HomeMy WebLinkAboutDocumentation_Regular_Tab 05_3/13/2025 Agenda Item #5.
Regular Council
STAFF MEMO
Meeting: Regular Council - Mar 13 2025
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. Remembrance Park, Overhead Power Utility Removal and Underground Services,
$167500.48. B. PNC Bank Lock Box Agreement for Collections of Emergency Medical Transport
Fees, $8400/year, C. CivicPlus AudioEye Services $2,500/year, D. Work Authorization to Kimley-
Horn and Associates, Inc. for As-Needed General Engineering Services, $12,000
Consider Approval of Contracts Signed by Manager Under $25,000 (Per Village Ordi-nance we are
presenting the following agreements, proposals, commitments and memo-randum of understanding
to Council.)
A. Remembrance Park, Overhead Power Utility Removal and Underground Services, $16,500.48.
B. PNC Bank Lock Box Agreemnt for Collections of Emergency Medical Transport Fees, $8400/year,
C. CivicPlus AudioEye Services $2,500/year,
D. Work Authorization to Kimley-Horn and Associates, Inc. for As-Needed General Engineering
Services, $12,000
This document and any attachments may be reproduced upon request in an alternative format by
completing our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-
768-0443.
BUDGET • - •
BUDGET AMOUNT NA AMOUNT AVAILABLE NA EXPENDITURE AMOUNT: NA
FUNDING SOURCES: NA IS THIS A PIGGYBACK:
❑ Yes M N/A
DID YOU OBTAIN 3 QUOTES?
❑ Yes ❑x N/A
COMMENTS/EXPLANATION ON SELECTIONN/A
Page 22 of 262
Agenda Item #5.
Remembrance Park Power Utilties Expenses
PNC Lock Box Agreement
CivicPlus AudioEye
Kimlev-Horn Work Authorization
Page 23 of 262
Agenda Item #5.
V1* 11age of Tequesta
345 Tequesta Drive 561-768-0700
Tequesta, FL 33469 www.tequesta.org
d 'r
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Tequesta Public Works Department Memorandum
To: Jeremy Allen, Village Manager
From: Douglas M. Chambers, Director Public Works
Subject: Remembrance Park Project—Costs Associated with overhead Power Utility
Removal and Underground Services
Date: February 21, 20257
As part of the development of Remembrance Park, it is the Village's intent to remove the
electrical utilities electric service from overhead to underground service to improve
aesthetics, safety, and reliability. The removal of the existing overhead utility infrastructure
and the installation of-underground services outside of the project site were not included in
the contractor's scope of work.
The Village of Tequesta is responsible for costs associated with the removal of overhead
power utility service and the installation of new underground electrical services outside of
the Remembrance Park Project site. The contractor's responsibilities are limited to installing
underground service piping on the project site, boring under Seabrook Road, and
connecting the new underground electrical service to Florida Power & Light's (FPL) new
service location on the east side of Seabrook Road within the Village right-of-way.
To facilitate this transition, the Village paid FPL directly for the removal of the old overhead
power lines and transformer, as well as for the installation of a new transformer, riser,
underground power lines, and a hand hole outside of the project site. The Village issued a
check to FPL in the amount of$16,500.48 to cover these services.
Although not a change order to the contractor, the cost for these services has been
accounted for within the project's budget in account 303-231-663.600-40003.
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:LLbit.IYL3mnfeU4
Page 24 of 262
Agenda Item #5.
To ensure proper service to the park, the Village coordinated directly with FPL to complete
the necessary electrical upgrades. This included:
• Removal of existing overhead power lines and transformer.
• Installation of a new transformer and riser.
• Laying underground power lines and installing a hand hole outside of the project
site.
The contractor remains responsible for:
• Installing a new underground service pipe within the project site.
• Boring under Seabrook Road.
• Connecting the underground electrical service to FPL's new service location in the
Village right-of-way.
The total cost for the work performed by FPL is$16,500.48, which was paid directly by the
Village. This expenditure is required for the underground electrical service to
Remembrance Park and to maintain alignment with the project's overall infrastructure
improvements.
This agenda item is being presented to ensure full transparency regarding project costs
and to document the Village's responsibility in this scope of work.
Doug Chambers
Director
Department of Public Works
Page 2 of 2
Page 25 of 262
Agenda Item #5.
'PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida.Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. if the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement,the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from-the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
11.9, 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
1mcwi11iams@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 26 of 262
Agenda Item #5.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA")
by ensuring that the Contractor's [agreement/bid documents and specifications] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images,graphics,text, audio,video, and multimedia,shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World wide web Consortium CWK"), Web Accessibility Initiative ("WAI"), available at
www.w3.org/TR/WCAG/.'-'
Page 27 of 262
Agenda Item #5.
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345 Tequeata Drive 561'760'0700
Tequestu, FL 33469 wvvv".tequeute.or0
MEMORANDUM
DATE: February Z8, 2OZ5
TO: Jeremy Allen, Village Manager
FROM: Jeff Snyder, Finance Director
SUBJECT: Implementation of Lock Box Contract with PNC Bank
We are pleased to announce the implementation of a lock box arrangement with PNC Bank to
enhance the efficiency of our operations. This initiative is a significant step forward in
modernizing our current manual process, which requires daily scanning of multiple documents
and transmitting them to EMS M[, our contractor.
By leveraging the lock box system, we will streamline collections and processing, significantly
reducing the time and effort currently expended by our staff. Additionally, this transition will
strengthen internal controls, mitigating the risk of manual errors and enhancing overall
operational accuracy.
Our contractor, EMS MC is on track to collect upwards of$400,000. With the introduction of the
lock box ($8,400/yr), we anticipate improved efficiency in managing these collections, ensuring
prompt and secure processing of payments.
Thereare two agreements with PNC Bank that legally define the responsibilities of both parties.
These agreements have been thoroughly reviewed and approved by the Village Attorney,
ensuring compliance and clarity in our partnership with the bank.
This change aligns with our commitment to operational excellence and financial integrity. Further
details regarding implementation timelines and procedural adjustments will be communicated
in the coming weeks. If you have any questions or require additional information, please feel free
to reach out.
Thank you for your cooperation and support in this transition.
Attachments:
PNC Treasury Management Services Agreement
Collective Banking Resolutions: Master Resolutions
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Clerk's Office at5Gl'768'O44Dorbm completing our accessibility form: https:l/bit.ly/3mnfeU4
Page 28 Of 262
Agenda Item #5.
PNC TREASURY MANAGEMENT SERVICES AGREEMENT
GENERAL TERMS AND CONDITIONS
1. Agreement for Accounts and Services
1.1 Parties. This Agreement contains the terms a d conditions under which PNC will provide accounts and
selected Services to a customer effective as of /2202 .
1.2 Definitions. Capitalized terms that are used in this Agreement and not otherwise defined herein shall
have the meaning ascribed to such terms in Addendum A attached hereto.
1.3 Business Use. Customer shall use the Services solely to carry on its lawful business.Further,Customer
shall not use any of the Services to process or facilitate transactions for or on behalf of any third party without
obtaining PNC's prior written consent.
1.4 Responsibilities of the Customer.
1.4.1 Joint and Several Liability. Each Party who participates in any of the selected Services, will be
subject to the provisions of this Agreement and any other applicable documentation provided by PNC
to Customer prior to and during Service implementation,including but not limited to each respective
Service Schedule. Further,each Party who participates in any of the selected Services,will be jointly
and severally liable to PNC.
1.4.2 Affiliate Use. Customer must notify PNC in writing before any other affiliate or legal entity uses a
Service and must sign all documentation as PNC may reasonably require.The Customer represents
and warrants that each participating affiliate or legal entity is duly authorized by law and by all
necessary Parties and that each is aware of their obligations under this Agreement and any other
applicable documentation. The Customer will provide to PNC upon request evidence of such
authorization for such entities to use the selected Services. PNC may continue to rely on the
information supplied by Customer until PNC receives written notice of any change and has had a
reasonable opportunity to act on such notice.
1.4.3 Service Schedules. Each Service Schedule applicable to a particular Service is available on the
Services Portal(www.PNC.com/TM Documents).Prior to Customer accessing or using any of the
Services, Customer shall review the relevant Service Schedule(s) for such Services and Customer
acknowledges and agrees that it has been given access to such Service Schedules)via the Services
Portal. By accessing or using a Service, Customer agrees to the terms and conditions set forth in
the applicable Service Schedule for such Service. Each such Service Schedule is incorporated by
reference into this Agreement. In the event of a conflict or inconsistency between any provision of
these General Terms and Conditions and any provision of a Service Schedule,the provision set forth
in the Service Schedule shall control.
1.5 Fees.
1.5.1 Standard Fees. PNC will charge Customer its standard fees for the Services unless otherwise
mutually agreed to in writing. PNC will provide prior written notice of fee changes.
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Agenda Item #5.
1.5.2 Account Analysis. PNC will perform a monthly account analysis to determine if Customer's
applicable account balances are sufficient to offset that month's fees. Customer may request to
have compensating balances offset fees, in lieu of receiving a monthly invoice. If compensating
balances are not sufficient to offset the fees, PNC will debit one of Customer's accounts for the
difference,which Customer may designate for that purpose.
1.5.3 Combined Compensating Balance. Monthly fees will be itemized on Customer's monthly account
analysis statement. If Customer requests PNC to use the combined compensating balances of a
Legal entity to offset the fees incurred by a different legal entity, Customer represents and
warrants to PNC that such use is authorized, has been properly disclosed to third parties if
required by law,and will not violate any law,contract or any other obligation owed to any person,
including any beneficial owner of the compensating balances or any customer of Customer or
such other entity. There may be certain fees that Customer may not pay by compensating
balances. PNC will debit one of Customer's PNC accounts for such fees.
1.6 Scope.
1.6.1 Effective Date. As of the Effective Date this Agreement, and as may be updated, will govern all
Services selected.Customer shall at all times be responsible for ensuring it reviews the applicable
Service Schedule prior to utilizing any Service.
1.6.2 New Services. Any Services which Customer may select and add subsequent to the Effective Date
of this Agreement, shall also be governed by this Agreement and the applicable Service
Schedule(s). Customer shall access the Services Portal and review each additional Services
Schedule(s) prior to selection of any such Services and will be subject to PNC's standard fees for
such additional Services.
1.6.3 Acceptance. Customer's use of a new Service or continued use of an existing Service will ratify its
acceptance of the applicable terms and conditions for that Service.
20 Deposit Account Services
2.1 Deposits to Account.
2.1.1 Making Deposits. Customer may make deposits to the Account during normal business hours at
any PNC branch, by mail and at any time electronically. If available for business accounts in
Customer's market, Customer may also make deposits by automatic or telephone transfer,or at
an ATM that accepts PNC deposits.
2.1.2 Refusal of Deposit. If a check Customer deposited does not have Customer's endorsement, PNC
may endorse it for Customer or treat the check as if PNC had endorsed it. PNC is not bound by
any conditional or restrictive endorsements on a check (e.g.,a requirement that each check have
more than one signature) or by any endorsement "without recourse". PNC reserves the right to
refuse to accept for deposit any item which does not bear a proper endorsement,which is payable
to someone other than Customer or under any other circumstances in PNC's sole discretion.
Customer will be liable for any resulting losses if the Customer's endorsement is made
improperly.
2.1.3 Verification. All deposits are subject to verification and Customer should retain a copy of any
document that evidences each deposit. PNC will not be liable for any deposit that it does not
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Agenda Item #5.
receive. PNC reserves the right to adjust Customer's Account upon verification of any deposit or
for errors related to the Account.
2.1.4 Non-Cash Deposits. All non-cash deposits are posted to the Account subject to PNC's receipt of
"final payment" from the bank or other party on which the item is drawn. If PNC receives notice
that an item is being returned to PNC unpaid, or if PNC does not receive final payment, PNC will
charge Customer's Account consistent with this Agreement.
2.1.5 Fund Transfers. Credits to a Customer's Account for an automated clearinghouse credit entry or
other fund transfer are provisional until PNC receives final settlement through a Federal Reserve
Bank. PNC may rely on the Account numbers given to PNC by the financial institutions or other
persons who send the fund transfer to PNC,and PNC will not be liable to Customer if PNC credits
a fund transfer intended for Customer to another customer's account because the sender
instructed PNC to credit an incorrect account number. If PNC does not receive final settlement or
payment, PNC will charge Customer's Account as described in this Agreement.
2.1.6 Final Payment. If PNC does not receive final settlement for a Fund Transfer or final payment for a
non-cash deposit, Customer agrees to refund the amount credited to Customer's Account. PNC
will charge the Account for the amount of the credit, for any interest, and for applicable charges.
If the charge-back of a returned non-cash deposit, refund of a fund transfer, or a bank charge
creates an overdraft, Customer agrees to pay PNC the amount of the overdraft immediately,and
PNC may charge Customer's Account a service charge for the overdraft. For more information,
please see PNC's Funds Availability Policy, which may be amended from time to time and is
available on the Services Portal. PNC will charge any fees incurred to collect a deposited item to
Customer's Account and may impose a service charge for the collection.
2.1.7 Right to Refuse. PNC reserves the right to refuse or to return all or part of a deposit at any time.
All deposits and credits to Customer's Account are subject to review for compliance with
applicable law,which may result in delays in posting such deposits or credits. PNC may require a
check be deposited into Customer's Account instead of cashing it.
2.1.8 Check Image Errors. Customer's deposit or issuance of a check that does not use check form or
check stock provided or approved by PNC, may result in errors in processing a check image
created from such a check.To the extent permitted by law, PNC shall have no liability to Customer
in the event that Customer incurs a loss from such errors.
2.1.9 Substitute Check Documents. Customer shall not deposit a Substitute Check Document without
PNC's express written consent. PNC's acceptance for deposit of a Substitute Check Document
shall not be deemed a waiver of the foregoing prohibition. Customer shall not identify PNC as a
"reconverting bank" or "truncating bank" on a Substitute Check Document that Customer
deposits at any other financial institution or transfers to any other person.
2.2 Real Time Payments. Customer agrees not to effectuate or receive a payment on behalf of any person
that is not a U.S. citizen or resident using the Clearing House Association's Real-Time Payment Network.
2.3 Remotely Created Checks. If Customer deposits a Remotely Created Check with PNC, Customer
represents and warrants that the check is authorized to be paid in the amount stated and to the payee named on
the check. PNC may honor Remotely Created Checks authorized by Customer in the amount stated on the check
and to the payee named on the check.All of the terms in this Agreement and under applicable law that apply to a
i
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Agenda Item #5.
"check" and/or "item" apply to Remotely Created Checks, including without limitation substitute checks created
from Remotely Created Checks and check images of Remotely Created Checks.
2.4 Withdrawals from Account.
2.4.1 Permitted Withdrawals. PNC may pay or return any transaction upon presentment if Customer's
Account balance is less than the amount of that transaction. Checks or other debit items or
withdrawal orders presented against insufficient ledger or available funds are subject to a service
charge. If there are sufficient funds to cover some but not all of Customer's withdrawal orders,
PNC may exercise its discretion in paying some but not all of the items in any order. PNC's general
practice is to post withdrawals from Customer's Account according to the date and time PNC
receives notice of the transaction. The order in which PNC processes these withdrawals may
affect the total amount of overdraft item fees and returned item fees charged to Customer's
Account. PNC will not be responsible for damages or wrongful dishonor if any item is not paid as
a result of the order in which PNC processes the withdrawals. If, in PNC's sole discretion, PNC
permits withdrawals for which there are not sufficient available funds, or Customer otherwise
overdraws the available funds in Customer's Account, Customer agrees to repay PNC
immediately the funds advanced. PNC will assess Customer's Account a service charge,and PNC
may also assess Customer's Account an interest charge, which will be separately disclosed to
Customer, each day on the amount of the overdraft. At no time shall PNC be required to allow
Customer to overdraw its Account, even if PNC allowed such activity on one or more previous
occasions. If, within a reasonable time, Customer does not deposit sufficient funds to bring its
Account current of incurring an overdraft,then PNC may charge Customer a fee for services used
to recover the outstanding indebtedness.
2.4.2 Sufficient Funds Determination. PNC may conclusively rely on any deposits or withdrawals posted
to Customer's Account and pending electronic transactions for which PNC has received notice,
even if the notice incorrectly describes the transaction or transactions have not yet posted to the
Customer's Account. This could result in an overdraft if sufficient funds are not available in
Customer's Account to satisfy a withdrawal request. PNC will not be responsible for damages or
wrongful dishonor if any item is not paid because of insufficient funds. If Customer's Account is a
Sweep or a Zero Balance Account, PNC will not consider pending electronic transactions in
determining whether Customer has sufficient funds to cover a withdrawal. Please review the
Funds Availability Policy,which is available on the Services Portal,for more information.
2.4.3 Check Date. PNC WILL NOT BE LIABLE TO CUSTOMER FOR PAYING CHECKS WHICH ARE POST-
DATED, STALE-DATED (OLDER THAN SIX MONTHS) OR UNDATED. If Customer does not wish
PNC to pay a check Customer has issued, Customer must place a stop payment order with PNC
and renew such stop payment order every six months.
2.4.4 Approved Check Forms. Customer agrees to use only check forms supplied or approved by PNC.
PNC uses automated means to process Customer's checks. Customer agrees that PNC is not
obligated to inspect any specific check, monitor nonstandard instructions or other legends
appearing on checks, and reasonable commercial standards do not require PNC to do so.
Customer agrees that PNC does not have to notify Customer if PNC refuses to pay a check
Customer has written,if PNC pays a check that overdraws Customer's Account,of if PNC imposes
a fee in connection with either of these events.
2.4.5 Withdrawals by Check. If Customer makes withdrawals by check, the check must be properly
completed and signed by the person(s) whose authority is on file with PNC. PNC may refuse to
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Agenda Item #5.
honor a withdrawal if it receives conflicting instructions from two or more authorized signers or if
there is reasonable doubt as to who is authorized to make a withdrawal. Customer agrees that its
internal restrictions on authorized signers are for Customer's internal use only and do not bind
PNC even if Customer has made PNC aware of them.
2.4.6 Charges for Cashinq Checks. PNC reserves the right, in its sole discretion,to refuse to cash or to
impose a charge on anyone who asks PNC to cash a check that Customer has written. PNC will
not be liable to Customer for dishonor of Customer's check, or otherwise, as a result of such
refusal.
2.5 Multicurrency Accounts. Customer may, in accordance with PNC's policies and procedures, have a
Multicurrency Account.Generally,deposits and withdrawals may be made to and from Multicurrency Accounts only
by wire transfer, or by such other means as PNC may permit in its sole discretion.
2.5.1 Repay. PNC is not required to repay a deposit made at a non-U.S. branch or any deposit
denominated in non-U.S. Dollar currencies if repayment is prevented, prohibited or otherwise
blocked due to: (a)an act of war, insurrection, or civil unrest or strife, (b)any action by a non-U.S.
governmental authority or instrumentality or authority asserting governmental, military,or police
power,whether recognized as a government or not,or by any political or revolutionary political or
social party or movement that usurps or materially impairs an otherwise normally operating civil
authority, or (c) the closure of a non-U.S. branch to prevent, in PNC's sole and reasonable
judgment, harm to PNC's employees or property.
2.5.2 Applicable Laws. All currency transactions are subject to exchange control regulations of the
United States, the laws of the country or jurisdiction of the currency, and the laws of any other
branch where the account is maintained.
2.6 Foreign Currency Transactions.
2.6.1 In the event that a Service involves payment from or to Customer in a foreign currency,Customer's
account shall be debited or credited in U.S. dollars with conversion based on PNC's then quoted
rate for the foreign currency, plus or minus PNC's fees and expenses; however, if Customer's
Account is designated as a foreign currency account,all transactions in the Account will be in the
applicable foreign currency,subject to this Section. If Customer makes a payment to a beneficiary
in a foreign country, PNC may deliver that payment in the applicable foreign currency, even if
Customer has advised PNC to send it in U.S. dollars. Certain charges for foreign exchange, or
otherwise, may be deducted from the amount of the payment. Regardless of whether Customer
provides specific direction regarding use of a specific intermediary bank, PNC may use any
intermediary bank that PNC selects to make payments. The effective date of any payment order
initiated by Customer in a foreign currency will be subject to PNC's cutoff times, holiday schedules
(in the United States and internationally)and PNC's obligations to comply with all applicable laws
and regulations prior to executing the payment order. Customer acknowledges that foreign
currency exchange rates are subject to change at any time. Customer agrees to assume the risk
of any change in exchange rate between the time Customer requests a payment and the time the
payment is completed, cancelled, rejected, or returned.
2.6.2 As to any Service involving payment from or to Customer in a foreign currency, Customer and PNC
agree that,except as provided in this Section,a Currency Event will not have the effect of altering
any term,discharging,or excusing performance,or giving PNC the right to terminate or alter,this
Agreement,any documentation for such Service,or any transaction under such Service.Customer
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Agenda Item #5.
agrees, however, at PNC's request to compensate PNC for any loss, cost, expense, or reduction
in return that PNC has incurred orsustained because of a Currency Event and that would not have
been incurred or sustained but for the provision of a Service to Customer. PNC will deliver to
Customer a certificate setting forth PNC's determination of the amount or amounts necessary to
compensate PNC for any such loss, cost, expense, or reduction in return, which certificate shall
be conclusive absent manifest error.
2.6.3 Unless otherwise agreed by the parties to a transaction,each currencywith respect to a particular
country will be deemed to include any Successor Currency of that country. If after the trade date
and on or before the settlement date of a transaction,a country has lawfully eliminated,converted,
redenominated, revalued or exchanged its Original Currency in effect on such trade or between
the trade date and settlement date for a Successor Currency,then,any Original Currency amounts
will be converted to the Successor Currency amount. If there is more than one such date,the date
closest to the settlement date will be used. Notwithstanding the foregoing,and subject to anything
agreed to by the Parties,the consequences of such substitution or replacement will be determined
in accordance with applicable law.
2.6.4 Customer and PNC will use reasonable efforts, to amend this Agreement or any documentation
for a Service to reflect such Currency Event and to place Customer and PNC in substantially the
same position with respect to the settlement of payments in the Successor Currency.
2.7 Check Presentment. Customer's Account may be debited on the day an item is presented by electronic
or other means, or at an earlier time based on notification received by PNC that an item drawn on Customer's
Account has been deposited for collection in another financial institution. A determination of Customer's Account
balance for purposes of deciding to pay or return an item or debit due to insufficiency of available funds may be
made at any time between the receipt of such presentment or notice and the time of payment or return of the item
or debit, and no more than one such determination need be made.
2.8 Transaction Limitations. If Customer has a Money Market Deposit Account, PNC reserves the right to
require that Customer give PNC notice in writing of an intended withdrawal from Customer's Account not less than
seven (7)days before such withdrawal is to be made. If PNC permits Customer to make withdrawals without giving
PNC notice, PNC may still require Customer to give PNC notice prior to subsequent withdrawals. Customer may
make unlimited withdrawals or transfers from Customer's Money Market Deposit Accounts, regardless of how the
withdrawals or transfers are made. Customer will be charged if Customer makes more than a total of six (6)
transfers to other accounts or to third parties during each monthly statement period.
2.9 Stop Payments. Customer may stop payment on a withdrawal order or on any check,except for cashier's
checks, official checks,or other cash equivalent items, in accordance with this Section.
2.9.1 Receipt of Stop Payment Order. PNC must receive Customer's stop payment order at a time in a
manner that gives PNC a reasonable opportunity to act on it prior to payment of the item.A STOP
PAYMENT ORDER IS EFFECTIVE FOR SIX(6) MONTHS FROM THE DATE THE ORDER IS RECEIVED
AND MAY BE RENEWED FOR ADDITIONAL SIX-MONTH PERIODS. PNC will accept stop payment
orders issued by any person with signing authority on Customer's Account, regardless of who
initiated the check or other withdrawal order, and even if more than one signature is required on
a check or withdrawal order. Stop payment orders are subject to PNC's current charge for that
service.
2.9.2 Placinq a Stop Payment Order. Customer may place a stop payment order at any branch office,
by calling PNC at the telephone number on Customer's statement, by writing to PNC at the
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Agenda Item #5.
address on Customer's statement, or by any other notice method PNC agrees to honor. PNC will
request information about the check or other withdrawal order to be stopped.
2.9.3 Inadvertent Payment. STOP PAYMENT ORDERS ARE PROCESSED BY COMPUTER. UNLESS THE
AMOUNT OF THE ITEM AND OTHER INFORMATION ARE REPORTED ABSOLUTELY ACCURATELY,
PNC CANNOT ASSURE THAT THE ITEM CUSTOMER WANTS STOPPED WILL NOT BE PAID. In the
event PNC inadvertently pays an item over Customer's valid stop payment order, PNC may refuse
to recredit Customer's Account if Customer owed the money to the payee(s). Customer will be
required to provide evidence satisfactory to PNC of the amount of Customer's loss. If PNC
recredits Customer's Account, Customer shall be deemed to have assigned to PNC its rights
against the payee(s), both on the item and the underlying claim, and PNC may require Customer
to sign an affidavit that Customer did not receive full value from the transaction for which the
check was issued and otherwise cooperate in PNC's recovery efforts.
2.10 Use of Check Images and Substitute Checks. For purposes of this Agreement, references to "checks"
includes electronic images of a check created by PNC,a collecting bank, returning bank, Federal Reserve Bank or
processor which receives the original check and "substitute checks". Except as provided in this Section, Customer
acknowledges that check images and substitute checks will be processed by PNC in the same mannerthat it would
process the original check. Customer also agrees that PNC may destroy any original check that has been imaged
or returned as a substitute check.
2.11 Acknowledgement of Applicable Rules and Regulations. Customer acknowledges that transactions into
and out of Customer's Account may also be subject to applicable clearinghouse and Federal Reserve Bank rules
and regulations.
2.12 Interest Bearing Accounts; Calculation of Interest. The following provisions apply to interest-bearing
business Accounts:
2.12.1 Changes. Interest rates are variable and PNC in its sole discretion may change the interest rate
and annual percentage yield on Customer's Account any time without limitation or notice.
2.12.2 Reporting. PNC may withhold, report, and pay to the government a percentage of the interest
earned on Customer's Account as required by law.
2.12.3 Methods of Calculation. For all interest-bearing Accounts except for Corporate Analysis Checking
with Interest, PNC uses the daily balance method to calculate the interest on Customer's Account.
This method applies a daily periodic rate to the principal in the account each day. Tiered-rate
Accounts earn interest on the entire Account balance each day at the interest rate and annual
percentage yield in effect for that day's balance.
2.12.4 Interest Accrual. Interest begins to accrue on interest-bearing checking Accounts no later than
the business day PNC receives credit for the deposit of checks and other non-cash items. Interest
begins to accrue on money market deposit Accounts based on the day funds are available to
Customer for withdrawal. Interest on business interest-bearing checking and money market
Accounts is compounded and credited monthly. The average monthly balance is calculated by
adding the principal in Customer's account for each day of the month and dividing that figure by
the number of days in the month.
2.12.5 Corporate Analysis Checking with Interest. For Corporate Analysis Checking with Interest, PNC
uses the average monthly investable balance (1.e., the average collected balance less reserves, if
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applicable) to calculate earnings credit and interest on Customer's Account. PNC will perform a
monthly analysis on Customer's Account(s)with PNC to determine if Customer's average monthly
investable balance for the month is sufficient,as determined by PNC,to compensate PNC for that
month's fees. Balances used to compensate PNC for fees shall not earn interest. PNC will then
apply a daily periodic rate to the average investable balance in excess of balances needed to offset
transaction and maintenance fees, multiplied by the number of days in the month. Interest is
earned on the excess account balance at the interest rate in effect on the last calendar day of the
month. Interest rates are subject to change at any time and may be tiered. The earnings credit
rate and the interest rate may not be the same.Any interest earned will be credited to Customer's
Account no later than the last business day of the month following the month of the analysis.
2.12.6 Linked Accounts. For Accounts linked together for Account analysis, interest is earned on the
combined relationship's excess Account balance at the interest rate in effect for the appropriate
balance tier on the last calendar day of the month and will be credited to the settlement Account.
If Customer's analysis relationship includes balances that are owned by more than one company,
Customer is solely responsible to determine whether(a)all of the Account balances may lawfully
earn interest and (b)any interest payments need to be allocated to the companies included in the
analysis relationship.
2.13 Rule 370 Notification Requirements.
2.13.1 Beneficial Owners. If Customer has opened a deposit Account on behalf of the beneficial owner(s)
of the funds in the Account(for example as an agent, nominee, guardian, executor, custodian, or
funds held in some other capacity for the benefit of others),those beneficial owners may be eligible
for"pass-through"insurance from the FDIC.This means the Account could qualify for more than
the standard maximum deposit insurance amount(currently$250,000 per depositor in the same
ownership right and capacity). If PNC determines that this Account has transactional features as
defined in § 370.2(j) of the FDIC's Rules and Regulations, Customer as the Account holder must
be able to provide a record of the interests of the beneficial owner(s)in accordance with the FDIC's
requirements as specified below.
2.13.2 FDIC Guidance. The FDIC has published a guide that describes the process to follow and the
information Customer will need to provide in the event PNC fails. In addition, the FDIC published
an Addendum to the guide, section VIII, which is a good resource to understand the FDIC's
alternative recordkeeping requirements for pass-through insurance. The Addendum sets forth
the expectations of the FDIC to demonstrate eligibility for pass-through insurance coverage of any
deposit accounts, including those with transactional features. The Addendum will provide
information regarding the records Customer should keep on the beneficial owners of the funds,
identifying information for those owners, and the format in which to provide the records to the
FDIC upon PNC's failure.Customer must be able to provide this information within 24 hours after
the appointment of the FDIC as receiver in order to receive payment for the insured amount of
pass-through deposit insurance coverage as soon as possible.That information can be accessed
on the FDIC's website at https://www.fdlc.gov/deposit/deposits/brokers/part-370-
appendix.html.
Customer has the opportunity to validate that the file format and the information in it is appropriate
to facilitate the timely calculation of deposit insurance. Customer may contact its PNC
representative to do so.
2.13.3 Cooperation. Customer agrees to cooperate fully with PNC and the FDIC in connection with
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determining the insured status of funds in such Accounts at anytime. In the event of PNC's failure,
Customer agrees to provide the FDIC with the information described above in the required format
within 24 hours.As soon as the FDIC is appointed as receiver,a hold will be placed on Customer's
Account and will not be released until the FDIC determines that Customer has provided the
necessary data to enable the FDIC to calculate the deposit insurance. Customer understands and
agrees that its failure to provide the necessary data to the FDIC may result in a delay in receipt of
insured funds and legal claims against Customer from the beneficial owners of the funds in the
Account. If Customer does not provide the required data, Customer's Account may be held or
frozen until the information is received, which could delay when the beneficial owners would
receive funds. Notwithstanding other provisions in this Agreement,this Section survives after the
FDIC is appointed as PNC's receiver, and the FDIC is considered a third-party beneficiary of this
section.
2.14 No Extension of Credit. PNC is under no obligation to process Customer's instructions or transactions
if Customer's Account lacks an amount of sufficient funds.Nothing in this Agreement,shall be deemed to constitute
a commitment or offer by PNC to extend credit or grant overdraft privileges to Customer.
2.15 Instructions.
2.15.1 Reliance on Account or Other Identifying Number. If Customer (or a bank Customer has
authorized to initiate a draw-down Funds Transfer request or other debit against Customer's
Account with PNC) issues an Instruction containing an identifying or bank account number of the
beneficiary, PNC may rely on such number and without verifying such number or other
information and all without having liability to Customer. PNC may also rely, to the same extent
and without having any liability to Customer, on the identifying or Account number as the correct
identification of the beneficiary when PNC receives incoming Funds Transfers. If Customer issues
an Instruction to PNC in which the name and number identify different banks or the number
identifies a person other than a bank, PNC may rely solely upon the number in Customer's
Instruction as the correct designation of the bank. Accordingly, Customer agrees to compensate
PNC for any loss and expense incurred because of such reliance.
2.15.2 Cancellation or Amendment. PNC may execute Customer's Instruction as soon as it is received
unless PNC has specifically agreed to accept an Instruction for execution on a future date.
Customer will have no right to amend or cancel an Instruction once issued.
2.15.3 No Action on Instruction. PNC is not obligated to act on any Instruction and,where PNC does act,
there may be delays in processing an Instruction, including as a result of PNC reviewing such
Instructions against applicable laws,regulations, or regulatory guidance. PNC will not be liable to
Customer for any such delays or failure to act. If PNC rejects or does not act upon Customer's
Instruction in accordance with this section, PNC will notify Customer within a reasonable time.
Notwithstanding the foregoing, PNC shall have no liability to Customer or any other person by
reason of any delay in providing, or any failure to provide, such notice. Further, PNC will have no
liability to Customer in connection with an Instruction Customer attempts to issue to PNC which
PNC does not actually receive.
2.15.4 Instructions Received After Cut-Off Time. If an Instruction is received by PNC afterthe cut-off time
specified for the applicable Service or on a day that is not a Banking Day,then the Instruction shall
be deemed to have been received on the next Banking Day.
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2.16 Statements. At Customer's election, PNC will make available a monthly statement either electronically
or by mail to the last address that Customer has specified for its Account. This statement will list all activity that
relates to Customer's Account during the statement period and any other information required by law. Upon
receipt, Customer should review the statement carefully. IF CUSTOMER FAILS TO NOTIFY PNC,WITHIN 30 DAYS
OF RECEIPT OR AVAILABILITY OF THE STATEMENT OR OTHER WRITTEN OR ELECTRONIC REPORT OF
CUSTOMER'S ACCOUNT TRANSACTIONS, OF ANY PROBLEM OR DISCREPANCY THAT APPEARS ON THE
STATEMENT OR REPORT, PNC SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY ADDITIONAL LOSS,
INCLUDING BUT NOT LIMITED TO,ANY LOSS OF INTEREST RESULTING FROM CUSTOMER'S FAILURE TO NOTIFY
PNC. IN NO EVENT WILL PNC BE LIABLE FOR ANY UNAUTHORIZED TRANSACTION OR ANY FORGERY,
UNAUTHORIZED SIGNATURE OR ALTERATION OF AN ITEM ON CUSTOMER'S ACCOUNT THAT IS NOT BROUGHT
TO PNC'S ATTENTION WITHIN 30 DAYS OF THE DATE ON WHICH CUSTOMER'S STATEMENT OR REPORT WAS
RECEIVED OR MADE AVAILABLE TO CUSTOMER. Notwithstanding the foregoing,the time period for notifying PNC
or making a claim under the Check 21 Act,with respect to a substitute check or an image of a substitute check that
is sent with a statement or that appears on a statement, will be as set forth in the Check 21 Act. If Customer's
statement is returned to PNC,PNC will suspend further mailings until a current address is received.Customerwill
be deemed to have received any information PNC mails to Customer five (5)business days after the information is
mailed, even if it is returned to PNC as undeliverable. Customer will be deemed to have received information PNC
holds at Customer's request at the time PNC makes such information available for Customer to pick up.Customer
will be deemed to have received information PNC makes available to Customer electronically on the date PNC
makes the information available for access by Customer.
2.17 Special Notice for Holders of Attorney Trust Accounts Regarding Compliance with State Rules. If
Customer maintains an "Attorney Trust Account" or "IOLTA Account" (designations vary by state) with PNC,
Customer acknowledges that it is bound by its state's rules and regulations governing attorneys' conduct with
respect to such accounts, and Customer agrees that it is the attorney's or firm's responsibility to comply with all
applicable laws and rules regarding such Account. PNC is allowed to deduct certain routine service charges
(referred to as"reasonable service charges"in some, but not all,states)from the interest paid to Customer's state
on an Attorney Trust Account. Charges which are not reasonable service charges according to Customer's state's
rules and regulations will be the responsibility of the attorney or law firm handling the Account. Charges will be
assessed on a monthly analysis statement or charged to the attorney's or law firm's billing account. Charges are
set out in the business fee schedule,statement or other disclosure PNC provides to Customer.
2.18 Special ERISA Disclosure. If Customer's Account is held on behalf of a"pension plan"within the meaning
of section 3(2)(A) of ERISA, Customer represents that: (a) Customer is a responsible plan fiduciary within the
meaning of ERISA and its regulations with respect to the plan; (b) Customer is authorized under the terms and
conditions of the governing plan documents to enter into this Agreement and to retain PNC to perform the Services
contemplated herein; (c)Customer has received and reviewed PNC's ERISA section 408(b)(2)disclosure document
(available at www.pnc.com/408b2) describing the Services PNC provides and the compensation PNC receives
with respect to this Agreement;(d) Customer has determined that the arrangement for Services and any fees paid
to PNC are reasonable,and the Services provided by PNC pursuant to this Agreement are appropriate and helpful
to the plan; and (e) Customer has received all necessary disclosures regarding such fees, as required by, and in
accordance with,applicable regulations promulgated under ERISA section 408(b)(2).
2.19 Inactive Accounts. If Customer's Account is inactive and Customer has not otherwise communicated
with PNC about such Account for the period provided by law, PNC will be required to transfer the balance of
Customer's Account as"abandoned property"to the appropriate state authority. If Customer's Account is inactive
six or more months, PNC reserves the right to impose an inactivity charge on Customer's Account.Customer also
agrees that if its Account is inactive for six or more months,it will be subject to any new fees or fee increases which
go into effect during the period of inactivity. If Customer's Account is considered "abandoned property"and turned
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over to the applicable state governmental authority, Customer may be able to reclaim the funds by proving to the
governmental authority that Customer owns the funds and has met any other requirement under applicable law.
2.20 Adverse Claims to Funds in Account. PNC may place a hold on Customer's Account in the amount of any
funds for which there may be an adverse claim while PNC investigates the claim or until ownership of the funds is
established to PNC's satisfaction.
2.21 Money Owed. Except to the extent otherwise agreed with Customer in writing, any loans, charges,
service or analysis charges, overdraft or other obligations or other indebtedness now or hereafter owed to PNC by
Customer may be charged in whole or in part to the Account, to any other account(s) in Customer's name, or to
accounts of co-owners and of certain individuals, to the extent permitted by law. Customer grants PNC a security
interest and right of set-off in the balance in the Account and in any other account(s)in Customer's name,to pay all
loans,charges,service or analysis charges, overdrafts or other obligations or other indebtedness now or hereafter
owed to PNC and its affiliates by Customer. PNC may exercise its right of set-off without advance notice to
Customer and without regard to any other right that PNC may have against Customer or any other party.Such set-
off shall be effective immediately upon the occurrence of the event giving rise to the set-off rights even though PNC
may enter the setoff on its books at a later date. PNC's security interest and right of set-off shall prevail and take
priority over any adverse claim, change of ownership, pledge, attachment, garnishment, levy, court order or other
legal process of any kind whatsoever. Should one of these events occur, PNC may take any action permitted or
required by law.
2.22 Transfer of Ownership. CUSTOMER'S ACCOUNT IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT ON
PNC'S RECORDS. PNC must approve any pledge of Customer's Account as security for a debt, and any pledge
remains subject to PNC's security interest and right of set-off,unless PNC otherwise agrees in writing. If Customer
wishes to transfer ownership of its Account, PNC may require that Customer's Account be closed and a new one
be opened by and in the name of the new owner(s).
2.23 Death of Sole Proprietor. Following the death of a sole proprietor of an unincorporated business, the
balance in the Account shall be payable in accordance with applicable law upon presentation of appropriate
qualification documents and any required tax release.
2.24 Charges to Account. Customer's Account may be subject to various charges, including but not limited
to item charges, a monthly service charge, charges for the use of certain Account services, and late payment
charges as set out in the business fee schedule, statement or other fee disclosure PNC provides to Customer,
which are made part of this Agreement. Unless otherwise agreed,these charges will be deducted from Customer's
Account balance automatically and may cause Customer to become overdrawn or Customer's outstanding checks
to be returned unpaid. If funds in Customer's Account are attached, garnished, or levied against, or if PNC is
prohibited by law from paying on Customer's Account, PNC may assess a legal process charge. PNC will debit
Customer's Account for any expenses PNC may incur as a result of any such legal action. Any such legal action
may reduce Customer's Account balance and cause Customer's outstanding checks to be returned unpaid. PNC
reserves the right to charge a fee for cashing checks Customer writes. This fee will be collected from the payee at
the time the check is cashed. If the payee refuses to pay PNC's check cashing fee, PNC may refuse to cash
Customer's check, and PNC will not be liable to Customer for dishonor of such check. Customer may contact its
PNC representative to learn the amount of the fee. PNC reserves the right to make changes to its fees and charges.
Where practicable, notice of such changes will be sent to Customer by mail addressed to the last address that
Customer specified for its Account or by making the information available to Customer in electronic form or
otherwise as required or permitted by law.
2.25 Closing Customer's Account. Customer or PNC may close Customer's Account at any time for any
reason and without prior notice. If PNC closes the Account, PNC will mail Customer a check for the final balance.
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Customer will still be liable to PNC for any service charges, returned checks or overdrafts,which may occur after
the Account is closed.
2.26 Disclosure Statements. In connection with Customer's Account, PNC may give to Customer certain
disclosure statements or policies and may revise them from time to time. All such statements, policies and
revisions shall be considered to be part of this Agreement.
2.27 Change in Account Information. Customer should notify PNC immediately of any change in the officers
of Customer's business or signing authority for Customer's Account.PNC may ask Customer to execute and deliver
to PNC new account resolutions and signature cards before the change is made effective. Customer should also
notify PNC in writing of any change in Customer's address.
Accessing PNC Services and Technology
3.1 Rights of Use. Subject to the terms and conditions of this Agreement, PNC hereby grants to Customer
a nonexclusive, nontransferable right to use the Services and any software or other Technology solely for lawful
purposes in accordance with this Agreement. No right is granted for use of the Services or Technology by any third
party or by Customer to operate a service bureau.Customer must retain intact all applicable copyright, patent,and
trademark notices on and in all copies of any such Technology. Upon termination of a Service, the license to use
the Service and Technology shall terminate.
3.2 Limitations to Use. PNC reserves the right to suspend access to all or a portion of a Service, or to
temporarily restrict its use,at any time without notice to Customer if PNC suspects a security risk or other technical
problem. PNC also reserve the right to terminate your use of a Service if, in its sole judgment, Customer or the
authorized user have misused,or PNC reasonably anticipates will misuse,the Service.
3.3 Technology Purchase. Customer is responsible for purchasing, selecting, and maintaining the
hardware, software, or other technology Customer use to send data or information to PNC or to access the
Services. Customer agrees that PNC will not be responsible for the installation specifications (including cabling,
power,and space),the installation, or the operation, maintenance,or technical support of any third-party product.
3.4 File Testing. Customer agrees that PNC will have no liability for any use of the File Format Testing
Service,or any action or transaction in connection with the File Format Testing Service. Customer should only use
test data for the File Format Testing Service. In addition to the test tool, Customer must complete end-to-end
testing and meet all other requirements.
3.5 Security Procedures for Use of PNC Services.
3.5.1 Generally. If required for a Service,Customer must select a Security Procedure from the options
PNC offers. Security Procedures may include security codes, PINs,tokens,check stock,or other
security devices. To initiate transactions Customer must designate one or more Authorized
Person(s).
3.5.2 PNC Reliance. If PNC follows a commercially reasonable Security Procedure in acting on any
Instruction issued in Customer's name: (a) PNC shall be entitled to rely without investigation on
such Instruction;and (b) Customer shall be bound by such Instruction.
3.5.3 Authenticity of Instructions. Security Procedures are intended to confirm the authenticity of
Instructions and not to detect errors in the content or transmission of Instructions, and PNC
assumes no responsibility for doing so.PNC also assume no responsibility to discover or audit for
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any unauthorized disclosure or use of the Security Procedure or other breach of security by your
employees,agents,or representatives,or any third party,and all losses resulting therefrom shall
be solely your responsibility. Customer shall promptly notify PNC of any suspected breach of
security,whether involving your employees,agents,or representatives.
3.5.4. Customer Responsibilities. Customer is responsible for all statements made and acts or
omissions that occur while your Security Procedures are being used. Where Customer has
authorized Any person to use your Security Procedures,your authorization shall be considered by
PNC as unlimited and will be effective until Customer revokes the authorization in writing.
PNC Security Procedures are strictly confidential and should be disclosed only to those individuals
who need to know them. Customer must instruct those individuals that they should not disclose
the Security Procedures or otherwise make them available to anyone.
4. Compliance With Laws,Regulation and Policy Requirements
4.1 US Patriot Act and Other Laws. In using and performing the Services, Customer and PNC agree
respectively to comply with all Laws, including without limitation the Bank Secrecy Act, the USA PATRIOT Act,the
federal anti-money laundering statutes and any laws, regulations and Executive Orders that are enforced or
administered by OFAC. Customer represents and warrants that Customer have all licenses that may be required
by OFAC to make a payment or conduct any other transaction through PNC. PNC may delay, or refuse to process
or carry out,any transaction initiated by Customer or involving one of your accounts with PNC if PNC believe in good
faith that such action may be necessary to comply with Laws. If there is a conflict between this Agreement and any
Law,then this Agreement shall fully vary such Law to the extent permitted by Law.
4.2 Certification of Beneficial Owners and Other Additional Information. If you are required to provide to us
a Certification of Beneficial Owner(s),you agree the information in the Certification of Beneficial Owners executed
and delivered to us in connection with implementing any of the Services,as updated from time to time in accordance
with this Agreement, is true, complete, and correct as of the date thereof and as of the date any such update is
delivered to us. You agree to provide: (i)such information and documentation as may reasonably be requested by
us from time to time for purposes of compliance by us with applicable laws (including without limitation the USA
PATRIOT Act and other"know your customer"and anti-money laundering rules and regulations),and any policy or
procedure implemented by us to comply therewith;and(ii)if you are required to deliver a Certification of Beneficial
Owners to us: (a) confirmation of the accuracy of the information set forth in the most recent Certification of
Beneficial Owners provided to us,as and when requested by us;and (b)a new Certification of Beneficial Owners in
form and substance acceptable to us when the individual(s) identified as a controlling party and/or a direct or
indirect individual owner on the most recent Certification of Beneficial Owners provided to us have changed.
4.3 Confidentiality.
addition to the obligations contained in this Agreement,PNC will handle
4.3.1 Customer Information. In ad g g �
Customer Information in the manner described in PNC's Data Security Addendum, attached as
Addendum B.
4.3.2 Use of Confidential Information. Except as expressly provided in this Agreement or with the other
party's prior written consent, each party agrees that: (a) it will not disclose Confidential
Information of the other party to any third-party; (b) it will protect the Confidential Information of
the other party as required by applicable laws and regulations;and (c) it will not use Confidential
Information of the other party for purposes other than as necessary to exercise its rights or
perform its obligations under this Agreement. In addition to the foregoing, each party shall have
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Agenda Item #5.
reasonable measures, policies, and procedures designed to: (a) protect the security and
confidentiality of the Confidential Information; (b) protect against any anticipated threats or
hazards to the security or integrity of such Confidential Information; (c) protect against
unauthorized access to or use of such Confidential Information; and (d) ensure the complete,
permanent, and secure destruction of such Confidential Information as may be required by this
Agreement or applicable law. PNC will notify Customer of any Security Incident within a
reasonable time following discovery of such Security Incident, without undue delay, and in any
event within the period mandated by applicable law. Neither party makes any representations or
warranties as to the accuracy or completeness of its respective Confidential Information.
4.3.3 Permissible Disclosure. Notwithstanding the foregoing,a party may disclose information relating
to this relationship to its auditors and regulators and may disclose Confidential Information to
those of its Representatives who need to know such Confidential Information as necessary for the
party to exercise its rights or perform its obligations under this Agreement, provided that: (a) it
informs such Representatives of the confidential nature of the Confidential Information before
disclosure; and (b) it ensures that its Representatives shall, in relation to any Confidential
Information disclosed to them, comply with the obligations set out in this section as if they were a
party to this Agreement.A party may also disclose Confidential Information if legally compelled to
do so pursuant to a court or administrative deposition, interrogatory, request for documents,
subpoena, civil investigative demand, or other similar legal process or requirement of law, or in
defense of any claims or causes of action asserted against it. In making any disclosure under such
legal process or requirement of law, each party agrees to use reasonable efforts to preserve the
confidential nature of such information and to reasonably cooperate with the other party in an
effort to reasonably limit the nature and scope of any required disclosure of Confidential
Information. Nothing herein shall require a party to fail to honor a subpoena, court or
administrative order, or a similar requirement or request on a timely basis.
4.3.4 Exceptions. No information shall be within the protection of this Agreement where such
information: (a) is or becomes publicly available through no fault of the receiving party or its
Representatives; (b) is rightly obtained from third-parties, who, to the best of a receiving party's
knowledge,are not under an obligation of confidentiality; (c)was known to the receiving party prior
to its disclosure without any obligation to keep it confidential as evidenced by tangible records kept
by the receiving party in the ordinary course of its business; or(d) is independently developed by
the receiving party without reference to the originating party's Confidential Information.
4.3.5 Termination. In the event that this Agreement is terminated for any reason, each party agrees to
promptly destroy or return to the other all copies of the Confidential Information of the other,
without retaining any copies thereof; provided, however,that each party may retain limited media
and materials containing Confidential Information of the other party for reasonable and required
compliance,archival, backup and audit purposes,subject to the other terms of this Agreement.
4.4 Representations and Warranties.
4.4.1 Customer and PNC. Each Party represents warrants and covenant that:(a)it is duly organized,
validly existing, and in good standing; (b) the execution, delivery and performance of all
documents or agreements provided in connection with this Agreement are within each Party's
powers, have been duly and validly authorized,and do not contravene its charter, by-laws,or any
indenture, agreement, undertaking, law, regulation or order; (c) no approval, consent or
authorization of any government authority is necessary to perform or receive any Service; and
(d) the terms and conditions contained in this Agreement are valid and binding obligations
enforceable in accordance with their terms.
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Agenda Item #5.
4.4.2 Customer. Customer expressly warrants that: (a) it is not a "Consumer" as defined in section
205.2(e) of Regulation E of the Board of Governors of the United States Federal Reserve Board
pursuant to the Consumer Credit Protection Act, as amended, 15 U.S.C. 1601 et. seq., and that
Customer will use each Service solely for business, and not personal, family or household
purposes; (b) is not a sole proprietor and (c) covenants that it will not use the Services in any
manner that violates Applicable Law.
4.4.3 PNC. PNC MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, IN CONNECTION WITH ANY OF THE SERVICES OR ANY SOFTWARE OR EQUIPMENT
PNC MAY SUPPLY TO CUSTOMER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4.5 Calls, Monitoring of Use, Consent for Service Calls. Customer agrees that PNC may record and/or
monitor any telephone conversations PNC has with Customer in connection with the Services. However, PNC will
not be liable to Customer if PNC does not record or maintain a record of a conversation. PNC may monitor and
record the activity of any person using a Service. Anyone using a Service, consents to such monitoring and
recording. By providing telephone number(s)to PNC, Customer authorizes PNC and its affiliates and designees to
contact Customer regarding your Accounts and Services with PNC and our affiliates, using any means, including
but not limited to placing calls using an automated dialing system to cell,VoIP,or otherwireless phone number,or
by sending prerecorded messages or text messages,even if charges may be incurred for the calls or text message.
4.6 Electronic Records,Signatures and Delivery. This Agreement and other documentation may be provided
to Customer either in paper form or electronically.Any part of this Agreement in electronic form shall be a"writing"
or"in writing"and shall constitute an "original" both in electronic form and when printed from electronic files or
records. Notwithstanding any other provision of the Agreement, and any other Communication may, at PNC's
option,be in the form of an electronic record.Any Communication may at PNC's option be signed or executed using
electronic signatures. For the avoidance of doubt, the authorization under the paragraph may include, without
Limitation, use or acceptance by PNC of a manually signed paper Communication which has been converted into
electronic form (such as scanned into PDF format)for transmission,delivery and/or retention.
4.7 Taxes. Customer is responsible for paying all applicable taxes, based upon the Services selected,
including federal,state,and local property, privilege,sales,use,excise,or similar taxes, but excluding taxes based
upon PNC's net income or assets.
Indemnification by Customer
5.1 Customer will indemnify and hold PNC, its officers, employees, agents, affiliates, attorneys, and
contractors harmless from any claim, loss, penalty,assessment, cost, or damage,whether in contract or
tort (including attorney fees), arising under this Agreement, or in connection with the Services provided
under this Agreement, or otherwise, including but not limited to those asserted by third parties including
governmental authorities, for reimbursement or damages and those which arise out of or under the
Electronic Funds Transfer Act, any applicable state electronic funds transfer rules or regulations, or any
rules or guidelines of any automated clearing house. Notwithstanding the foregoing,such indemnification
shall not apply to any claims,damages, losses, liabilities,and expenses solely and directly attributable to
PNC's gross negligence or willful misconduct. Customer may participate at its expense in the defense of
any such action or claim.
5.2 Notwithstanding the foregoing or anything else contained in this Agreement,Customer's obligations under
this paragraph 5.1 or as may be set forth elsewhere in this Agreement regarding indemnification and
holding Bank harmless, are strictly limited to the waiver of sovereign immunity provided by Sec. 768.28,
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Agenda Item #5.
Florida Statutes on both a per person and per incident basis, and including limits on award of attorney's
fees, and prohibitions against pre-judgment interest and punitive damages. Nothing contained in this
Agreement shall be construed as Customer's consent to being sued by third parties.
Limitation of PNC Liability to Customer
6.1 Actual Damages. PNC shall be liable to Customer only for its actual, direct damages resulting from
PNC's failure to exercise ordinary care in performing each of the Services, subject to Section 6.3. PNC's
responsibility to Customer is limited to PNC's exercise of ordinary care in performing the Services covered by this
Agreement. Substantial compliance by PNC with PNC's standard procedures for providing a Service shall be
deemed to constitute the exercise of ordinary care. PNC will have no liability to Customer for taking or not taking
any action permitted but not required. PNC will not be liable for the action or inaction of any third party, including
in handling items deposited to or withdrawn from Customer's Account.
6.2 Types of Damages. Notwithstanding the foregoing, in no event shall PNC its affiliates or subcontractors
be liable for any loss of profits, data or goodwill or for any indirect, consequential, incidental, punitive, exemplary,
or special losses or damages, or expenses (including without limitation reasonable attorneys' fees), which
Customer may incur or suffer,whether the possibility of such damage was known,foreseeable or contemplated by
either Party.
6.3 Maximum Damages. PNC (nor any subcontractor or other party with whom PNC may be claimed to be
jointly liable)shall not be liable to Customer for any claim or cause of action,whether based on contract,tort,strict
Liability or any other legal theory: (i) in the case of a Funds Transfer, Instruction for the transfer of money or other
payment that is misdirected, lost or otherwise paid to the wrong person as a result of our failure to comply with the
terms of this Agreement or applicable law, for an amount in excess of the face amount of such Funds Transfer,
Instruction or other payment and(ii)in all othercases for an amount in excess of twelve(12)times the fees Customer
has paid PNC for the particular Service(s) to which the claim or cause of action relates during the month
immediately prior to the month in which the act or omission giving rise to the claim occurred.
6.4 No Liability. PNC shall have no liability to Customer for the selection, operation, or maintenance of
Customer's equipment,software,or communications facilities.
6.5 Use of Fraud Services. PNC offers fraud prevention tools such as Positive Pay for Checks and ACH
Positive Pay, designed to help detect and/or deter check and other payment system fraud. If Customer fails to
implement these Services or others made available for this purpose, PNC shall have no liability to Customer for
any unauthorized,altered, counterfeit or other fraudulent transactions occurring in Customer's Accounts that the
Service was designed to detect or deter.
6.6 Third Park Claims. NO THIRD PARTY SHALL HAVE ANY RIGHTS OR CLAIMS AGAINST PNC UNDER
THIS AGREEMENT.
Termination
7.1 For Convenience. Either Party may terminate this entire Agreement or any Service at any time upon not
Less than thirty(30)calendar days prior written notice.
7.2 Immediate Termination by PNC With Notice. PNC may terminate this entire Agreement or a particular
Service immediately upon notice to Customer if one of the following occurs:(a)Customer fails to perform or comply
with any of the terms or conditions of this Agreement (including, without limitation, any breach of Security
Procedures); (b) Customer breaches any other agreement between PNC including, without limitation, any
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Agenda Item #5.
agreement (i) relating to your indebtedness to PNC or (ii) relating to your Account(s) with PNC or (iii) which
Customer executes as security for its obligations to PNC; (c) Customer breaches any of its representations and
warranties; (d) Customer insolvency, receivership, or voluntary or involuntary bankruptcy, or any assignment for
the benefit of your creditors; (e)in PNC's sole judgment, Customer's financial condition or business is impaired or
PNC reasonably believes that Customer may not have sufficient available funds in its accounts with PNC to settle
transactions hereunder.
7.3 Immediate Termination by PNC Without Notice. PNC may terminate immediately and without prior
notice if: (a) in our sole judgment, it is necessary because of legal process, applicable law or regulation, or other
government guidelines;or(b) PNC suspects fraud or unlawful activity in connection with any Service.
7.4 Effect of Termination. Notwithstanding any such termination,this Agreement shall continue in full force
and effect as to all transactions for which PNC has commenced processing and as to all rights and liabilities arising
prior to such termination.
7.5 Orderly Transition. Other than for a termination based on your misappropriation of PNC intellectual
property,fraud or other violation of law or regulation,or your failure to pay any undisputed amount by the requisite
due date, upon expiration or any termination of this Agreement, in whole or in part, PNC may in its discretion ,
continue to allow you to access and use the Services after the date of such termination or expiration to effectuate
an orderly transition from the Services for a period not to exceed ninety (90) days. During such period, the then-
existing fees will continue to be in effect and the terms of this Agreement shall survive and continue to govern the
Parties' rights and obligations with respect to the Services.
Miscellaneous Provisions
8.1 Notice of Change. PNC may change any of the Terms and Conditions of this Agreement and the Services
Schedules,including converting Customer's Account from one product to another, by giving Customer notice of the
change through PINACLE°or other electronic or written means, including posting notice in PNC's branch offices.
Customer's continued use of the Service after the effective date of any such change will constitute Customer's
agreement to the change. Notwithstanding the foregoing, PNC may change any term or condition immediately and
without notice to Customer if PNC determines in its sole discretion that the change is necessary to: (i) avoid
potential loss to Customer or PNC; (ii) due to circumstances that substantially impact PNC's operations or the
security of funds transfer; (iii)to comply with any statute, regulation or ruling of any government agency to whose
jurisdiction PNC is subject.
8.2 Force Maleure. Neither Party shall have responsibility nor incur liability for any failure to carry out, or
any delay in carrying out, any of such Party's obligations under this Agreement caused, directly or indirectly, by
circumstances beyond its reasonable control, including, without limitation, acts of God; pandemics; viruses;
epidemics; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; riots;
interruptions, loss or malfunctions of utilities, or communications services; acts of military authority or similar
governmental action or any other cause beyond such Party's reasonable control. Notwithstanding the foregoing,
no event or occurrence described in this Section shall relieve Customer of its obligation to make any payment due
to PNC.
8.3 Governing Law and Venue.
8.3.1 Governing Law. The interpretation of this Agreement is governed by the laws and regulations of
the State of Florida,subject to any superseding federal laws governing PNC as a national banking
institution. The Services are also at all times governed by the laws and regulations of the United
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Agenda Item #5.
States of America, including without limitation the Electronic Signatures in Global and National
Commerce Act.
8.3.2 Venue. Customer hereby irrevocably consents and agrees that any action, suit or proceeding
resulting from, arising out of, or related to this Agreement shall be instituted in any federal court
in the State of Florida and hereby waives any objection which Customer may now or hereafter have
to the laying of the venue of any such action, suit or proceeding in any such jurisdiction, on the
basis of a more convenient forum or otherwise.
8.4 WAIVER OF JURY TRIAL. PNC AND CUSTOMER EACH IRREVOCABLY WAIVE ANY AND ALL OF ITS
RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION,PROCEEDING OR CLAIM OF ANY NATURE ARISING OUT
OF, BY VIRTUE OF, OR IN ANY WAY CONNECTED TO THIS AGREEMENT, ANY DOCUMENT EXECUTED IN
CONNECTION HEREWITH, ANY AMENDMENT OR SUPPLEMENT HERETO OR THERETO, OR CUSTOMER'S
ACCOUNT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. PNC AND CUSTOMER
ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
8.5 Customer's Agents and Authorized Representatives.Any third party, including without limitation,any
third-party processor, used by Customer to take any action in connection with a Service shall be deemed
for all purposes under this Agreement to be Customer's agent.All terms of this Agreement will apply to
the acts and omissions of each such third party and Customer will be legally bound thereby.
8.5.1 As part of the Technology, PNC may make available to Customer APIs, standard or customized
integrations or other communication channels for accessing or using the Services or receiving or
transmitting information or instructions related to Customer's Accounts.
8.5.2 From time to time, PNC may (in its sole discretion) permit Customer to designate one or more
Designated Third-Party Providers to engage in TPP Activities. Any such TPP Activities by any
Designated Third-Party Provider(a)will be subject to the terms and conditions of this Agreement,any
Services Schedule,and such other terms,conditions and instruments as PNC may establish from time
to time with respect to the Services and Accounts (or the access or use thereof) and (b) will occur
through Technology that PNC has approved for such activities.
8.5.3 Before Customer uses a Designated Third-Party Provider to perform TPP Activities, Customer must
notify PNC (in a form and manner reasonably acceptable to PNC, including via electronic based
methods) as to (a) the identity of such Designated Third-Party Provider, (b) the TPP Activities to be
performed by such Designated Third-Party Provider and (c)the Account(s)as to which the Designated
Third-Party Provider is permitted to perform TPP Activities. PNC may also require Customer to
indicate the Services with which the Designated Third-Party Provider is permitted to interact.
Customer must provide PNC such other information as PNC may reasonably request regarding any
Designated Third-Party Provider with respect to their TPP Activities and their access, use and
interaction with any Account(s), Account information, Services or Technology. Both Customer and its
Third-Party Provider must meet all PNC requirements (including the requirements in this Section).
PNC are entitled to rely on any notification or authorization (or any revocation of a notification or
authorization) made by Customer or its representatives with respect to such Designated Third-Party
Provider or TPP Activities (including any notification, authorization or revocation given electronically
by Customer's representatives who have administrative access to Customer's Accounts or any online
or electronic functionality associated with such Accounts).
8.5.4 A Designated Third-Party Provider may be required to enter into a Joint Customer Access Agreement
with PNC or other terms, conditions and instruments as PNC may designate from time to time.
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Agenda Item #5.
Customer acknowledges and agrees that (a) PNC has no obligation to allow any Designated Third-
Party Provider to access any Account(s), Account information, Services or Technology, and (b) PNC
may (at any time and in its sole discretion) revoke, suspend or terminate a Designated Third-Party
Provider's access to any Account(s), Account information, Services or Technology, with or without
notice to Customer(though PNC will reasonably endeavor to notify Customer as soon as practicable
of such revocation, suspension or termination).
8.5.5 Customer acknowledges and agrees that each of Customer's Designated Third-Party Provider(s) is
acting as Customer's agent and representative with respect to Customer's Account(s), as well as the
Services and Technology that PNC makes available hereunder. Action taken by any Designated Third-
Party Provider shall be considered an action taken by Customer and not by PNC.A Designated Third-
Party Provider is not PNC's vendor, service provider, representative or agent. PNC is not responsible
or liable for any of the products or services provided by, or any other actions or omissions of any
Designated Third-Party Provider. PNC's records (rather than the records of any Designated Third-
Party Provider)are the official records for Customer's Account(s)and Services. PNC is not responsible
for a Designated Third-Party Provider's access, storage, transmission or processing of any data or
information it receives from or on behalf of PNC. If a Designated Third-Party Provider sends
instructions or data to PNC (or any agent or representative of PNC) with respect to Customer's
Account(s) and the Services provided to Customer, PNC (and PNC's agents and representatives) can
rely on such instructions and data as if received directly from Customer, and neither PNC nor its
agents and representatives have any obligation to confirm the accuracy of such instructions or data.
It is Customer's responsibility to ensure Customer has appropriate agreements in place with any
Designated Third-Party Providers with regards to their access and use of Customer's Accounts,
Account information,the Services,and any Technology(and any information related thereto),including
as it relates to the security and protection of Customer's Account(s), Customer's Account information
and the access and use of the Services and Technology. Without limiting the foregoing, PNC has no
responsibility or liability for (a) any action or omission of any Designated Third-Party Provider in
connection with the access or use of (or failure to access or use) any of the Accounts, Account
information, Technology or Services, or (b) for any unauthorized transactions or any losses with
respect to Customer's Accounts that are attributable to the actions or omissions of any of Customer's
Designated Third-Party Providers.
8.5.6 Neither Customer nor its Designated Third-Party Providers may use any Technology in a manner or
for a purpose not expressly permitted by this Agreement, the Service Schedules or any other terms
and conditions applicable to such Technology (including any applicable Joint Customer Access
Agreement).
8.5.7 PNC reserves the right to suspend or terminate Customer's access to any Technology(including any
API connection) if Customer's access or use of such Technology (a) is in violation of this Agreement,
any Service Schedule, any other terms, and conditions applicable to such Technology or applicable
law, or (b) if such access or use poses a threat to the security or operations of PNC (or any of its
affiliates or other customers).
8.5.8 Certain Services (e.g., PINACLE Connect for NetSuite, Sage Intacct or Microsoft Dynamics 365
Business Central), may use a PNC Connection Provider to (a) facilitate the transfer of information
about Customer's Account(s) from PNC to Customer or Customer's Designated Third-Party Provider
or (b) transfer Customer's data and instructions (including payment instructions) from Customer's
Designated Third-Party Provider to PNC. In order to fully use any such Services, Customer (or
Customer's Designated Third-Party Provider) may need to install or use a Connectivity Platform
provided by the PNC Connection Provider, which enables such transfer. Before Customer (or
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Agenda Item #5.
Customer's Designated Third-Party Provider) uses any Services that involve the use of a PNC
Connection Provider or a Connectivity Platform, Customer (and Customer's applicable Designated
Third-Party Provider, if any) must complete the required PNC application and meet all PNC
requirements.
8.6 Assignment and Successors. Customer may not assign this Agreement or any of its rights or obligations
hereunder, by operation of law or otherwise, without prior written consent of PNC, which consent shall not be
unreasonably withheld. No consent is required for PNC to assign or otherwise transfer this Agreement or our rights
or obligations under this Agreement. PNC may contract with others to provide all or any part of the Services. This
Agreement shall be binding upon, and inure to the benefit of, Customer and PNC and your and our respective
permitted successors and assigns.
8.7 Survival. The rights and obligations of the parties which by their nature must survive termination of this
Agreement will survive any such termination.
8.8 No Waiver. Except for changes made in accordance with this Agreement, no deviation, whether
intentional or unintentional, shall constitute an amendment of this Agreement. Further, no such deviation, delay,
or failure to exercise any option or right set forth in this Agreement shall constitute a waiver of any rights or
obligations of either Customer or PNC.Any waiver by either Customer or PNC of any provision of this Agreement
or any other rights proscribed shall be in writing and shall not constitute a waiver of Parties' rights under that
provision in the future or of any other rights.
8.9 Headings. The headings in this Agreement are for convenience only and shall not be used for
construction or interpretation of any provisions hereof.
8.10 Severability. If any one or more of the provisions of this Agreement (or any portion thereof) is held by a
court of competent jurisdiction to be invalid, illegal, or unenforceable,the remaining provisions of this Agreement
shall not be affected or impaired thereby.
8.11 Entire Agreement. This Agreement (including those documents that are incorporated herein),
constitutes the entire agreement with respect to the Services covered by this Agreement and supersedes any
previous or contemporaneous proposals, representations, warranties, understandings, and agreements for such
Services, either oral or in writing.
8.12 Ownership, Trademarks and Copyrights. All rights, title, and interest, including, without limitation,
copyright, in and to our Services are owned by PNC or by the third parties from whom PNC have obtained the right
to use them. Customer may not copy, modify, translate, decompile, reverse engineer, reproduce, adapt, or
disassemble any Service.
8.13 Notices. Communications required or permitted under this Agreement must be in writing and will be
effective upon receipt. Communications may be given in any manner to which Customer and PNC may separately
agree, including electronic mail. Without limiting the foregoing, first-class mail, and commercial courier service
are hereby agreed to as acceptable methods for providing Communications.
All such Communications shall be delivered to PNC at:
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Agenda Item #5.
PNC Bank, National Association With a copy to:
PNC Firstside Center PNC Bank, National Association
500 First Avenue Legal Department
Pittsburgh, PA 15219 1600 Market Street.8th Floor
Mail Stop P7-PFSC-03-B Philadelphia, PA 19103
Attention:Treasury Management ATTN:Treasury Management Counsel
orto Customer at the primaryaddress provided to PNC at account opening. Notice to such address shall be effective
Notice to Customer,including to all affiliated companies. Either Customer or PNC may change or provide additional
addresses by Notice to the other given in accordance with this section. Communications sent electronically to
Customer will be deemed received and effective when the Communication, or a notice advising of its posting to a
website, is sent to the specified electronic mail address.
8.14 Affiliate Sharing. To serve PNC's customers efficiently and offer a full range of financial services PNC
shares customer transaction and experience information among its family of companies. PNC companies also
share other personal information, such as applications, financial statements, and credit reports. Customer may
request that PNC does not share this other personal information (except where such information is used by one
PNC company to service customer accounts for another) by writing to PNC at PNC Bank, P.O. Box 96066,
Pittsburgh, PA 15226. Please include the name under which Customer's account has been opened, Customer's
name, address, account number(s), social security number or tax ID number. PNC also shares customer
information as permitted or required by law.
8.15 Facsimile Signatures. If Customer chooses to use facsimile signatures, Customer agrees that: (a) it is
impossible for PNC to determine whether or not a facsimile signature is genuine; (b) PNC may honor any and all
checks,drafts or other orders for the payment or withdrawal of money bearing or appearing to bear an authorized
facsimile signature, even if the facsimile signature was made by an unauthorized person or the item on which a
facsimile signature appears is itself a counterfeit item, or the facsimile signature is counterfeit;and (c) Customer
assumes full responsibility and will indemnify PNC for all items paid over a forged or unauthorized facsimile
signature.
9. Revisions to Agreement
The following sections of this Agreement reflect language that has been revised from the PNC Treasury
Management Services Agreement standard form as agreed to by the parties:
• 5.2- Indemnification by Customer
• 8.3.1 - Governing Law
• 8.3.2 -Venue
It is further understood that these revisions will be retained and applied to updated versions of the
Agreement unless the change is necessary to: (i)avoid potential loss to Customer or PNC; (ii) due to
circumstances that substantially impact PNC's operations or the security of funds transfer; (iii)to
comply with any statute, regulation or ruling of any government agency to whose jurisdiction PNC is
subject.
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Agenda Item #5.
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Agenda Item #5.
IN WITNESS WHEREOF, intending to be legally bound, Customer has caused its duly authorized representative to
execute this Agreement on its behalf,as of the Effective Date.
[CUSTOMER NAME]
By:
Prin N me/Title:
Address: � �j c 0 �
Email: � �
Phone:
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Agenda Item #5.
ADDENDUM
DEFINITIONS
"Account"means the business account(s) Customer identifies for use in connection with the Services and which is
subject to the Agreement and any other related documentation provided at account opening, as updated, or
amended from time to time. Accounts include, but are not limited to, demand deposit and/or interest-bearing
checking and savings business accounts, including money market accounts.
"Agent Processor" means a third-party agent that acts as Customer's agent and intermediary.
"Agreement"means this PNC Treasury Management Services Agreement,and all applicable Service Schedules.
"API" means application programming interfaces.
"ATM" means an automated teller machine.
"Authorized Person"means an individual designated by Customer to act for Customer with respect to the Services.
"Banking Day" means Monday through Friday, excluding federal holidays, when PNC is open to conduct general
banking business.
"Beneficial Owner(s)71 means the definition set forth at 31 CFR 1010.230(d).
"Check 21 Act" means the Check Clearing for the 21 st Century Act, 12 CFR§ 229,or any successor legislation.
"Communication"means any information or documentation,notice,signature card,periodic statement,disclosure,
agreement,or authorization related to the Agreement.
"Confidential Information"means all information which is non-public,confidential,and/or proprietary in nature to
which one Party is given access by or on behalf of the other Party. Confidential Information shall include, without
Limitation,technology,know-how,processes,software,databases,employee information,trade secrets,contracts,
proprietary information, historical information, financial information, information about or from either party's
vendors, product and business requirements, business strategies, operating data, and organizational structures.
Customer Information is a subset of Confidential Information.
"Connectivity Platform"means any software,platform or other connectivity means provided by or otherwise directed
by a PNC Connection Provider.
"Currency Event" means: (i) that a country has lawfully eliminated, converted, redenominated, revalued or
exchanged its currency,or fixed its exchange rates;(ii)that a relevant rate option or other price source fora national
currency has disappeared or been replaced; or(iii) that an agreed sponsor(or a successor sponsor) has failed or
exchanged its currency.
"Customer" means, collectively, the legal business entities and its affiliates, as well as but not limited to
governmental and non-profits who are made parties to the Agreement and utilize the Services.
"Customer Information" means all non-public personal information of consumers, including, without limitation,
information defined as such by the Gramm-Leach-Bliley Act(Pub. L. 106-102).
"Designated Third-Party Provider" means any third-party agents,technology solution vendors and other service
providers acting on Customer's behalf.
i
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Agenda Item #5.
"Direct File Transmission"means a transfer of files via PNC's direct file transmission platform.
"Direct Host Transfer"means a direct host to host file transfer.
"Effective Date"means the date set forth in Section 1.1 (Parties)above on which the Agreement is effective.
"ERISA" means the Employment Retirement Income Security Act of 1974,as amended.
"FDIC" means the Federal Deposit Insurance Corporation.
"Federal Reserve Bank" means one of the 12 regional banks of the Federal Reserve,which is the central bank of
the United States.
"File Format Testing Service"means the PINACLE file format testing service,which assists Customer testing files
in a test environment.
"File Transmission Site" means PNC's secure file transmission site, My File Gateway.
"Funds Transfer" means any payment order or other instruction for moving moneys from an Account such as by
wire or ACH credit.
"Instruction" means any instruction,direction, payment order, Funds Transfer or other debit or credit order.
"Joint Customer Access Agreement" means an agreement between PNC and Customer's Designated Third-Party
Provider regarding such Designated Third-Party Provider acting on Customer's behalf.
"Laws"means all applicable local,state,and federal laws,rules,and regulations(and the laws of foreign countries,
if Customer directs PNC to make a payment to a beneficiary in a foreign country),as amended from time to time.
"Multicurrency Account"means an Account that is denominated in a foreign (i.e., non-U.S. Dollar)currency.
"OAuth2"means the Open Authorization standard authentication protocol.
"OFAC" means the Office of Foreign Assets Control.
"Original Currency" means the then-current lawful currency of a country.
"Party" means each of Customer and PNC,and "Parties"means,collectively,Customer and PNC.
"PIN" means personal identification number.
"PNC"means PNC Bank, National Association located in Wilmington, DE.
"PNC Connection Provider" means a third-party service provider engaged by PNC.
"Remotely Created Check" means a check that Customer is authorized to create and present for payment by an
authorized signer on the account on which the check is drawn, and which does not bear the signature of an
authorized signer on that account and includes checks that are defined in applicable law as "remotely created
checks".
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Agenda Item #5.
"Representative"means a Party's affiliates,employees,officers,representatives,contractors,subcontractors,and
advisers.
"Security Procedure" means any security procedure that applies to a Service.
"Service Schedule" means the service description, requirements and obligations of the parties found in the
respective titled document. Service Schedules are available on the Services Portal.
"Services" means one or more of the Treasury Management services provided by PNC.
"Services Portal" means www.PNC.com/TM Documents,or any successor website designated by PNC.
"Substitute Check Document"means a document that Customer or someone on Customer's behalf created or
printed from an image or other electronic record of an original paper check.
"Successor Currency" means any currency of a country that lawfully replaces the Original Currency of such
country.
"Technology"means any software or other technology to which PNC may give Customer access.
"TPP Activities" means any Designated Third-Party Provider obtaining information about Customer's Account(s),
sending, or receiving data or instructions (including payment instructions) in connection with Customer's
Account(s)and the Services PNC provides Customer,or otherwise interfacing with such Account(s)and Services.
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Agenda Item #5.
ADDENDUM B
PNC TREASURY MANAGEMENT DATA SECURITY ADDENDUM
As a regulated financial institution,PNC maintains a comprehensive cybersecurity program aligned to industry best
practices.To meet its information and cybersecurity goals, PNC shall undertake commercially reasonable efforts
to provide the Services in accordance with the principles described in this Addendum. This Addendum is an
addendum to and supplements Customer's PNC Treasury Management Services Agreement (the TMSA or
"Agreement"). In the event of a direct conflict between the terms of this Addendum and an Agreement,the terms
of the Agreement shall control. You are referred to as "Customer" in this Addendum and PNC Bank, National
Association is referred to as "PNC". The products or services being purchased or provided under the Agreement
are collectively referred to herein as"Services".'
1. General Obligations
1.1 Use limitation. PNC shall access, process, transfer, and use your Customer Information (as defined in
the Agreement)exclusively for the purposes of: (a) providing the Services; (b)complying with reasonable
written instructions provided by Customer where such instructions are consistent with the terms of the
Agreement;and (c)for meeting any of PNC's reasonable or required compliance, legal,archival, backup,
and audit obligations.Where PNC is compelled to process Customer Information under applicable law, it
will notify Customer prior to performing the processing unless legally prohibited from doing so.
1.2 Confidentiality. PNC and Customer are bound by the confidentiality provisions of the Agreement with
respect to provision, processing, use,storage,and deletion of Customer Information.
1.3 Compliance with Law. PNC will comply with all laws relating to the protection of Customer Information
applicable to the PNC entity performing the Service and to the Services being performed. Customer's
instructions related to the processing of Customer Information shall comply with applicable law. PNC
shall notify Customer if any instructions from Customer, in PNC's opinion,violate applicable law.
1.4 Subcontracting. PNC may delegate or subcontract performance of the Services to third parties,including
PNC's affiliates, without Customer's prior consent ("PNC Delegates"). PNC shall ensure that PNC
Delegates who have access to your Customer Information adhere to information security standards that
are substantially equivalent, but in no event more permissive,than those provided in this Addendum and
the Agreement. PNC Delegates will only access, use, transfer, or process your Customer Information in
accordance with PNC's written instructions.Notwithstanding any delegation or subcontracting,PNC shall
remain liable to Customer for the performance of the Services, regardless of the involvement of a PNC
Delegate.
1.5 Data Integrity. PNC will provide reasonable assistance to Customer in ensuring that Customer
Information held by PNC is reasonably accurate, complete, and,where appropriate information is made
available to PNC,kept up to date. PNC recognizes that Customer may have obligations to its data subjects
to delete, update, modify, or produce Customer Information. Accordingly, PNC agrees to provide
reasonable assistance to Customer in responding to a verifiable data subject's exercise of their rights
under applicable law with respect to Customer Information held by PNC.
1.6 Data Minimization. In performing the Services, PNC will prevent the collection of information from
Customer and Customer's data subjects that is not reasonably relevant or necessary to the performance
of the Services.
1.7 Return or Destruction. Following the cessation of the Services, including termination or expiration of the
Agreement, PNC will cooperate with Customer's request for return or destruction of any Customer
information as required by the Agreement or applicable law.
To the extent Customer's Agreement includes Services involving the use of Protected Health Information
(as defined under HIPAA) by PNC on behalf of Customer, Customer's Business Associate Addendum shall govern
PNC's handling of Customer's Protected Health Information.
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Agenda Item #5.
1.8 Recordkeeping. PNC will keep records to demonstrate compliance with the obligations described in this
Addendum and will make such records available to Customer in a reasonable manner and with
reasonable frequency.
2. Security Obligations
2.1 Technical and Organizational Measures. PNC will maintain and enforce commercially reasonable
information security and physical security policies, procedures,and standards.At a minimum, PNC will:
2.1.1 Comply with the standards set forth in ISO 27002 published by the International Organization for
Standardization and meet the assessment objectives and controls set forth in Special Publications
800-53-A and 800-53, respectively, published by the National Institute of Standards and
Technology, as well as any revisions, versions or other standards or objectives that supersede or
replace the foregoing.
2.1.2 Maintain an industry-standard level of data security controls, including, but not limited to, logical
access controls, data access controls (e.g., role-based access control, rule of least access),
accountability tracking, logging, and tracking of access to Customer Information, anti-virus
software, secured printers, restricted download to disk capability, and provision for system
backup.
2.1.3 Cause a SOC 1 audit and a SOC 2 audit (or later equivalent) relating to security, availability,
processing integrity,confidentiality,and privacy to be conducted in respect of PNC's infrastructure
and related internal controls at each PNC datacenter providing services to Customer. Subject to
the establishment of appropriate confidentiality restrictions and upon completion any relevant
audit, PNC may provide a copy of such audit's report to Customer on request.
2.1.4 Maintain an incident response program that includes an inter-disciplinary team to respond to,
conduct root-cause analysis, and remediate any: (a) unauthorized or unlawful access to, or use,
loss, destruction, alteration, or disclosure of any Customer Information held by PNC or any
rendering of such Customer Information inaccessible or unusable; or(b) unauthorized access to
any PNC controlled facility,computer network,system,or device containing any of your Customer
Information ("Security Incidents").
2.1.5 Encrypt all highly confidential or sensitive information(including protected health information and
personally identifiable information) at rest and in transit using no less than industry-standard
encryption strength.
2.2 Documented Information Security Program. PNC will design, maintain, and document a process for
designing, establishing, reviewing, updating,and validating its information security policies.
2.3 Risk Assessment. PNC will design, maintain, and document a process for vetting the risk posed by PNC
third parties, including PNC Delegates.Such process may include,without limitation, requiring such third
parties to provide information necessary for PNC to complete periodic risk assessments related to the
products or services offered by such third-party.
2.4 Business Resiliency. PNC will develop plans relating to data backup,operational business continuity and
recovery, pandemic preparedness, and technical disaster recovery, (collectively "Continuity Plans"), and
test PNC's compliance with such Continuity Plans no less than annually.
2.5 Training. PNC will provide periodic, but no less than annual, security and privacy training to PNC
personnel involved in processing Customer Information.
3. Data Breach Obligations
3.1 PNC to Notify Customer. PNC will notify Customer of any Security Incident within a reasonable time
following discovery of such Security Incident, without undue delay, and in any event within the period
mandated by applicable law. Such notifications will include such information as is available to PNC
sufficient to meet Customer's obligations to notify data subjects, regulators, or other third-parties as
required by applicable law. PNC will provide Customer with updated notice if its investigation of a Security
Incident uncovers information that would have been disclosed during the initial notification had such
28
Page 56 of 262
Agenda Item #5.
information been known. Unless required by applicable law or regulation, PNC will not notify data subjects
of any Security Incident directly.
3.2 Cooperation. PNC will provide Customer with reasonable assistance and cooperation in Customer's
investigation, mitigation, and remediation of any Security Incidents as required by applicable law.
3.3 Remediation. PNC will remediate the identified causes of a Security Incident on a commercially
reasonable timeline, but in no event longer than required by applicable law or regulation.
3.4 Reimbursement of Costs. Subject to the Limitation of PNC Liability to Customer provision in the
Agreement, PNC will reimburse Customer for the reasonable costs of breach investigation, notification
assessment, notification correspondence, and, where required by applicable law, credit monitoring
services("Incident-Related Costs")that arise from a Security Incident caused solely by PNC's breach of its
obligations under this Addendum to Customer.
29
Page 57 of 262
Agenda Item #5.
COLLECTIVE BANKING RESOLUTIONS: Master Resolutions
PART A: General
1. Client Information:
a. Name of Client("Client"): Village of Tequesta
b. Trade name(s)/DBA if applicable:
c. Type of Organization': Client is a Public Entity organized under the laws of Florida
("Jurisdiction of Formation").
d. Client Taxpayer ID(United States)/CA Business Number(Canada): 59-6044081
2. Execution and Delivery by a Common Signer on behalf of Multiple Entities: A"Common Signer"is a signer that is appointed and
authorized(in the same capacity),by multiple entities that share Common Ownership, to either: (1)be authorized to legally bind that entity to
the representations in the subject document; or (ii) record and maintain the legally binding books and records of the entity. For the ease of
doing business, in the event multiple entities have appointed the same Common Signer, that Common Signer may take the following actions:
(i) insert the name of the lead Client or the Client Group and"See the Attached List of Clients"in line 1(a) of this Part A; (ii) attach a list of
Entities for which the signer is a Common Signer("Client List"),and including on such list all of the information required to complete Part A
(1) under this Master Resolution; (iii) execute any one or more of this Master Resolution, Supplemental Resolutions, Schedules, and
Attachments(collectively the "Collective Banking Resolutions"),whereby it shall be deemed that the document(s) shall have been executed
by the Common Signer on behalf of each entity, as if such entity was the only entity listed in Section 1 of Part A above, and the
representations therein shall be binding on such entity. The Common Signer shall ensure that the Collective Banking Resolutions and any
related documents that it executes on behalf of any such entity shall be recorded in the business records of such entity. Entities listed on the
Client List may enter into relationships with the PNC Group directly through separate agreements, or under collective agreements with the
PNC Group.
3. Representation of Signer(s):The undersigned certifies,states,attests,and affirms that as to each entity listed as a Client:
a. they are duly authorized and tasked by each entity to record and maintain the legally binding books and records of that entity,
including but not limited to the contents of the Collective Banking Resolutions and can legally bind the entity to the same;
b. that each statement herein has been made,ratified and adopted by each entity,for itself,
c. the contents of this document are a true and correct statement of facts about each entity and each of the Resolutions below have
been adopted by the governing body of each entity,in accordance with its own governing documents and applicable law;and
d. The whole Collective Banking Resolutions, and each individual part thereof, are legally binding representations made by each
entity listed as a Client to The PNC Financial Services Group,Inc,including all of its subsidiaries and affiliated entities(each being
a"PNC Entity"), including but not limited to PNC Bank, National.Association, and to PNC Bank Canada Branch', (collectively
"Bank"),(all of the foregoing,collectively being referred to as the"PNC Group").
e. the Collective Banking Resolutions may be electronically executed and delivered to PNC Group under the Client's governing
documents and applicable law.
4. The definition of"Common Ownership"as used herein,with regard to any entities, shall mean the following: (i) an entity that, directly
or indirectly, controls or owns fifty-one percent(51%) or more of the other entity; (ii) fifty-one percent(51%) or more of an entity is,directly
or indirectly, controlled or owned by the other entity; or(iii) any entities where the same parties, directly or indirectly, control or own at least
fifty-one percent(51%)of the voting interest in each entity.
PART B: RESOLUTIONS
The following Resolutions have been duly adopted, and entered upon the regular minute books of the Client, made in accordance with the
governing documents of the Client,applicable and governing laws,and are now in full force and effect:
'Choose only one of the following:(i)Corporation;(ii)Partnership;(iii)Unincorporated Association;(i.v)Limited Liability Company;(v)
Manager Managed LLC;(vi)Member Managed LLC;(vii) Single Member LLC;(viii) Sole Proprietorship; (ix)Public Entity or Government.
If the Client is a different entity type,please contact your PNC Entity Relationship Manager.
'PNC Bank Canada Branch is a branch of PNC Bank,N.A.
Collective Banking Resolutions
Page 1 of 6 Master Resolution(v 06/23)
Page 58 of 262
Agenda Item #5.
1. Purpose: These Resolutions are to provide the PNC Group with. clarity regarding what has been authorized by the Client regarding
management of banking and financial activities the Client is undertaking with any member of the PNC Group, as set forth.more particularly
herein or in any schedule or attachment hereto, which may include banking, depository, treasury management, merchant services, obtaining
extension of credit or loans,and investment activities(individually,a"Financial Activity"and collectively"Financial Activities").
2. Integration of Supplemental Resolutions, Schedules and Attachments. The Client authorizes the expansion, reduction, or
modification of what is authorized for any particular Financial Activities by providing the PNC Group with supplemental resolution schedules
(each being a"Supplemental Resolution"). Supplemental Resolutions may be executed subsequently to the Master Resolutions and will be
incorporated into the Collective Banking Resolutions in accordance with this section. Additional documentation in the form of attachments or
schedules may be provided to the PNC Group, which provide more explicit detail regarding the general. statements and authorities regarding
Financial Activities set forth in the Collective Banking Resolutions ("Supplemental Documentation"). Client acknowledges and understands
that Supplemental Documentation must be in a form acceptable to the Bank. Supplemental Documentation and signed Supplemental
Resolutions shall be binding upon the Client, considered a part of the Collective Banking Resolutions,and will be effective after a reasonable
amount of time to act on the same has elapsed, subsequent to delivery and actual acceptance of the documentation by the applicable PNC
Entity. It is understood and agreed that the PNC Group may refuse or reject any Supplemental. Documentation or Supplemental Resolution
that it is unable or unwilling to comply with,or that is in a form that is not acceptable to the PNC Group or any applicable PNC Entity.
3. Sharing of Master Resolutions and Information. The Col.l.ective Banking Resolutions, or any part thereof, and any related
information or documentation provided by the Client to a PNC Entity may be shared with other members of the PNC Group for the purpose of
furthering the relationship with the Client and the PNC Group.
4. Execution and Delivery of Collective Banking Resolutions and Related Documents. The Collective Banking Resolutions and any
related agreements or documentation.may, at the option of the PNC Group,be electronically executed and delivered,or manually executed and
delivered on paper. Each of the undersigned or individuals designated herein are authorized to use electronic records and electronic signatures
to execute and deliver the Collective Banking Resolutions and any related agreements or documentation.. For the avoidance of doubt, the
authorization under this paragraph. may include, without limitation, manually signed Collective Banking Resolutions and any related
agreements or documentation that have been converted into electronic form(such as scanned into PDF format) for transmission, delivery and/
or retention.by the PNC Group(any such signature method being referred.to herein.as an "Signature Method").
In consideration of the PNC Group accepting documents with a Signature Method, to the extent legally permissible, the Client
irrevocably indemnifies and holds the PNC Entities accepting documentation or instructions executed by Signature Method, and their
respective agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments,
liabilities, losses, costs and expenses (including attorneys' fees) arising out of or resulting from the reliance of that PNC Entity on the
Signature Method or this Resolution regarding Signature Methods. For the avoidance of doubt, unless expressly stated otherwise,
nothing in the Collective Banking Resolutions shall be construed or interpreted as a governmental or sovereign Client waiving
sovereign immunity it may have, nor shall it be deemed to have waived or denied any remedy or defense available to it under the laws
of its Jurisdiction of Formation.
5. Requests Made by Telephone, E-mail, Automated Platform or Other Means. Each PNC Entity is authorized, in its sole
discretion, to take any action authorized hereunder, and to share information about the Client in the possession of the PNC Group,based upon
any communication the PNC Entity has a commercially reasonable belief to be from an Authorized Individual, as defined below, or any other
person reasonably believed to have been authorized to act by an.Authorized Individual, including but not limited to communications made by
telephone, facsimile, electronic mail, SWIFT message, secure on-line messenger, through any automated platform or electronic service
provided by the PNC Group, including the Bank's PINACLE 1z system or Dealer Access System, in accordance with the applicable security
procedures therefor,or via any other means of transmission or communication.
6. Copies of Resolutions and Governing Documents.
a. A copy of the Collective Banking Resolutions shall be delivered to the PNC Entity being engaged by the Client and the PNC Entity
shall be entitled to rely on the authority vested in the persons specified in the Collective Banking Resolutions, which shall remain in full
force and effect until a copy of a subsequent resolution revoking or modifying the Collective Banking Resolutions has been filed with a
member of the PNC Group and the applicable PNC Entity has had a reasonable time to act on it. The Collective Banking Resolutions
supersede any prior resolution of Client provided to the PNC Entity addressing the same subject matter.
b. Copies of any organizational or other documents, including but not limited to the articles or certificate of incorporation, the by-Laws
or regulations,the operating agreement, or other organizational documents of the Client,that the Client may deliver to a PNC Entity, shall
be, true, complete and correct copies thereof with all amendments thereto as in effect on the date of such delivery, which any PNC Entity
shall be entitled to rely on.
Collective Banking Resolutions
E,age 2 of 6 Master Resolution(v 06/23)
Page 59 of 262
Agenda Item #5.
7. Related Entities: Now or in the future, an entity or entities that are under Common Ownership with the Client, but do not share a
Common Signer with the Client(each being a"Related Entity"and collectively"Related Entities"),may appoint and empower the Client to
manage their banking relationships and Financial Activities. To make such.appointment, each Related Entity would execute and deliver to the
PNC Group a specialized resolution joining and binding the Related Entity to the Collective Banking Resolutions ("Joinder Resolution").
Such appointment would permit individuals authorized to act on behalf of the Client to also act on behalf of the related entities and legally
bind those related entities regarding Financial Activities. The relationship of the Related Entity(ies)with the PNC Group may be documented
under agreements that are separate or joint with the Client. Before such appointment becomes binding, the Client must first accept the
appointment and responsibility granted by the Related Entity under the Joinder Resolution by updating the Client list to include the Related
Entities and clearly identify them as being added by Joinder Resolution. The Joinder Resolution(s)will become part of the Collective Banking
Resolutions at such time as the Client updates the Client List to include the Related Entity(ies),which shall confirm the Client has accepted the
appointment.
In consideration of the PNC Group accepting,in its discretion,the ability of the Client to act on behalf of a Related Entity, and accept
Joinder Resolutions, if and when presented, and the related assertions that the Collective Banking Resolutions apply to the Related
Entity(ies), the Client, to the extent legally permissible, irrevocably indemnifies, defends, and holds the PNC Group, PNC Entities,
and their respective agents, employees, officers and directors, harmless from and against any and all claims, damages, demands,
judgments, liabilities, losses, costs and expenses (including attorneys' fees) arising out of or resulting from (i) any claims or actions
related to an assertion (or the reliance thereon by a PNC Entity) that the Client or a party authorized to act under the Collective
Banking Resolutions was not authorized to act on behalf of, or legally bind, any Related Entity; and(ii) any representations made by
the Client on behalf of any Related Entity. For the avoidance of doubt, unless expressly stated otherwise, nothing in the Collective
Banking Resolutions shall be construed or interpreted as a governmental or sovereign Client waiving sovereign immunity it may have,
nor shall it be deemed to have waived or denied any remedy or defense available to it under the laws of its Jurisdiction of Formation.
PART C: AUTHORIZATION OF INDIVIDUALS
L Incumbency and Grant of Authorizations and Powers:
0
a. Primary Authorized Individual(s): The following individual(s) shall be authorized, without further approval of the Client, to: (i)
undertake, modify and terminate any Financial. Activity; (ii) execute, modify and terminate any Supplemental Resolutions; (iii) add and
remove Related Entities participating in the Collective Banking Resolutions; (iv) accept, execute and/or deliver, any such agreements,
instruments and documents as may be required to facilitate or restrict any Financial Activity and the relationship with the PNC Group.
Any such Primary Authorized Individual shall be deemed an Authorized Individual able to execute any documentation for the entire
relationship between the Client and the PNC Group. Any Primary Authorized Individuals shall also be deemed to be Authorized
Individuals under any Supplemental Resolution regardless of whether they are listed on the Supplemental Resolution.. The Primary
Authorized Individual(s), their respective titles, and signature with the Client are as follows(The Client may at any time update,replace,
or supplement the Primary Authorized Individuals or any Authorized Individuals by executing a Supplemental to Part C attachment that
can be provided to the client).
Printed Name Printed Title Signature
i) Jeremy Allen Village Manager
ii) Jeff Snyder Finance Director
iii)
iv)
v)
vi)
vii)
viii)
Collective Banking Resolutions
Page 3 of 6 Master Resolution(v 06/23)
Page 60 of 262
Agenda Item #5.
b. Each Supplemental.Resolution.contains a list of individuals that hold the office,title or status with the Client listed next to their name
(each of the foregoing along with each of the Primary Authorized Individuals being an "Authorized Individual"). With regard to the
subject matter of the particular Supplemental Resolution only, each Authorized Individual. shall have the following authorities and
powers: (i) any powers and authority granted generally to Authorized Individuals in the Master Resolutions; (ii) the ability to delegate
and revoke any authority they have to others; (iii) add, remove, or update any signers or approvers for transaction; (iv) add or remove
Authorized Individuals within the same Supplemental Resolution; and (v) accept, execute and/or deliver, any such agreements,
instruments and documents as may be required by a PNC Entity,in its sole discretion,in connection with any transactions, including but
not limited to the furnishing of any services for with the Authorized Individual in empowered collectively under the Collective Banking
Resolutions. The execution of a Supplemental Resolution by the Secretary of the Client, a Primary Authorized Individual, or an
Authorized Individual under the previous version of the same Supplemental Resolution shall be conclusive proof that the Client
has authorized the activities and appointments set forth in that Supplemental Resolution. A Supplemental Resolution may be
executed simultaneously with the Master Resolution or at any time after execution of the Master Resolution. A PNC Entity may
require further documentation regarding the foregoing actions,which the Client shall supply upon request.
2. SPECIAL OR COMPLEX SIGNER REQUIREMENTS ARE INTERNAL REQUIREMENTS OF THE CLIENT AND NOT
ENFORCEABLE AGAINST THE PNC GROUP: CLIENT ACKNOWLEDGES, REPRESENTS AND AFFIRMS IT IS SOLELY
RESPONSIBLE FOR, AND IT UNDERSTANDS THE BANK CANNOT AND WILL NOT ENFORCE, NOR SHALL BANK BE
LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY SPECIAL OR COMPLEX SIGNING INSTRUCTIONS OR
REQUIREMENTS IMPOSED BY CLIENT IN ANY RESOLUTION ON PRIMARY AUTHORIZED INDIVIDUALS,
INDIVIDUALS AUTHORIZED TO PERFORM ELECTRONIC TRANSACTIONS, AUTHORIZED SIGNERS, OR ANY OTHER
INSTANCE, INCLUDING BUT NOT LIMITED TO INSTRUCTIONS REQUIRING DUAL SIGNING REQUIREMENTS OR
MONETARY AMOUNT LIMITS ON THE SIGNING AUTHORITY OF AN INDIVIDUAL(WHICH AT ALL TIMES WILL ONLY
BE CONSIDERED INTERNAL REQUIREMENTS OF THE CLIENT). IN ALL EVENTS ANY SINGLE PRIMARY
AUTHORIZED INDIVIDUAL SHALL BE ABLE TO BIND THE CLIENT. NOTHING IN ANY SUPPLEMENTAL
RESOLUTIONS OR SUPPLEMENTAL DOCUMENTATION SHALL OVERRIDE, REPEAL, REVOKE OR MODIFY TIDS
LIMITATION AND AT ALL TIMES THE PNC GROUP SHALL BE ENTITLED TO RELY ON TIDS ACKNOWLEDGMENT
AND REPRESENTATION.
3. Specimen Signatures: A PNC Entity may at any time require specimen signatures of any Authorized Individual. Signature
specimens may be supplied separately and after execution of the Master Resolutions and may be in any form acceptable to a PNC Entity,in its
discretion,including but not limited to a Certificate of Incumbency. When a specimen signature is provided for an Authorized Individual(the
name and title of the individual must also be clearly printed adjacent to or under the specimen signature),the Client authorizes any PNC Entity
to attach. those signatures to a PNC approved form on behalf of the Client and confirms the PNC Group may utilize the same as specimen
signature for all purposes authorized by the Collective Banking Resolutions. The Client acknowledges that a PNC Entity may determine,
in its discretion, not to establish accounts or other services and may suspend some or all transactions until such time as that PNC
Entity is in receipt of acceptable specimen signatures. Upon Request by a PNC Entity, the Client shall promptly supply to the requesting
PNC Entity specimen signatures of any Authorized Individual or person.appointed under a Supplemental Resolution and authorizes the Bank
to incorporate those specimens into a PNC approved form of the Collective Banking Resolutions. If signature specimens are requested b
PNC Entity,that PNC Entity may suspend some or all activities until specimen signatures have been supplied.
PART D: DEPOSITORY AND TREASURY MANAGEMENT SERVICES
1. Authorization of Depository. The Bank is designated a depository of the Client and is authorized to accept monies,wire and other
electronic fund transfers, checks, drafts,notes, acceptances or other evidences of indebtedness for deposit, or for collection by the Bank and
deposit upon receipt of payment therefore by the Bank,(including deposits and collections of payments in such foreign currencies as the Bank
may accept from time to time), to the credit of the Client in such deposit account or accounts as the Client may have with the Bank(each an
"Account"),without the endorsement of the Client appearing thereon, and Client promises to pay the Bank for any Items(defined below)that
are returned for lack of endorsement. Authorized Individuals are authorized to open or close Accounts, and to instruct the Bank as to the
disposition of funds in any Account to be closed,all by written instruction to the Bank, (electronically or otherwise),by any one such person.
These resolutions and authorizations shall apply to all existing and future Accounts and may include Accounts denominated in one or more
foreign currencies.
Collective Banking Resolutions
Page 4 of 6 Master Resolution(v 06/23)
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Agenda Item #5.
2. Authorization to Open and Close Accounts,Obtain Treasury Management Services,and Delegate Authority.In addition to any
other authorities and powers granted in the Collective Banking Resolutions, each Primary Authorized Individual shall have the ability to: (1)
open and close Accounts; (ii) obtain, change, modify or terminate treasury management services in the sole discretion of the Authorized
Individual including, without limitation, services for the initiation or origination of transactions, transfers or withdrawals of funds from or to
the Accounts, either in United States dollars or in such.foreign.currencies as Bank may make available from time to time; (iii) to designate,in
writing, other persons who are authorized to obtain such treasury management services or to enter into such transactions or to give instructions
to the Bank with respect to such services or transactions; and(iv) take any other actions authorized by the:Master Resolutions. The Authorized
Individuals will execute and provide such documentation as the Bank may require in furtherance of these activities.
3. Signing Checks, Instruments and Withdrawal Orders, Performing Electronic Transactions and Delegating Authority. Any
Any Primary Authorized Individual is authorized. to sign, execute, deliver and negotiate checks, drafts, bills of exchange, acceptances and
other instruments or withdrawal orders or drawn on.the Accounts of the Client with the Bank("Items") and to delegate such authority to other
persons. Any person authorized to sign, execute, deliver or negotiate Items by and through authority directly granted under the Collective
Banking Resolutions, or by and through delegation of authority by a Primary Authorized Individual, (each being an "Authorized Signer"),
must first provide a specimen signature acceptable to the PNC Group which shall. first be affixed to and appear on the account signature card
for Accounts. As confirmation of the authority of such persons, the account signature card shall be executed by a Primary Authorized
Individual,or such other individual as may be acceptable to the PNC Group.
Any Primary Authorized Individual is authorized to perform electronic transactions related to Accounts and to delegate such authority to other
persons. Client acknowledges it is solely responsible for establishing,overseeing and administering all entitlements and authorizations to
perform electronic transactions.
ANY SPECIAL OR COMPLEX SIGNER REQUIREMENTS ARE NOT ENFORCEABLE WITH REGARD TO AUTHORIZED
SIGNERS SIGNING,EXECUTING OR DELIVERING ITEMS.
4. Authorization for Use of Facsimile Signature.Use of facsimile signatures,including but not limited to facsimile signature made by
computer, machine or other mechanical. device, or rubber stamp is authorized for any signatures provided on account signature cards. The
Bank is hereby requested, authorized and directed to honor any and all items bearing a facsimile signature of any person listed on a signature
card given by Client to the Bank. The Client assumes full responsibility for all.payments made by the Bank in good faith reliance upon such
facsimile signature(s) and the Bank shall be entitled to pay and charge to the account of the Client any and all such Items, regardless of by
whom or by what means such facsimile signature(s) thereon may have been affixed thereto. The Bank is authorized to make payments from
Accounts, upon and according to such Items and other written instructions, whether given by manual. or facsimile signature, in each. case
regardless of whether payment is requested to be made to the order of or for the benefit of, or whether payment is to be deposited to the
individual. credit of or tendered in payment of the obligation to the Bank of, the person.making the withdrawal or transfer or any Authorized
Individual.
[remainder of this page left intentionally blank]
Collective Banking Resolutions
Page 5 of 6 Master Resolution(v 06/23)
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Agenda Item #5.
Note:
For Partnerships,all general partners must sign unless the partnership agreement outlines other signing authorities
For Limited Liability Companies,all members must sign unless the operating agreement identifies one or more managers,in which case
the managers must sign.
For Corporations, Unincorporated Associations and Other Organizations: The Secretary,must sign as attesting officer.
If the Secretary, as the attesting officer,is also granted authorization to act in Part C,then one other authorized representative must sign
below.
Z By checking this box,you are attesting that there is no Corporate Secretary.
IN WITNESS WHEREOF,and intending to be legally bound hereby,the undersigned have hereunto set their hands and seals this
(Date).
(If field is left blank,the time stamp that is associated with the E-Signature will be the date the document was executed.)
ATTESTATION:
C1i nt Name: Village of Tequesta
onature Sig re
er my Allen Jeff Snyder
rinted Name Printed Name
Village Manager Finance Director
Title Title
Signature Signature
Printed Name Printed Name
Title Title
Collective Banking Resolutions
Page 6 of 6 Master Resolution(v 06/23)
Page 63 of 262
Agenda Item #5.
PUBLIC RECORDS. In accordance with Sec. 119.07011 Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VI LLAG E, AT (561) 768-0440, OR AT
Imcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 64 of 262
Agenda Item #5.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA")
by ensuring that the Contractor's [ agreement/bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images,graphics,text, audio, video, and multimedia, shall be provided in aformat
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 65 of 262
Agenda Item #5.
V*111age of T
r
a '
34s Tequesta Drive 561-768-0700
Tequesta, FL 33469 www.tequesta.org
C•
r
Village Clerk's office Memorandum
TO: Jeremy Allen, Village Manager
FROM: Lori McWilliams, MPA, MMC, Village Clerk
DATE: 2/24/2025
SUBJECT: CivioPlus --AudioEye
CivicPlus offers a tool for remediation on our website called AudioEye. They are offering it to us
for free between now and 9/30/2025. If we like it and vivant to continue with it, the cost will be
$2500 (plus an annual fee increase each year).
AudioEye Highlights:
• It tests the website against all of the WCAG, probably around 200 issues; things that can
impact keyboard navigation and screen readers, incorrect page structure, missing alt text
from images, etc.
• You get a live dashboard that's available to see exactly what issues they have flagged,
resolved, and are in progress of resolving on your website
• They offer legal protection if we ever get sued
• They certify our website is compliant
• They have manual testing done by groups of people with disabilities
• Its hands off and automatic!
• AudioEye does NOT remediate any PDFs
Since AudioEye does not remediate PDF files, Brad Gomberg and I are working with our CivicPlus
rep to demo CommonLook for PDFs.
believe it would be useful to take therm up on the free offer through September to see if this
product would help us. It will not be able to assist our iCompass portal or our Document Center
portal, but it may be just the tool we need for the other website content. We could have our
team members not upload PDFs, but upload word files maybe and see how that 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:zzbit.ly/3rnnfeU4
Page 66 of 262
Agenda Item #5.
4M
civicp1lus Statement of Work
302 South 4th St.Suite 500 Quote#: Q-92470-1
Manhattan,KS 66502 Date: 2/10/2025 1:03 PM
us Expires On: 4/11/2025
Client: Bill To:
Village of Tequesta, FL TEQUESTA VILLAGE, FLORIDA
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Joseph Borelli joseph.borelli@civicplus.com Net 30
Discount(s)
QTY PRODUCT NAME DESCRIPTION
1.00 Accessibility Year 1 Annual Fee Year 1 Annual Fee Discount
Discount
Recurring Service(s)
QTY PRODUCT NAME DESCRIPTION
1.00 AudioEye Managed AudioEye Managed: hftps://www.tequesta.org/
List Price- Initial Term Total LJ S D 1 602
Total Investment-Prorated Year 1 USD 0.00
Annual Recurring Services (Subject to Uplift) USD 2,500.00
Total Days of Quote:233
Initial Term Beginning at signing and ending 9/30/2025,
Renewal Term 1011 each calendar year
Initial Term Invoice Schedule 100% invoiced at signing, to be
prorated based on signature date.
The Annual Recurring Services subscription fee for the Products (as described above) included in this SOW are prorated
and co-termed to align with the Client's current Accessibility billing schedule and the Annual Recurring Services amount
will subsequently be added to Client's Term and regularly scheduled annual invoices under the terms of the Agreement.
V.PD 06.01.2015-0048
Page 1 of 3
Page 67 of 262
Agenda Item #5.
This Statement of Work("SOW")shall be subject to the terms and conditions of Master Services Agreement signed
by and between the Parties and the applicable Solutions and Services Terms and Conditions located at: https://
www.civiWjus.help/hc/en-us/sections/1 1726451593367-Solut ns-and-Services-Terms-and-Conditions(collective,the
"Agreement"). By signing this SOW, Client expressly agrees to the terms and conditions of the Agreement, as though set
forth herein.
Please note that this document is a SOW and not an invoice. Upon signing and submitting this SOW, Client will receive
the applicable invoice according to the terms of the invoicing schedule outlined herein.
V. PD 06.01.2015-0048
Page 2 of 3
Page 68 of 262
Agenda Item #5.
Acceptance of Quote#Q-92470-1
The undersigned has read and agrees to the Binding Terms, which are incorporated into this SOW, and have caused this
SOW to be executed as of the date signed by the customer which will be the Effective Date:
For CivicPlus Billing Information, please visit # :l_w�8M.o'viggr
lfy/
Authorized Client Signature CivicPlus
By(ple se sign): By(please sign):
Printe ame: Printed Name:
Jere j
Allen
Title: Title:
Village Manager
Date: Date:
2/24/2025
Organization Legal Name:
Lori McWilliams
Billing Contact:
Village Clerk
Title:
56 1-76 8-044 3
Billing Phone Number:
Imcwilliams@tequesta.org
tequesta.org
Billing Email:
345 Tequesta. Drive, Tequesta, FL 33469
Billing Address:
Mailing Address: (If different from above)
Po number: (Info needed on Invoice (Po or Job#) if required)
V.PD 06.01.2015-0048
Page 3 of 3
Page 69 of 262
Agenda Item #5.
PUBLIC RECORDS. In accordance with Sec. 119.07011 Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VI LLAG E, AT (561) 768-0440, OR AT
Imcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 70 of 262
Agenda Item #5.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA")
by ensuring that the Contractor's [ agreement/bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images,graphics,text, audio, video, and multimedia, shall be provided in aformat
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 71 of 262
Agenda Item #5.
Lori McWilliams
From: Jeremy Allen
Sent: Monday, February 10, 2025 4:40 PM
To: Lori McWilliams
Subject: RE:AudioEye for ADA Remediation on our website
1*'m for the trial. We can see how it works and if worth the money. As Legat as stated the document center can
have a note referring them to your office if an ADAversion is needed. The website content including attachments
is key. We may need to modify the documents or not attach documents. After we determine how many
documents we have that are issues we can better understand the scope of the probtem.
Village Manager
Village of Tequesta
ja lien to uesta.0[9
(561)768-0465
Values: Excellence Ethics and Transparency Quality of Life Employees
To receive general, emergency and Friday newsletter updates from the Village of Tequesta, subscribe to our
alert system-, https.
Jwww.tequesta.or ZZ117L Frier gency:Alerts
From: Lori McWilliams<IrncwiIIiams@tequesta.org>
Sent: Monday, February 10, 2025 4:23 PM
To:Jeremy Allen <ja lien @tequesta.org>
Subject:AudioEye for ADA Remediation on our website
Jeremy,
CivicPlus offers a tool,for remediation on our website cared AudioEye. They are offering it to us for free
between now and 9/30/2025. If we like it and want to continue with it, the cost wil.l.be $2626 (plus an
annual fee increase each year).
Audio
We discussed the AudioEye ADA promotion and having it added for free for the remainder of your website term
through 9/30/2025.Afterwards., it will have an annual renewal amount of$2625 if you choose to keep it. If you
Page 72 of 262
Agenda Item #5.
decide you want to have this turned on,just let me know back through email and IT make it happen for you!You'll
see an attachment that documents the product.To recap the highlights:
• It is testing the website against all of the WCAG, probably around 200 issues;things that can impact
keyboard navigation and screen readers, incorrect page structure, missing a It text from images, etc.
• You get a live dashboard that's available to you to see exactly what issues they have flagged, resolved, and
are in progress of resolving on your website
• They offer Legal protection if you ever get sued
• They certify your website is compliant
• They have manual testing done by groups of people with disabilities
• Its hands off and automatic!
• AudioEye does NOT remediate any PDFs
Since AudioEye does not remediate PDF files, I have a follow up question into Joseph (my rep):
"If we use the too[ inside CivicPtus to convert a file to PDF,will AudioEye remediate it first before
the CivicPlus system converts it to PDF? And if it does remediate it and we convert it to a PDF
using the CivicP(us conversion too[, does the remediation it did prior to conversion to PDF go
away?„
In any case, I believe it would be useful to take them up on the free offer through September to see if this
product would help us. It will not be able to assist our iCompass portal or our Document Center portal,
but it may be just the too[we need for the other website content. We could have our team members not
upload PDFs, but upload Word files maybe and see how that works.
Lori McWilliams, MPA,, MMC
Village Clerk/Public Information Officer
Office: 561-768-0443
Cell: 561-367-5006
345 Tequesta Drive, Tequesta FL 33469
www.te_questa.org
-I To receive generaL,emergency and Friday newsletter updates from the Village of Tequesta,
subscribe to our alert system: https;lj-wv-vw.teques-ta.-or-gi-117-81-Em-e-rgenc)i_!Aterts
REGION III DIRECTOR
Alabama,Florida,Georgia,North CaroUna,South Carolina
2
Page 73 of 262
Agenda Item #5.
V '111age of T
345 Tequesta Drive 561-768-0700
Tequesta, FL 33469 ' www.tequesta.org
STAFF MEMO
Date: February 27, 2025
To: Jeremy Allen,Village Manager
From: Marjorie G Craig, PE, Director, Utilities Department
Re: Consider Approval of Kimley-Horn and Associates (KHA) Work Authorization for As-
Needed General Engineering Services for a Total Not to Exceed $12,000
The Village of Tequesta Utilities Department (UD) recommends approval of a work authorization (WA)
with Kimley-Horn and Associates (KHA) for as-needed general engineering services such as meetings,
research, and miscellaneous review of technical subjects and expert consulting as needed for a total not
to exceed $12,000.
KHA has a master agreement with the Village through the Consultant's Competitive Negotiations Act
(CCNA), FS287.055, approved on September 10, 2020.The UD has ongoing projects and activities that
need general engineering expertise throughout the year. As part of its CCNA continuing services
agreement, KHA has contracted with it to perform as-needed general engineering services.The CCNA
requires public agencies to select professional service firms based on qualifications.
Please see the attached scope of services for more details. The work authorization will be funded by the
Water Fund account for engineering services.
WATER FUND-Account 401-241-531.302-Water Admin Engineering Services
Budgeted amount: $100"000
Available amount: $ 75,000
Amount of this proposal: $ 12,000
Total Remaining: $ 63,000
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 262
Agenda Item #5.
VILLAGE OF TEQUESTA
ENGINEERING SERVICES WORK AUTHORIZATION
GENERAL ENGINEERING SERVICES
This Work Authorization authorizes Kimley-Horn and Associates, Inc. to perform work set forth
herein and is issued pursuant to The Professional Engineering Services Agreement, between
the Village of Tequesta ("Client" or"Village") and Kimley-Horn and Associates, Inc. ("Kimley-
Horn or"Consultant"), dated September 10, 2020 ("Agreement"). All terms and conditions of
said Agreement are hereby incorporated and made part of this Work Authorization.
PROJECT UNDERSTANDING
The Village's Utility staff periodically requires support from Kimly-Horn to provide general
engineering services on varying utility and engineering reviews/needs. For staff to make use of
these services, it was determined to prepare this scope of services and an estimated fee
amount to establish an internal budget for requested services along with a Purchase Order tied
to these services. It is the intent that these services could be requested in the current fiscal year
of the executed Authorization.
SCOPE
Some of the General Engineering Services that the Village could request from Kimley-Horn are
outlined below. Note that other types of services outside of these scope items noted below
could also be requested.
1. Provide plan reviews of other Consultants work or plans from another agency performing
work within the Village.
2. Attend meetings as requested by the Village to provide consulting services/advice on
projects that are outside of Kimley-Horn's current project contracts.
3. Provide calculations/memos on a specific special project request from Staff.
4. Provide training of Village hired engineering interns.
ADDITIONAL SERVICES
Any services not specifically provided for in the above scope, as well as any changes in the
scope requested by the Village, will be considered additional services to this Work Authorization
and will be performed based on subsequent Work Authorizations approved prior to performance
of the additional services.
INFORMATION AND SERVICES PROVIDED BY THE VILLAGE
Kimley-Horn assumes that all information provided by the Village can be relied upon in the
performance of professional services. The following information shall be provided to Kimley-
Horn and/or the following services will be performed by the Village.
• Design plans/permit applications by others
• Record drawings
1
Page 75 of 262
Agenda Item #5.
SCHEDULE
For Scope Items 1 thru 4, Kimley-Horn will complete the requested work/task assigned as
mutually agreed upon by Kimley-Horn and the Village at the time of the assignment request,
exclusive of delays beyond the control of the Consultant.
COMPENSATION
Kimley-Horn will perform the services described in the Scope of Services Items 1 —4 above on
an hourly basis with a not to exceed amount of twelve thousand dollars ($12,000.00) in
accordance with the hourly rates established in the Professional Engineering Services
Agreement between the Village and Kimley-Horn. Each Task requested will be invoiced
separately that will describe the services performed.
Accepted by:
Village of Tequesta Kimley-Horn and Associates, Inc.
Jerem Allen Digitally signed by Jeremy Allen
Y Date:2025.02.2710:50:27 05'00'
Jeremy Allen, Village Manager Michael F. SeKwartz, P.E. Sr. Vice President
Date: Date: 2/27/2025
2
Page 76 of 262
Agenda Item #5.
PUBLIC RECORDS. In accordance with Sec. 119.07011 Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records, CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VI LLAG E, AT (561) 768-0440, OR AT
Imcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 77 of 262
Agenda Item #5.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA")
by ensuring that the Contractor's [ agreement/bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images,graphics,text, audio, video, and multimedia, shall be provided in aformat
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 78 of 262