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Documentation_Regular_Tab 04_12/14/2023
Agenda Item #4. Regular Council STAFF MEMO Meeting: Regular Council - Dec 14 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. Big Fun, Inc. Proposal-Parks & Recreation, $64,275.00. B. Michelle Lee Berger, LLC-dba AWARE-Village Manager, $15,000.00. C. Municode/Civic Plus Codification Services-Village Clerk, $5,850.00. D. Trane Technologies-Village Hall HVAC Replacement Proposal-Public Works, $17,310.00. . - 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. Big Fun, Inc. Proposal-Parks & Recreation, $64,275.00. B. Michelle Lee Berger, LLC-dba AWARE-Village Manager, $15,000.00. C. Municode/Civic Plus Codification Services-Village Clerk, $5,850.00. D. Trane Technologies-Village Hall HVAC Replacement Proposal-Public Works, $17,310.00. 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. • - • km BUDGET AMOUNT NA AMOUNT AVAILABLE NA EXPENDITURE AMOUNT: NA FUNDING SOURCES: NA IS THIS A PIGGYBACK: ❑ Yes ❑ N/A DID YOU OBTAIN 3 QUOTES? ❑ Yes ❑ N/A COMMENTS/EXPLANATION ON SELECTION4 Items, each with individual costs POTENTIAL MOTION - • • This agenda item is respectfully submitted for your review and approval. Page 57 of 593 Agenda Item #4. Big Fun, Inc. Proposal - Parks & Recreation.ada Michelle Lee Berger, LLC-dba AWARE Consulting Agreement-Village Manager Municode CivicPlus Codification Services Contract-Village Clerk Trane Technologies Village Hall HVAC Replacement Proposal- Public Works Page 58 of 593 Agenda Item #4. 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 Greg Corbitt, Parks & Recreation CONTACT (who do we contact with questions): NAME OF VENDOR: Big Fun Inc. PROJECT NAME/TITLE OF 2024 Tequesta Roots Festival AGREEMENT: COUNCIL APPROVAL DATE: December 14, 2023 ORDINANCE/RESOLUTION NUMBER: IS THIS A CAPITAL PROJECT: 0 Yes Capital projects require a longer ❑ No retention period. DOLLAR AMOUNT: $64,275.00 AGREEMENT TERM END DATE (Required to be filled in): If the agreement DOES NOT have 1/7/2024 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 CLERK'S OFFICE: Updated: 6/28/2023 Page 59 of 593 Agenda Item #4. Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org TO: Council Members Jeremy Allen, Village Manger FROM: Greg Corbitt, Parks &Recreation Director DATE: December 14, 2023 SUBJECT: Tequesta Roots Festival Proposal Please find attached Tequesta Roots Festival Proposal from Big Fun Inc. for $64,275.00. The proposal includes rides, generators, cable covers, ticket boots and a carnival game, as well as staff, delivery and $1 million general liability insurance, with the Village of Tequesta listed as additional insured. Tequesta Roots Festival will take place on January 6, 2024 from noon to 5 pm at Constitution Park. 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 60 of 593 Agenda Item #4. BIG FUN, INC. 2024 TEQUESTA ROOTS FESTIVAL P. O. Box 699 Jensen Beach, FL 34958 Phone (772) 285-2208 Fax(772)225-0300 EVENT:Tequesta Roots Festival DATES: Jan 6,2024 EVENT COORDINATOR: Greg Corbitt TIMES:Noon-5pm PH.(561)768-0473 EMAIL : Gcorbitt@tequesta.org EVENT LOCATION Constitution Park 399 Seabrook Rd. Tequesta,FL.33469 SERVICE PROPOSAL Big Fun will provide the following services. 1)Thrill Ride(Cliff Hanger, Fusion,or similar) 1) Surf City Fun House 1)State Fair Fun Slide( 115' Fiberglass 3 lane slide) 1) Super Swinger(70'circular swing ride) 1) Spin Ride(Barrel of Fun, Dizzy Dragon,or similar) 1)Kiddie Ride(Cars,Boats, Farm Tractors,Jeeps, Etc.. For the smaller kids) l) Bungee Trampoline 2)225kw Generators w/attendant and power distribution sets, including cable, and distro boxes l)Lot of cable covers (rubber matting, and/or cable ramps) 2)Ticket Booth(2 sellers per booth) 1)Carnival game w/full staff. Up to 144 quality toy prizes for each game. INCLUDED IN PROPOSAL •All rides, and attractions come fully staffed. •All delivery and pick up charges are included. •$1 million General Liability insurance listing the Village of Tequesta as additional insured• State inspections will be scheduled by Big Fun and all state fees are included Package price$64,275.00 ***BIG FUN RESERVES THE RIGHT TO SUBSTITUTE ANY RIDE FOR ANOTHER OF EQUAL VALUE*** AUTHORIZED REPRESENTATIVE PRINT NAME DATE Page 61 of 593 Agenda Item #4. BIG FUN REPRESENTATIVE PRINT NAME DATE Page 62 of 593 Agenda Item #4. 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 63 of 593 Agenda Item #4. "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 64 of 593 Agenda Item #4. 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 Administration CONTACT (who do we contact Jeremy Allen, Village Manager with questions): NAME OF VENDOR: Michelle Lee Berger, LLC dba AWARE PROJECT NAME/TITLE OF AWARE Consulting Services Agreement AGREEMENT: COUNCIL APPROVAL DATE: November 21, 2023 ORDINANCE/RESOLUTION NA NUMBER: IS THIS A CAPITAL PROJECT: ❑ Yes Capital projects require a longer 0 No retention period. DOLLAR AMOUNT: $15,000.00 (not to exceed) AGREEMENT TERM END DATE (Required to be filled in): If the agreement DOES NOT have 1/31/2024 an end date, please assign it an end date for imaging and disposition purposes. NUMBER OF AGREEMENTS TO NA BE SIGNED (did you place sign her tabs in the proper signature locations?) SPECIAL INSTRUCTIONS FOR CLERK'S OFFICE: Updated: 6/28/2023 Page 65 of 593 Agenda Item #4. Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org To: Mayor and Village Council From: Village Manager Allen Date: December 14, 2023 Subject: Michelle Lee Berger, LLC—dba AWARE Consulting Agreement The following agenda item is an agreement with Michelle Lee Berger, LLC—dba AWARE Consulting to provide audit services to the Village's Building Department as outlined in the proposal. The estimated cost of services are not to exceed $15,000.00 and available in account 001-180- 534.300. Vice-Mayor Kyle Stone Mayor Molly Young Council Member Frank D'Ambra III Council Member Laurie Brandon Seat 5 -Vacant Village Manager Jeremy Allen Page 66 of 593 Agenda Item #4. CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement") is entered into as of November 21, 2023, by and between: Michelle Lee Berger, LLC—dba AWARE 4360 NE Joe's Point Road AWARE Stuart, FL 34996 hereinafter referred to as the "Consultant," and Village of Tequesta 345 Tequesta Drive Tequesta, FL 33469 hereinafter referred to as the "Village." Scope of Services The Consultant agrees to provide operational audit services to the Village's Building Department, as outlined in the proposal dated November 21, 2023, attached hereto as Exhibit A. The scope of work includes reviewing processes, assessing internal controls, and making recommendations for improvements, covering the period from October 1, 2021, through November 21, 2023. Methodology The Consultant will employ various methodologies, including interviews, observations, risk analysis, and data review, as specified in the proposal. The Consultant will review relevant policies, procedures, laws, rules, and regulations to ensure compliance and provide recommendations for additional internal controls. Timeline The services will be provided from November 22, 2023, to January 22, 2024, as outlined in the proposal. Compensation The Village agrees to pay the Consultant for services rendered according to the fee structure outlined in the proposal. The total cost of the services shall not exceed $15,000. Page 67 of 593 Agenda Item #4. Payment Terms Invoices will be submitted monthly and are due within 30 days of receipt by the Village. Checks are to be made payable to "Aware." Term and Termination This Agreement shall commence on November 22, 2023, and shall continue until January 22, 2024, unless terminated earlier by mutual agreement or for cause. Confidentiality Both parties agree to maintain the confidentiality of all information obtained during the course of the engagement, with the exception of Florida public records laws as applicable. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Signatures IN WITNESS WHEREOF, the parties hereto have executed this Consulting Services Agreement as of the Effective Date. Consultant Village of Tequesta Michelle Lee Berger, LLC—dba AWARE Jeremy Allen, Village Manager 4360 NE Joe's Point Road Village of Tequesta Stuart, FL 34996 345 Tequesta Drive 772-224-5651 Tequesta, FL 33469 MichelleLeeBerger@gmail.com Digitally signed by Jeremy Allen Date:2023.12.05 1 1:39:25 Jeremy Allen [Signature] [Signature] -05'00' [Date] November 21,2023 [Date] Page 68 of 593 Agenda Item #4. EXHIBIT A Michelle Lee Berger, M.P.A. AWARE—Government Consulting Services A, Wo 4360 ne Joe's Point Road Stuart, FL 34996 AWARE MichelleLeeBerger@gmail.com 772-224-5651 November 20,2023 Village of Tequesta 345 Tequesta Drive Tequesta, FL 33469 Attn:Jeremy Allen,Village Manager Re: Proposal for Operational Audit Dear Mr.Allen, I am pleased to submit this proposal for an operational audit within the Village of Tequesta.As discussed, the purpose of this audit is to assess operational controls, as well as policy compliance. Inclusive within this audit will be a review of permitting,fee collections,and the consistency of these processes within the established policies of the Village and the Florida State Building Codes. Scope of Work The scope of our work will include, but is not limited to: 1. Review of Permitting Process -Assessing the efficiency and accuracy of the permitting process. -Ensuring compliance with Florida State Building Codes and Village policies. 2. Examination of Fee Collection Procedures -Evaluating the appropriateness and consistency of fee collections. -Verifying adherence to established Village policies. 3. Consistency in Code Application -Investigating potential inconsistencies in the application of building codes. -Providing recommendations for maintaining uniformity in code enforcement. 4.Staff Interviews -Conducting interviews with key personnel to understand current practices and challenges. -Identifying opportunities for improvement and addressing concerns related to recent staff turnover. Methodology Our audit will employ a thorough methodology, including document reviews, interviews, and on-site observations. We will work closely with the Building Department staff to gain a comprehensive understanding of current practices and identify areas for enhancement. 3 Page 69 of 593 Agenda Item #4. Timeline Based on the current information provided,we estimate that the audit will require approximately 60 hours of work. This may change once we have fuller knowledge of the situation. If changes need to occur, an amendment will be provided for both parties to agree. We are available to start immediately, if needed, offering a proposed timeline for the audit of November 21, 2023,to January 22,2024. Fee Structure The principal's hourly rate for this engagement is set at $220 per hour. Additionally, an administrative assistant may be involved in supporting and preparing the audit process at an hourly rate of$60 per hour. The total estimated cost for the audit is not to exceed$15,000. Next Steps Upon your approval of this proposal,we will commence the planning phase and coordinate with your team to schedule the audit activities. Thank you for considering our proposal. We look forward to the opportunity to assist the Village of Tequesta in ensuring the integrity and effectiveness of its operations. Please feel free to contact me if you have any questions or if you would like to discuss any specific aspects of this proposal further. Sincerely, 4�4x Michelle Lee Berger, M.P.A. Principal AWARE Acceptance The Village of Tequesta acknowledges receipt and review of this proposal for the operational audit of the Building Department. By signing below,the Village Manager,Jeremy Allen, hereby accepts the terms and conditions outlined in this proposal.This acceptance signifies agreement with the proposed scope of work, methodology, timeline, and fee structure. We are enthusiastic about the opportunity to collaborate on this important initiative and look forward to commencing the audit activities promptly. [Signature] [Date] �r a o� 3 f remy Allen illage Manager illage of Tequesta 4 Page 70 of 593 Agenda Item #4. 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 71 of 593 Agenda Item #4. "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 72 of 593 Agenda Item #4. 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: Municode/CivicPlus PROJECT NAME/TITLE OF Codification Services 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: $5850.70 AGREEMENT TERM END DATE (Required to be filled in): Ongoing autorenewal 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 N/A CLERK'S OFFICE: Updated: 6/28/2023 Page 73 of 593 Agenda Item #4. Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org O Village Clerk's Office Memorandum TO: Jeremy Allen, Village Manager FROM: Lori McWilliams, MPA, MMC, Village Clerk DATE: 11/2/2023 SUBJECT: Municode Codification Services now provided by CivicPlus Municocde/CivicPlus initially proposed an increase in our codification services beginning on 11/1/2023. 1 was able to negotiate a 25% discount for the initial term FY 23/24. Thereafter, our contract will auto- renew at a recurring cost of$7556.66 with an annual increase of 5%each renewal term. BREAKDOWN: • Full-Service Supplementation Subscriptions $4,401.58 • Online Code Hosting 799.56 • Municode Archival Ordbank 339.81 • Municode State Law References 299.84 • TOTAL $5840.70 There will be no other existing Municode charges, other than what is listed, which includes Online Code Hosting, OrdBank and all of your Supplement Services.There are some exclusions, which are listed in the Addendum #2 such as Legal Reviews & other projects, which will cost extra, however, everything the Village has now is included in the agreement. 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 74 of 593 Agenda Item #4. CivicPlus 302 South 4th St.Suite 500 Quote#: Q-44114-1 Manhattan,KS66502 Date: 5/31/2023 10:19 AM us Customer: TEQUESTA, FLORIDA Product Name DESCRIPTION CITY TOTAL Full-Service Supplementation Full-Service Supplementation Subscription 1.00 USD 5,828.66 Subscription Code and Supp Year 1 Annual Fee Year 1 Annual Fee Discount-25% 1.00 USD-1,427.17 Discount Printed Copies and Freight Included— Printed Copies and Freight Included 2.00 USD 0.00 up to [#] copies Semi-Annual Print Supplementation Print Supplementation will begin with the 1.00 USD 0.00 Service Included ordinances received from the municipality on a semi-annual basis. Bi-Monthly Electronic Supplementation Online Supplementation will begin with the 1.00 USD 0.00 Service Included ordinances received on a bi-monthly basis. Online Code Hosting Renewal Online Code Hosting 1.00 USD 960.00 Proration Discount Proration Discount 1.00 USD-160.44 Municode Archival OrdBank Renewal Municode Archival OrdBank Renewal 1.00 USD 408.00 Proration Discount Proration Discount 1.00 USD-68.19 Municode Updating State Law Municode Updating State Law References 1.00 USD 360.00 References Renewal Renewal Proration Discount Proration Discount 1.00 USD-60.16 Full-Service Supplementation Plus Full-Service Supplementation Plus 1.00 USD 0.00 Subscription Upgrade Subscription Annual Recurring Supplement Services - Initial Term USD 5,840.70 Annual Recurring Supplement Services-Ongoing USD 7,556.66 (Subject to Uplift) 1. This Statement of Work ("SOW') is between Tequesta Florida ("Customer") and CivicPlus. LLC ("CivicPlus"), the acquirer and sole owner of Municode, LLC f/k/a Municipal Code Corporation, and incorporates and is subject to the terms and conditions located at Addendum 1 attached to this SOW. 2. This SOW shall begin on 11/1/2023 ("Effective Date") and all the services provided to Customer listed in the above line items (the"Services") shall align to renew annually on each anniversary of the Effective Date("Renewal Date"). Unless terminated, Customer shall be invoiced for the Annual Recurring Services on each Renewal Date of each calendar year subject to 5% annual increase. Customer will pay all invoices within 30 days of the date of such invoice. V.PD 06.01.2015-0048 Page 1 of 4 Page 75 of 593 Agenda Item #4. Acceptance By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW. For �--,,,CivicPlus Billing Information, please visit https://www.civicplus.com/verify/. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below. Client CivicPlus By: BY m Name: Amy Vikander Title: Y� �(,� Title: Senior Vice President of Customer Success Date: — . - D a 3 Date: V.PD 06.01.2015-0048 Page 2 of 4 Page 76 of 593 Agenda Item #4. Addendum 1 This agreement("Agreement")is explicitly agreed to by the 4.Term and Termination. This Agreement shall remain in full force Customer listed on the Statement of Work.All terms used in this and effect for an initial period of one year commencing on the greement that are not otherwise defined shall have the definition Effective Date("Initial Term"), at the end of the Initial Term,this scribed to it in the Statement of Work. Agreement shall automatically renew for additional one-year terms (each a"Renewal Term"). If either Party does not intend to renew 1. Scope of Services.The Services provided to Customer under this Agreement,they shall provide sixty days prior notice to the end his Agreement are set forth in the CivicPlus Statement of Work of the then-current term. Either party may terminate this Agreement signed by the parties (the"SOW'). Customer may purchase for cause in the event the other party materially breaches any term additional services for additional cost at any time upon mutual f this Agreement and does not substantially cure such breach written consent of the Parties. including but not limited to updating Nithin thirty days after receiving notice of such breach.A delinquent he frequency of Supplement updates, additional labor required ustomer account remaining past due for longer than 90 days because of delays, errors or omissions on the part of Customer. is a material breach by Customer and is grounds for CivicPlus ermination. Limitations of Services.Annual Recurring Supplement Service does NOT include: 5. Compensation. Unless otherwise stated in an SOW signed by he Customer, the Customer shall pay CivicPlus for the Services a.Additional copies, reprints, binders and tab orders; annually at the start of each Renewal Term,within 30 days of the ate an invoice is sent. b. Documents drafted in InDesign or that contain form-based code 6. Integration.This Agreement sets forth the entire agreement requirements, are subject to additional editorial fees, between and among the parties with respect to the Services.This Agreement supersedes all prior written or oral agreements between he parties or their predecessors-in-interest with respect to all or c. Legal work, creation of fee schedules,gender neutral review/ any part of the subject matter hereof. implementation, external linking; 7. Limitation of Liability.CivicPlus'liability arising out of or related o this Agreement, or any associated SOW,will not exceed five d. Codifying a newly adopted term change legislation.This may imes the amounts paid by Customer for the Services in the year be subject to a one-time additional editorial fee. Material to be rior to such claim of liability. In no event will CivicPlus be liable reviewed upon receipt; to Customer for any consequential, indirect, special, incidental, r punitive damages arising out of or related to this Agreement. e. Online Code hosting and online features, this is listed separately.If applicable law limits the application of the provisions of this Limitation of Liability section, CivicPlus'liability will be limited to the For services outside the scope of the Annual Recurring maximum extent permissible. Supplement Services, a per page rate of$23 will be applied. 8. Ownership. Customer shall own all right,title, and interest in and Each document for processing should be its own individual to the code created under this Agreement.Customer is responsible file, named by its ordinance number. Customer should send in all for providing all necessary and correct documentation, materials documents to CivicPlus as MS WORD versions or a convertible and communication in a timely manner in order to enable CivicPlus PDF version. to perform the Services and acknowledges CivicPlus cannot begin performance of the Services until all necessary documentation, materials and communication is received. 9. Customer acknowledges that any legal analysis provided by CivicPlus is provided to Customer for their use and direction. However, Customer agrees the Services provided for herein do not review legal codes for legal sufficiency,draw legal conclusions, provide legal advice,opinions or recommendations about ustomer's legal rights, remedies,defenses,options, selection of forms, or strategies, or apply the law to the facts of any particular situation or establish an attorney-Customer relationship. CivicPlus is not a law firm and may not perform services performed by an attorney, and the Services contemplated herein do not constitute a substitute for the advice or services of an attorney. 10. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God,strikes, amage or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such auses. V.PD 06.01.2015-0048 Page 3 of 4 Page 77 of 593 Agenda Item #4. Contact Information Organization URL Street Address Address 2 City State Postal Code CivicPlus provides telephone support for all trained clients from 7am—7pm Central Time.Monday-Friday(excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current updates. Emergency Contact&Mobile Phone Emergency Contact&Mobile Phone Emergency Contact&Mobile Phone Billing Contact E-Mail Phone Ext. Fax Billing Address Address 2 City State Postal Code Tax ID# Sales Tax Exempt# ^Billing Terms Account Rep v lnfo Required on Invoice(PO or Job#) Are you utilizing any external funding for your project(ex.FEMA,CARES): Y [ ] or N [ ] Please list all external sources: Contract Contact Email Phone Ext. Fax Project Contact Email Phone Ext. Fax r1 V.PD 06.01.2015-0048 Page 4 of 4 Page 78 of 593 Agenda Item #4. 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 79 of 593 Agenda Item #4. "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 80 of 593 Agenda Item #4. 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 CONTACT: Doug Chambers/Janet McCorkle VENDOR: Trane Technologies, COUNCIL APPROVAL DATE: 12/14/2023 ORDINANCE/RESOLUTION NUMBER: TITLE OF AGREEMENT: Village Hall — Replace Evaporator Coil and Blower Assembly: AHU1 DOLLAR AMOUNT: $17,310.00 AGREEMENT TERM END 12/14/2024 DATE (Required to be filled in): NUMBER OF DOCUMENTS 0 TO BE SIGNED: SPECIAL INSTRUCTIONS FOR CLERKS'S OFFICE: Page 81 of 593 Agenda Item #4. Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org Tequesta Public Works Department Memorandum To: Jeremy Allen, Village Manager From: Douglas M. Chambers, Director Public Works Subject: Village Hall Air Handler Unit -1 Coil and VFD Replacement Date: November 28, 2023 The Following agenda item relates to replacing defective air conditioning components in Village Hall. Trane Technologies commercial air conditioning equipment is installed in Village Hall We are utilizing a multi-year sole source contract with Trane Technologies. The following equipment is twenty (20+) plus years old and has reached its end of useful life. Village Hall: Remove and Replace DX Evaporator Coil and Variable Speed Drive for Air Handler Unit#1. This air handler unit provides climate control for the Building Department. Total Proposal: $17,310.00 Funding is available and budgeted in Fiscal Year 2024 in the Building Fund, In account 001-180-546.303, Building Repair and Maintenance. 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 82 of 593 Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil and Blower Assembly AHU 1 >, TRAiNE \,o.. Trane U.S. Inc. 6965 Vista Parkway North West Palm Beach, Florida 33411 Phone: (561)683-1521 Fax: (866)856-1666 Service Contact: (866)856-1666 July 19, 2023 Customer: Site Address: Village of Tequesta Village Hall 345 Tequesta Drive 345 Tequesta Drive Tequesta, FL 33469 Tequesta, FL 33469 ATTENTION: Doug Chambers PROJECT NAME: Village of Tequesta—Village Hall—Replace Evaporator Coil and Blower Assembly AHU 1 We are pleased to offer you this proposal for performance of the following services, provide and install(1)new DX evaporator coil to replace the existing that is leaking. Equipment lQty IManufacturer I Description AHU-1 (MCCA010/K06E57442) 11 ITrane I Air Handling Unit SCOPE OF SERVICE 1. During an agreed upon time period,Trane will shut down and electrically tag-out the existing equipment and components to be removed. 2. Mechanically and electrically disconnect the existing Trane condenser unit being replaced and prepare for removal. 3. Remove and properly dispose of the existing equipment, system components and associated material or debris. 4. Remove refrigerant per current EPA guidelines. 5. Furnish and install (1) new Trane evaporator coil into place and fasten as required. 6. Furnish and install Thermostatic Expansion Valve(s)as required 7. Reconnect the existing refrigerant suction line and liquid line to piping connections on new Trane evaporator coil, includes new copper fittings as required. 8. Pressurize and perform hold test on newly installed condensing unit to ensure system integrity 9. Evacuate and charge system with recovered 410A refrigerant. 10. Reinsulate suction line refrigerant as required/where disturbed. 11. Remove current blower shaft, bearings, motor, and wheel. 12. Furnish and install new blower shaft, bearings, motor, and wheel. 13. Start up and equipment commissioning of the split system will be performed by Trane Factory Certified Technician, upon completion of the installation. 14. One year warranty on new parts and labor. ©2023 Trane All rights reserved Page 1 of 7 Trane Sery c o of 593 Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil and Blower Assembly AHU 1 PRICING AND ACCEPTANCE $150 x 32hrs = $4800 $225 x 81irs = $1800 Coil and TXVs = $9140 TOTALPRICE:....................................................................$15,740 $150 x 16hrs = $2400 $225 x Ohrs = $0 Blower Assembly = $8810 DADD OPTION FOR MOTOR ASSEMBLY ....................................$11,210k DADD OPTION FOR 5HP DRIVE ................................................$1,570' **:"Please Initial Next To Add Option For Approval This proposal uses the agreed upon existing service agreement contract pricing of$150 ST&$225 OT. CLARIFICATIONS 1. Any service not listed is not included. 2. All work to be performed during normal and overtime business hours Monday through Friday 7:00 AM to 4:30 PM excluding legal holidays. 3. Excludes any work not described in above scope 4. Excludes Certified Test& Balance 5. Permit fees to pass through to customer(if required) 6. This proposal is valid for 30 days. I appreciate the opportunity to earn your business and look forward to helping you with all of your service needs. Please contact me if you have any questions or concerns. Sincerely, Evan Nietzel Account Manager Amar A Sukhai Services Turnkey Account Manager of 593 ©2023 Trane All rights reserved Page 2 of 7 Trane Serw c ce ote Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil and Blower Assembly AHU 1 This agreement is subject to Customer's acceptance of the attached Trane Terms and Conditions — Quoted Service. CUSTOMER ACCEPTANCE Digitallysi9nedbyJeremyAllen Jeremy Allen Date:2023.10.02 16:0755-04'00' Authorized Representative Printed Name Title Purchase Order Acceptance Date Trane's License Number: CAC#0023485 ©2023 Trane All rights reserved Page 3 of 7 Trane ServiRcagotF5 of 593 Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil and Blower Assembly AHU 1 TERMS AND CONDITIONS—QUOTED SERVICE 1-10.48(0821) "Company"shall mean Trane U.S.Inc.. To obtain repair service within the scope of Services as defined, contact your local Trane District office identified on the first page of the Agreement by calling the telephone number stated on that page.That Trane District office is responsible for Company's performance of this Agreement. Only Trane authorized personnel may perform service under this Agreement. For Service covered under this Agreement, Company will be responsible for the cost of transporting a part requiring service. 1.Agreement. These terms and conditions are an integral part of Company's offer and form the basis of any agreement(the"Agreement") resulting from Company's proposal (the "Proposal") for the services (the "Services") on equipment listed in the Proposal (the "Covered Equipment"). COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2.Connected Services. In addition to these terms and conditions,the Connected Services Terms of Service("Connected Services Terms"), available at https://www.trane.com/TraneConnectedServicesTerms,as updated from time to time, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services,as defined in the Connected Services Terms. 3.Acceptance.The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent("Customer') delivered to Company within 30 days from the date of the Proposal.If Customer accepts the Proposal by placing an order,without the addition of any other terms and conditions of sale or any other modification,Customers order shall be deemed acceptance of the Proposal subject to Company's terms and conditions. If Customer's order is expressly conditioned upon the Company's acceptance or assent to terms and/or conditions other than those expressed herein,return of such order by Company with Company's terms and conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counteroffer to provide Services in accordance with the Proposal.If Customer does not reject or object in writing to Company within 10 days,the Company's counteroffer will be deemed accepted. Customers acceptance of the Services by Company will in any event constitute an acceptance by Customer of Company's terms and conditions. In the case of a dispute, the applicable terms and conditions will be those in effect at the time of delivery or acceptance of the Services. This Agreement is subject to credit approval by Company. Upon disapproval of credit,Company may delay or suspend performance or, at its option, renegotiate prices and/or terms and conditions with Customer. If Company and Customer are unable to agree on such revisions,this Agreement shall be cancelled without any liability,other than Customers obligation to pay for Services rendered by Company to the date of cancellation. 4. Cancellation by Customer Prior to Services; Refund. If Customer cancels this Agreement within (a)thirty(30)days of the date this Agreement was mailed to Customer or(b)twenty(20)days of the date this Agreement was delivered to Customer,if it was delivered at the time of sale,and no Services have been provided by Company under this Agreement,the Agreement will be void and Company will refund to Customer,or credit Customer's account,the full Service Fee of this Agreement that Customer paid to Company,if any. A ten percent(10%) penalty per month will be added to a refund that is due but is not paid or credited within forty-five(45)days after return of this Agreement to Company. Customers right to cancel this Agreement only applies to the original owner of this Agreement and only if no Services have been provided by Company under this Agreement prior to its return to Company. 5. Cancellation by Company. This Agreement may be cancelled by Company for any reason or no reason, upon written notice from Company to Customer no later than 30 days prior to performance of any Services hereunder and Company will refund to Customer,or credit Customers account,that part of the Service Fee attributable to Services not performed by Company. Customer shall remain liable for and shall pay to Company all amounts due for Services provided by Company and not yet paid. 6.Services Fees and Taxes. Fees for the Services(the"Service Fee(s)")shall be as set forth in the Proposal and are based on performance during regular business hours. Fees for outside Company's regular business hours and any after-hours services shall be billed separately according to the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fee,Customer shall pay all taxes not legally required to be paid by Company or,alternatively,shall provide Company with acceptable tax exemption certificates. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due. 7.Payment. Payment is due upon receipt of Company's invoice. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5%of the principal amount due at the end of each month. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due or otherwise enforcing these terms and conditions. 8. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies,to terminate this Agreement or suspend performance by delivery of written notice:(1)Any failure by Customer to pay amounts when due; or(2)any general assignment by Customer for the benefit of its creditors,or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors,or makes or proposes to make any proposal or arrangement with creditors,or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets,or if a trustee,receiver,or similar person is appointed over any of the assets or interests of Customer; (3)Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made;or(4)Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company(including lost profit and overhead) 9. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are performed under similar circumstances as of the time Company performs the Services. Company is not liable for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. Company may refuse to perform any Services or work where working conditions could endanger property or put at risk the safety of people.Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company.Customer must reimburse Company for services,repairs,and/or replacements performed by Company at Customers request beyond the scope of Services or otherwise excluded under this Agreement.The reimbursement shall be at the then prevailing applicable regular,overtime,or holiday rates for labor/labour and prices for materials. Prior to Company performing the additional services,repairs,and/or replacements,Customer may request a separate written quote stating the work to be performed and the price to be paid by Customer for the work. 10. Customer Obligations. Customer shall:(a)provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; and (b)unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin, Customer will provide any necessary access platforms,catwalks to safely perform the Services in compliance with OSHA, state,or provincial industrial safety regulations or any other applicable industrial safety standards or guidelines. 11.Exclusions. Unless expressly included in the Proposal,the Services do not include,and Company shall not be responsible for or liable to the Customer for,any claims,losses,damages or expenses suffered by the Customer in any way connected with, relating to or arising from any of the following: (a)Any guarantee of room conditions or system performance; (b)Inspection,operation,maintenance,repair,replacement or performance of work or services outside the Services; (c)Damage,repairs or replacement of parts made necessary as a result of the acts or omission of Customer or any Event of Force Majeure; ©2023 Trane All rights reserved Page 4 of 7 Trane Sery c of 593 Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil and Blower Assembly AHU 1 (d)Any claims,damages,losses,or expenses,arising from or related to conditions that existed in,on,or upon the premises before the effective date of this Agreement ("Pre-Existing Conditions") including, without limitation, damages, losses, or expenses involving a Pre-Existing Condition of building envelope issues, machanical issues,plumbing issues, andlor indoor air quality issues involving moldlmould,bacteria, microbial growth,fungi or other contaminates or airborne biological agents;and (e)Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included with the Proposal. 12. Limited Warranty,Company warrants that;(a)the material manufactured by Company and provided to the Customer in performance of the Services is free from defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replacement and(b)the Iabor+labour portion of the Services is warranted to have been properly performed for a period of 90 days from date of completion (the"Limited Warranty")_ Company obligations of equipment start-up,if any are stated in the Proposal, are coterminous with the Limited Warranty period, Defects must be reported to Company within the Limited Warranty period.Company's obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any improperly performed laborllabour,No liability whatsoever shall attach to Company until the Services have been paid for in full. Exclusions from this Limited Warranty include claims,lasses, damages,and expenses in arny way connected with,related to,or arising from failure or malfunction of equipment due to the following,.wear and tear; end of life failure; corrosion, erosion; deterioration; Customers failure to follow the Company-provided maintenance plan; unauthorized or improper maintenance;urnauthoriaed or improper parts or material;refrigerant not supplied by Company;and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product, Some components of Company equipment may be warranted directly from the component supplier, in which case this Limited Warranty shall not apply to those components and any warranty of such components shall be the warranty given by the component supplier.Notwithstanding the foregoing,all warranties provided herein terminate upon termination or cancellation of this Agreement, Equipment,material andlor parts that are not manufactured by Company r7hird-Party Products)")are not warranted by Company and have such warranties as may be extended by the respective manufacturer. CUSTOMER UNDERSTANDS THAT COMPANY IS NOT THE MANUFACTURER OF ANY THIRD-PARTY PRODUCT(S)AND ANY WARRANTIES, CLAIMS,STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS ARE THOSE OF THE THiRD-PARTY MANUFACTURER„ NOT COMPANY AND CUSTOMER IS NOT RELYING ON ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS,OR SPECIFICATIONS REGARDING THE THIRD-PARTY PRODUCT THAT MAY BE PROVIDED BY COMPANY OR ITS AFFILIATES,WHETHER ORAL OR WRITTEN. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES,LIABILITIES,CONDITIONS AND REMIDiES,WHETHER IN CONTRACT,WARRANTY,STATUTE, OR TORT(INCLUDING NEGLIGENCE),EXPRESS OR IMPLIED.IN LAW OR IN FACT,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR PURPOSE ANDIOR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND. EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY ANDIOR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF. COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. ADDiTIONALLY, COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD. FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY *OTHER CONTAMINANTS (INCLUDING COVIDs19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL COMPANY HAVE ANY LIA131LITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING;OR IN CONNECTION WiTH ANY EQUIPMENT,THIRD-PARTY PRODUCT,OR ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO 13.Indetrnnlly,To the rriaximum extent penttitted by law,Company and Customer shall indemnify and hold harmless each other from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attomeys'fees, resulting from death or bodily injury or damage to real or personal property,to the extent caused by the negligence or misconduct of the indemnifying party, andlor its respective employees or authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims, damages,expenses., or liabilities to the extent attributable to the acts or ornissions of the other party or third parties_ If the parties are both at fault,the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect,notwithstanding the expiration or early termination of this Agreement,with respect to any claims based on facts or cand!Uons that occurred prior to expiration or termination of this Agreement. 14. Limitartion of Liability, NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL 13E LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT; OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS,PRODUCT LOSS,LOST REVENUE OR PROFITS,OR LIABILITY TO THIRD PARTIES),INCLUDING CONTAMINANTS LIABILITIES, OR PUNITIVE DAMAGES WHETHER EASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WiTH RESPECT TO ANY AND ALL CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY UNDER THIS AGREEMENT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES(WHETHER DIRECT OR INDIRECT)RESULTING FROM MOLD,FUNGUS,BACTERIA,MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS.TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE ENERGY AND BUILDING PERFORMANCE SERVICES; INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS; COMMUNICATION FAILURE;THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR COMMUNICATIONS NETWORK. 15.CONTAMINANTS LIABILITY. The transmission of COVID-19 may occur in a variety of ways and circumstances,many of the aspects of which are currently not known. HVAC systems, product--,services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19, Including through the air in closed environments, IN NO EVENT WILL COMPANY BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDEMNIFICATION,ACTION OR CLAIM,WHETHER BASED ON WARRANTY,CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY(INCLUDING DEATH), DAMAGE TO PROPERTY, OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO CONTAMINANTS(INCLUDING THE SPREAD,TRANSMISSION MITIGATION,ELiMINATION,OR CONTAMINATION THEREOF) (COLLECTIVELY, "CONTAMINANTS LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH CONTAMINANT LIABILITIES. C-2023 Trarie All fights reserved Page 5 of 7 Trane S=167 Wn7of 593 Agenda Item #4. Village of Tecluesta—Village Hall—Replace Evaporator Coil and dower Assembly AHU 1 16.Asbestos and Hazardous Materials. The Services expressly exclude any identification,abatement,cleanup,control,disposal,removal or other work connected with asbestos or other hazardous materials(collectively,"Hazardous Materials"), Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and shalt notify Customer. Customer will be responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations_ Customer shall be exclusively responsible for any claims,liabiflity,fees and penalties,and the payment thereof,arising out of or relating to any Hazardous Materials on or about the premises,not brought onto the premises by Company. Company shall be required to resume performance of the Services only when the affected area has been rendered harmless. 17.lnsuranco, Company agrees to maintain the following Insurance during the term of the contract with limits not less than shown below and will,upon request from Customer,provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability 52,000,000 CSI- Workers Compensation Statutory Limits If Customer has requested to be named 215 an additional insured under Company's insurance policy,Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive its right of subrogation IS,Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. if Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure,this Agreement shall at Company's election (i) remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or(ii) be terminated upon ten(10)days notice to Customer,in which event Customer shall pay Company for all parts of the Services furnished to the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing,'Event of Force Majeure"Includes:acts of God;acts of terrorism, war or the public enemy;flood;earthquake;lightning; tornado; storm;fire:civil disobedience;pand©mic insurrections;riots;labor disputes;labor or material shortages;sabotage;restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations, permits,licenses, certificates or approvals if not caused by Company and the requirements of any applicable govemment in any manner that diverts either the material or the finished product to the direct or Indirect benefit of the government. 19. General. Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance with the taws of the state or province in which the Services are performed without regard to choice of law principles which might otherwise call for the application of a different state's or province's law. Any dispute arising under or relating to this Agreement that is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Services are performed. Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued. To the extent the premises are owned andlor operated by any agency of the United States Federal Government, determination of any substantive issue of law shall be according to the United States Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government.This Agreement contains all of the agreements,representations and understandings of the parties and supersedes all previous understandings,commitments or agreements, oral or written, related to the Services.No documents shall be Incorporated herein by reference except to the extent Company Is a signatory thereon. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law,all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign,transfer,or convey this Agreement, or any part hereof,without the written consent of Company. Subject to the foregoing,this Agreement shalt bind and inure to the benefit of the parties hereto and their permitted successors and assigns_ This Agreement may be executed in several counterparts,each of which when executed shall be deemed to be an original,but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original, No modifications,additions or changes may be made to this Agreement except in a writing signed by Company,No falture or delay by the Company in enforcing any right or exercising any remedy under this Agreement shall be deemed to be a waiver by the Company of any right or remedy. 20. Equal Employment OpportunitylAlfirmative Action Clause. Company is a United States federal contractor that complies fully with Executive Order 11246,as amended,and the applicable regulations contained in 41 C.F.R.Parts 60-1 through 60.60:29 U,S.C.Section 793 and the applicable regulations contained in 41 C,F,R,Part W741;and 38 U,S.C,Section 4212 and the applicable regulations contained in 41 C.F,R.Part 60-250;and Executive Order 13496 and Section 29 CFR 471,appendix A to subpart,A,regarding the notice of employee rights in the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982(U.K) 1982,c. 11 and applicable Provincial Human Rights Codes and employment law in Canada. 21.U.S.Government Contracts, The following provision applies only to direct sales by Company to the US Government, The Parties acknowledge that all items or services ordered and delivered under this Agreement l Purchase Order are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation(FAR).[in particular,Company agrees to be bound only by those Federal contracting clauses that apply to"commercial'suppliers and that are contained in FAR 52.212.5(e)(1). Company complies with 52.219-8 or 52.219.9 in its service and installation contracting business, The following provision applies only to indirect sales by Company to the US Government, As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.21"; 52.222-26; 52.222-35; 52-222-36;52.222-39;52.247-fi4.If the Services are In connection+with a U.S.government contract,Customer agrees and hereby certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration,on all matters related to the prime contract, including but not limited to all aspects of its ownership,eligibility, and performance, Anything herein notwithstanding,Company will have no obligations to Customer unless and until Customer provides Company with a true,correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications wllh any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to contractor's Customer's ownership,eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the Services that are the subject of this offer or agreement,other than the Proposal or this Agreement. 22. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer,~whether acting in its capacity as a government,governmental entity,a duly organized corporate entity or otherwise,for itself and for its agents, successors, and assigns,(1)hereby provides this limited waiver of its sovereign immunity as to any damages, claims,lawsuit,or cause of action(herein"Action')brought against Customer by Company and arising or alleged to rinse out of the furnishing by Company of any product or service under this Agreement,whether such Action is based in contract,tart,strict liability,civil liability or any other legal theory;(2)agrees that jurisdiction and venue for any such Action shall be proper and valid(a)if Customer is in the U.S.,in any state or United States court located in the state in which Com pany is performing this Agreement or(b)if Customer is in Canada,in the superior court of the province or territory in which the work was performed;(3)expressly consents to such Action,and waives any objection to jurisdiction or venue; (4) waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this @2023 Trane All rights resenved Page 6 of 7 Trane Sery cptjrmA8of 593 Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil and Blower Assembly AHU 1 Agreement;and(5)expressly acknowledges and agrees that Company is not subject to thejurisdiction of Customer's tribal court or any similar tribal forum, that Customer will not bring any action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer,enforceable in accordance with its terms. 1-10.48(0821) Supersedes 1-10.48(0720) ©2023 Trane All rights reserved Page 7 of 7 Trane Sery c of 593 Agenda Item #4. TJNNF TRANE'S SAFETY STANDARD Trane is committed to providing a safe work environment for all employees and to preventing accidents in its business operations.To accomplish our objectives Trane has instituted safety programs, procedures and training that incorporate a progressive approach to injury prevention. PROVEN SAFETY SUCCESS Trane's safety culture in North America is unparalleled in the building services industry and has demonstrated proven results via continuous reduction of injury rates. TRANE INJURY RATES V. INDUSTRY COMPETITORS Since 2003 the US Bureau of Labor Statistics records reflect Trane's Total Recordable Rate (TRIR)and Days away from work (DAFW) rate have been significantly lower than HVAC repair and maintenance contractors and Specialty Trade contractors (construction).Trane's safety culture in America is unparalleled in the building services industry and has demonstrated proven results via continuous reduction of injury rates. Trane's incident(OSHA)rates are consistently 50-70% below the industry average. This outstanding safety achievement is the end result of the rigorous team oriented approach to our safety program that creates accountability and empowerment in all employees and management and fuels our institutional safety culture. This is the key to our continual improvement. SAFETY TOOLS, TRAINING & EXPERTISE Trane's service and contracting technicians are not only among the most skilled in the industry they are also extensively trained in safe work procedures. Our technicians receive safety training, equipment, tools, procedures, and management support to identify jobsite hazards and take appropriate measures to prevent personal injuries. The resources available to Trane technicians include: • Safety Training —20 hrs per year, including classroom and web-based platforms. • -Topics include, but are not limited to, Lockout/Tagout, Confined Space Entry, Hazard Communication, Respiratory Protection, Hearing Conservation, Excavations, Scaffolding, Rigging, Powered Industrial Truck operation, Ladders, Vehicle Safety, Fire Protection, PPE, Emergency Response, First Aid/CPR. • Electrical Safety— NFPA 70E compliant—electrical PPE; flame-resistant clothing; training. • Fall Protection —full complement of fall arrest and fall restraint equipment for each technician. • Ergonomics—custom-designed for HVAC field technicians, includes training, material handling equipment and procedures. • Smith System Safe Driving Program—Trane's safety Managers are certified instructors;safety Managers train technicians; 1-800 "How's My Driving?" stickers are located on the back of service vehicles. • USDOT compliance—technicians scheduled within Material of Trade and Hours of Service limits and are fully qualified under Department of Transportation rules for driving commercial motor vehicles with GVWR >10,000 and 26,000 lbs. • Refrigerant Management—Service technicians are trained to manage refrigerant in accordance with U.S. EPA rules using a sophisticated electronic tracking system developed by Trane. • Empowerment-Technicians are empowered with full management support to address safety hazards as they see fit. If ever in doubt about how to do a job or task safely,the technician is required to ask a qualified person for assistance before proceeding with work. Page 90 of 593 Agenda Item #4. MANAGEMENT LEADERSHIP AND COMMITMENT Accident prevention is a primary responsibility of management at Trane. Trane's safety culture is based on the following management principles: • Leadership at the local level manages the local organization's safety performance. • Management is financially accountable for safety performance. • Local management is actively engaged in risk reduction activities and training and manages safety performance outcomes. • Management clearly communicates to all Trane employees their safety expectations and strongly enforces compliance with those expectations. • Employees are held accountable when they fail to meet safety expectations. Local management and supervisory personnel at the local level are responsible for implementation of the following safety program elements: • The Safety Management System developed by Trane—developed in accordance with OHSAS 18001. • Audits and Inspections—Supervisors, Middle and Upper Managers must conduct field inspections. Corporate Safety conducts detailed compliance and management systems audits. • Company safety compliance programs—ensure that they are fully implemented. • Safety and environmental performance—tracked using a Balanced Scorecard with leading and lagging indicators and metrics. • Subcontractor Qualification—implement this process to promote safety and safety plan compliance on multi-employer job sites. • Six Sigma and Lean—use these productivity tools to enhance safety on job sites. • Drug and Alcohol Policy—mandatory DOT required for-cause and post-accident testing after recordable injuries and property damage. • Motor Vehicle Records Search—annual checking of driving records of employees driving company vehicles. JOBSITE SAFETY EQUALS CUSTOMER VALUE At Trane safety is part of our culture for every employee. What this means to our customers is fewer job site accidents and the delays and liability concerns that come along with them. What this means to our staff is greater confidence in the practices and procedures they use on the job and the pride that comes from working for one of the premier service organizations in the world. Tighter safety standards and fewer accidents can also lead to better on-time project completion and higher quality results. When you use Trane Building Services to install, maintain or upgrade your building systems you will take full advantage of our superior safety program, low incident rates and subcontractor safety management procedures. These help you manage project risk more effectively than you could using multiple contractors or even a single prime contractor with a less impressive safety record. Page 91 of 593 Agenda Item #4. 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) 768-044010 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 92 of 593 Agenda Item #4. "The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement/bid documents and specifications ] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WK"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/." Page 93 of 593