HomeMy WebLinkAboutDocumentation_Regular_Tab 03_09/12/2013 ��� VILLAGE OF TEQUESTA
` ''�� AGENDA ITEM TRANSMITTAL FORM
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1. VILLAGE COUNCIL MEETING:
Meeting Date: Meeting Type: Regular Ordinance #: t�lick t�ere to enter text.
September 12, 2012
Consent Agenda: Yes Resolution #: Clicd� here to enter text.
Originating Department: Manager
' 2. AGENDA ITEM TITLE: (Wording form the SUBJECT line of your staff report)
1. Per Village Ordinance we are presenting the following agreements, proposals, commitments and
memorandum of understanding to Council:
3. BUDGET / FINANCIAL IMPACT:
Account #: a. 001-210-546.303 Amount of this item: a. $10,705.00
b. 001-210-546.309 b. $10,700.00
c. Multiple Departments c. $ 825.00
Current Budgeted Amount Available: Amount Remaining after item:
a. $10,828.00 a. $123.00
b. $16,127.00 b. 5,427.00
c. $27,040.00 c. 26,215.00
Budget Transfer Required: No Appropriate Fund Balance: No
4. EXECUTIVE SUMMARY OF MAJOR ISSUES: (This is a snap shot description of the agenda item)
1. Per Village Ordinance we are pres�ntin� the following agre2ments, propo�al�,
commitments and memorandum of understanding to Council:
a. CMI/Custom Mechanical, Inc.-Air Conditioning & Electrical Maintenance Agreement.
b. Terracon Services, �nc. Contract Agreement for Tequesta Drive median beautification.
c. Mimecast North America, Inc. Services Agreement for email/data archiving.
5. APPROVALS: , , '�
Dept. Head: Finance Director: 0 Reviewed for Financial
��� " Sufficiency
� No Financial Impact
Attorney: (for legal sufficiency) Yes ❑ No �
.__.�- , _
Village Manager: �-=-
• SUBMIT FOR COUNCIL DISCUSSION: �
• APPROVEITEM: ❑
• DENY ITEM: �
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`� MEMORANDUM
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: �� Village of Tequesta
� Administration
TO: Village Council
FROM: Michael Couzzo, Village Manager
DATE: September 12, 2013
SUBJECT: Presentation of Agreement, Contracts, etc.
Per Village Ordinance I respectfully present the following agreements, proposal,
commitments and memorandum of understanding to Council.
a. CMI/Custom Mechanical, Inc. Air Conditioning & Electrical Maintenance
Agreement to replace HVAC System in the Council Chambers.
b. Terracon Services, Inc. Contract Agreement for Tequesta Drive median
beautification.
c. Mimecast North America, Inc. Services Agreement for email/data archiving
SYSTEM � AIR COND 14 STREET �RICAL
PROPOSAL � � LAKE PARK, FL 33403
Date• 7/29/13 PHONE: (561) 844-1004 • FAX: (561) 844-1074
' Email: Infona,cmiac.com
Cu�tom 11�Ch�i��1, lnc. Lic. #CACO56667/EC0002042
Proposal submitted to: Village of Tequesta Job location ff different:
Street: 345 Tequesta Dr. Street:
City, State Zip: Tequesta, FL 33469 City, State Zip:
Phone: 56i.768.054o Phone:
Auxiliary Drain Pan New Supply Drop X All Required Permits
X Float Switch New Return Drop X Dispose of Old Equipment
New Line Set Size:'/+-3/8 Flex Duct System Crane Rental
New Slab
Standard Thermostat New Electric Line To Equipment 5 inch MERV �o Filter
X Progremmable thermostat New Disconnect UV Light
All work performed to be in a neat and professianal man�r by CMI superior txhnicians. Sweeping, dustlng, and vawuming will be accomplkhed at tlie conclusion of each day's
work and all debrk removed from the premises. Warranties are prwided Monday-Friday, 8am-5pm (exclud'mg holidays), My akervhour wamanty call is subject W aftervhours fee.
Warranties do not cover fuses, filters, clogged drains or existing parts and materials.
Vertical x Horizontal
Tonnage/Heat 7.5 Ton 7.5 Ton i5 Ton
Replace Compressor Replace Condenser Replace System
Manufacturer Trane Trane Trene
Condenser - TTAogoG3ooA TT�AO9oD3ooA
Air Handler - - DUFB Modular Coil Pack &
Modular Blower Section
Total $4,53 54,475 $
FPL Rebate o 0 0
ESA Discount $745 Sz�3 $5
Final Investment $3,7 $4,Z6Z $�0,�96
Labor Warranty �yr iyr �yr
Comp. Warranty iyr 5Yr iyr
Parts Warranty - 5Yr iyr
Notes Option �: Replace locked compressor, driers and (z)TXV at coil section.
Optan z: Replace outdoor unit with same (R-zz) unit model number, driers and (z) TXV at coil section
Option 3: Replace outdoor unit (R4�oa), modular coil section and replace blower components.
Signature: Kelly McCann
(Company)
Signature: Date:
(Customer)
CMI-Custom Mechanical, Inc. September 12, 2013
Air Conditioning & Electrical System Proposal
Village Hall Council Chambers HVAC System Replacement
ADDENDUM
Public Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor
must keep and maintain this Agreement and any other records associated therewith and that are
associated with the performance of the work described in the Scope of Services. Upon request,
the Contractor must provide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work described in the Scope of Services are not disclosed except as
authorized by law. Finally, the Contractor shall retain the records described in this paragraph
throughout the performance of the work described in the Scope of Services, and at the conclusion
of said work, transfer to the Village, at no cost to the Village, all such records in the possession
of the Contractor and destroy any duplicates thereof. Records that are stored electronically must
be transferred to the Village in a format that is compatible with the Village's information
technology systems.
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3 " ` ���� � � �Y �.� �
ERRA�O► 7/24/2013 # 4g�o
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sERV�cES, �nc.
t5s1� 743 -1129
Village of Tequesta - Public Works Job Name
Attn: Matt Haluck Tequesta Drive Median
345 Tequesta Drive
Tequesta, FL 33469
_ . . , _. _.._.___.__-. _ �:.. �_ _=_.z ,_ _ _._:_,_, _.:: ___.__ -- -__ _ _._ _._ _ _.--
-: ---- ,
Qt Size Unit Pnce Total
,.; _ ,-_;
_ , _ ,. _ -�.._ ,, _ ..: �_._ _ --_ _ _ , :.= - --- _ - _ - - .. � _ „_. , :, . . . _ .:. __ :
1 Clean up and prep bed for new plantings 540.00 540.00
3 Red Crape Myrtle 7'oa 150.00 450.00
2 Silver Bismarkia 8'ct 1,000.00 2,000.00
320 Annuals #1 2.25 720.00
4 Fuchsia Bougainvillea Stump-Mulri 5'oa 375.00 1,500.00
214 Green Island Ficus #3 8.00 1,712.00
106 Plumbago #3 8.00 848.00
- 112 Dwarf Podocarpus #3 8.00 896.00
64 Redtip Cocoplum #3 8.00 512.00
38 Sloppy Painter Croton #3 10.00 380.00
1,100 Floritam Sod-estunated S.F 0.32 352.00
10 Topsoil C.Y 25.00 250.00
180 Mulch Bag 3.00 540.00
Irrigation by others 0.00
DO NOT PAY - PROPOSAL TOTAL $10,700.00
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All material and labor are included. In acceptance of this contract, please sign below and return with a deposit equaling 50% of the
proposal amount.
Customer Signature Date
P.O. Box 2766 • Jupiter, FL 33468 • 561-743-1129 • Fax 561-743-1079
Tenacon Services, Inc. September 12, 2013
Services Contract
ADDENDUM
Public Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor
must keep and maintain this Agreement and any other records associated therewith and that are
associated with the performance of the work described in the Scope of Services. Upon request,
the Contractor must provide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work described in the Scope of Services are not disclosed except as
authorized by law. Finally, the Contractor shall retain the records described in this paragraph
throughout the performance of the work described in the Scope of Services, and at the conclusion
of said work, transfer to the Village, at no cost to the Village, all such records in the possession
of the Contractor and destroy any duplicates thereo£ Records that are stored electronically must
be transferred to the Village in a format that is compatible with the Village's information
technology systems.
�
� i S�vices A reement
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This Agreement is ente�red i o o •� , 2013 (the "Effective Date") by and between Mimecast North
America, Inc. of 480 J?leasant�Str t atertown, MA 02472 ("Mimecast"), and
� Village of Tequesta
345 Tequesta Dr.,
Tequesta, FL 33469-0273
__---
Signed Signed
For and on behalf of Mimecast For and on behalf of �
Name Name „w/�w+�ai a ��
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Position Position .+
Customer Phone Fax Email
1. DEFINITIONS
For purposes of this Agreement, "including" means including without limitation, "days" refers to calendar days unless
otherwise specified, and "herein," "hereof," "hereunder," "hereto" or other similar expressions refer to this Agreement. All
defined terms will have the meanings set forth in this Agreement.
"Agreement" means this Agreement, any Appendices to this Agreement, the Service Levels, Service Description, Technical
Support Description, (and if appropriate the Data Ingestion Service Guide); all as amended by the parties from time to time. ,
"Commencement Date" means the Effective Date unless otherwise specified in Appendix 1.
"Data" means the Customer data provided by or on behalf of Customer or Pernutted Users to Mimecast in the course the
Services including all Customer data processed during the operation of the Services, all Personal Information and if
appropriate, Customer's Legacy Data following the conclusion of the Data Ingestion Service.
"Data Ingestion Service" is the process of adding the Legacy Data of the Customer into the Service in accordance with the
Data Ingestion Service summary attached as Appendix 2, and the Data Ingestion Service Guide. The fees related to this
process aze identified as "Data Ingestion Service Fees" and detailed in Appendix 1. The detailed Data Ingestion Service
Guide will be provided to Customer' technical support contacts prior to the commencement of the Data Ingestion Service.
"Fees" means the fees payable by Customer pursuant to this Agreement, including Service Fees and any Technical Support
Fees, but excluding, where appropriate, Data Ingestion Service Fees.
"Initial Term" means twelve months, or as otherwise specified in Appendix 1, starting on the Commencement Date.
"Intellectual Property Rights" means all intellectual property rights, including patents, trademazks, trade names, service
mazks, copyrights, trade secrets, know-how, processes, technology, development tools, data, ideas, concepts, design rights,
domain names, moral rights, database rights, methodology, algorithms and inventions, and any other proprietary information
(whether registered, unregistered, pending or applied for).
"Legacy Data" means the Customer data provided to Mimecast for the Data Ingestion Service. At the successful conclusion
of the Data Ingestion Service, Legacy Data shall be included in the defuution of Data under the Agreement.
"Pernutted Users" means the paid for users as specified in Appendix 1, defined as individual people possessing one or more
email addresses under the Customer's domain names and employed by or under the Customer's control.
"Personal Information" means non-public, personally identifiable information as defined or used in the applicable data
protection laws or regulations.
"Service Description" means the current specifications of the Services available to Customer, found on the Mimecast
website at www mimecast com/service-descriptionl, and included hereunder in accordance with Section 11.6.
"Service Fees" means the fees due from Customer to Mimecast for the Services.
"Service Levels" means the current service levels corresponding to the Services, found on the Mimecast website at
www.mimecast.com/service-levels, and included hereunder in accordance with Section 11.6.
"Services" means the SaaS-based, unified, enterprise email management service for azchiving, discovery, continuity, security
and policy provided by Mimecast pursuant to this Agreement by means of infrastructure including application software,
networks, computing and storage. The Services subscribed to by Customer are specified in Appendix 1, as updated or
amended by mutual written agreement of the parties, and are provided by Mimecast in consideration for the Service Fees
US Services Agreement v1,12 Page 1 of 10
, paid and in accordance with this Agreement. This definition does not include Data Ingestion Services Fees which are
defined sepazately.
"Set-up and Connect" is the process of defining the system user settings and policies for the Services. The fees related to
this process aze identified as"Set-up and Connect Fees" and detailed in Appendix 1.
"Technical Support Services Description" means the current specifications of Mimecast's technical support services
available to Customer, found on the Mimecast website at httn://www.mimecast.com/About-us/Contact-us/and included
hereunder in accordance with Section 11.6.
"Technical Support Fees" means the fees due from Customer to Mimecast for telephone and online support.
"Usage Allowance" means the email and/or byte count allowance of the Customer's Permitted Users as specified in
Appendix 1.
2. SERVICES
2.1 Subject to the terms and conditions of this Agreement, Mimecast hereby agrees, during the Term:
a) to provide the Services to Pernutted Users in accordance with the Agreement (including the Service Description,
Technical Support Description, Service Levels and Usage Ailowance);
b) to permit the Pernutted Users to access and use the Services;
c) if Customer has requested Data Ingestion Services they shall start at a mutually agreed time following the
Effective Date of this Agreement and be performed in accordance with the Data Ingestion Serviere Guide, a summary of
which is attached hereto. Mimecast shall work with Customer to ensure the successful ingestion of Customer's Legacy Data.
Customer will provide Mimecast with Data Ingestion Service sign-off, or a comprehensive list of anomalies within fifteen
(15) days of notification of completion of the Data Ingestion Services by Mimecast. If no notification of sign-off or list of
anomalies is received by Mimecast within this time then the Legacy data ingested will be deemed as unconditionally
accepted by Customer, be made available to the Permitted Users of the Services and be considered as Data under this
Agreement.
d) in the event of Customer and/or Mimecast identifying anomalies in the initial Data Ingestion Service, Mimecast
will re-perform the Data Ingestion Service in accordance with the Data Ingestion Service Guide.
e) to provide ongoing maintenance, upgrades and enhancements to the Services; and
fl to comply with all applicable laws and regulations.
2.2 Mimecast will provide the Services to Customer as set forth in this Agreement beginning on the Commencement
Date.
23 Mimecast will provide the Set-up and Connect as part of the Services. Following the Set-up and Connect,
Customer will be responsible for checking the configuration and for the timely delivery of any Data required by Mimecast to
configure the Services and the networks and computer systems to enable Permitted Users to access the Services.
2.4 If at any time within thirty (30) days from the Commencement Date Customer wishes to terminate this Agreement,
for any reason, Customer may give notice of termination, in accordance with Section 113 to Mimecast whereupon this
Agreement will ternvnate immediately. If any Fees have been paid in advance then they will be refunded. If notice of
temunation is not received prior to 5:00 pm EST on the thirtieth (30'�') day following the Commencement Date, then the
Services will be deemed to have been accepted for the Initial Term.
3. PAYMENT TERMS
3.1 As of the Effective Date Customer will be invoiced and will pay the Fees (and if appropriate Data Ingestion
Service Fees) specified in Appendix 1 to Mimecast in accordance with Section 3.2 below. Service Fees for the Initial Term
and any subsequent Renewal Terms will be paid by check monthly in advance. Any other charges and expenses which fall
due under this Agreement, or aze mutually agreed by the parties from time to time will be paid by Customer monthly in
arrears.
3.2 Fees are due net thirty (30) days from the invoice date. All payments under this Agreement will be in United
States dollars.
3.3 With the exception of disputed invoices under Section 3.5, if any amount due to Mimecast is not paid by the
applicable due date then Mimecast may: (i) chazge interest on any unpaid amount due at the rate of one and one-half percent
(1.5°/a) per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until
the date paid; and (ii) at Mimecast's sole discretion, suspend the Services, upon fifteen (15) days prior notice, until such
amounts are paid in full.
3.4 Unless othenvise stated or agreed by the parties, the Fees and any other chazges hereunder do not include any
local, state, federal, or foreign taxes, levies or duties of any nature. Customer is responsible for paying any such taxes,
excluding taxes based on MimecasYs income.
3.5 Customer will notify Mimecast in writing within fifteen (15) days of receipt of an incorrect or invalid invoice,
giving their reasons. If only part of an invoice is disputed the Customer will pay the undisputed amount as detailed herein.
4. CUSTOMER'S RESPONSIBILITIES
US Services Agreement v1.12 Page 2 of 10
4.1 Subject to the terms and conditions of this Agreement, Customer hereby agrees, during the Term:
a) to use the Services for its own business purposes, and for processing the Data, and that it wili not license,
sublicense, sell, resell, rent, lease, transfer, distribute, time shaze or otherwise commercially exploit or make the Services
available to any third party, as a part of a service bureau arrangement or otherwise, for any unauthorized purpose or in any
unauthorized manner;
b} to use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify
Mimecast promptly of any such unauthorized use;
c) to comply with all applicable laws and regulations in using the Services, wherever such use occurs, and not use, or
require Mimecast to use, any Data obtained via the Services for any unlawful purpose;
d) to comply with Mimecast instructions and requirements set forth in this Agreement;
e) that it will not: (i) send, upload, or dish�ibute any unlawful, libellous, defamatory, hazassing, threatening, abusive,
fraudulent, infringing, obscene, or otherwise objectionable content; (ii) send junk mail, spam, chain letters, phishing or
unsolicited mass distribution of email; (iii) intentionally distribute viruses, malicious code, or any other items of a harmful,
destructive or deceptive nature; (iv) promote or encourage illegal activity; (v) copy, modify, create a derivative work of, or
reverse engineer any portion of the Services; (vi) engage in any activity that interferes with or disrupts the Services; or (vii)
remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
fl that it will cause Pernutted Users to comply with Customer's obligations under this Agreement and that it is solely
responsible for the acts or omissions of the Permitted Users; and
g) to refrain from use of the Services in a manner that would violate or hann the rights of any third pariv.
4.2. Customer will implement and maintain reasonable and appropriate access controls to ensure that user accounts aze
used only by the Permitted User to whom they are assigned and to manage and monitor Permitted Users, including
designating one or more administrators responsible for access control.
5. PROPRIETARY RIGHTS
5.1 Mimecast and its third party licensors (as appropriate) will retain all Intellectual Property Rights, in (i) the
Services; (ii) its systems and background technology used to provide the Services; and (iii) any data, information or
materials related to the Services or such systems and background technology (excluding the Data). Except as expressly set
forth herein, no Intellectual Property Rights are granted to Customer.
5.2 Data provided by Customer to Mimecast is the property of Customer, and Customer retains all Intellectual
Property Rights therein. Subject to the terms and conditions of this Agreement Customer grants Mimecast a license to use
the Data solely to the extent necessary for the performance of the Services and to keep copies of the Data during the Term
and the Retention Period as set forth in Section 10.4.
5.3 Customer will notify Mimecast immediately if it becomes awaze of any unauthorized access to or use of the
Services by any person and permits Mimecast to monitor the use of the Services (but not the Data content) by Customer to
confirm Customer's compliance with this Agreement and to assess the quality of the Services.
5.4 If Customer has subscribed to the Data Ingestion Service, the procedures relaring to the secure transfer of
Customer's Legacy Data to Mimecast and into the Mimecast Service are fully detailed in the Mimecast Data Ingestion
Service Guide, a summary of which is attached as Appendix 2. Once the Data Ingestion process has been completed and the
Legacy Data is considered ingested into the Customer's account it shall be classified as Data under this Agreement.
Customer shall retain a copy of their Legacy Data even after completion of the Data Ingestion process.
5.5 Customer agrees that it may be necessary for Mimecast to access the Data to respond to any technical problems
and/or queries, and to ensure the proper working of the Services, all such access will be (a) logged by the Service and may
therefore be monitored by Customer; (b) limited to such Data d'uectly related to the applicable technical problem or query or
relevant portion of the Service; and (c) subject to the terms and conditions of this Agreement.
5.6 If Customer requests that Mimecast access individual emails, it is Customer's responsibility to ensure that both
Customer and Mimecast aze permitted to do so. Customer will indemnify and hold Mimecast harmless from any and all
claims relating to such access.
5.7 If Customer procures the Services via a reseller, then Customer warrants and agrees that it has appointed the
reseller to act as Customer's agent in the procurement and management of the Services and that Mimecast may deal with that
reseller on that basis. The provision of any Data by that reseller will be deemed to have come from Customer directly and it
is Customer's responsibility to ensure the accuracy and completeness of that Data. Customer hereby authorizes Mimecast to
rely on any Data, information, materials and payment provided to Mimecast by the reseller on behalf of Customer.
Customer will remain responsible and liable to Mimecast for any payment or amount due hereunder that Customer may
provide to reseller or direct reseller to pay until such payment or amount is received by Mimecast. If Customer does not wish
the reseller to have access to Customer's Data or to act on Customer's behalf then Customer must inform Mimecast of this in
writing.
5.8 Customer hereby assigns to Mimecast all rights, title and interest, including all Intellectual Property Rights in any
suggestions, ideas, modification requests, feedback or other recommendations related to the Services (and not related to
Data, Pernutted Users or to any other information related to Customer, its business, operations or personnel or to any third
party) that Customer or any of its agents, employees or Permitted Users proposes, creates, authors or develops relating to the
Services.
US Services Agreement v1.12 Page 3 of 30
6. CONFIDENTIALITY
6.1 Each party will treat as confidential all information obtained from the other party in connection with this
Agreement, including the Data (and if appropriate Legacy Data) provided by Customer to Mimecast. The receiving party
will not disclose such confidential information (except to those who have a need to know, and are under a duty of non-
disclosure) for purposes other than providing or using the Services. Either party will promptly notify the other in writing of
any loss or unauthorized use or disclosure of or access to such confidential information of which it becomes aware.
6.2 This Section will not extend to information which: (i) is or becomes generally available to the public through no
fault of the receiving party; (ii) was previously rightfully known by the receiving party free of any obligation to keep it
confidential; (iii) is independently developed by the receiving party without reference to or use of the confidential
information of the disclosing parry; or (iv) is required to be disclosed by the receiving party as a matter of law.
6.3 These obligations of confidentiality set forth above will survive termination of this Agreement for a period of five
(5) yeazs.
6.4. Mimecast will implement and maintain reasonable and appropriate administrative, technical and physical security
measures to protect Personal Information contained in the Data in Mimecast's possession as required by applicable laws and
regulations relating to the security of Personal Information, including Massachusetts regulation 201 CMR 17.00. Although
the Services may be available to and provided from any location azound the world, Mimecast will not store the Data in any
country other than the United States.
6.5 Each party may use the name, brand name(s), logo(s) and other identifying marks of the other pariy for purposes of
identifying such parly in lists of clients or service providers, as applicable. Each party retains all right, title and interest in its
own name, brand name(s), logo(s) and other identifying mazks. Except for lists of clients or service providers, each party
will obtain prior written consent of the other party for any quotes, te�ct endorsements, press releases or public statements
involving the other party. If the parties agree upon a form of press release, then each pariy will be entitled to make
reasonable use of that press release.
6.6 The standazd set-up process includes a tag line at the bottom of each e-mail processed through the Services that
states that the e-maii has been processed by Mimecast and/or the Services, this may be deleted by Customer's Service
administrator at any time.
7. DISCLAIMER
7.1 EXCEPT FOR THE EXPRESS SERVICE LEVELS PROVIDED IN THIS AGREEMENT, THE SERVICES
(INCLUDING THE TECHIVICAL SUPPORT SERVICE AND DATA 1NGESTION SERVICE IF APPLICABLE) ARE
PROVIDED "AS IS" AND "AS AVAILABLE" AND THE SERVICE LEVELS CONTAINED IN THIS AGREEMENT
ARE IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THOSE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL OF WHICH
ARE EXPRESSLY DISCLAIMED. NIIlvIECAST DOES NOT REPRESENT THAT THE SERVICES WILL BE
iJNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER'S REQUIREMENTS.
8. INDEMNIFICATION
8.1 Mimecast will defend and indemnify Customer against all damages and losses finally awarded against Customer or
agreed by Mimecast in final settlement (including reasonable legal fees) arising from a third pariy claim that use of the
Services as contemplated by this Agreement infringes any United States third party Intellectual Property Rights. Customer
will provide Mimecast prompt notice in writing of any such claim or action Mimecast will have sole control of the defense
and all related settlement negotiations (provided that Mimecast obtains Customer's written consent before agreeing to any
non-monetary settlement adversely affecting Customer), and Customer will provide Mimecast with the assistance,
information and authority necessary to perform the above. Reasonable, documented, out-of-pocket expenses incurred by
Customer in providing such assistance will be reimbursed by Mimecast. Customer will be entitled to participate in the
defense with its own counsel and at its own expense.
8.2 If Customer's normal use of or access to the Services is held or believed by Mimecast to infringe as detailed in 8.1
above, then Mimecast may at its expense:
a) procure the right for the Customer to continue using the Services,
b) modify or replace the affected portion of the Services so as to avoid the infringement (provided that the
functionality of the Services is not materially adversely affected thereby), or
c) if such remedies are not reasonably available, refund to Customer the unearned portion of Fees paid in advance
whereupon this Agreement will terminate.
8.3 This indemnity will not apply to infringement arising out of the use of the Services or any part thereof in
combination with any equipment and/or computer programs not supplied or approved by Mimecast for use with the Services
if such infringement would have been avoided by the use of the Services without such equipment and/or programs.
8.4 The foregoing states the entire liability of Mimecast and Customer's sole and exclusive remedy with respect to
infringement or alleged infringement of any third party rights of any kind whatsoever.
8.5 Customer will defend and indemnify Mimecast against all damages and losses finally awarded against Mimecast
or agreed by Customer in final settlement (including reasonable legal fees) arising from a third pariy claim related to
Customer's (including a Permitted User's or any third party using the Services through Customer's account) use of the
US Services Agreement v1.12 Page 4 of 10
strikes or other work stoppages or any other cause beyond the reasonable control of the party affected thereby (a "Force
� Majeure Event").
11.2 Either party may assign this Agreement in whole or in part with prior written notification to the non-assigning
party. This Agreement will be binding upon the parties hereto and any authorised assigns.
11.3 Any communications of notices required or pernutted under this Agreement must be written in English. Parties
agree that email communication between authorized representatives of each pariy will be an accepted means of
communication of notices hereunder. Alternatively, the address on the signature page of this Agreement may be used. The
party serving the notice is responsible for, and will verify receipt thereof, by the other party.
11.4 This Agreement and any disputes hereunder will be governed by the laws of the State of Florida without regazd to
its conflict of law principles, and any litigation conceming this Agreement shall be submitted to and resolved by a court of
competent jurisdiction in Palm Beach County, Florida. Notwithstanding the foregoing, either party may seek equitable,
injunctive or declazatory relief to enforce any of its Intellectual Property Rights or rights in its confidential information in
any court of appropriate jurisdiction wherever located.
11.5 This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and
supersedes any and all prior communications, representations and arrangements whether written or oral concerning the
subject matter hereof and parties hereby acknowledges that no reliance is placed on any representation made but not
referenced in this Agreement. No purchase order or other text which purports to modify or supplement the printed text of
this Agreement will add to or vary the terms of this Agreement. Any such purchase order will be dealt with by Mimecast for
invoicing purposes only.
11.6 With the exception of the Service Description, Technical Support Service, Service Levels and if appropriate the
Data Ingestion Service Guide, no alteration, modification, waiver or addition to this Agreement will be valid unless made in
writing and signed by an authorized representative of each party. Mimecast reviews the Service Descriprion, Technical
Support Service and Service Levels annually to ensure a high level of service and will notify Customer of any material
changes thereto. If such changes result in a proven material degradation of the Service Description, Technical Support
Description or Service Levels then Customer may within 30 days of notification from Mimecast of the changes give notice
to Mimecast of the at-will termination of the Agreement at fhe end of the month in which the notification is received. Any
Fees paid in advance and unearned will be reimbursed and no further Fees will be due.
11.7 The Section headings herein aze provided for convenience only.
11.8 If any provision of this Agreement is held to be unenforceable, such provisiQn will be reformed only to the e}ctent
necessary to make it enforceable, and such holding will not impair the validity, legality or enforceability of the remaining
provisions. The failure by a party to exercise any right hereunder or to insist upon or enforce strict performance of any
provision of this Agreement will not waive such party's right to exercise that or any other right in the future.
11.9 This Agreement is entered into solely between, and may be enforced only by, Mimecast and Customer, and this
Agreement will not be deemed to create any rights in third parties or to create any obligations of a pariy to any such third
parties, except as otherwise expressly set forth herein.
11.10 Customer acknowledges that Mimecast may use one or more subcontractors to provide the Services under this
Agreement. MimecasYs subcontractors will be bound by the same obligations of confidentiality as Mimecast and Mimecast
shall be responsible for any acts or omissions of its subcontractors as if such act(s) or omission(s) were those of Mimecast.
1 l.l l Each party to this Agreement will be acting as an independent contractor, and nothing herein will be construed to
create a partnership, joint venture or any type of agency relationship between Mimecast and Customer or any Permitted
User.
11.12 This Agreement may be executed in counterparts and via facsimile or electronically transmitted signature.
11.13 Sections 5(Proprietary Rights), 8(Indemnification), 9(I.imitation of Liability), Section 10.4 (post-termination)
and 11 (General) will survive the termination or expiration of this Agreement for any reason. Section 6(Confidentiality)
will survive termination or expiration of the Agreement for a period of five (5) years, in accordance with Section 6.3.
11.14 .: Covere�¢n'immuoi�p Notw ifhst�ndin� an�� ine contained m thic-Aereemant to the contrarv "'Customer s liabilitv'to
MimPraet fOI' �nV oL*tiose'whatsoevei shall-not��ezceed the:amounts-;Gincludine'-arnoiinf§°.re�aedine reasonable
atfonieds fee� as nrovided� b� Florid? e« ., + ��u au TPOarri,'i,a thg lim�t�d w�iver of Customer's sovereien
iminunitv. �Nothine`contairied`in this Aeieement sfiall be constriied as Gtisfomer's consent to be sued';
1'1.15 pnblic Records 1Votwithstanci�rie anvth�Q in tlus Aeieement fo the conira*�+ Ln accordance with=3ec 119 0701:
F'loridir Statut�Ivlirrsecast mus keen and maintain this :Aereement �nd anv nther iecorcls associated:therewith and
Yhat are associated with the nerforinance of the work tliat is'snecific to Casfomer desoribed Ln the A¢reeinerii''1'ne
_.:.,..,.. ,...�ee .,.. ,.�ea<:., *w:o c 'e�+;,,;, t U'rs °°rPn�r�" sHal not inclufle:Dafa Uuon=reauest:=lVlimecasf-must �ro uide
+t,ai',.,,l,u� :.�,;tt; arrace tn enr."h rrr.nr� in SCCOiclailCe`"with aCCeSS and C9�t renmr :mPnta nf ('hanfet 11'9. Flortd[t
Sfatu{es Ft�rther Mimecast shall ensnre that ativ exPm_n_r or.confideritial records associated ti�tth tric'aereement or
associated with the_�erformance of the work descn in th�s Aereemenf are not disclosed excent.as authonzed bu
Florida law"valid coart order or other eoverninental order F+na11v Mimeract chai re tain ttie records descnbed in
tlus naraslranh throo�hrn thQ nP of ifie wo rk descrilied in this Aereement and �t- the conclusion of said
woik transfer to the Customer at no cos to the Cusfomer all such records �n the roossession of Mimecast and
dP�+*�• ns` ��1p11CatPC thQrP Records that'are stored electronicallv m� be transferred to the<Customei in a
i�v aereeable'format
US Services Agreement v1.12 Page 6 of 10
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US Services Agreement v1.12 Page 7 of 10
, APPENDIX I
Services
�
�- -� ;:�,
� � �s�,�� ,� y± � � �� p � -
� "� ., �3-S' "'f�
..:-Vy;..'�^�G�..S�s. - Ctl�:� �Y' �
Mimecast UEM Service X Mimecast UEM Enterprise with Archive Power Toofs
Mobile Package X All users
Technical Support X Priority 24/7/365 Support
Set up and Connect X Assisted Implementation
Ingestion X Historical Email Import — waived
Training X Live Admin Training and Scheduled Training
1. Number of Permitted Users
The number of Permitted Users licensed hereunder is 110 . Customer will notify Mimecast of any
additional Permitted Users requirements prior to them having access to the Services.
2. Fees
Volume of Data to be Ingested: _850 GB. Total Ingestion Fee at $0 per GB: _XXX
Fees aze detailed below and will be due in accordance with Section 4.1.
- � �„�,�^�' �,.�$ EFeG:Occurt�,nc#e :��-� � � � ��� �, � .�c�>;
r"�. ��.�� "�- ,���" s',��-�a � ��:��_ �-`�'s��.
Initial Term Mimecast UEM Service Fee $3.75/Permitted User/month Monthiy
Initial Term Mobile Package $0 Per Device Monthly
Initial Term Technical Support Fee $1,200 Per Year (Waived) Monthly (Waived)
Set up and Connect Fee $0 One Off in advance
Ingestion Fee $0 One Off in advance
Training Fee $0 One Off in advance
Total Initiai Term Fees $4,950.00
Total One Off Fees $0
3. Commencement Date: The Commencement Date is the Effective Date unless otherwise specified on this
Appendix.
4. Initial Term: The Initial Term is 12 months unless otherwise specified on this Appendix.
5. Usage Allowance:
5.1 Customer is allocated a monthly acceptable use of the lesser of:
5.1.1 4000 e�tternal emails times the number of Pernutted Users. For example: 200 Permitted Users
could yield up to 800,000 extemal emails per month; or
5.1.2 400MB of transmitted data times the number of Permitted Users. For example: 200 Pernutted
Users could yield up to 80GB of transmitted data.
5.2 Customer subscribing to a product including journaling is allocated an additional monthly acceptable use
allowance of the lesser of
5.2.1 5000 intemal emails times the number of Permitted Users
5.2.2 SOOMB of transmitted data times the number of Pemutted Users
6 Overages and Overage Fees
Mimecast will monitor the Customer's Usage Allowance on a montlily basis as set forth above. If in any calendaz month
Customer exceeds any of the Usage Allowances defined above, Customer will be charged an"Overage Fee". The Overage
Fee is calculated by dividing the excess email and/or byte count by the appropriate Permitted User allowance, the resulting
number will be multiplied by the monthly Permitted User Service Fee. Customer will be invoiced at the end of each calendaz
quarter for any Overage Fees for any monthly Overage Fees incurred during that quarter.
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US Services Agreement v1.12 Page 8 of 10
a Example: Overage Fee applied to email use for July =(July actual email usage / Monthly External Email Allowance) x
monthly Pemutted User Service Fee.
APPENDIX II
Mimecast Data Ingestion Service Summary (MDIS)
(This Appendix may be deleted if no Ingestion Services are required)
The Mimecast Data Ingestion Service ("MDIS") provides a reliable and safe method for transferring historical email data,
(that is emails and their attachments, "Legacy Data"), from the various email archiving solutions previously used by the
Customer, either onsite or online, and ingesting it into Customer's Mimecast account, to allow Permitted Users full visibility
of their current Data and their Legacy Data.
The full conditions and implementation details of the Mimecast Data Ingestion Service will be provided to the Customer by
Mimecast prior to commencement, and Customer must ensure the prerequisite conditions are met and the implementarion
details are followed. Any error or deviation from these instructions will reduce Mimecast's ability to conectly ingest the
Legacy Data into Customer's Mimecast account and may cause delays.
MDIS Process Overview
Customer shall notify Mimecast when the Legacy Data is prepared in the format required, meets the MDIS prerequisites and
is ready for collection. This will include the exact volume of Legacy Data to be ingested and other requested information
required by Mimecast to courier a hard drive to Customer. Mimecast will then provide Customer with an encrypted external
hard drive and Customer is responsible for transferring the Legacy Data to this media and securely transporting it to
Mimecast.
Customer is responsible for the security and safe delivery of the media (either in person or by courier) until Mimecast
accepts receipt of it, when the responsibility for the security of the media passes to Mimecast. Mimecast will notify
Customer by email of receipt of the media. Should Legacy Data need to be returned to Customer for any reason, Mimecast
will ensure secure transportation.
Customer acknowledges hazd drive itself, and the Legacy Data thereon is not immune from corruption at any time and
Customer shall retain a back-up copy of all Legacy Data. Mimecast shall not be liable in any way for Legacy Data until the
Legacy Data Ingestion process is fully completed and signed off by both parties. Mimecast will retain the Legacy Data
media for the lifetime of the media; or the duration of the Services Agreement, whichever is shorter. Customer must retain
a back-up copy of all Legacy Data at all times.
Customer must guazantee the integrity of Legacy Data including scanning for, and removing viruses and spam. If the
Legacy Data contains emails that are deemed to be spam or junk mail, or contain vnvses, it is Customer's responsibility to
remove such emails before ingestion. Mimecast will ingest all Legacy Data, as supplied, into Customer's account. Should
Customer require Mimecast to scan the Legacy Data for viruses this will be an additional, chargeable service and will extend
the ingestion process.
Ingested Data will be recognisable by its header tags and will not be included in Mimecast Service Level measurements.
The Legacy Data will be checked by Mimecast to ensure that:
• The external hard drive is encrypted and that the Legacy Data is accessible
• The naming conventions have been adhered to
• No files aze zipped unless by Mimecast utilities
• No files are password protected unless by Mimecast utilities
If any of the above checks fail, the Legacy Data may be returned to the Customer.
With the exception of occasionally having to rename files that cannot be processed, Mimecast will not modify or directly
work on the original Legacy Data supplied to ensure that the original Legacy Data can be referenced at a later date, should
any issues arise.
Mimecast will then extract, convert, prepaze and ingest the Legacy Data into the Customer's Mimecast account. At the end
of this process a list of inaccessible files will be provided to Customer to resolve and return if required.
During the ingestion process, Mimecast will de-duplicate between Legacy Data being ingested but not with Data already
archived. In some cases, Legacy Data may not contain sufficient information for Mimecast to determine duplication. In this
instance, Mimecast will import a duplicate copy of the Legacy Data.
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US Services Agreement v1.12 Page 9 of 10
p Mimecast can only ingest Legacy Data as the Customer presents it. It will not be validated, sanitized or verified prior,
during or after the ingestion process.
Comaletion
The amount of time required for the Legacy Data ingestion process is dependent on many factors, for example the amount of
Legacy Data, the quality of the Legacy Data and the adherence by Customer to the processes. Mimecast may give a
guideline as to how long the ingestion process may take, based on previous experience. The majority of the potential delays
and issues in the ingestion process aze within the Customer's control and Mimecast cannot therefore be liable for any delays
in the process.
Customer must commence the Data Ingestion Service by providing Mimecast with the Legacy Data within twelve months of
the Effective Date of the Agreement; otherwise Ingestion Service Fees will be forfeited.
Customer will be advised by email when the Legacy Data ingestion process has been completed. Customer then has fifteen
(15) days from the notification date to sign-off acceptance of the ingested Legacy Data or notify Mimecast of anomalies in
the ingested Legacy Data including any material non-conformance by Mimecast of the agreed Ingestion process. If no
notification of sign-off or list of anomalies is received by Mimecast within this time then the Legacy Data ingested will be
deemed as unconditionally accepted by Customer and be considered as Data under the Services Agreement. Mimecast and
Customer shall work together to resolve any identified anomalies, however Mimecast shall have no liability or obligation to
Customer unless it has received written notice from Customer of any anomalies within fifteen (15) days from the date of
completion of the Data Ingestion Services.
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US Services Agreement v1.12 Page 10 of 10
Mimecast North America, Inc. September 12, 2013
Services Agreement
ADDENDUM
Public Records: In accordance with Sec. 119.0701, Florida Statutes, the Contractor
must keep and maintain this Agreement and any other records associated therewith and that are
associated with the performance of the work described in the Scope of Services. Upon request,
the Contractor must provide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work described in the Scope of Services are not disclosed except as
authorized by law. Finally, the Contractor shall retain the records described in this paragraph
throughout the performance of the work described in the Scope of Services, and at the conclusion
of said work, transfer to the Village, at no cost to the Village, all such records in the possession
of the Contractor and destroy any duplicates thereof. Records that are stored electronically must -
be transferred to the Village in a format that is compatible with the Village's information
technology systems.