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Home My WebLink AboutDocumentation_Regular_Tab 03_11/13/2014 VILLAGE CLERK'S OFFICE AGENDA ITEM TRANSMITTAL FORM Meeting Date: Meeting Type: Regular Ordinance #: November 3, 2014 Consent Agenda: Yes Resolution #: Originating Department: Manager ' � ' • • • • : - � � -�• 1. Per Village Ordinance w� �re presenting the following agreements, proposals, commitments and memorandum of understanding to Council: � , . •. Account #: Various Amount of this item: Various Current Budgeted Amount Available: Amount Remaining after item: Budget Transfer Required: No Appropriate Fund Balance: No '' • ' •' .• • •- • � � .�- �. 1. Per Village Ordinance we are presenting the following agreements, proposals, commitments and memorandum of understanding to Council: . Betty Laur and the Village of Tequesta Contractual Agreement increasing her fee by 2% resulting in an hourly pay of $36.39. a. ComLog 1 year Warranty Service Agreement Contract —$2,889.00 b. Gehring Group Business Associates Agreement -$0 c. Gehring Group Confidentiality Agreement -$0 d. MCCI, LLC and the Village of Tequesta Legislative Management Software 3 Year Agreement - $16,000.20 e. Miracle Recreation Equipment Company Contract to replace non-warranty equipment -$3,552.46 f. Miracle Recreation Equipment Company Contract to replace warranty equipment -$0 g. REP Services Inc. Proposal to purchase recreation equipment -$1,481.22 . -� . . Department Head Finance Director or Representative Reviewed for Financial Sufficiency ❑ No Financial Impact ❑ Attorney: (for legal sufficiency) Village Manager: �� -��-� �� „��,� Submit for Council Discussion: ❑ � � � � Approve Item: �` Deny Item: � • • - . . .. • -• •- . .- •- • .• - . • -• . . • . • . Form Amended: 3/14/14 ��-� ` �: ;�� .��.. f �/ �j �� MEMORANDUM e . -a�� a� f � Q f k Cc :�'�`�� Village of Tequesta Clerk's Office TO: Mr. Michael Couzzo, Village Manager FROM: Lori McWilliams, Village Clerk DATE: October 10, 2014 SUBJECT: Betty Laur — Fee Increase FY 2014/2015 The 2014/2015 FY budget included a line item 001,120.531.304 for the Recording Secretary Services of Betty Laur, aka Business Services Connection, Inc., allows for a 2% increase for Ms. Laur. Her current fee is $35.679 per hour and with the 2% fee increase would be $36.39. Betty has not received an increase since FY 2009/2010. Ms. Laur provides a service to the Village by acting as Recording Secretary, provides transcription services and serves as the Historian. Betty has been loyal and dedicated to the Village for many years. For these reasons, I request your approval to increase Ms. Laur's fee until such time as I reorganize the office. Approved: Michael Couzzo, Village Manager AGREEMENT � ,. TNIS AGREEMENt, made and entered into this �� day of �-�€=� %��', 2014, by and between the Village of Tequesta, a municipal corporation in Palm 8each County, Florida, hereinafter referred to as "Village" and Betty Laur, LLC, hereinafter referred to as `°Contractor", WITNESSETH: WHEREAS, Cantractor is an independent contractor providing services in the field of Recording Secretary Services ("Contractor Services") and, VVHEREAS, the Village desires to utilize the s�rvices af the Contractor to perform the work and functions of a Recording Secretary subject to the provisions hereinafter set forth. NOW Therefore, know all men by these presents that the Village does hereby aceept the offer of Contractor to perform the work, duties, and functions of a Recording Secretary upon the fellowing terms and conditions, to wit: 1. Contractor shall perForm such Contractual Services as requested by the Village from time to time. These services shall include such duties of a Recording Secretary as directed fram time to time by the Village Manager or his designee of th� Village. Such duties shall include transcribing of minutes, typing of minutes accardirag to acceptable formats util6zing a personal camputer and printer, and other duties as �lirected by the Village Clerk. These services may be done at 260 Riverside Drive, Palm Beach Gardens, Florida or at the Village Fiall, 345 �equesta Drive, Tequesta, Florida. 2. Contractor shall exercise professional judgment and discretion in providfng services. 3. Contractor shall perform the duties assigr�ed to her with supervision and control by the Village and the duties and work performed must be appraved as to the resufts thereof by the Village. 4. Contractor recognizes and agrees that as an independent contractor, no benefits shall be paid to her while performing duties assigned to her by the Village under the Workers' Compensation Laws of the State of Florida or otherwise, and further recograezes and agrees that she shail not be eligible for retirement benefits, group insurance, or any of the other "fringe" benefits afForded to employees of the Village of Tequesta. Contractor further recognizes and agrees that it shall be her sole responsibility to pay any FICA taxes (Social Security) which she may be required to pay, ao�d Contractor shall be solely responsible for the payment of any estimated incorne taxes which may be required to be paid by Contractor and that the Village shall not withhold any portion of the Contraetor's compensation for that purpose. 5. Contractar and the Village agree that Contractor shail be compensated for the hours devoted by Contractor for her services at the rate of $ P�a ='�' per hour to be billed by Contractor to the Village by invoice. 6. This Agreement may be terminated at any time by either party upon one week's written notice to be served on the Village Manager`s Office, 345 Tequesta Drive, Tequesta, Florida 33469, and on Contractor at 260 F?iverside Dr9ve, P�Im Beach Gardens, Florida 3341D. There are no other agreements or understandings between the parties except as set forth in this Agreement, and both parties agree on behalf of themselves, their successors, heirs, administrators, and assigns to be bound hereby. IN WITNESS WHEREOF, the parties have executed this Agreement o� the day and year first above vvritten. VILLAGE OF TEQUESTA . . .. . s �_. P Michael R. Couazo,lr. Village Manager BETTY ILAUR, LLC ; �; `� , _-�._ ��, --�--� �..� ., Betty La u r ' Owner ADDII�TDUM Pablic Rec�ds: In accordance with Sec. 119.0701, Florida Sta.tuutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that aze 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 aze not disclosed except as authorized by law. Finally, the Contractor shall retain the records described in this pazagraph 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 tt�e Village in a format that is compatible with the Village's information technology systems. � 117 boulevard Brunswick Pointe-Claire. Ouebec H9R 5N2 ComLoq Service Aqreement Contract Silver Packaqe Ref # DLS2410/24 - P6896 You will receive: ■ 24/7 technical support including troubleshooting, installation, and configuration assistance ■ Four-hour phone response ■ Remote diagnostic technical assistance ■ Toll-free call-in number ■ Software upgrades • Material replacement of parts within 2 business days, once a Return Material Authorization (RMA) number has been issued The Silver Service Agreement is based on a yearly fee, outlined below and/or in a separate purchase order. Service Aqreement Contract Extended Warranty: 13 Year (12 Months) Term Begins: November 1, 2014 Term Ends: October 31, 2Q15 Package: SILVER Purchase Order No: Price: $2,889.00 USD P.O. No. not Applicable** �.;� '� Agreed and Signed Upon By: Agreed and Signed Upon By: CVDS Inc. Tequesta Police Department, FL (USA) , _. . ,°-.�.�'`.�_.�..�-� . Representative: Michel LaRue, CPA, CA Representative: Title: Controller Title: Date: � �.->�"`� ,=� _ �� ti�>� �> Date: �. „ � . ** If Purchase Order No. is not applicable, please fill up the Billing Information form and send back to us. T: 514.426.7879 F 514.426.3511 WWW.C'u��dS.00111 117 boulevard Brunswick Pointe-Claire, Duebec H9R 5N2 ComLoq Warrantv Aqreement 1-Year Warrantv A_qreement: This warranty does not cover: • Damage due to abuse, misuse, neglect or customer's modifications; • Improper wiring, repairing, alteration, installation, or maintenance performed by an unauthorized third-party; • Theft, vandalism, fire, water or peril; • Moving, relocation or alteration of equipment for which prior written approval has not been given by CVDS Inc. • Servicing not authorized by CVDS Inc.; • Usage not in accordance with product instructions; • Problems caused by use of parts and components not supplied by CVDS Inc. Any non-warranty repairs will be charged at current CVDS rates. CVDS Inc. makes no warranty with respect to products which have had their manufacturing serial numbers removed or altered. If CVDS Inc. elects the replacement option, the parts will be the same or a later version which performs substantially the same function as the one being replaced. CVDS Inc. will make the final determination as to the existence and cause of any defect. In repairing or replacing any product, part of product, or software medium under this warranty, CVDS Inc. may use new, remanufactured, reconditioned, refurbished, or functionally equivalent products or parts. The foregoing warranty is in lieu of all other warranties or conditions expressed or implied including, but not limited to, the implied warranties or conditions of inerchantability and fitness for particular purpose and those arising by a statute or from any other source. T: 514.426.7879 F: 514.426.3511 WWW.C��dS.COfTI 117 boulevard 8runswick Pointe-Ciaire. �uebec H9R 5N2 Customer Billing Information Date: Company Name: Tax ID: B�llirg ;ddr�ss: City: State/Prov.: � Zip/Postal Code: Country: Contact Name (for billing): Telephone: Fax: Email: Return this form with the ComLog Service Agreement Certificate to: CVDS Inc., Attention of Melissa FAX: 514-426-3511 ?: 514.426.7879 F: 514.426.3511 WWW.CUCIS.CORI � � 117 boulevard Brunswick Pointe-Ciaire. �uebec H9R 5N2 October 14, 2014 Ms. Cheryl Foley Tequesta Police Department 357 Tequesta Drive Tequesta, FL 33469 USA Reference: Warrantv Service Packaqe Quote for ComLoa Recorder - DLS2410/24 P6896 Dear Ms. Cheryl Foley: We would like to inform you that the 12th Year - Silver Package warranty service coverage for the ComLog Recorder that is being used at the Tequesta Police Department will expire on October 31, 2014. Enclosed is the ComLog Service Agreement Contract for the renewal of your warranty service coverage for the ComLog Recorder. In order for the renewal to take into effect, please send back a signed copy of the contract by fax, email or by mail addressed to my attention, as well as a copy of your Purchase Order. If a Purchase Order is not availabie, please return a completed copy of the Billing Information form with the Agreement for appropriate billing to occur. Upon receipt of the signed service contract and/or purchase order, an invoice will be prepared and mailed to you. Below is our quoted price for this category. The price is on an annual basis and in US dollars. Description 13th Year (12 Months) Term Begins November 1, 2014 Term Ends October 31, 2015 SILVER $2,889.00 r.'_' � �' [ ' � q ♦ /e4 A �07Q ' 7 ♦ { h 'I ii yvu iCyiili@ auC�iiiGiiBi Ifii�iiiiaiiGT, Nic83c C.aii iii2 ai �,� i4�� -r2�J-i v� .� E�Ei�SiOii 22� , Of wi��BC. ^lc .,j� ^ c-^;c'll, ut mlarue a�cvds com . We want to take this opportunity to thank you for your confidence in our products and we are looking forward to your continuous support. Very truty yours, . � ;,�> .:,_,� . _ _ � .__. ��.___-- � � _ - . �ATE �a -�%� INV.t�zrrc�iy - /� Lf9y �--�� . C ; f � �cs�',e �- '- .� . �� ' -s� �..� � - . i 7 � ' —�- Michel LaRue, CPA, CA � � �—� � 0��-� Controller � ' `"� � , BtM NT NEAD / '� DATE _. hNANCE�QP T: 514.426.7879 F: 514.426.3511 www.cvds.com Fo�, �� (�e��c��e �ff ��a�� a�� e��a�u�E �� Q2ev. December 2C�) ��' ��'B�'�� 9�� onB nro. 7sas��szi oeparomerrtofU� T�easury ��n referen� are to Uea Intemal Revenue Code. � Sae saparate ir�trucdoras. Imemal Re�ernre Seroice � Give tluts form Oo the withhoWirog a ent or ger. Qo not se� 4o the IRS. Do rrot �e �fris fartn for. It�tead. use Fom1: � A U.S. citlzen or other U.S, person, including a residerrcalien individual . . . . . . . . . . . . . . . . . . . . W-9 a A person claiming an exemption from U.S. withholding on income effecd�ely connec�d vuith the conduc[ of a trade or business in tha United 5tates. . . . . . . . . , . . . . . . . . . . . . . . . . W-�CI � A foreign partnership, a foreign simple Vust or a foreign grar�r trust (see instrucflons for exceptions). ...... W-�CI or W-�MY o A fureign govemment iritemational organaaqon, fareign ceriUal bank of issue, foreign tax-exempt organtzation, fomrgn private fotmdadon, or govemment of a U.S. possesslon that receive� eff�ctivel� connected income or that is claiming the appiicabilfty of section�s)115(2) 50'I (cl �2 � or 1443�j �ee insUVCbons) .. ....... W-�CI or W-ffXP i16o�: These erqides should use Form W-�EIU ff U�ey are claiming tr�aty berrefits or are provlding the f+orrri or+ly � clalm U�ey a�e a faretgn person exempt fram backup wJU�holding. � A person acting as an intermediary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-�MY PtoOe: See irtstructions foraddiBonal exceptirons. ° Bdenti�ecatiow o� �n�ficial �ner �5ee instrucvons. 1 Name of f�ividual or organizaUon that fs the beneficlal owner 2 Cour►try of incorporation or organization CVDS, IPIC. Canada 3 Typ2 of 6eneficial OWn2r ❑ Indlvldual � CorporaUon ❑ Dfsregardad emity ❑ Partrieiship ❑ Simple fist ❑ Granbr Vust ❑ Complex trust ❑ Estate ❑ Govemment ❑�� orgarrizatfon ❑ Centrel bank of issue ❑ Tax-exemot oraerrization ❑ Prtvate foundatlon 4 Permanent residence address (sveet apt or sui� no., or rural route� � no4 ese a P.O. bou or in-care-af address. 9�87 �runswick Boufevard C'�ty or tnwn, statE or province. Include posbl code where appropria�. CounUy (do rrot abbreviate) Pointe-Claire, Quebec H9R 5N2 Canada S N�fiing address �f diff�rerit from above) City or mwn, state or province. Include post code where appropriatie. Country (do rrot abbreviate) 6 U.S. t ideritification num6er, if req�ored (see instructions} 7 Foreign Tax ide�ng num@er, if arry �piional) 98-Q406037 ❑ SSN ot ITIN � EIN 8 Reference number(s) (see iristructlons) ° � CB�im �f Taac Trea� �Snefi�s @f applicable) 9 I cev8�y that �Poeck �il s3�@ aPP�Yk Canada ��in the meaning of the incame tax treaty beuueen the Unroed 5ta�s and that country. a� The benefiaal owmer is a resident of ....... ....... b� If required, the U.S. bxpayer identiflcation number is statied on Iine 6(see instructions�. c� l'fie heneficial owner is not an individual, derives the item (or items) of income for which die treaty benefi� are clalmed, and, if applicable, mee� the requirements of Uie tr�aty provislon dealing witf� limitation on benefl�s (see ir�sVUCtionsy d❑ The heneficial owner is not en individual, is claiming treaty benefi� far dividends recefved from a foreign corporaUon or Irri�erest from a U.S, trade or business of a foreign corporation, and meets qualified residerR staws (see insvucUons� e❑ The berreflcial owner is releted tn the person obligated tio pay the income w+lthin the meaning of section 267�) or 707ro1 and will file Fortn �33 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $SOC�OOU 10 Special aa�s and cora�9ltiorss @fapplicable—see insauctlonsk The beneficial owmer is claiming the provisions of Article ...�:��.._.of Ule 0 . business incoine profif treaty iderrtified on iine � above to clafm a_______________°k rate ofvvitliholding on (�pecify,type ofincomek________.___._________..__..__ . CVDS Inc. is a Canad9an resldent that is nof Explain the reasons the beneficial owmer meets the Uerms of the treaty article: •---•---------•---........-•------------------------------•-•-• engaged in a US trade or business through a permanent establishment [n the US, and that it's US business income •-•• •-----------------------••-••---• •----••------------..__._..... • •• • ••-----------•----------•........--•-----------------------...-•-•• •---•- is not subject to Uni4ed States federal income taxation. ° I�otion�9 �an�a�a& �a�trac� 91 ❑ I have provrided orwrfll provide a s�temerrtthatidenUfies d�ose notional principal conUacts from which the income Is noteffectively connected wRh the conduct of a tr�ade or business in the United Sta�s. I a ree tn u date this statemerrt as uired. ° � '�P$@�B��m�9 U�er penaitles of perjury, I de�lare 2�at I have examined the informadnn on this fortn and to Ihe bestof my knowledge arM bellef it is true. cartect and complete. I fur�her certify umier penalties of pe�]ury tliaC o I am tlre beneflcial owner �r am authorized m sign for the beneficial owner) af all the income ID whlch UNS fortn rela�s. m The ber�flcial owmer is not a U.S. person. o The Irnome Uo v�ich Shis firm relates is rrot effectivaly connecUetl vuttli the corMuct of a Uatle or bu5irress In the UNmd States or Is effectively corn�ect�! but is not suhJect bo mx under an irtcome tax treatp, �d o Far 6roker Var�sactlons or barter exchanges, tne beneHcial ov�mer Is an exempt fnreign person as deflned in tlie insvuctlons. Furthemtore. 1 auCmrize this fortn to be pmvided tn any witlihotdl agent tliat has control, recefpt ar cuswdy of the income of whtch I am tlie beneflcial owmer or ece any withholdv�g ageM that can disbu� or matce paymen6 af :��n iich I am the beneflclal owmer. � -- �. .`• � --� �O/�/ �— S6ga� � �. _._...._-•-- ° --• =- -�---� ---- ----------------------••----• ---------------------- .-..._�,...��.�'�f��- Signaurre of berteflclat oua�er (or Indivldual authorizetl ID sign for beneficial owmery �ate Q4W4�DD-Y Capadty in w iv c h act Foa' �dpennr�rk 98educftiaa l6c2 9Not1Ce, see S�p�ral�e usstratcYloris. Cat No. 250472 Form ��7 �2ev. i 2 2on0) ADDENDUM Pablic Recor+ds: In accordance with Sec. 119.0701, Florida St.atutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and thax 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 Cha.pter 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 retai.n the records described in this pazagraph 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 tha.t aze stored electronically must be transferred to tl�e Village in a forma.t that is compatible with the Village's information technology systems. BusnvESS Assoc�'['E A��En�rrr This Business Associate Agreement (the "Agreement'� by and between the Village of Tequesta, ("Client"), and The Gehring Crroup, Ina ("Gehring Group") is made and entered into effective August 15, 2014. RECTTALS WHEREAS, Client is a"covered entit�' as those terms aze defined in 45 C.F.R § 160.103; and WHEREAS, Gehring Group provides consulting services to Client; and �VI�REAS, as a result of such functions, Client has identified Gehring Group as a "business associate," as defined in 45 C.F.R § 160.103, of Client for purposes of the priva.cy and security requirements under the Health Insurance Portability and Accounta.bility Act of 1996, (HIl'AA) as amended by the Health Information Technology for Economic and Clinical Health Act (HITECI� and the regulations issued thereunder; and WHEREAS, Gehring Group acknowledges that it is a business associate, as defined in 45 C.F.R. § 160.103, of Client that may create, use, or disclose Protected Health Information or Electronic Protected Health Information on behalf of Client; and WHEREAS, Client desires to obtain written assurances that Gehring Group will safeguard Protected Health Information or Electronic Protected Health Information created or received by or on behalf of Clien� NOW, THEREFORE, the parties agree as follows: 1. DEFnviTTONs 1.1 "Breach" shall have the meaning set forth in 45 C.F.R. § 164.402. 1.2 "Data Aggregation" sha.11 have the meaning as the term "data aggregation" in 45 C.F. R § 164.501. 1.3 "Designated Record Set" sha11 mean a group of health-related records about an Individual as provided in 45 C.F.R § 164.501. 1.4 "Electronic Health Record" shall mean an electronic record of health-related information with respect to an Individual that is created, gathered, managed and consulted by authorized healthcare clinicians and staff. 1.5 "Electronic Protected Health Information" or "Electronic PHI" means information that Gehring Group or its agent, including a subcontractor, creates, receives, maintains or transmits from or on behalf of Client that comes within pa.ragraphs 1(i) or 1(ii) of the definition of "protected health information" at 45 C.F.R § 160.103. Page 1 of 8 17535410v.1 1.6 "Genetic Information" sha.11 have the meaning assigned to such term in 45 C.F.R § 160.103. 1.7 "HIPAA" shall meaa the health information privacy provisions under the Health Insurance Portability and Accountability Act of 1996, and regulations issued thereunder at 45 C.F.R Parts 160 and 164, as amended by HITECH. 1.8 "HITECH" shall mean the Hea1th Information Technology for Economic and Clinical Health Act and the regulations issued thereunder. 1.9 "Individual" sha.11 mean a person who is the subject to the Protected Health Information of the Client, and shall include a person who qualifies as the Individual's personal representative in accordance with 45 C.F.R. § 164.502(g). 1.10 "Limited Daxa. Set" shall ha.ve the meaning assigned to such term in 45 C.F.R § 164.514(e)(2). 1.11 "Protected Health Information" or "PHI" shall ha.ve the same meaning as the term "protected hea.lth information" in 45 C.F.R. § 160.103, limited to the information created or received by Gehring Group from or on behalf of Client Genetic Information sha.11 be considered PHI. 1.12 "Required by La.w" shall mean a mandate contained in an applicable state, federal, or local law that compels Client (or business associates acting on beha,lf of Client) to make a use or disclosure of PHI that is enforceable in a court of law. 1.13 "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system, as defined at 45 C.F.R. § 164.304. However, certain low risk attempts to breach network security, such as the incidents listed below, shall not constitute a Security Incident under this Agreement, provided they do not penetrate the perimeter, do not result in an actual brea.ch of security and remain within the normal incident level: • pings on the firewall; • port scans; • attempts to log on to a system or enter a data.base with an invalid password or username; • denial-of-service attacks that do not result in a server being taken off-line; and • malware such as worms or viruses. 1.14 "Subcontractor" sha.11 have the meaning as the term in 45 C.F.R § 160.103. Page 2 of 8 17535410v.1 1.15 "Unsecured Protected Health Information" or "Unsecured PHI" shall have the meaning assigned to such term in 45 C.F.R. § 164.402 and guidance issued thereunder. 2. OBLIGATIONS OF THE PARTIES 2.1 Gehring Group shall safeguard all PHI and Electronic PHI created or received by Gehring Group on behalf of Client in accordance with HIPAA. Gehring Group shall implement administrative, physical and technical safeguards that prevent use or disclosure of the Electronic Protected Health Informaxion other than as pernutted by the Security Rules. Specifically, Gehring Group agrees to implement policies and pmcedures in accordance with 45 C.F.R. § 164.316 that: i. Prevent, detect, contain and correct security violations in accordance with the administrative safeguards set forth in 45 C.F.R § 164.308; ii. Limit physical access to electronic information systems and the facility or facilities in which they are housed, while ensuring that properly authorized access is allowed in accordance with the physical safeguards set forth in 45 C.F.R § 164.310; and iii. Allow access to electronic informaxion systems that maintain Electronic PHI to only those persons or software programs that have been granted access rigb.ts in accordance with the technical safeguards set forth in 45 C.F.R § 164.312. 2.2 Gehring Group shall not use or disclose PHI or Electronic PHI except as pernutted or required by Article 3 of this Agreement or as Required by Law. Gehring Group shall notify Client of a11 requests for the disclosure of PHI and Electronic PHI from a law enforcement or government official, or pursuant to a subpoena, court or administrative order, or other legal request as soon as possible prior to making the requested disclosure. Gehring Group shall provide to Client all PHI and Electronic PHI necessary to respond to these requests as soon as possible, but no later than ten (10) business days following its receipt of a written request from Clien� 2.3 Client shall provide to Gehring Group, and Gehring Group shall request from Client, disclose to its affiliaxes, subsidiaries, agents and subcontra.ctors or other third parties, only a Limited Data. Set or, if necessary or otherwise permitted by HHS regulations, the minunum PHI or Electronic PHI necessary to perform or fulfill a specific function required or permitted under the Agreement. "Minimum necessary" shall be interpreted in accordance with HITECH, and in any event shall not include any direct identifiers of individuals such as names, street addresses, phone numbers or social security numbers, except for a unique identifier assigned by Client as necessary for the strategic analysis. 2.4 Gehring Group shall comply with all granted restrictions on the use and/or disclosure of PHI, pursuant to 45 C.F.R § 164.522(a), upon written notice from Client; provided, however, that Client shall not grant any restriction that affects Gehring Group's use or disclosure of PHI without first consulting with Gehring Group. Page 3 of 8 17535410v.1 2.5 Gehring Group sha11 comply with all granted requests for confidential communica.tion of PHI, pursuant to 45 C.F.R. § 164.522(b), upon written notice from Clien� 2.6 Gehring Group shall report to Client any use or disclosure of PHI not pemtitted by this Agreement of which Gehring Group becomes awaze within fifteen (15) business da.ys of its becoming awaze, and will take such corrective action necessasy, or as reasonably directed by Client, in order to prevent and minimize damage to any Individual and to prevent any further such occurrences. 2.7 Following the discovery of a Breach of Unsecured PHI, Gehring Crroup shall notify the Client without unreasona.ble delay and in no case no later than fifteen (15) days after discovery of the Breach. The notifica.tion shall include the identification of ea,ch Individual whose Unsecured PHI has been or is reasonably believed by Gebring Group to have heen accessed, acquired, used or disclosed during the Bre,ach. Gehring Group shall provide the Client with any other available information that the Client requires to notify affected individuals under the Privacy Rule. 2.8 Gehring Crroup shall make reasona.ble efforts to mitigate, to the extent practicable or as rea.sonably directed by Client, any ha,rmful effect that is lrnown to Gehring Group resulting from a breach of this Agreement or HIPAA that is directly caused by Gehring Group. 2.9 Gehring Group shall report to Client any Security Incident within five (5) business da.ys of when it becomes aware of such Security Incident. Gehring Group sha.11 mitigate to the extent practicable or as reasonably directed by Client any harmful effect that is known to Gehring Group of a Security Incident by Gehring Group. 2.10 Gehring Group shall take rea.sonable steps to ensure that any Subcontra.ctor performing services for Client agrees in writing to the sazne restrictions and conditions that apply to Gehring Group with regard to its creation, use, and disclosure of PHI and Electronic PHI in accordance with 45 C.F.R §§ 164.308(b)(2), 164.502(e)(1)(ii) and 164.504(e)(5). Gehring Group shall, upon written request from Client, provide a list of any Subcontractors with whom Gehring Group has contracted to perform services for Client. Gehring Group shall advise Client if any Subcontractor breaches its agreement with Gehring Group with respect to the disclosure or use of PHI or Electronic PHI. If Gehring Group lmows of a pattern of activity or practice of its Subcontractor that constitutes a material breach or violaxion of the Subcontractor's duties and obligations under its agreement with the Subcontractor ("Subcontractor Material Breach'�, Gehring Group sha11 cure the breach or provide a reasona.ble period for Subcontractor to cure the Subcontractor Material Breach; provided, however, that if Gehring Group cannot, or Subcontractor does not, cure the Subcontractor Material Breach within such period, Gehring Group sha.11 terminate the agreement with Subcontractor, if feasible, at the end of such period. 2.11 Gehring Group shall, upon written request from Client, provide to Client a copy of any PHI or Electronic PHI in a Designated Record Se� as defined in 45 C.F.R § 164.501, Page 4 of 8 17535410v.1 created or maintained by Gehring Group, and not also maintained by Client, within thirly (30) days of receipt of the request. 2.12 Gehring Crroup shall, upon written request from Client, make any amendment to PHI in a Designated Record Set maintained by Gehring Group within thirty (30) days of receipt of the request unless Gehring Group can establish to Client's satisfaction that the PHI at issue is accurate and complete. 2.13 If an Individual's PHI is held in an Electronic Health Record, Gehring Group shall provide requested copies in electronic format to the individual or to an entity or person designated by the Individua.l, provided such designation is clearly and conspicuously made by the Individual or Client. 2.14 Gehring Group sha.11 make its internal practices, written policies and procedures, books, records, and other documents relating to the use and disclosure of PHI and/or Electronic PHI created or maintained by Gehring Group on behalf of Client available to the Secretary of the Departrnent of Health and Human Services, or his or her designee, for purposes of the Secretary determining Client's compliance with HIPAA. 2.15 Gehring Group shall make available the information required to provide an accounting of disclosures made on and after the Effective Date, as necessary for Client to comply with 45 C.F.R § 164.528, within twenty (20) business days of receipt of the reques�t. Gehring Crroup shall provide one such accounting within a twelve month period without charge, but may make a reasonable charge for any additional such accountings within the same twelve month period. 2.16 Gehring Group shall maintain all records, other than those records that are also maintained by Client, for six (6) years from the date created or last in effect, whichever is later, as necessary for Client to comply with 45 C.F.R § 164.530(j)(2). 3. PE�n UsES oF Pffi 3.1 Gehring Group may use and disclose PHI and Electronic PHI as necessary to provide services to Client, subject to Section 2.3 of this Agreement and consistent with the requirements of HIPAA. 3.2 Gehring Group may use and disclose PHI and Electronic PHI as necessary for the proper management and administra.tion of Gehring Group or to carry out Gehring Group's legal responsibilities, subject to Section 2.4 of this Agreement and consistent with the requirements of HIl'AA; provided, however, that Gehring Group may disclose the PHI and Electronic PHI for such purposes only if: i. the disclosure is Required by La.w, or ii. Gehring Group obta.ins reasonable assurances that the party to whom the PHI or Electronic PHI is disclosed (a) will protect the confidentiality of the PHI and Electronic PHI, (b) will not further disclose the PHI or Electronic PHI except as Required by La.w or for the purposes for which it was disclosed to the other party, Page 5 of 8 17535410v.1 and (c) will report any improper use or disclosure of the PHI and/or Electronic PHI to Gehring Group. 33 Except as otherwise limited in this Agreement, and to the extent provided for under this Agreement, Gehring Group may use PHI and Electronic PHI to provide Data Aggregation services to Client, as permitted by 42 C.F.R § 164.504(e)(2)(i)(B). 4. TERMINATION OF AGREEMENT 4.1 Except as described in Section 4.3, this Agreement shall continue in effect so long as Gehring Group provides service to Client involving maintaining, using or disclosing PHI or Electronic PHI, or otherwise retains a copy of PHI or Electronic PHI provided to Gehring Group by Client. 4.2 Client may terminate this Agreement at any time if Client discovers that Gehring Group has materia.11y breached any provision of this Agreement. 43 If Gehring Group becomes aware of a pattern of activity or practice of the Client that constitutes a material breach or violation of the Client's duties and obligaxions under the Agreement, Gehring Crroup shall take reasonable steps and provide a period of thirty (30) calendar days for the Client to cure the material breach or violation. If the Client does not cure the material breach or violation within such 30-day period, Gehring Group sha.11 terminate the Agreement, if feasible, at the end of such 30-day period. 4.4 Upon the expiration of Client's relationship with Gehring Group, and contingent upon the payment of all outstanding fees, Gehring Group sha,ll return PHI and Electronic PHI to Client or Client's designated agent upon Client's request. If return of all PHI and Electronic PHI is not fea.sible, the provisions of this Agreement shall continue to apply to Gehring Group until such time as all PHI and Electronic PHI is either returned to Client or destroyed pursuant to Gehring Group's document retention policy, provided that Gehring Group shall limit further use of PHI and Electronic PHI only to those piuposes that make the destruction or return of the PHI and Electronic PHI infeasible. Following the expiration of the relationship, Gehring Group agrees not to disclose PHI and Electronic PHI except to Client or as Required by Law. 5. NolzcEs Whenever, under this Agreement, Gehring Group is required to give notice to Client, such notice shall be sent via First Class Mail to: Me�ene Reid 345 Tequesta Drive Tequesta, FL 33469 Attention: Privacy Officer Whenever, under this Agreement, Client is required to give notice to Gehring Group, such notice shall he sent via First Class Ma.il to: Page 6 of 8 17535410v.1 Katherine Bellantoni, Privacy Officer Gehring Group, Inc. 11505 Fairchild Gazdens Ave. Suite 202 Palm Bea.ch Gardens, FL 33410 6• INDEMNIFICATION Gehring Group agrees to indemnify Client, and any employees, directors, officers of Client (collectively "Client Indemnitees"), against all a.ctual and direct losses resulting from or in connection with any breach of this Agreement by Gehring Group, or its pa,r�►ers, employees or other members of its worl�orce. Actual and direct losses sha.11 include, but sha.11 not be limited to, judgments, liabilities, fines, penalties, costs, and expenses (including reasona.ble attomeys' fees) which are imposed upon or incurred by Client Indemnitees by reason of any suit, claim, action, investigation, or demand by any Individual, government entity, or third pazty. This obligaxion to indemnify sha11 survive the termination of this Agreement. Client agrces to indemnify Gehring Group and any employees, directors, officers of Gehring Group (collectively "Gehring Group Indemnitees") against all actual aad direct losses resulting from or in connection with any breach of this Agreement by Client, or any violation of HIPAA resulting from any improper use or disclosure of PHI and Electronic PHI pursuant to Client's direction. Actual and direct losses shall include, but shall not be limited to, judgments, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) which are imposed upon or incurred by Gehring Group Indemnitees by reason of any suit, claun, action, investigation, or demand by any Individual, government entity, or third party. This obligation to indemnify shall survive the termination of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the limit of Client's indemnifica.tion shall not exceed the maximum amounts as stated in Sec. 768.28, Florida. Statutes, including limits on attorney's fees. Nothing conta,ined in this Agreement shall be consirued as Client's waiver of sovereign immunity beyond the maximum waiver limits in Sec. 768.28, Florida. Statutes. Nothing contained in this Agreement shall be construed as Client's consent to be sued. 7. AMEivn�rrr The parties agree to negotiate in good faith any amendments necessary to conform this Agreement to changes in applicable law. Gehring Group further agrees to promptly attempt to a.mend its agreements with its subcontractors and agents to conform to the terms of this Agreement In the event Gehring Group is unable to amend this Agreement or its agreements with its subcontractors in a way that is sufficient to satisfy the requirements under HIE'AA, Client may terminate this Agreement in accordance with Section 4 upon thirty (30) days written notice. 8. TERMS OF AGREEMENT GpVERN Any ambiguity in this Agreement sha.11 be resolved in a way that permits compliance with HIPAA. In the event of a conflict between the terms of this Agreement and any other contract or agreement between Client and Gehring Group, this Agreement shall govern. Page7of8 17535410v.1 9. REGULATORY REFERENCES A reference in this Agreement to a section in the Privacy Rules or Security Rules means the section as in effect or as amended, and for which compliance is required. * * * IN WITNESS HEREOF, the parties have executed this Agreement by their respective duly authorized officers or representatives. VILLAGE OF TEQUESTA GEHRING GROUP, INC. By: By: Michael Couzzo, Jr. Title: Village Manager Title: Date: 10/7/2014 Date: Page 8 of 8 17535410v.1 ADDII�TDUM Pablic Reca�ids: In accordance with Sec. 119.0701, Florida Szatutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that aze 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 associaxed with this Agreement or associated with the performance of the work described in the Scope of Services aze not disclosed except as authorized by law. Finally, the Contractor shall retai.n 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 duplica.tes thereo£ Records that are stored electronically must be transferred to tt�e Village in a formax that is compatible with the Village's information technology systems. ' CONFIDENTIALITY AGREEMENT TffiS CONFIDENTIALITY AGREEMENT (this "Agreement'� is made and entered into as of August 15, 2014 (the "Effective Date") by and between the Village of Tequesta ("Client"), The Gehring Group, Inc. ("Gehring Group"), and Benefits Workshop ("Service Provider'�. Client, Gehring Group, and Service Provider are referred to individually as a"Party" and collectively as the "Parties" herein. W�REAS, Client is a Covered Entity under HIPAA (as defined below); WHEREAS, effective March 12, 2009 Client entered into a Consulting Agreement with Gehring Group (the "Gehring Group Agreement") pursuant to which the Client has engaged Gehring Group to provide or a.mange for the provision of certain consulting services (the "Gehring Group Services") to the Client; WHEREAS, Client has entered into business associate agreements with ea.ch Service Provider a.nd Gehring Group pursuant to which the Parties have agreed to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (the "Act"), the privacy standards adopted by the U.S. Department of Health and Human Services ("HHS") as they may be amended from time to time, 45 C.F.R parts 160 and 164, subparts A and E(the "Privacy Rule"), the security standards adopted by HHS as they may be amended from time to time, 45 C.F.R parts 160, 162, and 164, subpart C(the "Security Rule"), and the privacy provisions (Subtitle D) of the Health Information Technology for Economic and Clinical Health Act, Division A, Title XIII of Pub. L. 111-5, and its implementing regulations (the "HITECH Act") (collectively referred to herein as "HIl'AA'�, in providing the Service Provider Services and the Gehring Group Services to the Client; W�REAS, Client has requested that Gehring Group provide information directly to Service Provider, which may include individually identifiable health information, as that term is defined by HIl'AA; WHEREAS, the Parties agree to comply with the applicable requirements of HII'AA, and will appropriately safeguard a11 protected health information ("PHI") or electronic protected health information ("electronic PHI") that is transferred, created, received or accessed pursuant to this Agreement; and WHEREAS, the Parties desire to enter into this Agreement in order to (i) protect the privacy and provide for the security of PHI and electronic PHI transfen�ed, received, accessed, used or maintained pursuant to this Agreement, and (ii) satisfy certain requirements imposed on the Parties by HIPAA. NOW, THEREFORE, in consideration of the mutual benefits of complying with laws and regulations stated above, the Client, Gehring Group, and Service Provider agree as follows: 1 i�6�o6n�z ARTICLE I DEFINITIONS 1.1 "Minimum Necessarv" means the minimum amount of PHI necessary to accomplish the intended purpose of the use, disclosure, or re,quest or the amount of PHI described and defined by HHS from time to time as the "minimum necessary, " and in any event shall not include any direct identifiers of individua.ls such as names, street addresses, phone numbers or social security number, except for a unique identifier assigned by Client as necessary for the strategic analysis. 1.2 Other terms. All other terms not specifically defined in this Agreement shall ha.ve the meanings attributed to them under HIl'AA. ARTICLE II PRIVACY OF PROTECTED HEALTH INFORMATION 2.1 Permitted Uses & Disclosares. (a) Except as otherwise limited by this Agreement, Service Provider may access, use or disclose PHI on behalf of, or to provide the Service Provider Services to Client pursuant to the Service Provider Agreement, if such use or disclosure of PHI would not violate HIPAA or the terms of this Agreement. Service Provider may use PHI for the proper management and administration of Service Provider's business or to provide da.ta. aggregaxion services relating to the health care operations of the Client. (b) Notwithstanding the foregoing, Service Provider shall not disclose PHI unless: (i) required by law; or (ii) Service Provider obtains written assurance from the person to whom the PHI is disclosed that it will be kept confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, a.nd the person agrees to notify Service Provider of any instances of which it is aware in which the confidentiality of the information has been breached as required under 45 C.F.R. 164.504(e)(4). If Service Provider discloses PHI to a subcontractor or agent, Service Provider shall comply with Section 2.3 of this Agreement. 2.2 Safeeaards for the Protection of PHI. Gehring Group and Service Provider shall implement and maintain the administrative, physical and technical safeguards required by HIl'AA to protect the confidentiality, integrity and availability of electronic PHI and to ensure that PHI disclosed by and between Service Provider and Gehring Group is not used or disclosed by either Party, or by any of its subcontra.ctors, affiliates, or associates, except as provided in this Agreement 23 ReoortinE of Unauthorized Uses or Disclosnres and Unauthorized Attemnts to Use or Disclose (a) Service Provider shall notify Client and Gehring Group in writing, within ten (10) business da.ys, of any use or disclosure of PHI of which Service Provider becomes aware 2 i �6�o6rz�.z that is not provided for or permitted by this Agreement or under HIl'AA. Service Provider shall be responsible for all reasonable costs of notification associated with a breach or impernussible disclosure. (b) Service Provider agrees to report to Client and Gehring Group the aggregate number of unsuccessful, una.uthorized attempts to access, use, disclose, modify or destroy electronic versions of any of PHI or interfere with systems operations in an Information System conta.ining PHI, of which Service Provider becomes aware, provided that: (a) sucb reports will be provided only as frequently as the Parties mutually agree, but no more than once per month; and, (b) if the definition of "Security Incident" is amended under the Security Rule to remove the requirement for reporting "unsuccessful" attempts to use, disclose, modify or destroy electronic PHI, this Section 2.3 shall no longer apply as of the effective date of such amendment (c) Service Provider shall notify Client and Gehring Group of a Breach of unsecured PHI within ten (10) business days a.fter discovery of such a Breach in accorda.nce with 45 CFR 164.410. The notice required by this Section 2.3(c) shall include, to the extent possible, the identification of each individual whose unsecured protected health information has been, or is reasona.bly believed by Service Provider to have been, accessed, acquired, used, or disclosed during the breach. Such notice sha.11 also include, any of the following information, if available: (i) A brief description of what happened, including the da.te of the breach and the date of the discovery of the brea.ch, if known; (ii) A description of the types of unsecured protected health infornia.tion that were involved in the breach; and (iii) A brief description of what the breaching Pazty is doing to investigate the breach, to mitigate harm to individuals, and to protect against any further brea.ches. 2.4 Use of Snbcontractors (a) Service Provider shall not delegate the performance of any Services without the prior written consent of Gehring Group and Client. (b) To the extent tha.t Service Provider uses one or more subcontra.ctors or agents to perform its obligations under the Service Provider Agreement, and such subcontractors or agents receive or have access to PHI, Service Provider agrees to obta.in written Service Providers that any such subcontractor or agent agrees to the same restricrions and conditions thax apply to Service Provider with respect to such PHI, including the requirement that subcont�actors and agents agree to implement reasona.ble and appropriate safeguards to protect electronic PHI that is disclosed to subcontractors and agents by Subcontractor. Service Provider will disclose to any such subcontractor no more than a limited data set or the Minimum Necessaiy, as applicable, pursuant to HIl'AA requirements. (c) If, pursuant to future regulations promulgated by HHS, subcontractors of business associates are deemed to be business associates, Service Provider will (i) ensure its subcontractors comply with all of the provisions of HIl'AA applicable to business associates; and 3 � �b�o�n�.z (ii) require any agent or contra.ctor with whom it shazes PHI to sign a business associate subcontract that complies with HIl'AA; provided, however, tha.t Service Provider shall not enter into such subcontract without prior written consent of Gehring Group. 2.5 Anthorized Acce�ss to PHI. To the extent that Service Provider mainta.ins PHI in a Designated Record Set, Service Provider shall pmvide Gehring Group with access to such PHI no later than five (5) business days after receipt of such written request by Gehring Group pursuant to 45 CFR 164.524. 2.6 Amendment to Pffi. To the extent that Service Provider maintains PHI in a Designated Record Set, Service Provider shall amend such PHI in accordance with Gehring Group's written request no later than five (5) business days after receipt of such request by Gehring Group pursuant to 45 CFR 164.526. 2.7 Acconntin� of Disclosare�s of Pffi. Service Provider shall keep records of a11 disclosures of PHI made by Service Provider (the "Disclosure Accounting") on an ongoing basis to the extent required by HIPAA and for the geriod of time for which, under HIPAA, a Covered Entity must mainta.in a record of such disclosures, except for disclosures: (a) To carry out Treatment, Payment, or Health Care Operations, as provided in 45 CFR 164.502; provided, however, that, Service Provider shall, to the extent required by the HITECH Act and the accompanying regulations, keep a record of disclosures to carry out Treatment, Payment, or Health Caze Operations made via an electronic health record for a period of at least three (3) years; or (b) As otherwise excluded, as described at 45 C.F.R 164.528(i)-(ix). Service Provider shall provide the Disclosure Accounting to Client a.nd Gehring Group (or to an Individua.l, if so directed by Client and Gehring Group, as applicable) (i) no later than five (5) business days after receipt of written request for such Disclosure Accounting by Client and Gehring Group pursuant to 45 CFR 164.528, or (ii) in accorda.nce with HIPAA. 2.8 Oblieations of Client. ' (a) Client shall notify Gehring Crroup and Service Provider of any restriction on the use or disclosure of PHI to which Client has agreed in accordance with the releva.nt provisions of HIl'AA, to the extent that such restriction may affect Gehring Group's use or disclosure of PHI to Service Provider. (b) Client shall notify Geluing Group and Service Provider of any changes in, or revocation of, permission by an individual to use or disclose such individua.l's PHI to the extent tha.t such change may affect Gehring Group's use or disclosure of PHI to Service Provider. 2.9 AdditionalObli�ations. (a) Electronic Copies of PHI. As applicable, Service Provider will (i) 4 »6�o6�z�.z cooperate with Client and Gehring Cnoup to provide an Individua.l with an electronic copy of such individual's PHI if the PHI is maintained by Service Provider in an electronic health record and the individual requests an electronic copy of his or her PHI, and (ii) comply with, and cooperate with Client and Gehring Group to facilita.te Client's and Gehring Group's compliance with its obligations rega.rding electronic health records pursuant to Section 13405(e)(1) of the HITECH Act and any regulations HHS may promulgate thereunder. (b) Non-Disclosure for Out-of-Pocket Services. As applicable, Service Provider will (i) abide by any directive from Client and Gehring Group not to disclose PHI in connection with an item or service for which an individual has paid out-of-pocket, in full, and (ii) cooperaxe with Client and Gehring Group to facilitate Client's and Gehring Group's compliance with its obliga.tions not to disclose certain PHI in accorda.nce with Section 13405(a) of the HITECH Act and any regulations HHS may promulgate thereunder. (c) Prohibition on Sale of PHI. Service Provider will not sell PHI or receive any direct or indirect remuneration in exchange for PHI, except as expressly pernutted by this Agreement and the Service Provider Agreement. (d) Prohibition on Marketins. Service Provider will not transmit, to any individua,l for whom Service Provider has PHI, any communication about a product or service that encourages the recipient of the communication to purchase or use that product or service unless permitted to do so under the HTTECH Act. ARTICLE III MISCELLANEOUS 3.1 Annlicabilitv. This Agreement shall be applicable to PHI received by Service Provider from Gehring Group or created or received by Service Provider from Client on behalf of Gehring Group. 3.2 Amendments. The Parties acknowledge that state and federal laws relating to data, security and privacy are ra.pidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments. The Parties specifically agree to ta.ke such action as is necessary to implement the standards and requirements of HIPAA and other applicable laws relating to the security or confidentiality of PHI. 3.3 No Third Partv Beneficiari�. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Client, Gehring Group, Service Provider and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 3.4 Conflicts. The terms and conditions of this Agreement will override and control any conflicting term or condition of any other agreements that may be in place between the Parties; provided, however, that the Business Associaxe Agreements between Client and Service Provider and Client and Gehring Group shall supersede this Agreement with respect to the 5 17670672v.2 relationships between such parties. All non-conflicting terms and conditions of this Agreement and any other agreement between the Parties remain in full force and effect 3.5 Construction. This Agreement shall be construed as broadly as necessary to implement and comply with HIl'AA. ° Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies with HHIPAA. 3.6 Audit Ri�hts. Service Provider sha11 make its practices, books and records related to PHI available to HHS for the purpose of determining Service Provider's compliance with this Agreement and HIPAA. In the event it is determined that Service Provider is in violation of HIl'AA, or this Agreement, Service Provider will take rea.sonable steps to cure such violation or breach, in accordance with HIPAA. 3.7 Snbaoenas. Each Pazty will provide written notice to the other Parties of any subpoena or other legal process seeking PHI received from or created on behalf of Gehring Group or the written notice shall be provided within 48 hours of receipt of a subpoena. or other legal process. 3.8 Notices. All notices required to be given to any Party under this Agreement will be in writing and sent by traceable carrier to each Party's address indicated below, or such other address as a Party may indicate by at least ten (10) days' prior written notice to the other Parties. Notices will be effective upon receipt. Village of T�nesta 345 Tequesta Drive Tequesta, FL 33469 Attention: Privacy Officer , Merlene Reid The Gehring Gronp, Inc. 11505 Fairchild Gardens Ave., Suite 202 Palm Bea.ch Gazdens, FL 33410 Attention: Privacy Officer, Katherine Bella.ntoni Benefrts Workshop Attention: Privacy Officer 3.9 Term. The term of this Agreement shall commence as of the EfFective Date of this Agreement and sha.11 continue in effect until terminated in accorda.nce with Section 3.10. 3.10 Termination (a) This Agreement shall termina.te upon the earlier to occur of (i) termination of the Gehring Group Agreement or (ii) receipt by any Party of the Party's notice to terminate in the event of an uncured breach of a material term of this Agreement where the 6 17670672v.2 breach is not cured to the reasonable satisfaction of the non-breaching Part(ies) after thirty (30) days written notice of such brea.ch. (b) Upon termination of this Agreement for any reason, Service Provider shall, if feasible, return or destroy all PHI and electronic PHI or any copies thereof received. from Gehring Group that Service Provider or its agents or subcontractors still ma.intain in any form. If return or destruction is infeasible, Service Provider or its agents or subcontra.ctors shall continue to extend the protections of this Agreement to such information, and 1'vnit fiu�thher use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 3.11 Indemnification (a) Service Provider will indemnify and hold harmless Gehring Group and the Client and a.ny of their affiliaxes, officers, directors, employees, subcontractors, agents, or other members of its worl�orce, from and against any claim, cause of action, liability, da.mage, fine, penalty, cost or expense arising out of or in connection with any non-permitted use or disclosure of PHI, electronic PHI or other breach of this Agreement by Service Provider or any subconLractor, agent, person or entity of Service Provider that provides the Service Provider Services. Notwithstanding any provision of the Service Provider Agreement to the contrary, Service Provider's responsibility for indemnification arising out of or in connection with this Agreement will be governed solely by this Section 3.11 and no provision set forth in the Service Provider Agreement, including indemnification provisions thereunder or any terms that define, restrict or limit the types or amounts of damages, costs or expenses, will in any way restrict or limit Service Provider's indemnification liability hereunder. 3.12 Governin� Law. This Agreement shall be governed by and interpreted in accorda.nce with the laws of Florida.. Jurisdiction and venue for any dispute relating to this Agreement shall rest exclusively with the state courts of Florida and the federa.l courts of the Southern District of Florida, as applicable. [Signatures on following page] i �6�obrz�.z 7 IN WITNESS WHEREOF, the Parties have entered into this Agreement to be effective as of the Effective Date. Village of Tequesta: By: Its: Villaqe Manaqer Narrie: Michael Couzzo Jr_ The Gehring Group, Inc.: B y : Its: Name: Benefits Workshop: By: Name: Its: 8 17670672v.2 ADDENDUM Pablic Record� In accordance with Sec. 119.0701, Florida Stcztutes, 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 associaxed 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 thax aze stored electronically must be transferred to tkie Village in a format that is compatible with the Village's informa.tion technology systems. � E��pr�aent �� i� � � ��ote 1lTs��e�'� 231�0250 � � -�- �aa��e ��tet 10/08/20 i4 :; . �,;-._ Custo��r P�aun�er 3346B07 5�� e�r��e�tati�✓� '�er�s ng �aie: Vet 30 Co�ie br�tiv� �aast��ea° i,3asse l. Parlcs ��2ec ��a�rp8a�g I�I�i�nor�s �est ?1+Iay ?/Ii� �ec�eatio� �qui�r,l��t ��s. �+��g�� a �'�epaac� 87c� � �1Iw;� 5� !�g��s:�3�a�� aigr �a�ea liTo�aett,l�d�fl �570� ��s� �� '�� 'hone: �'�54) 52fl-�52.� Fax: �95�) �'73-1964 �� I2er�aHtta�� i� ��aea ��a�sn ��➢es �epr�seflata4�w��o P��,p�r��l �Iillage a�'�'equesta ��'° 399 �eabrook �'.aad �equesta, �'L 334b9 ��cati��a, v iilage of �e�uesta Not �;1�arranty gcorbitt@tequesta.arg 3�� Seabrook Raad '�'e uesta, � 33�69 �'�3��aa�aa� �3��-�� u��n E��an��eaa� �a��►��n;� �1 ��dana��a��e ��b�� aa�a�Q��an ��ean��• ��nvc�g�, �, ��6'��-�004 ��r�a��a/ �reg Carbitt (5og) j75-{�47 ��"��H��/ ��'�g "��bite (501� 575-6247 �s��na��anag &�se&aai�a°;� �au�rtrasse �o�nd�ct: �an��nty �Z��a 1�Tn�mb�� le�c�-ep�ion I'r9c� �E�c� �a��e� '�'��fl 15 lfl�&4+75 1/� x t�o�� 0.3Q $4.50 5 104506 3!3 x 1 1/�?" �eit �2,00 $10.00 � 98�171� aTertical Zung ��/ pla�P $138.00 �690.00 5 �3o519P i.hait� for �Nerticai �'.ung $5.00 $25.�� 1 i 1520$B�J �IJi��A1VT�� .5 �� 1�.��3L �AN l�pii�.?i-�J� �IaI1o1� $1S.fl0 �18.00 '� 1 �J2d8�I� HdJ�d'�'�� i°�i 4.5 r��?2��. �,t1�1'��J��-�J� ��iT� $13.00 $Jb.00 1 �39902�� IC �'�TC� �'��' $29.00 $29.00 S ��8204 ��,�Tfi ��' ��.�V�S �Jl��1L'� �FC�� '�I�i�ALE'�'�U�� $9.�5 ;�Q�.2� �qu�prx�ent T�fi�➢: $559.75 F�°efgh�: ��g2.71 Installatiora: $2,�0�,00 SaabTc�ta�o $3,552.46 'Tax; �0.00 �rand Total: $3,952.46 ii�?�t��e �'rices do �a�t i�clud� any Anaieria�s �� s��vic€�s other tll�au� fliste�d. Rep #: 23 Order #: 231402�� Page 1 of 3 Rev D 052313 This Quote shall not become a binding contract until signed and delivered by Uoth Custorner and iVIiracle iZec�eation Equipment �Company ("NIiracle"). Sales Representative is not authorized to si�n this Quo[e on behalf of A�Iiracle or Customer, and signed �uotes cannot be accepted fram Sales �epresentative. 'q'o submit this offer, please sign below and for�vard a campizce si;ned copy oi this �uote directly to "Ivliracie Sales Adininistratioi3" via fax (�ia7) 23�-3�51 or ernail: orders@miraclerec.cam. Upon accepiance, �iIiracle tivill a•eturn a fully-signed copy of the �uote to Custonner (with copy to Sales 12epreseniative) via fax or email. 'I'HIS QUOTE IS LIMI'Y'ED'T� �1I�ID GO'�T�,i21�1ED BY'3'HE �ERitiIS C��1TA�1B� I�EREII'�1. iVIiracle objects co any other terms proposed by Customer, in writinb os othenNise, as mate�al al[erations, and ail such proposed terms sha:l be void. �ustomer authorizes �✓Ii�acle to ship the Equipment and agrees to pay iYiiracle the total amount speciiied. Shipping ierms are �'GB the place oi shipment via common camer designated by Zliracle. �ayment terms are Net-30 days fram 9nvoice 3ate with approved credit and all charges are due and payabte in fu11 at 84�•5 Solution Center, Chicago, IL b067'7-8004, unless notified otherwise by NIiracle in tivriting. Customer agrees to pay all additional senrice charges fos past due invoices. �,ustomer must provide proper tax exemption certificates to iYIiracle, and shall promptly pay and discharge all other��ise applicable taxes, license fees, levies and other impositions on the Equipment at its own expense. Purchase orders and payments should be made to ihe order of AiIiracle Recreation Equipmerat Company. �uote Numbert 23140258 �teoi� �3atee i0/08/2014 E��i�s�enY T�tafl: $859.75 Grand Total: $3,552.46 CUST�MER HEREBY SUBVIITS ITS flFFER'I'� �URCHASE Tf3E EQUUI?PIVIEI�TT 1��C�RDING T� THE'I`5'RTvIS STATED liV TH�S tzUOTE AND SiJ�JECT TO FIl�IAL APPROVAi., BY iVII�CLE. - � .z, � � ' �i7 .,.a_.�-.r . �"`!.PlL'.�=�� yL•o` �r�r'�r•c' ✓C t t , ,.�_� . :�� ' � ,. f Z �ubmitt�d By P�i�tE� Name and Tit1e Date THE F(3REG�ING QUOTE AND OFFER .�1RE HEREBY AP�R4��JED ,<1i�1D ACCEPTED 3� lUIY12A�CLE �ECREAT'ION EQUIPMENT COMPANY. �y: Ilates ADDITIONAL'TERN[5 _CONDdTI()PdS d3F SAY,� 1. iJse & Maultenance. Customer agrees to regularly inspect and maintain the Equipment, and to provide, irvspect and maintain appropriate safety surfacing under and around the Equipment, in accordance with NSiracle's product literatu:e and ihe mosi current Consumer P*oduct Safety Commission Handbook for Public Pla jground Safeh,r. 2. Default, Reinedies & Delinquenc;� Charges. Customer's £ailure .o pay any invoice when due, or its failure Yo otherwise comply Nith the terms of this Quote, shall constitute a default under ali unsatisfied invoices ("Event oi Defasilt"). Upon an Event of Default AQiracle shali have all remedies available to it at law or equity, including, without limitation, all remedies afforde� a securec�. creditor a�lder the lin_form Commercial_ Code. Customer agrees to assist and cooperate yvith I�liracle to accomplish its filing and enforcement of nechanic's or oti�er Iaens with respect to the Equipment or its location or its repossession ai fihe Equipment, and Customer expressly wai��es all rights to possess the Equipment after an Event oi Default. All :emedaes are cumulative and not alternarive, and no exercise by M'vacle o; a remedy will prohibit or �vaive the er,es•cise of any otl�er remedy. Customer shall pay all reasonable attorneys' fees plus any costs of coliection incurred by Nliracle in enforcing its rights hereuncier. SLbject to any limiYations under law, Customez shall pay to Nfiracle as liquidated damages, and not as a penalty, an amount equal to 1.5% per !nonth of any payment that is delinquent ?n such month an� is not received by Mia•acle within ten (10) days after the date on which due. Rep #: 23 Order #: 23140253 Page 2 of 3 Rev D 052313 3. Limitation of Warrenty/ Indemnity. MQtACLE MAKES NO EQUII'MENT WARRANfIESS EXCEPT FOR THOSE STANDARD WARRANTIFS LSSiJEL)`WITH THE EQUII'A�NT, WHICH ARE INCORPORATED HII2IDV BY Tf3IS REFERIIVCE. 1VIIRACLE SPECIFICALLY DISCLAIMS ANY ° IMI'LIED WARRANTY OF 1VIIItQiANfABIL1TY OR FITNFSS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTTAL DAMAGES. CUSTOMER AGREFS TO DEFEND, IlVDENINIPY AND SAVE NIIRACLE HARMLESS FROM ALL CLAIIvIS OF ANY KIIVD FOR DAMAGES OF ANY IQND ARISING OUT OF CUSfOMEK'S ALTERATION OF'THE EQUIPNI�TTT,115 FAILURE TO MAINTAIlV THE EQLTII'Iv�]T, ITS FAILURE TO PROPERLY SUPERVISE EQTJIPNIENT USE, OR ITS FAII.URE TO PROVIDE AND MAINTAIN APPROPRIATE TYPES AND DEPfHS OF SAFETY SURFACIlVG BENEATH AND AROUND TII� EQUIl'MENf IN ACCORDANCE WT1T3 MIRACLE'S INSfALLATION AND OWNER'S MANUALS AND THE MOST CURRENT CONSUMER PRODUCP SAFEIY COMNIISSIOAT HANDBOOK FOR PUBLIC PLAYGROUND SAFEIY. 4. Restrictions. Until all amou� due hereunder are paid in fi�ll, Customer shall not (i) permit the Equipment to be levied upon or attached under azry legal prac�s: (ri) transfer title to the Equipment ar atry of Customer's rights therein; or (iii) remove or pera►it the remwal of the Equipment to azry l�ation not epecified in this Quote. 5. Purchese Money Security Intaegt Customer hereby grants, pledges and asffigns to Mtracle, and Miracle h�eby reserve9 a purchase money s�urity inberest in, the Equipment ia order to secure the payment and peifora�ance in full of all of Customds obligations hereunder. Customer agrees that Miracle may fIIe one or more financing stabements, in order to aIlow it to perfect, acquire and maf�►tam a sugerior security iater�t in the Eqnipment 6. Choice of Law and Jurisdiction. All a�eements behween Cus6omer and Miracle ekiall be inYerpreted, and flie parhies' obHgations shall be governed, by the laws of the State of Missouri without reference to itv choice of law provisiona. Customer hereby wn�nts to the pe�sonal jurisdiction of the state and federal courts lorated in the dty and county of St Louis, Miseouri. 7. Tifle; Riek of Loes; Insurance. Miracle Retains full Htle to all Equipment until full paya►ent is received by Miracle. Customer assum� all risk of loss or destruction of or damage to the Equipment by reason of thgft, fire, water, or any other cause, and the occuaence � any such casualty shall not relieve the Customer from its obligaHone hereunder and under atry imroicea Until all amounta due here�mder aze p'aid in full, Customer shall insure the Equipment against all such loeses and cesualttes. 8. Waiver; Imalidity. Miracle may waive a deEault hernunder, or under azry imoice or other agreemetrt between Customer and ARiracle, or cure such a default at Custamer's expense, but ahall have no obHgation to do either. No waiver ahall be deemed to have taken place unless it is in writing, signed by Miracle. Any one waiver ehall �rot consiitute a waiver of other defaulta or the same l�d of default at another time, or a forfeiture of any ri�ffi pravided to Nliracle hereunder or under any imoice. The invalidity of any portion of this Quote shall not affect the force and effect of the remeining valid portions hereof. 9. Entire Agreemenb Amendme� Binding Natvre. Thia fully�cecuted Quote, as supplemented by Change Orders and invoices containing exact amounts of eatimab� proeided herein, constttut� the complete and exclueive agreement between the parties. A Change Order is a written inshvment signed by the Customer and Miracle stating their agreement ae to atry amendment in the terais of thie Quote. Customer acknowledga that C�iange Orders may regult in delays end additional costs. The parH� agree that all Chenge Orde� shall include approprlate adjustments � piice and time frames relating to azry requesbed amendmenta Upon full exec.ution, this Quote shall be b3nding upcm end in�ne to the benefit of the parties and dieir eucceasore and assigns. 10. Counberparts; IIectronic Tranamis�on. Tl�ia Quote, et►y imroice, and any other agreement between the parties, may be executed in counterpazts, each of which shall conaHtute an origa►aL The facBlaule or other electronic transmission of azry signed origu►al document, and retransmission of any signed facsimile or other electronic transmission, shall be the same as the h�an9mission of an originaL At the request of either party, the parHes will confirm faceimile or other electronically transatitted aignatures by signing an original document Rep #: 23 Order #: Zi 140258 Page 3 of 3 Rev D 052313 ADDENDUM Pablic Record� In accordance with Sec. 119.0701, Florida Statutes, the Contra.ctor 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 aze not disclosed except as authorized by law. Finally, the Contractor shall retai.n 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 Coniractor and destroy any duplicates thereof. Records that aze stor� electronically must be transferred to t�ie Village in a fornnat that is compatible with the Village's information technology systems. �,�a��a��ft �;�ac��i��m �� 't�aa�t� ldana��¢se 23 � 40257 ��n�� ID�a�, 09/3d�/2�ll4 �Cs��ene� �Iaaaun�� 3346�07 �a�e� �12�g��sea�t��av2 ��s �f ��➢¢a Net 30 Connie �3rawr� �aas�aaraea� �C��s�e fl. �ar'_ks & �cec ��iq�ping l��et�a��la �est `�ialay �/Iiracle �ecr�ation :�quiprnent �Co. �'r�'gdat'��rr��a �'repaid S78 � ��uy v0 A�gss�axinna#� Slaiga ��t�o Nionett, iul� 55708 �a�s¢ P� �ia�s�a Phoi�e: (954) 52�-��23 Fax: (954) 473-fl964 P� R�axaetta�ce ��' ��her kH�� S��s ��a��¢��y�jo 1��°��°�m� �Til�ag� �af '�'ec�uesta �'`��`° 3�� ab� �2�ad �'equ�s�, ��, 33469 Losa�aoa�o �Iil�age of "i'equesta ��Yarranty gcQrbitt@t�questa.org 399 5eat�rooPc �oad �'aym�eaat i�/iaa�a�le �t��re�8i�n �s�uepmemt �mc�►pa►a� '�'equesta, �'L 33�b9 �eaa�es�t2�aaeeo 84�5 �o�t�t�mn �e�tee, +'Clnieao�, �Y, ��6`77 �'�Y��i �reg �Corbitt (5�1) 575-6247 ��aP�a�g� �Greg ��rbitt (551) 575-62�7 l31��IL91��d➢A,� ��9 3�E°`✓ '�QDIIR$dC3: ��flIl$¢iC$: Q�aa�a��i�� Ht��s I'�t�a��e�° Descr�ptiora ��°�� i 1��c� '��al �'7 1p4473 �oits �fl.Ot� �O.�DO 7 104475 1/4 � 1 boit $0.00 $0.00 1 11201��' 'I'unnel Slide Straig�t Section $0.0� $0.00 1 %1326b Parts �Carton for squarP a�ck $�.fl0 $0.00 2 713?6'7 �'arts �artor� (1/2 ��x � pos�s) $fl.DO $�0.00 1 984351� Sq�bare �eck I�� $�3.�0 $0.00 2 984353P �/2 fi�e;c t� �- po�ts $O.a� $�.00 � 987 � 79P Sta� 5' 'I'f ��int $0.,�0 $0.00 1 983056 Parts �arto?� for Frflttt ste� 'Transfer $0.00 $�.QO 1 9901 �6 IViega �erimeter Decic $�3.fl0 $0.00 1 9901 Jb �'arts Carton for 7 i4520 $0.�0 $0.00 24 104473 3/8" �IT SET SCIZ.E`�1 T-�J $O.flO $0.00 24 11�0156 1/4-2� 4 P�R�1`dG'�'-i`�J'� $�.CO $0.00 48 1fl700fl 114" �iLA'�' �IAS�� $O.flO $0.00 �quipraaen� T��; $O.O�D �'�°�i��.�ta $C1.00 �a�s�lflati��: $0.00 5a�b'T��a�; $0.00 �'�x; $Q.00 �xana� �a��; $0.00 �g�ecial ��lor�o �nstallatiora i�cflad?,s iriinom pair�t toucYg up �� easily acr,essib�e areas onAy. Rep #: 23 Order #: 23140257 �'age i of 3 Rev I) 052313 1�Totesa Prices do not include any materials or services �th�r than listed. Installatian charges are included ��vith quoie # 23140253. flriginal V�IO 59321fl and 562098. This C)uote shali not become a binding contract until signed and delivered by both Customer and Miracle YZecreati3n Ec�uipment Company ("iVtiracle"). Sales Representative is not authorized to sign this �Quote an behalf of Miracle or Customer, and signed �uotes canzot be accepted from Sales Representative. �o subrnit this ot'fer, piease sib below and forward a complete signed copy of this �uote direccly to "NTiracle Sales Administration" via fax (437) 235-3551 �r email: orders@miraclerec.com. FJpon acceptance, Miracle will return a fully-signed copy of the Quote to �ustomer (with cc�py to Sales Representative) �iia fax or email. 'g'HI5 �LTflT'E AS I.�1�T`F'��3 �'� f1i'T� �O��BN�� B�I'g'I� aE�2NiS ��3AI'd'EiINE➢� I-IEREIAT. NY�sacle objects ta any otheg teaYns proposed by �ustomec, in �vriting or otherwise, as �aterial alterations, and all such proposed tesms shall be void. Customes authosizes Miracle to ship the �quipraient and agrees to pay Miracle the total amount specified. Shipping terat�s are F�B the �lace af shipmeaat via compmo� carnier desagnated 6y 1Vli�acle. �ayment terms are Imlet-30 days from invoice date with approved cred'at aad all charges are due and paya6le in full at 8445 Saluti�n �ente�, �hicago, yL. 60677-8004, unless notified otherwise by Miracle in wa•iting. �Custotner agsees to pay all additional service charges for past due inv�ices. Cbistomer must provide proper tax exemption certificates to Il�iracle, asdd shail promptly pay and discharge all atherwise applicable taxes, licemse fees, levies and ather impositions on the Equipment at its own expense. Purchase orders and payments should be made to the oi•der of 1�/diracle Recreation Equipment �ompany. Quote Number; 2314025� ��o�e Da��e 09/30/201�G Ec�ex�panea►t �'�talo $0.00 �raaaal Tota➢: $0.00 CUSTONIER HEREBY S�JBMg�'S �'g'S OF�ER T� PIIR�HASE'THE E�LJIPiVtEIV�' ACC�RT'�IN(i 7'� �'HE'TE�'N[S S'TATEI� �iiV THIS QLT�TE AND SUBJECT TO FIIVr�L APP1tO�IE�I., BI' I�I�2A�CLE. _ _.., • . __ , . , ; � , � r.. .}-,. ''t �' w- k . ; . , d ,� ,L. ..p ,, , • �-'� • / 5ubmatt�d �3� Printecl Name and Tgtle �at� THE FOREGOING QUO'4'E Ai'VD OFFEI2 ARE HEI2EBY APPI20VED f4ND ACCEP'T�D B�I MPI:ACLE 2ECRE.�T�p�T EQUIPMENT COMI'ANY. Byc Date: ADDITIONAL TERIVIS _C011A11IDY'i'IOPIS 13F Sr:L�, 1. LJse & Maintenance. Customer agrees to regularly inspect and maintain Ehe Equipment, and 'co provide, insgect and maintain appropriate safety sixrfacing under and around the Equipment, in accoa•dance with Mi�•acle's product literature and the most current Consumer Product 5afety Conunission Handbook for Public Playground Safety. 2. Default, Remedies � Delinquency Charges. �ustomer's failure to pay any invoice when dae, or its failure to otheru�ise comply with the terms of this Ouote, shall constitute a default under all unsatisfied invoices ("Event of Default"). Upon an Event of Default, Nfiracla sha�l have all remedies available to it at law or equity, including without limitation, all remedies af#orded a secured crediYor under the iJnifoxm Commercial Code. Custome� agrees to assist and cooperate with Miracle io accornplish its iiling and enforcement of inechanic's or other liens with respect io tlie �qui�?menfi or its location or its repossession of fihe Equipment, and Customer expressly waaves all rights to poseess the Eqixipmeni after an Event of Defaaai_t. f#11 tex!medies are cumulative and not alternative, and a10 exercise by NIiracle of a remedy will prohibit or rvaive the exercise of any other remedy. Custo�taer silall pay aTl reasonable attorneys' fees plus any costs of collection incurred by 1Vrsracle in enforcing its rights hereuaades. Subject to aaqy lixn'stafions undex law, Ciasto�e� shall pay to Miraele as liquidated damages, and not as a penal�r, an amount equal to 1.5% per month of any payment that is delinquent in such mo�ath and 'as not received by Miracle within ten (10) days after the date on wivcfi due. Rep #: 23 Order #: 23 7 40257 page 2 of 3 Rev D 052313 3. Lamiiation of Warranty/ Indemnity. MIItACLE MAKES NO EQUII'N1ENT WARRANT'fES EXCQ'I' FOR THOSE STANDARD WARRANTIES �,SSUEb WITH TE� EQUII'MENT, WHICH ARE IIVCORPORATED HEREQV BY THIS REFERII�TCE. NIIRACLE SPEQFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF NNiERRCHANTABII.TIY OR FiTNFSS FOR A PARTiCULAR PURPOSE AND ANY T SA�r.rrY FOR INQDENTAL OR CONSEQUENTIAL DAMAGES. CUSTOMER AGREES TO DEFII�iD, INDENINIFY AND SAVE MIRACLE HARMLFSS FROM ALL CL.AIIvLS OF ANY IQND FOR DAMAGES OF ANY KIlVD ARiSIlVG OUT OF CUSTOIVIEIt'S ALTERATIOIV OF TI-� EQUIPMIN'T, TfS FAILURE TO MAIIVTAIN THE EQUII'MENf, TfS FAILURE TO PROPERLY SUPERVISE EQUII'MENT USE, OR TfS FAILURE TO PROVIDE AND MAIN'TAIN APPROPRIATE TYPES AND DEPTHS OF SAFEfY SURFAQNG BENEATH AND AROUND TTHE EQUII'MENT IN ACCORDANCE VVI1T�i MIItACLE'S INSTALLATION AND OWNIIZ S MANUALS AND THE MOSf CURRENT CONSUMIIt PRODUCT SAF�fY CAMMISSION HANDBOOK FOR PUBLIC PLAYGROUND SAFE'IY. 4. Restrictione. Until all aawuma due hereunder are paid in full, Cuatomer shall not (� Permit the FquiPm�t to be levied upon or atmched under a:ry legal Pr��s% (ii) transfer tide to the F.sluipment or rmy of Customer's rights therein; or (iii) remwe or pennit the rearoval of the Equipment to airy location nnt specified in this Quote 5. Purchase Mcmey S�urity Interesk Cuatomer hereby granta, pledg� and essigns to Miracle, and Miracle hereby reserves a purchese money aecurity u►ter�t ua, the Equipatent in order to s�vre the payment and performeitce m full of all of Customef s obHgations here�mder. Customer agrees that Muacle may f�1e one or more finaz►cing statements, in order to allow it to perfert, acquire and maintein a superior s�urity interest m the Equipment. 6. Choice of Law and Juriediction All agre�ments between Cvstomer and Miracle shall be inberpreted, and the parties' obligatione shall be governed, by the laws of the State of Mis,awri without reference to its choice of law provisions. Customer heneby consentv to the petsonal jurisdiction of the state and federal courts located in the dty end coutdy of St Louis, N&ssouri. 7. T'rtle; Rislc of Loss; Insurance. Miracle Retains fiill title to all Equipment unHl full payment is received by Miracle. Cuatomer aa�+ all risk of loss or destsuchion of or damage to the EquiPment by reason of theft, fire, water, or azry other cause, and the occuaence of az►'such cesualty ahall not relieve the Customer trom iis obligations hereunder and under arry invoices. U�rtil all amounis due hereunder are paid in full, Customer skiall insure the F.quipment againet all such lossev end casualties. S. Waiver, tnvalidity. Miracle may waive a default hereunder, or under any imoice or other agreement between Customer and Miracle, or cure auch a default at Customer's expense, but shall have no obligation to do either. No waiver shall be deemed to have taken place ur►l�s it is in writing, aip►ed by PRiracle. Any one waiver shall not constitute a waiver of other defaults or the same land of default at another time, or a forfeiture of any rights provided to Miracle hereunder or under ax� invoice The imralidity of any porhion of this Quote shall not atfect the force and effect of the *P+*+A��;*+g valid gornons hereof. 9. Entire Agreem�� Amendmer►� Binding Nature. This fully-executed Quote, as supplement� by C1�ange Ordeis and 'mvoices con�ining exact amounts of estimabes provided herein, conatitutes the complete and exclusive agreement between the parti�. A Change Order is a written instrument signed lry the Customer and Miracle stating their agreement as to any amendment in �e terms of tl�is Quote. Customer aclmowledg� that Change Orders may result in delaye and additional costs. The perN� agree that all Change Orders shell include appropriate adjuatments m price and time frames relating to any requested amendments. Upon full execution, this Quote shall be bmding upon end inure to the benefit of the parties and their successore and assigns. 10. Counterparis: Electronic Transa►ission This Quote, azry imoice, and azty other agreement between the parhi�, a►ay be executed in cou:rterpazts. each of which sl�ell constitute an original. The facsim�le or other electronic transmission of any signed original documa�t, and rehansaussion of azry signed fa�le or ot�her eleclronic transmisffion, shall be the same as the han9mission of an ori�nal. At the request of eithes party, the parli� will confirm facsimile or other electronically transmitted aignaturea bY siSning an original dorument Rep #: 23 Order #: Zi 140257 Page 3 of 3 Rav D 052313 ADDENDUM PubGc 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 a.ssociated 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. �,� R�� V��l, ��w, Page1of� ��' 2�@�as� �t�9ce ��s ��ai �oroda'acts oaat do: �I��s� �ra�at �hocks to: � �'�;�:;r ; ;- � ,. � I . `dl,'�r �.ra.:--'S �� - Rep Serrices, lnc. Rep 5�rvices, inc. 6$1 Technoiagy Park, STE 1009 5"oi Technoicx�y Park, STE 1009 Lake �lary, FL 32746--%127 Lake Mary, rL 32746--7927 _ . ___... _ . _ ___ . ._ __ _ ___ ____ ___ _ _ _ _ _ ----- -- __._ __ _..._�._ �r�pcassd Village of Tequesta ��a¢p Vill�ge of Tequeska �i99 Village of Tequesia '�a�: Parks S� RECreation Department °�a: Parks & P.ecreation Department �a�: Parks � Recreaticn Depa�tment 399 Seabrcok Roac� 399 Seabrook Road 399 Seabrook Poad Tequesta, FL 33�69 Tequesta, FL 33469 i equesta, FL 33469 alt4e�: Greg Corbitt �t3n: Greg Corbitt Aftrs: ureg Corbitt __ . _.__. _ .. _. . . _ ._ _ __ _ _. ---- _. _ ___ - _ �r�ject �o: 893g ��aject Name: �lillage of Tequesta-Pole Pads �'P�jec� C�ntact: Greg Cort�itt �ro�oosal ldo: �ggc� Q7 �'r��osa� �Vame: Village of Tequesta-swing parts Pro�ect Loca�ion: 399 Seabrook Road Propassal �Jafie: 10/1/20'14 ��g3osad �xg�ir�s: 90/39/2014 Tequesta, FL 33469 Foe C�uestemns �ontact: Carrie Numbert �� #. a07-831-9658;Q2� E-IVlaii: chumbert@repservices.com �a9es !�aansu9tand: Kavin Furman ��a #, 561-333-4451 E-iNail: kfurman@repseivices.com Option: B Rev: 0 Input �y; CH - 10/1/2014 _ _, _ _ _ . __ __ _ . . _ _ 1�endos�: Landscape Structures �'ro, arawings: 543888 �r�ic�@a4: Prepaid Ship Me�¢hod: UPS Ground �'OB: Destination �9as� ��r3 �lo �i;q ��sc�figa4o�� frafi� �t �¢eit �sice Net �'eice Ex"c Price _._ _ _ __ Parts 17�4018A �} �eld S�t w/Chairas ProGuare9 Chains for E' 8 902.�0 -4.0% �J�.92 391.68 Beam Height '176038A �-� Full 5uckef Seat uvlChains ProGuard Chains for 14 250.00 -4.0% 240.00 960.00 __. _ _� _ _ _ _ _ 3' Seam Heigh# Tatal Pfoduct: _ . _ _ _ .88 $1,351.68 Dis�c�a�nt per �he P�lan �eac� C�, Co�a�r�e� #1a-0?2�PFt: $56.32 Freight �harge: $129.54 Landscape Struetures Total: $1,481.22 _ _ _ __ _ . .____._ �� ____--�—____ . - - - - __ _------- �enerai T'erms of Sale anc� Propmsai Surr�cnary __. ._ ---_____ _ __ __ ..__ _. _ _ _ _. _ _ __----_ _____. Gov't: i�let 30; Resellers: Chsck w/Order; Others: v0% do�.vn, Balance prior to ship PrOdUCt: $1, 351.68 iVote: Orders Pess than �5,000 require paymer�t �nnth order Freighfie $129.54 �roposall'otal: $1,481.22 _ _ _ __ __ __._ _-- _ _ ._ _. _ _ --- -- � � Notes ._.�_ ___._ . . _ _ __ _ _ _ ._ __ __ _ _ _ _ _ Pricing per Palm Beach County Board of Counry Commissioners �erm Contract #10-07?_/PR. Landscape Structures "Equipment Onh/" orders receive a 4% discount. Clyders �r� �@aip�eatl �ratMiro aaar r�arau�a�saar��°s �ta�adard ��ad times. Ree�uests for e�e9ayed sE�ip�seag �a� resu9t in additional costs clue t� increas�s in �r�ight, m�teraal ��st� �a� ��her �actors� �o secure the pa•ices on tha� pr�gamsa�, the of#�a� rpaaast be a�ccepted prNOr fio the exparation d��e �aotet9, The undersignECl Uverranfs that he/she is an authorized rspresen4ative ov the company nated and has 4he requisi�e authority to bind said campany and/or princi{�al. If any particular billing is no4 paid when due, all outstanding baiancss, regardiess o'f �rior terms, will become immediateiy due and owing upon demand. Interest on past due amounts �ndll be assessed a41 '/ % per rnonth or the maYimum interest rate permitted by applicable law, ��nichever is less. Should it become necessary for either pariy to this contract 4o instituie legal action for enforcement of any provisions of this contract, ?he prevailing parfij shall be entitled to reire�bursement for all court costs and reasonable attorne�s fees incident 4o such iegai ac#ion. The pa�ties hereto agree that proper venue r'or any iegal action in any way related to this contract shai� be in Seminole County, FL. Acceptsd By: V�liage of Tequest� - " ' " �� , � � �.� , • � � � � ° ,,�,,; �,:%„ �`�� Company Name Authcriz�d 3y Pnnted �lame Date � As Its: (Title) 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, a.11 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.