREEMENT:
COUNCIL APPROVAL DATE:
N/A
ORDINANCE/RESOLUTION
N/A
NUMBER:
IS THIS A CAPITAL PROJECT:
❑ Yes
Capital projects require a longer
® No
retention period.
DOLLAR AMOUNT:
. 10/1/23 — 9/30/24 - $2988 for the year
• 10/1/24 — 9/30/27 - $3137 annually
AGREEMENT TERM END DATE
(Required to be filled in):
9/30/27
If the agreement DOES NOT have
an end date, please assign it an
end date for imaging and
disposition purposes.
NUMBER OF AGREEMENTS TO
1
BE SIGNED (did you place sign
her tabs in the proper signature
locations?)
SPECIAL INSTRUCTIONS FOR
Vendor prefers to sign after Village approval
CLERK'S OFFICE:
Updated: 6/28/2023
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Agenda Item #5.
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: 7/11/2023
SUBJECT: ArchiveSocial
561-768-0700
www.tequesta.org
Archiving social media and its meta data is necessary as a requirement of FS 119.01. The Office
of the Florida Attorney General specifically mentions Facebook in their Government in the
Sunshine Manual guidelines for computer records, and lays the responsibility for capturing and
retaining social media records on the agencies that create them.
Since 2017, The Village has been utilizing the services of ArchiveSocial to archive our social media
accounts. Considering their expertise and proven record of accomplishment in this domain, I
recommend we continue to utilize their services. By continuing to archive our social media
accounts, we demonstrate our commitment to transparency and compliance with legal
requirements and safeguards us against potential legal risks.
The archival software is equally split annually between Admin, Police and Fire.
• 10/1/23 — 9/30/24 - $2988 for the year
• 10/1/24 — 9/30/27 - $3137 annually
This document may be reproduced upon request in an alternative format by contacting the Village
Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4
Page 17 of 250
Agenda Item #5.
ENTERPRISE SOFTWARE LICENSE AGREEMENT
This Enterprise Software License Agreement (this "Agreement") is effective this
1 st day of October, 2023 (the "Effective Date"), by and between ArchiveSocial, LLC a
Delaware corporation whose principal place of business is located at 302 S 4th Street Suite
500, Manhattan, KS 66502 with mailing address of P.O. Box 737311, Dallas, TX 75373-
7311 ("Licensor") and Village of Tequesta, FL, a government entity whose principal
place of business is located at345 Tequesta Drive, Tequesta, FL 33469 ("Licensee").
Licensee and Licensor may hereinafter jointly be referred to as the "parties."
WHEREAS, Licensor has developed and licenses proprietary online software that
assists in capturing and archiving records of online social media communications and
Internet websites (including all updates, upgrades, modifications and improvements thereto
generally made available by Licensor to other similar commercial licensees, the
"Software") and related documentation delivered or provided to Licensee (the
"Documentation" and, along with the Software, the "Service"), all as more fully described
and accessed at http://archivesocial.com/ (the "Website"); and
WHEREAS, Licensee would like to license such software for the limited and
express purposes and term set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. LICENSE.
(a) General. On the terms and subject to the conditions of this Agreement,
including the payment of all the fees and charges required hereunder, Licensor grants to
Licensee, and Licensee accepts, a non-exclusive, limited, nontransferable, license (without
the right to sublicense) to access and use the Service, including the Software, solely in the
form provided by Licensor through the Website, for any purpose not prohibited by law or
by the terms and conditions of this Agreement (the "License"). The License and rights
granted to Licensee herein terminate upon the termination or expiration of this Agreement
as set forth herein.
(b) Restrictions on Use. Licensee covenants and agrees that it shall not,
and shall cause its affiliates, owners, members, managers, directors, employees, agents,
contractors or other third parties who use the Website and/or the Service on behalf of, at
the direction of or for the benefit of Licensee (collectively, Licensee's "Representatives")
to not, (i) sell, license (or sublicense), lease, assign, transfer, pledge, or share (including as
a time share, service bureau or otherwise) any of Licensee's rights under, in or to the
License and/or the Service with or to any third party; (ii) modify, disassemble, decompile,
reverse engineer, revise or enhance all or any part of the Website, the Services or the
Software or create any derivative works or otherwise merge or utilize all or any part of the
foregoing with or into other computer programs, website, service or other materials or
attempt to discover all or any part of the Website's, the Service's or the Software's source
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Agenda Item #5.
code; (iii) use the Website or the Service to access or use any content, information or
material to which such person or entity does not have the necessary right or license, or
otherwise knowingly violate, breach or infringe the intellectual property, contractual or
other rights of any third party; or (iv) knowingly violate any applicable law, regulation,
ordinance, contract, order or other agreement that is binding on such person or entity's use
of the Website or the Service.
(c) Reservation of Rights. Nothing herein shall be construed to convey
any ownership or proprietary right or interest in the Website, Service, Software or
Documentation or any other information or materials provided by Licensor to Licensee in
connection with the Service, or any portion or copy thereof, to Licensee or any of its
Representatives. As between the parties hereto, all intellectual property and proprietary
rights in the Website, Service, Software and the Documentation shall remain the sole and
exclusive property of Licensor. All inventions (including, without limitation, discoveries,
concepts, ideas, know-how, improvements, derivative works and feedback, whether or not
constituting protectable intellectual property and whether or not reduced to practice) arising
out of Licensee's use of the Website, Service or Software shall be and remain the sole
property of Licensor and shall be subject to the terms of this Agreement. Accordingly,
Licensee hereby covenants and agrees that it will assign and will cause its Representatives
to assign, and upon the authorship, development or creation of any such invention expressly
and automatically does assign, all right, title and interest to any such invention to Licensor.
Licensor reserves all rights not expressly granted to Licensee in this Agreement.
2. SUPPORT AND SERVICE. Licensor shall provide commercially reasonable
support in connection with Licensee's use of the Service including, without limitation,
providing (i) initial deployment and integration support as mutually agreed by the parties
and (ii) phone and email access for Licensor inquiries pertaining to the Website, Service
or Software during standard business hours (9:OOam EST to 5:OOpm EST, M-F except
holidays) and responses to such inquiries within a commercially reasonable time period
depending on the urgency or severity of the specific problem or request. Licensee and
Licensor shall each provide a designated point of contact (i.e., a single person or small
team of people) for all support and service inquiries related to Licensee's use of the
Website, Service and/or Software and Licensor shall have no obligation to respond to
support or service inquiries other than as submitted by such designated contact(s).
3. PAYMENTS. Licensee shall pay to Licensor the fees for the Software and for the
Services, as set forth on Exhibit A hereto. All fees pursuant to this Agreement shall be
invoiced by Licensor in advance. All fees shall be paid in U.S. dollars in immediately
available funds and shall be made payable to Licensor. For the avoidance of doubt,
Licensee's failure to make any payment within 30 days of its receipt of an undisputed
invoice from Licensor shall constitute a material breach of this Agreement.
4. TERM AND TERMINATION.
(a) Term of Agreement. This Agreement is effective beginning on the
Effective Date and, unless this Agreement is earlier terminated in accordance with
this Section 4, shall continue for a period ofiXyears (the "Initial Term"), and Licensee may
elect Lk � ^
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Agenda Item #5.
to renew this Agreement thereafter for successive periods of 1 year (each, a "Renewal
Term") by providing notice of renewal, including but not limited to purchase orders or
invoice payments to Licensor within 30 days of the scheduled expiration of this Agreement.
Licensor may increase the fees as provided in Exhibit A upon commencement of a Renewal
Term, provided that Licensor issues written notice at least 30 days prior to the Renewal
Term.
(b) Termination. In the event of a material breach by either party that is
not cured within 30 days of receipt of written notice thereof from the other party, the non -
breaching party may, by written notice to the breaching party, (i) terminate this Agreement;
(ii) terminate or suspend Licensee's access to or use of the Website, Service and/or
Software; and/or (iii) pursue other legal and equitable rights and remedies to which it may
be entitled. Either party may terminate this Agreement immediately by giving written
notice to the other party if such other party institutes or has instituted against it insolvency,
receivership, or bankruptcy proceedings or any other proceedings for the settlement of such
parry's debts, or makes an assignment for the benefit of its creditors or commences
dissolution proceedings. In addition, Licensor may terminate this Agreement and the
License hereunder immediately upon the breach by Licensee of Section 1 hereof.
(c) Effect of Termination. Except as set forth in this Agreement, in the
event of termination or expiration of this Agreement, the rights and obligations hereunder
or thereunder, as applicable, shall terminate immediately; provided, however, that any
payment or other obligation that has accrued as of such termination or expiration date shall
survive such termination or expiration; provided, further, that in the event of the
termination or expiration of this Agreement the rights and the obligations of the parties set
forth in Sections 1(c) (Reservation of Rights), 5(d) (Service Disclaimer),?
(Confidentiality),11 (Limitation of Liability),12 (Indemnification),13 (Entire Agreement)
and 15 (Additional Terms) of this Agreement, along with any other provision of this
Agreement which is required to enforce the parties' rights and obligations hereunder or by
its terms continues after the termination of this Agreement, shall survive the termination or
expiration of this Agreement and shall continue in effect as described therein.
(d) Return and Retention of Archived Content. At any time during the
term of the Agreement, Licensee may export the Archived Content via the administrative
panel in the Software. In addition, following the termination or expiration of this
Agreement and Licensee's written request within 30 days thereof, Licensor shall, within
30 days of its receipt of such request and in a commercially reasonable format determined
by Licensor, provide Licensee with a copy of the data transmitted to and through supported
social media platforms and Internet websites by Licensee to Licensor in connection with
its use of the Service, as collected, modified and archived by Licensor in connection with
its provision of the Service (collectively, the "Archived Content"). Thereafter,
ArchiveSocial will allow 30 days for Licensee to retrieve the Archived Content. Upon
expiration of such 30-day retrieval period, Licensor shall delete all such Archived Content
and it is Licensee's sole responsibility to seek another source for backing up or archiving
such Archived Content and/or related data or content. LICENSEE ACKNOWLEDGES
AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR
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Agenda Item #5.
SHALL HAVE NO OBLIGATIONS WITH RESPECT TO ANY ARCHIVED CONTENT,
INCLUDING THE MAINTENANCE OR PRESERVATION THEREOF, AND
LICENSOR SHALL NOT BE LIABLE FOR ANY DISRUPTION OR TERMINATION
OF LICENSEE'S OR ITS REPRESENTATIVES' ACCESS TO OR USE OF THE
WEBSITE, SERVICE, SOFTWARE, DOCUMENTATION AND/OR ARCHIVED
CONTENT.
5. DESCRIPTION OF SERVICE; ARCHIVING AND ARCHIVED CONTENT
(a) Archived Content License. Licensee hereby grants Licensor a
limited, worldwide, royalty -free, perpetual and irrevocable license, with right to
sublicense, to use, reproduce, copy, access, view, modify, edit, perform, display, prepare
derivative works of, reformat, translate, distribute and transfer Licensee's Archived
Content, solely and to the limited extent necessary to perform Licensor's obligations
hereunder and to provide Licensee with the Services including, without limitation, to
disclose such Archived Content to the applicable Supported Site as necessary to comply
with Licensor's or Licensee's terms and conditions of using such Supported Site.
(b) Supported Sites and Permitted Accounts. In addition to the license
granted in Section 5(a), in order for Licensor to provide the Service and to capture and to
maintain Archived Content for Licensee, Licensee must provide Licensor with certain
information with respect to any social media account and/or Internet website, platform or
service that Licensor supports (a "Supported Site") and that Licensee would like to be
included as part of Licensee's Archived Content. Licensee represents, warrants, covenants
and agrees that Licensee has not, and that Licensee will not, provide Licensor with any
Permitted Accounts (as defined below) information or any other information in connection
with any user account for a Supported Site or other social media or Internet website in
connection with Licensee's use of the Service and Licensor's archival of any Archived
Content other than with respect to user accounts for which (i) Licensee or a Representative
of Licensee is the actual owner or (ii) Licensee has been explicitly authorized to provide
such access (collectively, "Permitted Accounts").
(c) Limitations on Licensor's abilijy to provide the Service and
maintain Archived Content. In order for Licensor to provide the Service and to capture and
to maintain Archived Content for Licensee, Licensor relies on Licensee and on the owners
and operators of the Supported Sites to provide Licensor with access to the content, data
and/or information Licensee transmits to and through such Supported Sites, typically
through one or more application programming interfaces or "APIs". For instance, if
Licensee changes any Permitted Accounts Information Licensee has provided to Licensor
without, if necessary, first notifying Licensor as directed through the Website and/or
Service, or otherwise limits or revokes Licensor's ability to access any of Licensee's
Permitted Accounts, Licensor may be unable to continue to provide the Service as intended,
or at all. It is also possible that, without any notification to Licensee or Licensor, one or
more Supported Sites will (i) change their website or service, (ii) change the APIs through
which Licensor accesses such website and/or service, (iii) amend the terms of use or other
policies through which Licensee or Licensor use and access such website and/or service,
(iv) provide incomplete or inaccurate information through their APIs or otherwise with
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Agenda Item #5.
respect to the content, data and/or information Licensee transmits to and through such
Supported Site, and/or (v) take other actions to restrict Licensee's or Licensor's access to
such website and/or service and the content, data and/or information contained therein.
Any of these events could disrupt Licensor's ability to provide the Service as intended, or
to provide the Service at all, including Licensor's ability to capture or to maintain
Licensee's Archived Content as described on the Website and elsewhere. In addition, it is
also possible that Licensor's ability to provide the Service or to capture or to maintain
Licensee's Archived Content could be temporarily disrupted due to unanticipated or
unplanned events, such as viruses, hacking or other security vulnerabilities, the failure of
equipment or services provided by Licensor or by third parties or other events, including
force majeure events.
(d) Service Disclaimer. WHILE LICENSOR WILL UNDERTAKE
COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICE
(INCLUDING WITH RESPECT TO ARCHIVED CONTENT) TO LICENSEE,
LICENSOR CANNOT AND DOES NOT REPRESENT, WARRANT OR GUARANTEE
THAT LICENSOR WILL BE ABLE TO DO SO IN FULL AT ALL TIMES OR AT ANY
PARTICULAR TIME, NOR DOES LICENSOR REPRESENT, WARRANT OR
GUARANTEE THAT LICENSOR WILL BE ABLE TO CAPTURE FULL AND
ACCURATE RECORDS OF LICENSEE'S ARCHIVED CONTENT AT ALL TIMES
OR AT ANY PARTICULAR TIME, NOR DOES LICENSOR REPRESENT,
WARRANT OR GUARANTEE THAT ANY WEBSITE, PLATFORM OR SERVICE
THAT IS CURRENTLY A SUPPORTED SITE WILL REMAIN A SUPPORTED SITE.
ACCORDINGLY, LICENSEE'S USE OF THE WEBSITE AND THE SERVICE IS
EXPRESSLY CONDITIONED ON LICENSEE'S ACKNOWLEDGEMENT AND
ACCEPTANCE OF THE LIMITATIONS SET FORTH IN THIS SECTION 5 AND THE
LIMITATION OF LIABILITY SET FORTH IN SECTION 11 OF THIS AGREEMENT.
6. OWNERSHIP OF CONTENT. Licensor does not claim ownership of any
content belonging to Licensee, including any Archived Content, except as expressly
described in this Section with respect to Feedback; provided, however, that Licensee's use
of the Service is subject to Licensee's granting of the license to Licensee's Archived
Content set forth in Section 5(a), as well as any other reasonably necessary license to any
other content, in order for Licensor to perform Licensor's obligations hereunder and to
provide Licensee with the Service. Notwithstanding the foregoing, any comments,
feedback, ideas and/or reports about the Website or the Service that Licensee provides to
Licensor, whether in written, electronic or any other form (collectively, "Feedback"), shall
be considered Licensor's proprietary and confidential information, and Licensee hereby
irrevocably automatically transfers and assigns to Licensor, immediately upon creation, all
of Licensee's right, title and interest in and to such Feedback, including all intellectual
property rights embodied in or arising in connection with such Feedback and any other
rights or claims that Licensee may have with respect to any such Feedback.
7. CONFIDENTIALITY. Subject to public record law, Licensee shall not disclose,
except in accordance with this Agreement, and shall take all necessary precautions to
protect the confidentiality of and to cause its Representatives not to disclose and to protect
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Agenda Item #5.
the confidentiality of, any Confidential Information received from Licensor or its affiliates,
employees or other agents under this Agreement, including, without limitation, requiring
Licensee's Representatives or others with access to the Confidential Information to be
subject to confidentiality obligations similar in nature to those imposed by this Agreement
and limiting access to the Confidential Information to Licensee's Representatives on a
"need to know" basis. Any Confidential Information may be used by Licensee only in
connection with the License granted herein, unless otherwise agreed by the parties in
writing. For the purposes of this Agreement, "Confidential Information" shall mean all
business, technical, and financial information provided by Licensor to Licensee, including,
without limitation, the Software and all accompanying Documentation and all proprietary
information relating thereto. Confidential Information shall not include any information
which is: (i) at the time of its disclosure previously known by Licensee, as demonstrated
by Licensee's records; (ii) in the public domain or becomes generally known or published
through no fault of Licensee; or (iii) lawfully disclosed to Licensee by a third party free to
disclose such information. The provisions under this Section 7 shall survive the expiration
or termination of this Agreement for any reason for a period of five years. Immediately
upon termination or expiration of this Agreement, Licensee agrees to return to Licensor or
to delete all Confidential Information provided to Licensee, including copies of any
software or documentation provided by Licensor to Licensee hereunder and, if requested
by Licensor, provide Licensor with a written notice certifying that it has complied with the
requirements of this sentence.
8. TRANSFERS. This Agreement, the License and all other rights, licenses,
remedies, obligations and liabilities granted hereunder to Licensee may not be transferred
or assigned to any other party without the express written consent of Licensor. Any
attempted assignment or transfer in violation of this provision shall be void.
9. MUTUAL REPRESENTATIONS AND WARRANTIES. Each party
represents and warrants that (i) it is duly incorporated, validly existing and in good standing
under the laws of its state of incorporation and has the full corporate power and authority
to execute, deliver and perform this Agreement; and (ii) this Agreement has been duly and
validly executed and constitutes the legal, valid and binding obligation of such party,
enforceable against such party in accordance with its terms.
10. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO THE WEBSITE, SERVICE AND/OR
SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND
FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY THE
LAWS IN LICENSEE'S JURISDICTION, NEITHER PARTY OR ITS
REPRESENTATIVES SHALL BE LIABLE (i) FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR
LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND
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Agenda Item #5.
THE LIKE) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR
LICENSEE'S USE OF THE WEBSITE, SERVICE AND/OR SOFTWARE, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OR (ii) ANY DIRECT DAMAGES OR OTHER AMOUNT IN EXCESS OF THE
CUMULATIVE FEES ACTUALLY RECEIVED BY LICENSOR DURING THE 12
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
SUCH LIABILITY.
12. INDEMNIFICATION.
(a) Third -Party Infringement Claims Licensor will defend at its expense or
settle any third -party claim against Licensee alleging that the Software or Service provided
under this Agreement infringe intellectual property rights. Licensor will pay infringement
claim defense costs, Licensor —negotiated settlement amounts, and damages finally
awarded by a court. Licensor has no obligation for any claim of infringement arising from
Licensee's use of the Software and Services for purposes not contemplated by this
Agreement.
(b) Bodily Injury. Licensor will defend and indemnify Licensee and employees,
directors and agents against all damages for bodily injury, including death, or damage to
real or tangible personal property to the extent proximately caused by Licensor in
performance under this Agreement.
(c) Conditions. Licensor's indemnification obligations under this Section 12
are conditioned upon the Licensee (i) promptly notifying the Licensor of any claim in
writing; (ii) cooperating with Licensor in the defense of the claim; and (iii) granting the
Licensor sole control of the defense or settlement of the claim.
13. ENTIRE AGREEMENT. The parties agree that this Agreement is the complete
and exclusive statement of the agreement between Licensor and Licensee, which
supersedes any proposal, prior agreement, or license, oral or written, and any other
communications relating to the subject matter of this Agreement. If any term of this
Agreement shall be found invalid, the term shall be modified or omitted to the extent
necessary, and the remainder of this Agreement shall continue in full effect.
14. INDEPENDENT CONTRACTOR. The parties are independent contractors and
nothing contained herein shall be construed to create any other relationship between the
parties. Nothing in this Agreement shall be construed to constitute either party as the agent
of the other party for any purpose whatsoever, and neither party shall bind or attempt to
bind the other party to any contract or the performance of any other obligation, or represent
to any third party that it has the right to enter into any binding obligation on the other
party's behalf. Furthermore, nothing in this Agreement shall be construed so as to obligate
either party to enter into a further agreement.
15. ADDITIONAL TERMS. The waiver by either party of a breach of any provision
of this Agreement shall not constitute or be construed as a waiver of any future breach of
any provision(s) of this Agreement. Neither party shall be liable for delays or failures of
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Agenda Item #5.
performance resulting from causes beyond its reasonable control. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original and all of which shall
constitute but one and the same instrument. All notices or other communications to a party
which are required or permitted pursuant to this Agreement shall be in writing to the
address set forth for such party in the introduction to this Agreement. Any such notice
shall be deemed sufficient if delivered personally or sent by registered or certified mail,
postage prepaid, return receipt requested, or if delivered by any other means upon which
the parties shall mutually agree. Any party may change the address to which notice is to
be given by notice given in the manner set forth above.
16. COUNTERPARTS. This Agreement may be executed by electronic signatures or
signatures delivered through electronic facsimile. The parties shall use commercially
reasonable efforts to deliver to each other a fully executed original following the initial
closure of the agreement through facsimile or electronic copies and/or signatures.
17. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the
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 Scope
of Services. Upon request from the Village's custodian of public records, the 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 Section
119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes.
Further, the Contractor shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in Scope
of Services 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, the
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.
18. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT
lmcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
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19. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm Beach
County Code of Ordinances, 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.
20. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance
hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors and
consultants who will perform hereunder, have not been placed on the convicted vendor
list maintained by the State of Florida Department of Management Services within thirty-
six (36) months immediately preceding the date hereof. This notice is required by Section
287.133(3)(a), Florida Statutes.
21. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than
January 1, 2023, the Contractor shall: (1) register with and use the E-Verify System (E-
Verify.gov) to electronically verify the employment eligibility of all newly hired workers;
and (2) verify that all of the Contractor's subconsultants performing the duties and
obligations of this Agreement are registered with and use the E Verify System to
electronically verify the employment eligibility of all newly hired workers. The
Contractor shall obtain from each of its subconsultants an affidavit stating that the
subconsultant does not employ, contract with, or subcontract with an Unauthorized Alien,
as that term is defined in Section 448.095(1)(k), Florida Statutes, as may be amended.
The Contractor shall maintain a copy of any such affidavit from a subconsultant for, at a
minimum, the duration of the subcontract and any extension thereof. This provision shall
not supersede any provision of this Agreement which requires a longer retention period.
The Village shall terminate this Agreement if it has a good faith belief that the Contractor
has knowingly violated Section 448.09(1), Florida Statutes, as may be amended. If the
Contractor has a good faith belief that the Contractor's subconsultant has knowingly
violated Section 448.09(1), Florida Statutes, as may be amended, the Village shall notify
the Contractor to terminate its contract with the subconsultant and the Contractor shall
immediately terminate its contract with the subconsultant. In the event of such contract
termination, the Contractor shall be liable for any additional costs incurred by the Village
as a result of the termination.
22. SCRUTINIZED COMPANIES: For Contracts under $1M, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created
pursuant to Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of
Israel. The Village may terminate this Agreement at the Village's option if the
Contractor is found to have submitted a false certification as provided under Section
170811v4 - 9 -
Page 26 of 250
Agenda Item #5.
287.135(5), Florida Statutes, if the Contractor has been placed on the Scrutinized
Companies that Boycott Israel List created pursuant to Section 215.4725, Florida
Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over $1 M, the
Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan
List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,
or the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes. The Contractor further certifies that it is not engaged in a
boycott of Israel, and that it does not have business operations in Cuba or Syria, as
similarly provided in Section 287.135, Florida Statutes. The Village may terminate this
Agreement at the Village's option if the Contractor is found to have submitted a false
certification as provided under Section 287.135(5), Florida Statutes or if the Contractor
has been placed on one of the aforementioned lists created pursuant to Section 215.4725,
Florida Statutes. Additionally, the Village may terminate this Agreement at the Village's
option if the Contractor is engaged in a boycott of Israel or has been engaged in business
operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes.
[Signature Page Follows]
170811v4 - 10 -
Page 27 of 250
Agenda Item #5.
IN WITNESS WHEREOF, authorized representatives of the parties hereto have
executed this Software License Agreement effective the day and year first above written.
By:
Name:
Title:
LICENSOR:
ArchiveSocial, LLC.
LICENSEE:
Village of Tequesta, FL
By:
Name:
Title: t�lgx�a�
17081 1 v4 - 11 -
Page 28 of 250
Agenda Item #5.
EXHIBIT A
1. Base Service Fee: Licensee shall pay an annual base service fee of $2,988, for
the period from October 1, 2023 through September 30, 2024, and $3,137.40 for each
calendar year during the period from October 1, 2024 through September 30, 2027,
which shall entitle Licensee to connect to the Service, up to 12 social media accounts
from one or more social networking or social media websites, platforms or services or
Internet websites supported as part of the commercially available Service (each a
"Supported Site") for which Licensee is either (i) the actual owner or (ii) explicitly
authorized to provide access to such social media account or Internet website (e.g., upon
express authorization by Licensee's Representative). Each such social media account
shall be referred to as a "Permitted Account". Licensee is entitled to archive up to 1,500
new social media records per month, in aggregate, from across all Permitted Accounts.
For purposes of this Exhibit A, a "social media record" refers to any individual posting
sent or received by a Permitted Account, including comments, status updates, and private
messages. Large multimedia files, such as videos, are counted as multiple records with
each 10-megabyte segment of a multimedia file counted as a single record.
2. Add -on Service Fees: If an add -on service is selected then Licensee shall pay the
corresponding add -on annual service fee which shall entitle License to access the service.
Selected:
(X)
Add -on Service
Annual
Fee
Risk Management & Analytics (RMA) Reporting & Alerting
$
Public Access Open Archive Portal
$
3. Service and Support: There is no additional charge for service and support as
provided in Section 2 of the Agreement.
170811v4
-12-
Page 29 of 250
Agenda Item #5.
Village of Tequesta
Village Clerk's Office
Agreement Transmittal Form
The Agreement Transmittal form is to be attached to the top of ALL agreements including
agreements that go to Council for approval and agreements you need the manager to sign (under
$75,000).
All documents approved by Council requiring signature(s) should be sent to the Village Clerk's
Office prior to the meeting date. Please be sure to have the signature of the entity you are entering
the agreement with already completed — prior to the Council Meeting and attach "sign here" tabs
where signatures are required.
DEPARTMENT AND STAFF
Public Works — Doug Chambers, Janet McCorkle
CONTACT:
VENDOR:
Holtz Consulting Engineers, Inc.
COUNCIL APPROVAL DATE:
August 10, 2023
ORDINANCE/RESOLUTION
NUMBER:
TITLE OF AGREEMENT:
LMS Grant Support Services
DOLLAR AMOUNT:
$9,960.00
AGREEMENT TERM END
9/10/2025
DATE (Required to be filled
in):
NUMBER OF DOCUMENTS
1
TO BE SIGNED:
SPECIAL INSTRUCTIONS
FOR CLERKS'S OFFICE:
Page 30 of 250
Agenda Item #5.
Village
345 Tequesta Drive
Tequesta, FL 33469
of Tequesta
Tequesta Public Works Department Memorandum
To: Jeremy Allen, Village Manager
From: Douglas M. Chambers, Director Public Works
Subject: Holtz Consulting Loss Mitigation Grant Support Services
Date: July 18, 2023
561-768-0700
www.tequesta.org
The following agenda item is a work authorization with Holtz Consulting Engineers, Inc for grant
support services. The Village is submitting 5 mitigation projects to Palm Beach Count Local
Mitigation Strategy Committee for ranking in preparation for future grants applications and
award.
Mitigation Protects
1. Public Safety Facility Hardening/Wind Retrofit
2. Public Safety Generator Replacement
3. Village Hall Facility Hardening/Wind Retrofit
4. Village Hall Generator Installation
5. Tequesta Bridge Improvements
The Local Mitigation Strategy (LMS) is a unified, coordinated effort among County and
municipal governments to reduce the county's vulnerability to the impacts of identified natural
and man-made hazards. Among its primary missions, the Strategy serves as a basis for
comprehensive mitigation planning, project identification and prioritization, and provides
assistance to project sponsors in securing and allocating available federal, state, local, and
This document may be reproduced upon request in an alternative format by contacting the Village
Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4
Page 31 of 250
Agenda Item #5.
other disaster mitigation assistance funds.
The Palm Beach County LMS Working Group and sub -committees are coordinated by the Palm
Beach County Department of Public Safety's Division of Emergency Management. The LMS
Working Group is comprised of county, municipal, private sector, and community partners,
including the general public that prepare and promote local strategies and projects to reduce
long-term risks to life and property from natural, technological, and human caused disasters. The
resulting pre and post disaster mitigation strategies and projects are supported by a variety of
state and federal programs and funding sources, in accordance with the Disaster Mitigation Act of
NMI
Mitigation projects carried on the LMS Prioritized Project List (PPL) may be eligible for funding
under a variety of programs such as the Pre Disaster Mitigation (PDM) Program, Public
Assistance (PA), Flood Mitigation Assistance (FMA) Program, and Hazard Mitigation Grant
Program (HMGP). The PPL is updated at least twice a year in anticipation of funding
opportunities.
The cost for these services is $9,960.00, budgeted and available in account 001-210-531.302
Engineering Services.
Doug Chambers
Director
Department of Public Works
Page 2 of 3
Page 32 of 250
Agenda Item #5.
LATE : 6/23,12023
VILLAGE OF TEQUESTA
CONSU,TING SFRVTCFS WORK AUTHORITATTON
VILLAGE RF't . NO.: UTIL 06-20
WORK AUTHORIZATiON -No. 7 FOR CONSULTING SERVICES
PROJECT No. G/L CODE:
HOLTZ CONSULTING PROJECT NO.:
PROJECT TITLE.; LMS Orant Support Services
This Work Authorization, when executed, shall be incorporated in and shall become an integral
part (iftho Agreement for Professional Services dawd Soptcmbcr 10, 2020 botween the Village. cf
Tcqucsta ("VILT.AGI "), and Holtz Consulting Engineers, Inc. ("CONSUi.TA.NT") hcreaflcr
referred to as the Agreement.
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The VILLAGE is interested in submitting hive (5) mitigation projects to the Local Mitigation Strategy
(LMS) Committee for ranking in preparation for future grant applications and awards.
The tide (5) projects include. replacing the emergency goncratcr at the Public Safety Building,
hurricane hardening improitcments to the Public Safety Building, adding an emergency gcncrator to
the Village Hall, hurricane hardening improvements to the Village Hall, and misccllaneous
improvements to the Tequesta Drive Bridge,
it. SCOPE OF SERVICES
The following is a description of the services to he provided under this Work Authorization.
Task l — LMS Application Preparation
CONSULTANT shall prepare LMS applications and supporting documentation as required for each
of the five (5) specific ViLL.AGE initiatives. CONSULTANT shall coordinate application
development with ViT,1,AGT? staff and/or develop the grant application including as required,
CONSULTANT will prepare the application, supporting figures,lexhibits, and submit the application
on behalf of the VILLAGE. VILLAGE will provide any background or prgject information needed
WORK AUTHORIZATION NCI. 7 I of 3
Page 33 of 250
Agenda Item #5.
to develop the application, including project location, scope, background information, schedule, and
availability of matching funds. VILLAGE will provide information pertaining to project inclusion in
a capital improvement plan or similar, and documentation of public outreach.
III. DELIVERABLES
1. Draft and final PDF digital copies of the LMS applications.
IV. SCHEDULE
Individual tasks will be scheduled to ensure that all grant applications are thoroughly reviewed by
VILLAGE staff and submitted prior to the LMS grant application due date.
The CONSULTANT will perform the tasks as outlined in the scope of services for Lump Sum Fee
of $9,960 in accordance with our approved billing rates and estimate of costs detailed in Attachment
A. Monthly progress payments will be authorized based on percent complete as determined by
CONSULTANT and approved by VILLAGE.
uW 0 colep
To assist in meeting the schedule and budget requirements for development of the grant applications
and/or compliance documentation, VILLAGE will provide the following:
1. Capital Improvement Projects for the VILLAGE, budget infonmation, etc.
2. Attendance of key personnel at grant scoping meetings.
3. Prompt review and comment on deliverables.
4. Assistance with obtaining VILLAGE records as required for grant applications and compliance.
►'!!.�[e] :� � Flu _ � ��
The work authorized under this Work Authorization shall be performed under the terms and
conditions described within the Professional Services Agreement dated September 10, 2020, by and
between the Village of Tequesta ("VILLAGE") and Holtz Consulting ("CONSULTANT").
Compensation shall not exceed the hourly rates currently in effect under this Agreement.
WORK AUTHORIZATION NO. 7 t ?
Page 34 of 250
Agenda Item #5.
HOLTZ CONSULTING, INC.
By
:
Print Name: Stephen Fowler, P.E.
Title: Vice President
WORK AUTHORIZATION NO.7
VILLAGE OF TEQUESTA
Jeremy Digitally signed by
Y Jeremy Allen
Allen Date: 2023.06.29
09.49:37-04'00'
Date:
3 of 3
Page 35 of 250
Agenda Item #5.
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Page 36 of 250
Agenda Item #5.
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 37 of 250
Agenda Item #5.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA")
by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at
www.w3.org/TR/WCAG/."
Page 38 of 250
Agenda Item #5.
Village of Tequesta
Village Clerk's Office
Agreement Transmittal Form
The Agreement Transmittal form is to be attached to the top of ALL agreements including
agreements that go to Council for approval and agreements you need the manager to sign (under
$75,000).
All documents approved by Council requiring signature(s) should be sent to the Village Clerk's
Office prior to the meeting date. Please be sure to have the signature of the entity you are entering
the agreement with already completed — prior to the Council Meeting and attach "sign here" tabs
where signatures are required.
DEPARTMENT AND STAFF
Building Dept., Lynne Britt
CONTACT:
VENDOR:
Parker-Yannette Design Group, Inc.
COUNCIL APPROVAL DATE:
July 13, 2023
ORDINANCE/RESOLUTION
N/A
NUMBER:
TITLE OF AGREEMENT:
Design services for Tequesta Drive beautification plan.
DOLLAR AMOUNT:
$6,720
AGREEMENT TERM END
Six months from the date of the agreement (i.e.,
DATE (Required to be filled
January 6, 2024).
in):
NUMBER OF DOCUMENTS
One
TO BE SIGNED:
SPECIAL INSTRUCTIONS
N/A
FOR CLERKS'S OFFICE:
Page 39 of 250
Agenda Item #5.
Village
345 Tequesta Drive
Tequesta, FL 33469
of Tequesta
r
561-768-0700
www.tequesta.org
To: Mayor Molly Young and Village Council
From: Lynne Britt, CFM, Building Support Administrator
Date: July 11, 2023
Re: Agreement for landscape architectural services for Tequesta Drive
The Village intends to contract with Parker-Yannette Design Group, Inc. for the project purpose
of improving and beautifying the Tequesta Drive tree canopy (i.e., from US1 to Country Club
Drive).
The landscape architectural design services from Parker-Yannette will include the following:
• Prepare base plans
• Perform site visits to photograph and inventory existing conditions to add to base plans
• Discuss beautification objectives with Village
• Prepare landscape plan, plant list and specifications
• Meet with Village to review and approve plan
Village staff, Doug Chambers and Lynne Britt, will be working with Parker-Yannette Landscape
Architect Steve Parker to completion of the project.
This document may be reproduced upon request in an alternative format by contacting the Village
Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4
Page 40 of 250
Agenda Item #5.
ra 7:1
PARKER @ YANNETTE
design group,inc.
June 30, 2023
Mr. Jeremy Allen
Village Manager, Village of Tequesta
Via email: jallen@tequesta.org
RE: AGREEMENT FOR LANDSCAPE ARCHITECTURAL SERVICES
Dear Mr. Allen:
This proposal is submitted by Parker-Yannette Design Group, Inc. hereinafter referred to as the
"Consultant", to Mr. Jeremy Allen, Village Manager, Village of Tequesta, hereinafter referred to
as the "Client".
THE PROJECT
Landscape architectural design services for Tequesta Drive Beautification Plan,
Tequesta, Florida.
SCOPE OF SERVICES
Consultant's services under this agreement will be as follows:
PART A — Planting Design
• Prepare base plan based on plans provided by client.
• Site visits to photograph and inventory existing conditions. Draft existing conditions onto
base plans.
• Discuss beautification objectives with client.
• Prepare landscape plan, plant list and specifications.
• Meet with client to review and approve plan.
All services will be performed by Consultant consistent with professional standards for
landscape architecture as generally practiced in Palm Beach County, Florida.
LANDSCAPE ARCHITECTURE • PLANNING • GRAPHICS
4425 Military Trail, Suite 202, Jupiter, FL 33458 2 (561) 747-5069 Fax: (561) 747-2041
Page 41 of 250
Agenda Item #5.
Tequesta Drive Beautification Plan
June 30, 2023
Page 2 of 3
FEE SCHEDULE
Consultant will perform the above services at hourly fee rates of Professional: $140.00 per hour:
Part A — Preliminary Planting Design at hourly rates with a not to exceed cap of:
$6,720.00
Consultant's fees will not exceed the above amounts without authorization from the Client.
Major revisions of the work required of Consultant caused by circumstances beyond the control
of Consultant are not included and will be billed at the rate listed under "Additional Work".
Consultant's fees do not include other consultants' fees or filing fees. Consultant's normal
reimbursable expenses will be charged to the Client and itemized on the monthly bill.
Reimbursable expenses include printing and reproduction, photo enlargements, courier
charges, facsimiles, and any other normal direct expenses incurred by Consultant for the
Project.
ADDITIONAL WORK
At the request of the Client, Consultant will provide additional work not listed under Scope of
Services on an hourly basis at the following rates: Professional $140.00/hour.
GENERALTERMS
Fees shall be billed as designated in the Fee Schedule. All balances are due upon receipt. A bill
is past due thirty (30) days from the billing date whereupon interest at 18 % per annum will be
added to the balance due retroactive to the date of billing. At the Consultant's discretion
invoices not paid within thirty (30) days of the billing date may result in cessation of work on the
Project and withholding of plans. Client's obligation to pay Consultant's Fees is not contingent
on development or permit approval by any governmental entity.
Consultant's Fees are subject to re -negotiation if Consultant's services are not completed within
six (6) months from the date of this agreement due to delays beyond the Consultant's control.
At the discretion of the Consultant, the terms of this agreement may be null and void if not
accepted within thirty (30) days of the date hereof. This agreement may be terminated by the
Consultant if, for reasons beyond the Consultant's control, Consultant is prevented from
continuing service for more than one hundred twenty (120) days.
If the Client wishes to terminate Consultant's services, the Client must give ten (10) working
days written notice to the Consultant and shall pay Consultant full compensation based on the
percentage completion of Consultant's services or on a time and materials basis, whichever is
greater, to the date of termination. Consultant may terminate this Agreement upon five (5) days
written notice to Client for failure to pay Consultant's fees and costs when and as due in
accordance with this agreement. Client agrees Consultant may use Consultant's work on the
Project for professional design award competitions. Reproducible copies of Project drawings will
be provided at cost upon the Client's request unless Client is in default under the terms of this
agreement. However, the Client shall not use any of Consultant's Intellectual Property for any
purpose other than completion of landscaping at the Project.
Page 42 of 250
Agenda Item #5.
Tequesta Drive Beautification Plan
June 30, 2023
Page 3of3
All changes or additions to this agreement shall be in writing and executed by all parties hereto.
This agreement is the only agreement between the Consultant and the Client regarding
Consultant's services for the Client and supersedes and replaces any other oral or written
agreement between the Consultant and the Client concerning the subject matter of this
agreement. Any legal action to enforce this agreement must be brought in the state courts for
Palm Beach County, Florida regardless of where the Client may reside or where the Project
may be located.
PURSUANT TO SECTION 558.0035 FLORIDA STATUTES, THE
CONSULTANT'S CORPORATION IS THE RESPONSIBLE
PARTY FOR THE PROFESSIONAL SERVICES IT AGREES TO
PROVIDE UNDER THIS AGREEMENT. NO INDIVIDUAL
PROFESSIONAL EMPLOYEE, AGENT, DIRECTOR, OFFICER
OR PRINCIPAL MAY BE INDIVIDUALLY LIABLE FOR
NEGLIGENCE ARISING OUT OF THIS CONTRACT.
If the terms of this proposal are acceptable, please have an authorized representative of the
Client sign one copy and return it.
Sincerely,
Parker-Yannette Design Group, Inc.
Paul S.
Partner
is II, PLA
Client
Jeremy Allen Digitally signed by Jeremy Allen
By:
Date: 2023.07.06 14:14:38-04'00'
Mr. Jeremy Allen, Village Manager, Village of Tequesta
Date: 6/30/23
Date:
Page 43 of 250
Agenda Item #5.
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 44 of 250
Agenda Item #5.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA")
by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at
www.w3.org/TR/WCAG/."
Page 45 of 250
Agenda Item #5.
Village of Tequesta
Village Clerk's Office
Agreement Transmittal Form
The Agreement Transmittal form is to be attached to the top of ALL agreements including
agreements that go to Council for approval and agreements you need the manager to sign (under
$75,000).
All documents approved by Council requiring signature(s) should be sent to the Village Clerk's
Office prior to the meeting date. Please be sure to have the signature of the entity you are entering
the agreement with already completed — prior to the Council Meeting and attach "sign here" tabs
where signatures are required.
DEPARTMENT AND STAFF
Public Works — Doug Chambers, Janet McCorkle
CONTACT:
VENDOR:
Peninsular Electric Distributors, Inc.
COUNCIL APPROVAL DATE:
August 10, 2023
ORDINANCE/RESOLUTION
NUMBER:
TITLE OF AGREEMENT:
Peninsular Electric Distributors, Inc. Credit Application
DOLLAR AMOUNT:
N/A
AGREEMENT TERM END
9/10/2024
DATE (Required to be filled
in):
NUMBER OF DOCUMENTS
N/A
TO BE SIGNED:
SPECIAL INSTRUCTIONS
FOR CLERKS'S OFFICE:
Page 46 of 250
Agenda Item #5.
Village
345 Tequesta Drive
Tequesta, FL 33469
of Tequesta
Tequesta Public Works Department Memorandum
To: Jeremy Allen, Village Manager
From: Douglas M. Chambers, Director Public Works
Subject: Peninsular Electric Distributors, Inc.
Date: July 18, 2023
561-768-0700
www.tequesta.org
The following agenda item is a standard credit application with Peninsular Electric for the
purchase of electric supplies.
Completing this credit application is not a guarantee of expenditures.
Purchases are made on an as needed basis, based on needs and available funding in each
Department's respective budgets.
Doug Chambers
Director
Department of Public Works
This document may be reproduced upon request in an alternative format by contacting the Village
Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4
Page 47 of 250
Agenda Item #5.
MEMBER PENINSULAR ELECTRIC DISTRIBUTORS, INC. MEMBER
!MARK 1301 OKEECHOBEE ROAD NASD
Group, Inc. WEST PALM BEACH, FLORDIA 33401 FOUNDED 1903
Phone : 561-832-1626 WHOLESALE ONLY
Fax:561-832-7267
CREDIT APPLICATION
The legal name of our business is: Village of Tequesa Tel. ##: 561-768-0700
Type of business operated: Government Fax #!:
Our business is a: ❑ Individual / Proprietorship ❑ • Corporation ❑ Partnership Email: imcorkle@tequesta.org
State Llc. ##: Fed Tax ID #59-6044081 S.S. #t: Tax Exempt ® Yes ❑ No if yes, enclose tax exempt certificate
Physical Address' 345 Tequesta Drive, Tequesta, FL 33469
Mailing Address: 136 Bridge Road, Tequesta, FL 33469
Accounts Payable Contact: Janet McCorkle, 561-768-0482
List Owners, Partners, or Officers with S.S. #E, address, home phone tt, and title / position:
Estimated monthly charges: Purchase order required: ❑ Yes ® No
Monthly Statement Required: ❑ Yes ® No
❑ Invoices ❑ Statements ❑ Faxed or ❑ Emailed to: jmccorkle@tequesta.org
You may request credit lnfbrmation from the following banks and suppliers
BANK ADDRESS ACCOUNT NUMBER
TD Bank 2130 Centre Park West Drive, WPB, FL 33490
CREDIT REFERENCES ACCOUNT NUMBER TELEPHONE/ FAX #
Advantage Bundling 866-286-3546
Terracon Services, Inc. 561-743-1079
In so" this AppUation I (we) advtaiModge Thal I (sve) have read and ft4y uAderstarrs the Starrbnr feints And Coadtrem set f*01 b, U4s 4y&aUurt aril 4VM to be bound by air of the terms slid 00fl IIJ0rt)
Set faith thni t 1(We) hereby reprere l and wWartl that I (rre) am authnlred to enter into Its% Agreement m behalf of the tusbtess. I (cve) also a ee to pay aD IAUQnases svdMn the temms Set. If 0,
obrift UrAtess Is otter than an btd:Mdwd, Us wkfmVl d d7ves to bL ltetmrtally W511mrytte and psy for any purct►za made by such bustness prasuant to tots Apo katkn. if it beromes nebessary to
effect mlleUrts, both I (n!) aad the bustness will pay temnabte itbxney fees and court cost. Interest shag be due and payable at Ute rate equal to Ute lesser I Va 46 per month or the tdowst rate
perrdtttd bir law an the balvtre of eaM pocime that rema5ts unP M. A desgnatlon Of payment is req*ed on )air mvhem real pmperty has tram cn roved. If no albcall n a m3d-Payment WED be
oporld to the oldest tquW botanca. This agreenteot salt WrWn M effect until a new 000tbn is recervef and att*osed by an auUtorlsd manaoat or until revoked in vnittng by cerU.9ad mad of
overnot debvey serrtce, regsdless of any sr hsecreTa chenge in the h 0a1 status of the accamt.
I hereby abthoare ihNRWlar t emu tustributors to outer n WnSrmler credl rlYwd and also utilize the servtas of Ur. Chfttir to ht'11k, venry, my immonai ow-t mfolm attom 11k. taformallon PCnmsrdar uecutc
WstrUmdors obtains Is only to bo used to the dodstwt malung of otctrbng crmn front Pdninsutar ektLrc plstnbuto/S to thts tr4v4uy Of h6 of her company. It is understood that o copy of the form r4 also Serve
as auttwizattant. nla auatodr Jon shall he vaW) for the Ilfe of the atnaunt and Holy be utthre fm any adlmunal (tees of credit that may to ttytxsted. The authurttaUam may be revoked at the dostrug of the acmunt.
Date AU00tt7Ctl YW lwe Digitally signed by Jeremy Allen
Jeremy Allen pate: 2023.06.1411:5534-04'00'
State AS to MSonal gsmrantee. I agree to the atwe tams.
SPWW stµtratUW
Plotted tisane
name
Page 48 of 250
Agenda Item #5.
MEMBER PENINSULAR ELECTRIC DISTRIBUTORS, INC. MEMBER
(MARK 1301 01.D OKEECI10nF.r: ROAD NASD
Group. Inc. WM PALM 111-:40I, FLORIDA 33401 FOUNDED 1803
FAX: S41.832-7267 WHOLESALE ONLY
STANDARD TERMS AND CONDITIONS
1. PARTIES. Buyer ("Buyer") acknowledges, understands and agrees that by executing this Credit Application it shall be bound by the
Standard Terms and Conditions set forth herein and that said Standard Terms and Conditions shall be enforceable against Buyer by
Peninsular Elecbic Distributors, Inc. and all of its divisions, subsidiaries, affiliates, privies, assigns, associated or affiliated companies,
corporations, partnerships, successors, and Insurers ('Seller"). The Credit Application, these Standard Terms and Conditions, each applicable
Seller quotation and Seller order confirmation shall form the sole agreement ("Agreement") under which Buyer shall purchase goods, materials
and services ('Materials") from Seller, and acceptance of any purchase order from Buyer Is hereby made expressly conditional upon Buyer's
acceptance of the terms and conditions contained herein. Any different or additional temrs or conditions contained in Buyees
acceptance of this offer, whether by purchase order or otherwise, are hereby objected to by Seller and shall have no effect
on, and not become part of the terms and conditions of this Agreement Additional temis, changes, and alleged subsequent
agreements shall not be effective unless signed by Seller's authorized representative.
2. APPLICABILITY. This Agreement is made between Buyer and Seller. All the terms and conditions herein are intended to and shall apply
to all purchases by Buyer from any entity included In the definition of "Seller" set forth above.
3. BUYER REPRESENTATIONS. Buyer represents to Seller that, as of this Agreement, it is solvent and that any financial information
provided or attached accurately reflects the present financial condition of Buyer. If at any time Seller deems the financial condition of Buyer as
unsatisfactory, Seller reserves the right to require payment in full in advance or other security satisfactory to Seller. Buyer further warrants
and represents that It has authority to enter this Agreement and that any person signing this Agreement has been duty authorized to execute
this Agreement for and on behalf of Buyer. Each representation and the Information contained in the Credit Application is material and given
to Induce the Seller to provide credit.
4. TECHNICAL ASSISTANCE. In no event shall Seller bear any responsibility for claims arising from technical advice or assistance
provided to Buyer. Advice and assistance provided by Seller is for Buyers guidance only and Buyer agrees to rely soley on its own architects,
engineers or other technical experts.
S. LIMITED WARRANTY AND LIABILITY DISCLAIMER. Seller warrants that the Materials sold under this Agreement meet solely
the description and specifications for the same set forth In the applicable Quotation, If any, and shall be free from defects In material and
workmanship for a period of one (1) year from the date of delivery thereof. No other express warranties are made with respect to said
Materials. Acceptance by Buyer of the Materials shall constitute confirmation by Buyer that the Materials meet the description and
specifications, If any, set forth In such applicable Quotation. The foregoing warranty is subject to standard manufacturing and color variations,
efflorescence, tolerances and classifications. Seller is not responsible for installation or defective conditions caused by Installation. Buyer's
exclusive remedy for breach of this warranty shall be to require Seller at Seller's option, to refund the purchase price for the Materials sold
hereunder, to repair or to provide Buyer with conforming replacements for any nonconforming Materials. Seller shall not be responsible for any
removal or installation costs. THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WRITTEN OR ORAL WARRANTIES OR
CONTRACTUAL AGREEMENTS, WHETHER EXPRESS OR IMPLIED BY LAW OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLILTY OR HABITABILITY. Seller warrants that the use or safe of the Materials will not
Infringe on the dalms of any United States patent covering the Materials, but Seller does not warrant against Infringement by reason of the
use of the Materials In combination with other materials, goods, or manufacturing processes.
6. CLAIMS. Buyer's exclusive procedure for commencing claims under this Agreement against Seller shall be as follows: Notice of claims
against Seiler for breach of warranty or for alleged short delivery of Materials must be given to Seller promptly upon discovery and must be
supported in writing within seven (7) days after discovery to afford Seller an opportunity to investigate such claims promptly and mitigate any
potential damages. Faffure of Buyer to give such notice shall constitute a waiver by Buyer of its right to later make such a claim. No claim shall
be allowed after the Materials purchased hereunder are Incorporated, modified or processed by Buyer in any manner.
7. LIMITATION OF LIABILITY. Seller's liability on any claim for loss or damages arising out of the supplying of any Materials to Buyer,
or their sale, operation or use, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price of
the Materials actually received from Buyer by Seller with regard to which such claim for loss or damage is made. In no event shall Seller be
liable, whether as a result of breach of contract, warranty, tort (including negligence) or other grounds, for special, consequential, Incidental,
liquidate or penal damages including, but not limited to, loss of profits or revenue, loss of use of the Materials or any associated product;, cost
of capital, cost of substitute products, facilities, services, downtime costs, or claims of customers of the Buyer for such damages.
Page 49 of 250
Agenda Item #5.
MEMBER PENINSULAR ELECTRIC DISTRIBUTORS, INC. MEMBER
IMARK t301 OLD OKEECHODEE ROAD NASD
Group, Inc. WEST PALBt BEACH. FI.ORIDA 33401 FOUNDED 1903
PAX: 561-R32-7267 WHOLESALE ONLY
S. INDEMNIFICATION BY BUYER. To the fullest extent permitted by law, Buyer further agrees that, In specific consideration for
receiving the express warranty granted by Seller in paragraph 5 above, it will indemnify and hold harmless Seller from and for any and all
damages, including attorney's fees and costs, incurred by Seller in connection with any claim, demand, liability, or cause of action asserted
against Seller for personal injuries, loss of life, property damages, or economic losses of Buyer or its employees, agents, representatives or
any other person or entity in connection with any statutory, contractual or warranty breach, negligence, strict liability, or other tortious
conduct by Seller.
9. DELIVERY AND INDEMNIFICATION. Seller's responsibility for delivery shall cease FOB shipping point or, if Seiler agrees to deliver
FOB delivery site, at the subside or street or frontage of the address of delivery. If Buyer requires Seller to cross a curb fine or enter upon
private property to make delivery on site, Buyer shall be responsible to provide safe and adequate access and such delivery shall be at the risk
of Buyer. Fallowing delivery, Buyer shall be responsible for compliance with all governmental regulations and ordinances with regard to
disposal, storage or placement of the same and shall indemnify and hold SeEler harmless against all claims for personal injuries, Including
death, and any damage to private or public property arising from the delivery, storage, use, disposal or handling of said Materials. Unless
otherwise specifically agreed, shipments will be made only during normal business hours, but not on Saturdays, Sundays, or holidays
recognized by Seller or labor unions under contract with Seller.
If Buyer Is In default under this Agreement or any of its contracts or obligations with Seller, Seller may, at its sole option and without prejudice
to any of its other remedies: (I) postpone further deliveries or shipments until such default is remedied; or (€i) terminate any obligations under
any contract or obligation and refuse further performance without any (lability to Buyer.
10. DELIVERY SITE CONDITIONS. Seller reserves the right to determine whether the site for delivery requested by Buyer is suitable
for such delivery and Seller may refuse to deliver to a site if Seller is of the opinion that the delivery would be unsuitable or unsafe. Buyer shall
be responsible fur all costs and damages Incurred where, in the sole opinion of Seller, adequate access for delivery cannot be obtained. Where
delivery of products is to an unattended site, Seller will not be liable for any loss or damage to products, property or for unsigned delivery
tickets.
11. DELAYS. If Seller is unable to complete delivery of any part of an order, Buyer shall accept such part of the order as Seller is able to
deliver and Buyer shall pay for the part delivered pro rata at the same rate as the whole of Vie order agreed to be sold and on the same terms
of payment In the event Seller shall be delayed In or prevented from the performance of any act required under this Agreement, or it shall
become commercially unreasonable to perform, by reason of governmental allocations, priorities, restrictions now or hereafter In effect, storm,
flood, fire, earthquake or other Acts of God, war terrorism, riot, Insurrection or other civil disturbance, strikes, lockouts or other labor
disturbances, shortages of materials, labor, raw materials, fuel, power or production facilities, breakdown of equipment, transportation
shortages, changes in market conditions or any other contingencies beyond Seller's reasonable control whether of a similar or dissimilar nature
to the foregoing, Seller shall not be liable to Buyer for any damages incurred by Buyer as a result of any such delay or failure to perform.
12. QUANTITIES. The type and quantity of Materials delivered and detailed on the delivery ticket must be checked by Buyer at the time of
delivery for compliance with Buyer's order. Variations between actual quantities of Materials delivered and those shown on the delivery ticket
must be noted on all copies of the delivery ticket signed by Buyer. Invoice charges will be based on the quantities shown on the delivery
ticket. Any claim for alleged short delivery of Materials must be made In accordance with Section 6 above, otherwise It will be deemed
accepted by Buyer. In the absence of any claim Buyer shall be liable to pay for the full quantity of the Materials listed on the delivery ticket.
13. FEES & COSTS. In connection with any litigation, including appellate proceedings, arising out of this Agreement, the prevailing party
shall be entitled to recover reasonable attor icy's fees and costs.
14. CREDIT, CONDITION PRECEDENT TO SELLER'S OBLIGATION TO PERFORM, PERSONAL GUARANTEE. Any and all
credit terms of payment must be set forth in this Agreement are "Collect on Delivery' (C.O.D.) or "Cash in Advance" (C.i.A.). Buyer agrees
upon request to furnish Seller such additional information (including financial statements) as Is deemed necessary In the opinion of Setter to
determine Buyer's financial condition. Seller's obligation to perform under this Agreement Is subject to the condition precedent that Seller does
not notify Buyer that Sellers Credit Department has disapproved and credit terms of payment specified herein.
15. CREDIT. Should Buyer's account be opened and approved with a credit amount, this amount, as amended from time to time, applies to
the total purchases and can be exceeded at any given time only if approved by Seller's Credit Manager. Buyer acknowledges that Seller is
relying upon the credit worthiness and financial ability of the guarantors, owner, owners of Buyer, and Buyer, guarantors and such owner or
owners shall be jointly and severally liable for all Indebtedness of Buyer to Seller incurred under this Agreement.
Page 50 of 250
Agenda Item #5.
MEMBER PENINSULAR ELECTRIC DISTRIBUTORS, INC. MEMBER
!MARK 0)) OLIJ OKEECHOBEE ROAD NAEO
Group, Inc. W S]- PALM BEACH, FLORIDA 33401 FOUNDED 1903
FAX: 361•832-72l7 WHOLESALE ONLY
16. PAYMENT. Buyer shall make all payments due hereunder In United States currency and in accordance with the terms of this
Agreement, without any right of setoff or retention and without regard to any agreement Buyer may have with other parties. If the delivery Is
to be delayed either at the request of Buyer or through no fault of Seller past the delivery date specified In this Agreement, Buyer shall pay
promptly In full for all Materials sold hereunder. If any payments are not received when due, Seller may, at Its option, assess an additional
charge equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted by law, whichever is less, for each thirty (30)
day period of delay or part thereof to cover Seller's increased costs, or, in the alternative, upon notice to Buyer, cancel the portion of this
Agreement which remains to be performed. If no due date is stated elsewhere in this Agreement, payment of all Invoices is due by the 3e
day of the month following Invoicing. Until Seiler has received full payment for the Materials sold under this Agreement, Buyer shall not
remove nor allow the removal of said Materials from the jobsite to which they were delivered, nor shall Buyer use or allow the use of any such
Materials for any project other than the one for which they were purchased.
17. OFFSET AND/OR SETOFF. Seller may exercise the right of set-off under this Agreement as to any sums owed by Seiler and/or Its
affiliates under any other contract or agreement with Buyer and/or its affiliates.
18. PAST DUE ACCOUNTS. Should Buyer fail to pay when due any amount payable to Seller under the terms of this Agreement or
should Buyer's financial condition become impaired or unsatisfactory to Seller, in the Seller's sole opinion, Seller may, at Its option, make
demand upon Buyer for: (1) Immediate payment of all amount then due and owing to Seiler under this Agreement; (2) payment in advance or
at the time of delivery of all future amounts to become due under this Agreement, and or (3) such other assurances as Seller shall deem
necessary to adequately assure Seller that Buyer will perform its obligations under this Agreement, and If such assurances are not received
from Buyer within a reasonable time not exceeding ten (10) days, Seller may, at its option, deem this Agreement to have been repudiated by
Buyer. Buyer further agrees to pay Seller any and all collection fees, attorneys' fees, and court costs incurred by Seller in collecting any
amounts due under this Agreement.
19. TAXES. In the absence of an exemption or resale certificate acceptable to Seller and to the respective taxing authority, all federal, state
and focal taxes, assessments, fees, duties and charges levied by reason of this Agreement are in addition to the prices quoted In each
applicable Quotation and shall be paid by Buyer.
20. TITLE & RISK OF LOSS. Title and risk of loss to the Materials shall transfer to the Buyer FOB Shipping Point or upnn payment,
whichever occurs earlier, and Buyer hereby grants Seller a first priority security interest in ail such Materials until such time Seller is paid in full
all amounts due under this Agreement. Buyer further agrees to execute any and all documents that may be required for Seller to perfect such
Security Interest.
21. MODIFICATION OF TERMS. No employee or agents of Seller has the authority to make any statement, including restricting or
modifying or otherwise concerning the existence or effect of any of these terms and conditions or of any warranty or guarantee and no such
employee or agent making any such statements shall be acting on behalf of or with the consent or agreement of Seller. These conditions may
only be altered or varied in writing signed by a Seller Credit Manager and no other employee nor any other person has the authority to alter or
vary any or all of these terns and conditions.
22. ASSIGNMENT. Buyer shall not assign this Agreement or any Interest herein without the prior written consent of Seller, and any
attempted assignment, whether by operation of law or otherwise, shall be void without such prior written consent.
23. NOTICE. Any notice required to be sent to Seller shall be in writing and sent by Certified Mail, postage prepaid, to the total Seller office,
with a copy to Seller c/o Peninsular Electric Distributors, P.O. Box 2887, West Palm Beach, Fl. 33402.
24. SEVERABILITY. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be
Invalid, void, or unenforceable, the remainder of the provisions shall remain In full force and effect and shall In no way be affected, impaired,
or Invalidated. The parties agree that each tern and provision of this Agreement shall be construed according to its fair meaning and not
strictly for or against any Party.
25. VENUE AND CHOICE OF LAW. The parties hereto agree that venue for any action brought for the breach of or the enforcement of
this Agreement will lie In Palm Beach County, Florida. This Agreement shall be governed by and shall be construed in accordance with the laws
of the State of Florida, without regard to Its conflicts of law provisions. Any and all actions brought by Buyer under this Agreement shall be
brought within one (1) year of the date of delivery of the Materials with respect to which the action relates. AS A MATERIAL INDUCEMENT TO
SELLER TO ENTER INTO THIS AGREEMENT, BUYER WAIVES THE RIGHT TO TRIAL BY 3URY IN ANY PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT.
Page 51 of 250
Agenda Item #5.
MEMBER PENINSULAR ELECTRIC DISTRIBUTORS, INC. MEMBER
INMARK 1.i01 OLD OKRHCHOREL ROAD NASD
Group. Inc. WEST PALM BFACH, FLOR)DA 3.1401 FOUNDED 1903
FAX: 561•832-7267 WHOLESALE ONLY
26. ENTIRE AGREEMENT. This Agreement sets forth the sole and entire agreement behveen the parties with regard to the subject
matter hereof and supersedes any and all prior or contemporaneous oral or written agreements between the parties regarding the same. No
delivery of any Materials shall be made until Buyer retums a signed copy of this Agreement. Facsimiles, copies or other reproductions of this
Agreement shall have the same effect as an original thereof.
27. WAIVER. Setter may, In its sole discretion, permit Buyer to remedy any default under this Agreement without waiving the default so
remedied or any other subsequent or prior default by Buyer. Buyer waives notice of default of this Agreement and waives presentment,
demand, protest and notice of dishonor as to any instrument.
28. MISCELLANEOUS. Seller may terminate this Agreement, in its sole discretion, without notice to Buyer and for any reason whatsoever.
Buyer consents to Seller sending information to Buyer regarding Seger's products and prices at any time by fax to any fax number provided by
Buyer, other electronic means or otherwise.
Page 52 of 250
Agenda Item #5.
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 53 of 250
Agenda Item #5.
"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 ("W3C"), Web Accessibility Initiative ("WAI"), available at
www.w3.org/TR/WCAG/."
Page 54 of 250
Agenda Item #5.
Village of Tequesta
Village Clerk's Office
Agreement Transmittal Form
The Agreement Transmittal form is to be attached to the top of ALL agreements including
agreements that go to Council for approval and agreements you need the manager to sign (under
$75,000).
All documents approved by Council requiring signature(s) should be sent to the Village Clerk's
Office prior to the meeting date. Please be sure to have the signature of the entity you are entering
the agreement with already completed — prior to the Council Meeting and attach "sign here" tabs
where signatures are required.
DEPARTMENT AND STAFF
Public Works — Doug Chambers, Janet McCorkle
CONTACT:
VENDOR:
Protegis-Summit Fire Safety
COUNCIL APPROVAL DATE:
August 10, 2023
ORDINANCE/RESOLUTION
NUMBER:
TITLE OF AGREEMENT:
Alarm Services Agreement
DOLLAR AMOUNT:
$2,130.00/annual
AGREEMENT TERM END
7/26/2024
DATE (Required to be filled
in):
NUMBER OF DOCUMENTS
N/A
TO BE SIGNED:
SPECIAL INSTRUCTIONS
FOR CLERKS'S OFFICE:
Page 55 of 250
Agenda Item #5.
Village
345 Tequesta Drive
Tequesta, FL 33469
of Tequesta
Tequesta Public Works Department Memorandum
To: Jeremy Allen, Village Manager
From: Douglas M. Chambers, Director Public Works
Subject: Protegis-Summit Fire Safety Agreement
Date: July 18, 2023
561-768-0700
www.tequesta.org
The Village is switching Fire Alarm and Fire Sprinkler services at Village Hall to Protegis -Summit
Fire and Safety.
The following Alarm Agreement is for Annual monitoring, repair, inspection and response
services.
The cost for services is $2,130.00 annually.
Funding for these services is budgeted and available in the Building Repair and Maintenance
account 001-210-546.303.
Doug Chambers
Director
Department of Public Works
This document may be reproduced upon request in an alternative format by contacting the Village
Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4
Page 56 of 250
Agenda Item #5.
V
PF=1OTE=_CBIS,
1501 SE Decker Ave., Ste. 522 Stuart, FL 34994
Phone (772)288.0615 Fax (772) 287-8853
Stare Certified Electrical Controacies Uanse #EF20001864
Alarm Services Agreement
Customer No. _
This Agreement made as of this 9th day of May , 2023 by and between Protegis Fire d Safety, LLC. (herein 'Company) and
Village of Teauesta-Village Hall (herein'Subscribee).
1. Subscriber agrees W purchase and Company agrees to provide monitoring, repair, inspection and/or response services, and/or to sell, install or toause to be Installed the automation,
communications, and/or secnnity system (herein sometmes referred to the 'System') described in the Recurring Services to be Provided and/or Schedule of Equipment Sectors Set forth
balmy (a in a separately attached Schedule of Equipment) at the promises of Subscriber located at
USTeauestaDrive, Teauesta FL3W9 (herein
the'Prendses'1.
TYPE OF
❑ DIRECT SALE ❑ EQUIPMENT ONLY SRECURRING SERVICE S MONITORING
F
TRANSACTION
ONLY
TYPE OF
S SUBSCRIBER OWNED ❑ BURGLAR ALARM ❑ CCTV S OTHER Fire Sprinkler_
SYSTEM pl)i)(Chad all
that appy)
❑ COMPANY OWNED ® FIRE ALARM
❑ ACCESS CONTROL
S CENTRAL STATION MONITORING
S INSPECTIONS —FREQUENCY ( S REPAIR AND SERVICE ADDITIONAL)
RECURRING
❑ OPENING I CLOSING
❑ MONTHLY S QUARTERLY ❑ SEMI-ANNUAL S ANNUAL
SERVICES TO BE
❑ SYSTEM REPAIR AND SERVICE
® COMMUNICATOR TEST— FREQUENCY Daily
PROVIDED
❑ RUNNER RESPONSE
❑ CELLULAR BACKUP
(Check all that apply)
❑ TWO WAY RADIO BACKUP
❑ OTHER
2. tit is understood and agreed by and between the parties that Comparry is not the insurer, nor is the Agreement intended to bean insurance policy or a substitute for an insurance
policy. insurance, if any, wd be obtained by the Subscriber. Charges are based solely upon the value of the System ardor the services provided and are unrelated In the value of the
Subscribers property or the property of others bated in Subscribers premises. The amounts payable by the Subscriber are not sufficient to warrant Company assuming any risk of
consequential, collateral, incidental or other damages to the Subscriber due to the System, its installation or the use thereof, or any deficiency, defect or inadequacy of the System or
services a due to the Cempaoys negligence or failure to perform. except as specifically provided for in this Agreement. Subscriber does not desire this Agreement to provide for the fiabTly
of Company, and Subscriber agrees that Company shall not be liable for loss or damage due directly or Indirectly to any occurrences or consequences therefrom which the System or
service is designed to dated or avert. From the nature of the System provided hereunder or the services to be performed, a is impractical and extremely ddCkalt to fur the actual damages,
a arty. which may proximately result from the active our passive negligence of. or a Failure on the pan of. Company to perform any of its ob5gatios hereunder, or the failure of the System to
property operate. It Company should be round liable for tuss or damage due to a fadure on the pan of Company or the System or services, in any respect, such liability shall be limited.
solely with regard to any RECURRING SERVICE transaction. to an amount equal to fily percent of one years retuning service charge or the amount of $1.000.00, whichever is less, or,
solely with respect to a DIRECT SALE transaction. to an amount equal to the purchase price of the equipment vdth respect to which the claim is made, and regardless of the type of
transaction, the aforesaid liability shall be exclusive. The provisions of this paragraph shall apply in the event loss or damage, irrespective of cause or origin, results directly or indirectly to
person or property from the performance or non-performance of the obligations set fanh by to terms of this Agreement or from the active or passive negligence of Company. its agent or
employees. In the event that Subscriber desires Company to assume greater liability under this Agreement, a choice is hereby given of ablaining full or Waited liability by paying an additional
amount in proportion to the amount of liability Company will assume. If this option is chosen, an additional rider shall be attached to this Agreement setting forth the additional liability of
Company and the additional charge.
3. If this Agreement is a RECURRING SERVICE transaction, than this Agreement shall begin on the later of the data of completion of installation or the date of commencement of
Recurring Services, and shalt continue for a period of three years after the first day of the month next following said date. This Agreement shall renew automatically for successive periods
equivalent in time to the original tern thereafter unless either party gives the other party written notice of termination not later than the 30` day before the last day of to then existing tens.
4. Subscriber agrees to pay Company the sale andlor installation charges indicated below by paying an amount equal to the deposit indicated below at the fte ofsigning this Agreement
and by paying the amount of the BALANCE DUE upon completion of to installation. Further, the Subscriber agrees to pay to Company the total of the
TOTAL $ RECURRING SERVICE CHARGE indicated below, quanedy in advance dudng the tens of this Agreement and any automatic renewals thereof. In adn5tion, in the event o1
termination by the Subscriber prior to the end of the tern of the Agreement the agreed upon damage payments set forth in section 7 hereof, which may be substantial, will became
imrmediately due and payable.
5. The Company does rot represent or warrant that the System may not be compromised or circumvented, that to System or services vnll prevent any loss by burglary, holdup, fire or
otherwise, or that the System or services vat in all cases provide the protection for which it is Instated or Intended. Subscriber assumes all risk of loss or damage to Subscribers premises
or to its contents, whether belonging to Subscribe r or others: and has net relied on any representations and warranties, express or implied, except as specifically set forth In this Agreement
Further, there is expressly excluded from this Agreement the warranties of merchantability or fitness for a particular purpose.
RECURRING SERVICE CHARGE EMERGENCY SERVICE RATES
QUARTERLY INSPECTION CHARGE
QUARTERLY MONITORING CHARGE
TOTAL QUARTERLY CHARGE
$ 262.50
411651HR AT MINIMUM OF 3 HOURS
ft�F�r�
$ 397.50 COMMUNICATION TYPE
SSole Path Cell Communicator-345/month
❑Phone Lines-$30/month
THE TERMS AND CONDITIONS CONTAINED ON THE REVERSE SIDE OF THIS AGREEMENT ARE INCORPORATED HEREIN, AND, BY REFERENCE, MADE A PART HEREOF. SUBSCRIBER
ACKNOWLEDGES RECEWNG A COPY OF THIS AGREEMENT AND HAVING READ AHD UNDERSTOOD ALL OF SUCH TERMS AND CONDmONS. INCLUDING, WITHOUT LIMITATION. SECTIONS Z. S.
6, 7, It AND 13. WHICH LWIT THE WARRANTIES, UABIUMES AND OBLIGATIONS OF COMPANY. ASIGNED FAXED COPY OF THIS AGREEMENT SHALL BE CONSIDERED AS AN ORIGINALI
601OING AGREEMENT. ))
Protegis Fire & Safety, LLC.
suaaaiber
By Dylan Massing By
r -S Rai=i0 nab" Dhyluly 09-d by hremy All -
Approved Jeremy Allen oau:20210607133431aroa
7 as Due
THIS AGREEMENT SHALL NOT BE BINDING UPON THE COMPANY UNLESS APPROVED IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF COMPANY, IN THE EVENT
SUCH APPROVAL IS NOT OBTAINED, THE SOLE LIABILITY OF COMPANY SHALL BE TO REFUND TO SUBSCRIBER ANY AMOUNT THAT HAS BEEN PAID TO COMPANY BY
SUBSCRIBER UPON SIGNING THIS AGREEEMENT.
Page 57 of 250
Ag
da Item #5.
Prior to the inception of any litigation related to the services contemplated in this agreement the parties agree th submit to mediation before a mutually agreeable mediator. The mediation shall be held In Martin County, Florida and the parties
will share the cost. Venue for any litigation related to this agreement shall Ile solely in Martin County, Florida. The prevailing party in any litigation shall be entitled to recover reasonable attorney's fees.
b) In the event any person note partyis, this Agreement shall make any claim or file any lawsuit against Company for any reason relating to the System w Company's duties and obligations pursuant to this Agreement, including, but not limited
fa, the design, installation, repair, monitoring, inspection, operation, or non -operation of the System, Subscriber agrees to indemnify, defend and hold Company harmless from any and all claims and lawsuits, inducing the payment of all damages,
expenses, costs and attorneys' fees, whether these claims and lawsuits are based upon active or passive negligence, indemnification, mntaestan or strict or product liability on the part of Company, its agents or employees, excepl m the extent such
claim or lawsuit occurs while an employee or agent of Company is on the Premises and which losses, damages, expenses and liability are solely and directly caused by the acts of said employee or agent $100 of this Agreement is allocated as
be sidedi for these terms.
7. a) The happening of any one or mare of the following shall be Events of Default under this Agreement 1) failure by Subscriber to pay any amount within 10 days after the same is due and payable; 2) failure by Subscriber To reserve, keep or
perform any agreement required by it herein;3) abuse to the System; 4) dissolution, terminated of existence, dismnbnuarm of the business, insolvency or business failure of Subscnber;5) initiation ofany bankruptcy, reorganization, assignment for
the benefit of creditors, or like proceeding by or against Subscriber; or 6) excessive false alarms caused by the Subscnber. Any of the above items listed oenslitule immediate termination of contract.
b) Upon the occurrence of an Event of Default, then starry time thereafter Company may pursue am or more of the following remedies: 1) by where noted to Subscriber, declare the balance of all unpaid amounts due and to became due under
this Agreement to be immediately due and payable, provided that all past due amounts shall bear internist the rate of 1 h% per month 18%per year) or the maximum rate permitted by law from the first occurring Eventof Default; 2) receive immediate
possession of Company -awned portion of the System and for such purpose enter the Premises and remove said carbon of the System. Subscriber hereby waives any further right Company -owned poison of the System or any claims resulting from
said repossession, including any claim for restoration of the Premises to its formor condition; 3) proceed at law or in equity to enforce performance by Subscriber of the previsions of this Agreement, or to recover damages for the breach of this
Agreement; 4) (if applicable) discontinue the furnishing of recurring services, including, without limitation, disabling any communication software, hardware and/or fimrware contained within the System from the Monitoring Facility (as hereinafter
defned), and terminate this Agreement by written notice to Subscriber; 5) recover any other mats Company is required to boa r in respect to the System and/or services provided under this Agreement, and 6) recover all expenses, including court
costs, collection expenses, reasonable fees of attomeys to whom this Agreement is referred for collection, reasonable costs of removal of Company -owned potion of the System, and any other reasonable costs paid or incurred by Company in
enforcing or attempting to enforce the terms and mind of this Agreement. Furlheanore, if there are any other agreements in effect between Company and Subscriber, then Company, at its option, may deem Subscriber's default under any one
such agreement to be a default under any or all the agreements, and Company shall be entitled to exercise any or all of its remedies upon default with rasped to any or all of such agreements:
c) The above remedies are cumulative and exercise of one does not preclude the exercise of another.
d) If monitoring services are provided, and if the monitoring service is deactivated because of Subscrbers past doe balance, and if Subscriber desires be have the servim reactivated, Subscriber agrees to pay to Company in advance its
prevailing activation charge.
8. Subscriber hereby authorizes and empowers Company, its employees and agents, 9 required by this Agreement, to: a) install the System and to perform any necessary services as required to be performed by company hereunder. Subscriber
acknowledges that the wiring to be con in installing the System shall be exposed wiring as permitted by the National Electrical Code applicable edition , unless the Schedule of Equipment provides that the wiring is Is be run in condo or otherwise
unexposed; and b) enter the Premises in the event of an emergency occurting during periods of Subsccidels apparent or actual absence for the purpose of making emergency repairs to the System, but only d Subscriber has furnished Company with
a key to the Premises. Company assumes no liability for any delay, however mused, in the installation tithe system or for interruption of Recurring Services, due to strikes, fires, power failures, interruptions or unavailaefily of telephone ear, de, acts
of God, or any other cause beyond the control of Company. It is further agreed that all requirements imposed by any centtyin g thid parry shall be fully adhered to, including 24 hour access for required reset, investigation, or maintenance,
and any future expansions, alterations, sectors, or changes shall require prier approval of Protegis Fire 8 Safety, L.I.C. so required adjustments to the original Central Station Certificate may be completed.
9. Subscriber shall secure. at its own cast and expense, whatever permission, pen its or licenses that may be necessary from the required authorities (including utility companies) for installation, monitoring and/or repair of the System. Subscriber
shall pay or reimburse Company for all taxes, fees earlier charges, including salesluse tax, personal property tax, license and permit fees imposed by any governmental authority relating to the services provided.
10. Company shall have the right to submetmctany of the services which it may be obligated to perform. This Agreement and its benefits are not assignable by Subscriber except upon the prior written consent of Company. Subscriber acknowledges
that this Agreement, and particularly these paragraphs relating to the Companys maximum liability, and third -parry, indemnification, inure to the benefit of, and are applicable to any assignees or subcontractors of Company, and/or the Monitoring
Facility. Cerofimted and
shall only be serviced, tested, and maintained by Protegis Fire 8 Safety, L.I.C. or itsdesignated sub coneacters, Subscriber acknowledges this Agreement, and particularly those paragraphs relating to Company's maximum
liability, and third part indemnification, inure to the benefit of, and are applicable to any assignees or subcontractors of Company, antllor the Monfiering Facility.
11. This writing (tog
with any individually signed separate Schedules of Equipment and/or Riders) pertaining to this Agreement) is intended by the parties as the final expression of their agreement with respect to the subject matter contained
herein and war as the complete and final statement of the forms of such agreement, notwithstanding any prior, contemporaneous or subsequent written or oral agreement relating fa said subject matter. If there is any conflict between this Agreement
and Subscribers purchase order, or any other decumentor any oral agreements, this Agreement will govern, whether such purchase order or other document or oml agreement is issued prior to, contemporaneous with ar subsequent to this Agreement
and whether such purchase order of other comment or oral agreement contains any language to the contrary. This Agreement supersedes all prior agreements far the same service at the same location. There is no course of dealing or usage of the
trade that would supplement or conflict with this Agreement's terms. This Agreement may only be amended Ia a writing signed by both parties. No waiver of any of the terms and conditions contained herein shall be effective unless such waiver is in
writing and signed by an authorized representative of the party waiving such condition. In the event any of the terms and conditions of his Agreement are declared Invalid or inoperative. all of file remaining terms and conditions shall remain in ell force
and effect. If Subscriber desires Company to provide any additional service other than as set forth herein, then any such additional services shall only be furnished pursuant to a separate agreement. Both parties hereby agree that no suit or action
that relates in any way to this Agreement (whether based upon contract, negligence or otherwise) shall be brought against the other room than one (1) year after the accrual of the cause of action therefor, In addition. where permitted by law, both
parties hereby waive any rights to a jury that in anyjudidal action brought by either parry which relates in any way to this Agreement (whether based upon motrect, negligence or otherwise). This Agreement shall be governed by the laws of the Stale
of Florida.
TERMS AND CONDITIONS APPLYING ONLY TO DIRECT SALE TRANSACTIONS
12. Until payment in full is made by Subscriber for the System, bte to the System shall remain in the Company. In the event that Subscriber shall fail to pay Company for the System as herein provided, then the Company shall have the right to
exercise any and all legal and equitable remedies arising from such non-payment Notwithstanding anything to the contrary, contained h min, Company retains ownership to all communication software, hardware and/or firmware contained in the
System, Unless otherwise noted, this Agreement shall be considered a Lump Sum Contract
13. a) The System cold hereunder is warranted pursuant to the following LIMITED WARRANTY: the System is warranted to be he from defects in workmanship for a period of thirty (30) days from the date of winpletion of the installation. No
System, or any pa Ms thereof, may be returned without the express prior wrigen approval of the Company after a determination by the Company that such System, or any pans thereof, is or are defective because of poor workmanship or defective
materials. Company shall replace or repair at its sole option such defective System a any parts thereof at its own expense, except that Subscriber shall pay all shipping, insurance and similar charges incurred in connection with the replacement of the
defective System or any parts thereof. This Warranty does not include batteries In any devices. This Warranty is void in case of abuse, misuse, abnormal use, repair by unauthorized persons, a'rffor any reason, Company determines that such System
or any parts thereof is or are not operating property as a result of causes other than poorwarkmanship or defective materials.
b) If installation is provided for hereunder, then Company warrants that the installation of the System is free from defects in workmanship for a period of ninety (90) days from the date of mmpktion of the installation. In the event of any defect
in such workmanship, Company shall correct such defects without charge to the Subscriber only during such ninety (90) day period,
THE AFORESAID WARRANTIES ARE EXPRESSLY MADE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, IT BEING UNDERSTOOD THAT ALL SUCH OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED. IN NO EVENT SHALL THE COMPANY BE LIABLE TO SUBSCRIBER FOR ANY DIRECT, COLLATERAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SUBSCRIBER'S USE OF THE SYSTEM, OR FOR ANY OTHER CAUSE WHATSOEVER RELATING TO THE SYSTEM. ALL IMPLIED WARRANTIES ARE LIMITED
IN DURATION TO THE NINETY (90) DAY TERM OF THIS EXPRESS WARRANTY AND COMPANY HAS GIVEN SUBSCRIBER NO OTHER WARRANTY.
Some slates do not allow limitations an how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, so the above limitation orexcluslon may Trot apply. This warranty gives the Subscriber specific legal rights,
and the Subscnber may also have other rights which vary from state to state.
TERMS AND CONDITIONS APPLYING ONLY TO RECURRING SERVICE TRANSACTIONS
14. This Agreement maybe terminated at any time by Company d, for any reason, its rights and privileges necessary to install and maintain the signal -receiving equipment In the Monitoring Facility are terminated; the Monitoring Facility or the authairy
having p nsd,dxw direct that such System or signallreceiving equipment be removed or replaced; or the connection is denied the Company or the Subscriber by any other party.
15. Company shall have the right to increase the recurring service charge provided herein, upon written notice to Subscriber, at any time or Imes after the date service is inbially operative under this Agreement. Subscnber agrees to notify Company
of any objection to such increase in writing within 20 days after tie date of the notion of increase, failing which it shall be conclusively presumed that Subscriber has agreed to such Increase. In the event Subscriber objects to such increase, Company
may elect at its option, to (i) continue this Agreement under the terms and conditions in effect immediately prior to such increase. without notice to Subscriber, or (ii) terminate the Agreement upon 15 days advance written notice to Subscriber.
16. Subscriber agrees: (a) to furnish to Company, in writing, and on a continuing basis, a list of the names, titles and telephone numbers ofpawns to be notified upon receipt of a signal; (b) that the System is designed to provide coverage based
upon the layout of the Premises at the time of installation, and that any chambers, remodeling or any stack, fixture or structural changes, or other similar changes may affect the operation of the Systemic) cot to tamper with, damage, or misuse said
System and to indemnity Company for the cost of repair of replacement as a result o1 any such damage to, or the Ions of, or misuse of the Company -owned portions of the System: (d) to repair, service andlor to assure the operation of any other
property, system or device alSubscriear, or of others to which the System maybe attached or connected; (a) to provide necessary electrical power at lowton(s) on the Premises as required by Company through Subscribers meter and at Subscriber's
expense; (f) to test and set the System, understanding particularly that the sensitivity and area coverage of space protection devices maychange, that Company is unable to detect such changes unless the Subscriber nettles Company and accordingly
Mat walk tests" in the area or areas of such coverage are necessary to insure that adequate sensitivity is maintained; (g) to turn off or remove all things which may interfere with the effectiveness of the System's space Rwdon componen6; (h) fa
refrain from causing false alarms, and to pay, or reimburse Company for payment diary, fine, penalty, or fee paid by Company or assessed against company by any governmental a municipal agency;(!) to nobly Company promptly upon discovery of
a need for service to the System; and Q) that all alarm valves, gale valves, tanks, pumps, compressors, inspector test connections, or other elements of any sprinkler system, now or hereinafter installed, are orwlil be corrected at Subscrileees expense
so as to be acceptable to the Insurance carrier, fire rating bureau as agency or other authorities having jurisdiction when equipped with the Company's signaling devices.
17. The Company assumes no liability for interruption of monitoring, repair andla any other recurring service due to strikes, riots, fires, foods, lightning, earthquakes, power failures, interruption a unavailability of telephone service, acts of Cod, or
for any other cause beyond the control of the Company and the Company will not be required to supply services to Subscriber while such Intemucten may continue. Replacement of the System necessitated by any such event will be at Subscribers
expense. This Agreement may be suspended or terminated at the option of Company, if the Premises, the System or any part thereof, or the signal -receiving equipment within the Monitoring Facility, is destroyed by fire, lightning or other calasbophs,
or so substantially damaged that it is Impmetical to continue service, or in the event the Company or the Monitoring Facility is unable to render service as a result of any action by any governmental authority. Upon such sus pension or termination, an
equitable refund of the service charge paid, but not yet earned, shall be made. If, in the opinion of Company, connection of the System to the signal -receiving equipment adversely effects the signal -receiving equipment, this Agreement may be
terminated thirty (30) days following writer words to Subscriber. Similarly, at the option of the Subscriber, this Agreement may be suspended or canceled upon written nonce in the event that the Premises are destroyed by fire or other catastrophe,
Provided that such notice Is given within ten (10)days ofsuch event. In either such event any advance payments made by S ubscriher to Company for service which would have been rendered during such suspension or subsequent to such commission
shall be refunded to Subscriber.
18, IF MONITORING SERVICE FURNISHED,THEN, In the event the System transmits signals to the Company's central station or any other monitoring letters (herein collectively referred to as the 'Monitoring Facility) Company, or its designm,
agrees to monitor such signals. If the signals transmitted from the Premises wil I be monitored in police. fire, or municipal departments, the Company, or its designee, agrees to provide and maintain, or muse to be provided and mai ntained. a mmole
monitoring family consisting ofsgnal-receiving equipment at such Monitoring Facility,
19. RECEIPT OF SIGNALS: RESPONSE TO ALARMS'.
a) MONITORING FACILITIES: The Company, or its designees, shall do the following.
i) Upon receipt of a manual, automate detector, water6ow or other suppression system fire alarm, immediately retransmit to the emergency communication writer, and the location designated by the Subscriber and noty Subscriber, or its
designated representative, by wiling the telephone number supplied to the Company in writing by Subscriber. Additionally Certificated systems require a Runner dispatch to reset investigate, or repair the fire alarm system.
ii) Upon receipt of any types of alarm signals other than as set forth in subsection (i) above, the Monitorng Facility shall make every reasonable effort to notfy the appropriate police or fire department or other pamns or entities, designated
by Subscriber in writing to Company, unless there is reasonable muse to assume that an emergency condition does not exist. The Monitoring Facility reserves the right to verify all alarm signals by telephone or otherwise before notifying emergency
personnel and may discontinue any particular response service due to governmental or insurance requirements by giving nollw in writing to Subscriber.
b) NON -COMPANY MONITORING FACILITIES: Subscriber acknowledges that ifthe, signals transmitted from the Premises will be monitored in any Monitoring Facility not operated by the Company, that personnel in such Monitoring Facilities
are Trot the agents of the Company, nor does the Company assume any responsibility for the manner in which such signals are monitored, or the response to such signal.
c) TELEPHONE LINE: Subscriber acknowledges that if a digital communicator is utlized for the purposes of transmitting alarm signals tram the Premises to the signal -receiving equipment, the signals from the System are transmifted over
Subscribers regular telephone servim fa the signakremil equipment, and in the event Subscribers telephone service is out of order, disconnected, placed on vacation or otherwise interrupted, signals from the System will not be received by the
signal-bodewing equipment during such interruption in telephone servim and the interruption will not be known to Company or the Monitoring Facility. Subscriber further acknowledges and agrees that signals am trensmitted over telephone company
lines which are wholly beyond the mmhol and jurisdiction of the Company and are maintained and serviced by the appldeals telephone or utility company. Subscriber further acknowledges being advised that a dgital System should be connected to
an RJ31X or equ-font lack which seizes the telephone lines and prevents other calls Tom being made while System is activated, and therefore, the Subscriber may wish to Install the servim on a secondary telephone fine.
d) FALSE OR NUISANCE ALARMS: N Company or a governmental authority dispatches an agent to respond to a False or Nuisanm alarm originating from the Premises, where Subscriber intentionally, accidentally or negligently has activated
the ale he signal, or if Company makes any repair mil mused by the inadvertence or negligence of Subscriber, Subscriber shal I, in addition to being responsible for any and all fees order fines assessed by the appropriate governmental authority with
respect to such false alarms, pay to Company the charges for a servile bell at Its then existing rates.
e) IF RUNNER RESPONSE SERVICE Is fowished, Subscriber hereby authorizes and directs Company or Its designee, as its agent, to detain and muse the arrest of every person found In and about the Premises without authonzation and to
hold every such person until released by an authorized repreeenla dive of Subscriber or delivered into police custody: in all such uses the Subscriber agrees to indemnify and hold Company and/or its designee, and/or their respective employees and
Its agents, harmless from and against all liability, cost, damage or expense (including reasonable ettomey 5 fees) in consequence of such angst artier detention.
20. Subscriber agrees that all Company -owned equipment installed to monitor or supervise the Systems) shall at all terms remain the sole property of the Company. Subsaiberwill not encumber or dispose of mid equipment or permit the equipment
to be taken from the Premises or tampered with. In the event of loss or damage to the System or any pad thereof, whether during installation or thereafter, Subscriber agrees to pay Company the reasonable value thereof or the cast of repairs thereto
as determined by Company. Subscriber agrees that the installation of the System does not constitute the System as a fixtum.
21. IF REPAIR AND(OR INSPECTION SERVICES are to be lurnished pursuant to Section 1 hereof, Subscriber authorizes and empowers Company to repair, Inspect, test and service the System between the hours of 830 a. on. and 4.30 p.m. on
Monday through Friday excluding National and State holidays. Service requested or required outside the above hours may be performed at Company's discretion or per Code, at its then prevailing rates. These services are dessalbad as follows:
a) INSPECTION SERVICE, The Company will arrange with Subscriber to inspect, test and make necessary minor adjustments to all control equipment and component parts. All control stations, detectors and contacts will be tested and/or
lubricated. Inspaction includes replacement of any dry cell stand-by power supplies used in the System. Rechargeable batteries are not Included and will be charged for separately, when testing shall show their replacement to be necessary. The cost
of parrs, and the labor to install mid pars, other than dry call bananas, is not included in this service.
b) REPAIR AND SERVICE: All repairs shall be at Subscribers expense, including, but not limited to, replacement of batleries, to reset accidentally triggered equipment, for the reconnection or modification of, or extraordinary repairs to, the
System, including, without limitation, repairs to the System due to changes in the Premises, additions to or changes in the System, and repairs of damages mused by parties other than the Company ('Extraordinary Repair'). Subscriber shall not permit
anyone other than Company to repair the System. If the System is wholly -owned by Company, Company shall make reasonable efforts to: (a) make all ordinary repairs to the System due to normal wear and tear, the expense of which shall be home
by the Company, and (b) make all Extraordinary Repairs, the expense of all such Extraordinary Repairs shall be the responsibility of Subscriber. �..L�pmr n� 22. IF TIME AND MATERIAL SERVICE (which are services not provided for pursuant to Section 1) are furnished, upon request, repairs, inspections and tests shall be made at Subscribers expense at Company's then pa ate OT J� shall be for a minimum alone hour for each visit to the Premises. Emergency services will be rendered at a cost of $165 per hour at a minimum of 3 hours.
Agenda Item #5.
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 59 of 250
Agenda Item #5.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA")
by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at
www.w3.org/TR/WCAG/."
Page 60 of 250
Agenda Item #5.
Village of Tequesta
Village Clerk's Office
Agreement Transmittal Form
The Agreement Transmittal form is to be attached to the top of ALL agreements including
agreements that go to Council for approval and agreements you need the manager to sign (under
$75,000).
All documents approved by Council requiring signature(s) should be sent to the Village Clerk's
Office prior to the meeting date. Please be sure to have the signature of the entity you are entering
the agreement with already completed — prior to the Council Meeting and attach "sign here" tabs
where signatures are required.
DEPARTMENT AND STAFF
Public Works — Doug Chambers, Janet McCorkle
CONTACT:
VENDOR:
Summit Fire & Security
COUNCIL APPROVAL DATE:
August 10, 2023
ORDINANCE/RESOLUTION
NUMBER:
TITLE OF AGREEMENT:
Agreement to Install a Wireless Fire Alarm
Communicator
DOLLAR AMOUNT:
$650.00
AGREEMENT TERM END
6/7/2024
DATE (Required to be filled
in):
NUMBER OF DOCUMENTS
N/A
TO BE SIGNED:
SPECIAL INSTRUCTIONS
FOR CLERKS'S OFFICE:
Page 61 of 250
Agenda Item #5.
Village
345 Tequesta Drive
Tequesta, FL 33469
of Tequesta
Tequesta Public Works Department Memorandum
To: Jeremy Allen, Village Manager
From: Douglas M. Chambers, Director Public Works
Subject: Summit Fire and Security Wireless Communicator Agreement
Date: July 18, 2023
561-768-0700
www.tequesta.org
The Village is switching Fire Alarm and Fire Sprinkler services at Village Hall to Summit Fire and
Security. The following agreement is for the installation of a wireless fire alarm communicator
for 24 hour fire alarm monitoring.
The cost for this service is $650.00.
Funding for these services is budgeted and available in the Building Repair and Maintenance
account 001-210-546.303.
Doug Chambers
Director
Department of Public Works
This document may be reproduced upon request in an alternative format by contacting the Village
Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4
Page 62 of 250
Agendal
SUMMIT
FIRE & SECURITY
Date: June 26, 2023
Proposal#: 0151768
Village Of Tequesta Village Hall-Service-6/5/2023
To: Village Of Tequesta Village Hall Service
345 Tequesta Drive Location:
Jupiter, FL 33469-3062
Tel:
SFS
1501Southeast Decker Avenue
Unit 522
Stuart, FL 34994
Tel: (772) 288-0615
Email: dmassing@summitfiresecurity.com
Village Of Tequesta Village Hall
345 Tequesta Drive
Tequesta, FL 33469-3062
Tel:
SCOPE OVERVIEW: Installation of wireless fire alarm communicator
SERVICE PROPOSAL
AGREEMENT proposed this date, between SFS ("Summit") and Village Of Tequesta Village Hall ("Customer"). This Proposal shall become
a binding agreement of Summit and Customer upon its execution by both parties.
Item Quantity Unit Price Ext Amount
Wireless Communicator 1 $650.00 $650.00
Subtotal: S650.00
Scope of Work
We include all material and labor to perform the above work.
Unless otherwise noted, all work will be performed between the hours of 7:00 AM and 4:00 PM, Monday through Friday.
Payment is due upon receipt of invoice.
Exclusions
Painting of any kind.
Access panels or Patching of drywall, concrete, or any type of materials if holes are required to be cut to complete the scope of work.
Component or pipe failures on any part of the existing sprinkler system. Any and all failures will be considered pre-existing conditions. -
Only components or pipe installed under the scope of work will be covered by Mfg. warranty.
Electrical wiring of any type 120V or higher.
Summit is not responsible for microbiological induced corrosion that may be introduced into the fire protection system through the water
supply.
Fire pumps or water storage tanks.
Fire watch costs or services of any kind.
The customer is responsible for proper insulation and/or freeze protection of the fire protection system. The customer acknowledges
any dry sprinkler system has the potential to freeze. The customer accepts all liability if the dry sprinkler system freezes at any time after
installation. Summit will not be responsible for any freeze damage that may occur from the replacement of existing dry type heads.
Summit's policy is to install dry heads with a minimum length of 12 inches or the minimum length, if greater than 12 inches, required by
the manufacturer's guidelines. Summit may replace dry heads like for like if specifically requested by the customer.
Insulation or heat tracing. Owner to maintain all wet systems at a min. of 40 degrees Fahrenheit.
Relocation of existing mains and/or branch lines.
Design, Permits and Hydraulic calculations unless specified in the scope of work.
Village Of Tequesta Village Hall-Service-6/5/2023
Page 1
June 26, 2023
Page 63 of 250
Agenda Item #5.
Any work not listed in the scope of work of this proposal. Any additional work if needed will be proposed and approved before
commencement.
Underground work of any kind.
Standard Terms and Conditions
These Terms and Conditions are attached to and made a part of the Summit Fire & Security ("Summit") Work Order together form the
agreement between the parties (the "Contract"). As used in these Terms and Conditions, "Summit," "Customer," "Work," and "Contract
Price" shall have the same meaning throughout the Contract.
1. Acceptance. Acceptance by Summit of Customer's order is expressly conditioned upon Customer's agreement to all of the terms and
conditions set forth herein and any inconsistent or additional terms contained in the Customer's purchase order, purchase contract
or other document are hereby rejected unless expressly accepted in writing by the Company within ten (10) days after its receipt of
such order, contract or document. The terms, conditions, specifications, and quantities as stated in the Company's quotation shall
not be modified except as provided herein.
2. Payment. Customer agrees to pay the Contract Price for the Work as and when required in the Contract. If Customer fails to pay the
Contract Price, or any installment thereof, within ten (10) days after the date the same is due and payable, Customer shall
automatically be assessed and shall pay a late charge equivalent to three percent (3%) of the amount of such late payment, together
with interest on such late payment at the lower of the maximum rate allowed by applicable law or the rate of eighteen percent (18%)
per annum. Summit expressly reserves all mechanics lien rights under applicable law and may take such other legal action as needed
to perfect such rights and collect amounts owed it.
3. Changes. Except for substitutions, as described below in this paragraph, any alteration or modification to the Work must be
documented and approved by Summit and Customer by a written change order signed by Summit and Customer. Summit reserves
the right to require Customer to pay for all change order items (labor, equipment, and any other materials) at the time of signing the
change order. In the event of discontinuations, changes, or the unavailability of specific equipment or materials described in the
Specifications, Summit will have the right to substitute equipment and materials with substantially similar quality and features;
provided, however, that if the replacement items are more expensive, then Summit shall notify Customer and Customer may elect
whether to pay the additional expense (as an increase to the Contract Price) or to modify the Proposal to include less expensive items,
if available, that would not increase the Contract Price.
4. Limited Warranty. All materials and labor supplied by Summit will be warrantied for one (1) year from the date of completion of the
Work. Upon request, Summit will supply a signed warranty letter to Customer, which states the completion date of the Work and the
warranty termination date. Certain equipment may include manufacturer's warranties. Summit provides no additional warranty on
such equipment. Customer shall have the right to seek enforcement of any such manufacturer's warranty. Summit shall have no
obligation to seek enforcement of any such manufacturer's warranty against the manufacturer. Any labor or other services requested
by Customer of Summit in connection with Summit warranty after the one (1) year warranty termination date shall be paid by
Customer to Summit based on Summit standard fees and charges at the time. Summit Fire & Security's warranty shall not apply with
respect to misuse, abuse or any use that is not in conformity with all applicable specifications and instructions.
5. Disclaimer of Warranties. The Customer acknowledges and agrees that except for the limited warranty specifically set forth in this
Contract, Summit has made no representations or warranties, express or implied, as to any matter whatsoever, including without
limitation the adequacy, performance, or condition of work performed and materials supplied by Summit on the Work, its
merchantability or its fitness for any particular purpose; nor has the Customer relied on any representations or warranties, express or
implied. The Customer further acknowledges and agrees that any affirmation of fact or promise shall not be deemed to create an
express warranty, and that there are no warranties which extend beyond the description in this Contract. The Customer further
acknowledges and agrees: (a) that Summit is not an insurer, (b) that the Customer assumes all risk of loss or damage to the Customer's
premises or to the contents thereof, and (c) that the Customer has read and understands all of this Contract, particularly the
paragraphs setting forth limitation of liability and indemnification provisions in the event of any loss or damage to the Customer or
anyone else. SUMMIT HEREBY DISCLAIMS ANY AND ALL WARRANTIES NOT EXPRESSLY STATED HEREIN, INCLUDING WARRANTIES OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES AND IN NO EVENT SHALL SUMMIT BE
LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST PRODUCTION, WHETHER CLAIMED BY
CUSTOMER OR BY ANY THIRD PARTY, IRRESPECTIVE OF WHETHER CLAIMS OR ACTIONS FOR SUCH DAMAGES ARE BASED UPON
CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT SUMMIT RECEIVES NOTICE OF THE
POTENTIAL FOR SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, ANY LIABILITY INCURRED BY SUMMIT SHALL BE LIMITED TO
THE AMOUNT OF GOODS AND SERVICES PURCHASED BY CUSTOMER AND CONTAINED WITHIN THE WORK.
Village Of Tequesta Village Hall-Service-6/5/2023 Page 2 June 26, 2023
Page 64 of 250
Agenda Item #5.
6. MECHANIC LIEN NOTICE. YOU ARE ENTITLED UNDER THE LAW OF CERTAIN JURISDICTIONS TO THE FOLLOWING NOTICE: (a) ANY
PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO YOUR PROPERTY MAY FILE A LIEN AGAINST
YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THEIR CONTRIBUTIONS; (b) YOU HAVE THE RIGHT TO PAY PERSONS
WHO SUPPLIED LABOR OR MATERIALS FOR THIS IMPROVEMENT DIRECTLY AND DEDUCTTHIS AMOUNT FROM OUR CONTRACT PRICE,
OR WITHHOLD THE AMOUNTS DUE THEM FROM US UNTIL 120 DAYS AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE
YOU A LIEN WAIVER SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR MATERIAL FOR THE IMPROVEMENT AND WHO. GAVE YOU
TIMELY NOTICE.
Taxes. Any applicable taxes or other governmental charges related to the Work shall be paid by Customer to Summit and shall be in
addition to the Contract Price. In addition, if any fees or permits (such as one or more building permits) are required in connection
with the Work, Customer shall secure and pay for any such fees and permits, the cost of which shall be in addition to the Contract
Price.
8. Access. Customer shall allow Summit Fire & Security to have reasonable access to the job site to allow the completion of the Work on
the dates and at the times requested by Summit Fire & Security personnel.
Risk of Loss. Risk of loss shall pass to Customer at the time the equipment and other materials that are part of the Work are delivered
to the job site. This means that, for example, in the event of damage or destruction due to casualty, or in the event of theft, Customer
shall be responsible for payment for such equipment and materials even if the Work has not been completed. Title to the equipment
and other materials shall be held by Summit until payment in full of the Contract Price, at which time title shall pass to Customer.
Summit shall have the right to remove the equipment and other materials that are a part of the Work if payment of the full Contract
Price is not made by Customer immediately upon completion of the Work. That right shall be in addition to, and not in limitation of,
Summit other rights and remedies.
10. Limitation of Liability and Remedies. The Work is not an insurance policy or a substitute for an insurance policy. In the event of any
breach, default or negligence by Summit under this Contract, Customer agrees that the maximum liability of Summit shall not exceed
an amount equal to the Contract Price. Customer expressly waives any right to make any claim more than that amount. IN NO EVENT
SHALL SUMMIT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR ANY OTHER DAMAGES OF ANY CHARACTER,
INCLUDING BUT NOT LIMITED TO THE LOSS OF USE OF THE CUSTOMER'S PROPERTY, LOST PROFITS OR LOST PRODUCTION, WHETHER
CLAIMED BY CUSTOMER OR BY ANY THIRD PARTY. Customer shall provide Summit with reasonable notice of any claim for breach and
a reasonable opportunity to cure the alleged breach or default.
11. INDEMNIFICATION FOR CLAIMS BY THIRD PARTIES. In the event any person, not a party to this agreement, shall make any claim or
file any lawsuit against Summit or its assignees or subcontractors for any reason relating to Summit's performance pursuant to this
agreement, Customer agrees to indemnify, defend and hold harmless Summit against all claims, demands, suits, loss, liability, expenses
and damages (including without limitation reasonable attorney's fees and costs). No part of this agreement should be read to seek
indemnification for Summit's own negligence.
12. Customer's Failure to Pay. If Customer fails to pay any amount due to Summit as and when required, Summit Fire & Security shall
have the right, but not the obligation, to immediately stop work on the Work and Summit Fire & Security may pursue any and all
available remedies, including the right to place a lien against the Work site. In addition, Customer shall be obligated to reimburse
Summit Fire & Security for reasonable legal fees and costs incurred by Summit Fire & Security in the enforcement of this Contract.
13. Attorneys' Fees/Waiver of Jury. If Summit engages counsel to enforce any rights or defenses provided for in this Contract, Summit
shall be entitled to recover from Customer the costs and expenses associated with such enforcement, including without limitation, its
reasonable attorney's fees, and costs. THE PARTIES AGREE TO WAIVE A JURY TRIAL FOR ANY DISPUTE ARISING FROM THIS
AGREEMENT.
14. Governing Law, Jurisdiction. Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of
the Commonwealth of Virginia. Customer irrevocably agrees to the exclusive jurisdiction of the state or federal courts of such state in
all proceedings between the parties hereto, and Customer irrevocably agrees to service of process via certified mail, return receipt
requested, to Customer at the address set forth herein. The courts within the County of Henrico, Virginia, shall be the proper forum
and preferred venue for any such legal action or proceedings that arise hereunder: However, nothing stated herein shall in any manner
prevent or preclude Summit from bringing any one or more actions against Customer in any jurisdiction in the United States in which
Customer conducts business. If Summit engages counsel to enforce any rights or defenses provided for in this Agreement, Summit
shall be entitled to recover from Subscriber the costs and expenses associated with such enforcement, including without limitation,
its reasonable attorney's fees, and costs.
15. Waiver. Customer further agrees to waive any claims against Summit known or unknown that exist as of the date of executing this
proposal as further consideration for Summit performing this work.
Village Of Tequesta Village Hall-Service-6/5/2023 Page 3 June 26, 2023
Page 65 of 250
Agenda Item #5.
16. Force Maieure Events. Summit shall not be liable or responsible to Customer, or be deemed to have defaulted under or breached
this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or
delay is caused by or results from acts beyond Summit's control, including without limitation the following force majeure events
("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, hurricane, ortornado or catastrophe, (c) war, invasion, hostilities
(whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e)
embargoes or blockades in effect on or afterthe date of this Agreement; (f) national or regional emergency; (g) strikes, laborstoppages
or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse
or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and
(1) other events beyond Summit's control.
Miscellaneous. The headings used herein are for convenience only and are not to be used in interpreting this Contract. Neither party
shall be deemed to have waived any rights under this Contract unless such waiver is given in writing and signed by such party. If any
provision of this Contract is invalid or unenforceable, such provision shall be deemed to be modified to be within the limits of
enforceability or validity, if feasible; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions
of this Contract in all other respects shall remain valid and enforceable. This Contract is not assignable by Customer. This Contract is the
entire agreement between the parties regarding the subject matter of this Contract; any prior or simultaneous oral or written agreement
regarding the subject matter hereof is superseded by this Contract.
CUSTOMER
Approved by Authorized Representative
Digitally signed by
Jeremyle,erAllen Date., y"Ile"
Date:20zs.oe27
By.
12:01-49-04'00'
Jeremy Allen
J
Print Name:
Title:
Village Manager
Date:
Jallen@tequesta.org
Email:
Submitted By: Dylan Massing
Title: Sales Representative
SFS
Approved by Authorized Representative
By: 49414 4,-*04010el�
Print Name:
Title:
Date:
Email: ( me+S^4wu",'-J-6,fP. �° Lu f(/, p
Village OfTequesta Village Hall-Service-6/5/2023
Page 4
June 26, 2023
Page 66 of 250
Agenda Item #5.
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 67 of 250
Agenda Item #5.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA")
by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at
www.w3.org/TR/WCAG/."
Page 68 of 250