Loading...
HomeMy WebLinkAboutAgreement_General_3/14/2024_Diligent (iCompass) Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org Village Clerk's Office Memorandum TO: Jeremy Allen, Village Manager FROM: Lori McWilliams, Village Clerk DATE: 2/28/2024 SUBJECT: Agreement—Amendment to Dilgent Agreement (iCompass) The Clerk's Office has decided to remove the Board Manager package from our iCompass subscription. After careful consideration and many hours working with Diligent, we have found this component of the program does not align with our internal needs. I have contacted Diligent and requested the removal of this service from our subscription. This decision will result in a cost-saving for the Clerk's Office, reducing our annual subscription cost from $7,800 to $6,400, saving us $1,400 per year. DocuSign Envelope ID:0788DD59-1F2A-4F73-9FD0-3F9DC7C958C9 Diligent Agreement Number: Q-1266140 ORDER FORM This Order Form is made by and between Village of Tequesta (hereinafter "Client") whose principal place of business is 345 Tequesta Drive, Tequesta, Florida, United States 33469 and Diligent Corporation (hereinafter "Diligent"),whose principal place of business is located at 1111 19th St NW,8th Floor,Washington DC 20036.The Order Form is effective as of the Effective Date,as defined below. Each of Client and Diligent are a"Party"and are together the"Parties."All amounts are in USD currency. A.Terms This Order Form, together with the applicable General Terms and Conditions as identified at httns://diliaent.com/governance-cloud-terms-conditions and the applicable Product Terms as identified at https://diligent.com/12roduct-temis, form the entire agreement between the parties in respect of the products and services set forth in this Order Form(the"Agreement").For purposes of this Agreement,in the event of any conflict between the Order Form and the General Terms and Conditions, the Order Form shall control. Notwithstanding anything to the contrary in any purchase order or other document provided by Client,any product or service provided by Diligent to Client in connection with a purchase order related to this Order Form is conditioned upon Client's acceptance of the Agreement. Any additional,conflicting or different terms proffered by Client in a purchase order or otherwise shall be deemed null and void. B.Diligent Services SUBSCRIPTIONS Descri lion Start Date End Date Quantity Annual Price Per Total Annual Price Meeting Manager Pro February 20,2024 February 19,2025 1 1 3,850.00 USD 3,850.00 USD Audio Manager February 20 2024 February 19,2025 1 1 2,550.00 USD 2,550.00 USD Total Annual Subscription Fee: 6,400.00 USD One-Time Installation Fee: 0.00 USD As of the execution of this Order Form,Client will receive a credit totaling 1,400.00 USD(plus applicable taxes)for the subscriptions and/or services purchased under this Order Form.Upon execution of this Order Form,Diligent will issue billing documents for such subscriptions and/or services, which may include invoices or credit memos as applicable. Pricing is valid until March 07,2024.If the Agreement received is executed by Client after this date, Diligent may accept or reject the Agreement in its sole discretion. The "Effective Date" of this Agreement shall be the Start Date as set forth above and the Initial Term of the Agreement shall run from the Effective Date through the End Date as set forth above. After the Initial Term,the term of the Agreement will automatically renew for additional 1 year Renewal Terms, unless either Party provides the other written notice of non-renewal no later than 30 days prior to the expiration of the Initial Term or any Renewal Term.For each year of the Term,pricing shall increase by 8.00%on each anniversary of the Effective Date. Any notices of non-renewal issued by Client to Diligent must be provided to billinena.dilieent.com.All Subscription Fees shall be payable on an Annual basis in advance.All payments are due Net 30 days from the date of invoice. DocuSign Envelope ID:0788DD59-1F2A-4F73-9FD0-3F9DC7C958C9 SDiligent Agreement Number:Q-1266140 C.Notices And Client Information Invoicing Notices Client Contact Name: (��1 � �t1 I L v, ��iC(,lJ�Qi� L�✓� ,@yl <It za ms Address: Syr e U,ef br• Q e T c� � Billing Contact: Brad crf, L✓i Phone: E-mail: Additional Email: AMERContract@diligent.com VAT/Tax ID: �S• O l7 5� 3a 9 G -' Purchase Order: IF APPLICABLE: G t ax-exempt Entity:Please attach a copy of your tax-exemption certificate to this Order Form. Notices to Diligent: Except as otherwise identified,all notices to Diligent shall be sent to: Lesalgdiligent.com D.Additional Terms 1. This Agreement in particular supersedes the previous agreement between Client and Diligent dated February 20,2019(the"Preceding Contract"),which Preceding Contract is hereby terminated by the Parties as of the Effective Date and provided that nothing under this Agreement relieves Client of any liability for fees due under the Preceding Contract that are attributable prior to the Effective Date. Any fees that have been prepaid under the Preceding Contract that are attributable from the Effective Date onward shall be applied to the fees due from the Client to Diligent under this Agreement. For the avoidance of doubt,this Section does not relieve Client of any liability for the fees due pursuant to this Agreement. DocuSign Envelope ID:59981987-A363-44A7-90A5-2CA7E3330EOB DocuSign Envelope ID:0788DD59-1F2A-4F73-9FD0-3F9DC7C958C9 Diligent Agreement Number:Q-1266140 IN WITNESS WHEREOF,the Parties hereto have executed the Agreement as of the Effective Date. Village of Tequesta Diligent Corporation ("Client") ("Diligent") EDceuSi�gmd by, By• By: G�-41 i A27D396164B5406... Name: �8r1� y.��� Name: J `�') Adam Ginsberg Job Title: V tq�.( (�nde�w Job Title:Chief Accounting Officer Date: 3 � t o Date: February 29, 2024 1 6:S8 PM EST 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. "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/." E-Verify Affidavit Bid/Proposal Number: Project Description: In accordance with Section 448.095, F.S., Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of- 1. All persons employed by the Contractor to perform employment duties within Florida during the term of the contract; and 2. All persons (including SUBCONTRACTORS) assigned by the Contractor to perform work pursuant to the contract. The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the Village of Tequesta. Contractor further agrees to retain sufficient evidence of their enrollment in the E-Verify System and provide such evidence to the Village of Tequesta upon request. Sufficient evidence shall consist of a printed copy of the completed E-Verify Company Profile page, obtained from https://www.e- verify.gov. Contractor also agrees to obtain from each of its subcontractors/subconsultants an affidavit stating that the subcontractor/subconsultant does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(1)(k), F.S. Contractor further agrees to maintain a copy of any such affidavit from a subcontractor/subconsultant for, at a minimum, the duration of the subcontract and any extension thereof. By affixing your signature below, you hereby affirm that you will comply with all E-Verify requirements. Company name Federal Employer Identification No. Signature Date Print Name Title STATE OF FLORIDA PALM BEACH COUNTY Sworn and subscribed before me by means of❑physical presence or[]online notarization on this day of ,20 by ,who is personally known to me or has produced as identification and who did/did not take an oath, in the state and county first mentioned above. Notary Public (affix seal) My Commission Expires: 0000059 12/17/21 1 DR-14 Consumer's Certificate of Exemption R.01/18 Hi Issued Pursuant to Chapter 212, Florida Statutes FLOffir 85-8015833079C-7 02/28/2022 02/28/2027 MUNICIPAL GOVERNMENT Certificate Number Effective Date Expiration Date Exemption Category This certifies that VILLAGE OF TEQUESTA 345 TEQUESTA DR JUPITER FL 33469-3062 is exempt from the payment of Florida sales and use tax on real property rented, transient rental property rented,tangible personal property purchased or rented, or services purchased. DR-14 8 j Important Information for Exempt Organizations R.01/18 FLORIDA 1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases. See Rule 12A-1.038, Florida Administrative Code(F.A.C.). 2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's customary nonprofit activities. 3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be reimbursed by the organization. 4. This exemption applies only to purchases your organization makes. The sale or lease to others of tangible personal property,sleeping accommodations, or other real property is taxable. Your organization must register, and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this requirement except when they are the lessor of real property(Rule 12A-1.070, F.A.C.). 5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third-degree felony. Any violation will require the revocation of this certificate. 6. If you have questions about your exemption certificate, please call Taxpayer Services at 850-488-6800. The mailing address is PO Box 6480, Tallahassee, FL 32314-6480.