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COMPREHENSIVE ANALYSIS
Village Manager's Office - Administration
To: Michael Couzzo, Village Manager
From: Debra Telfrin, Executive Assistance
Date: Ol/14/15
Subject: FDG Flagler Station II LLC and Village of Tequesta Real Estate Lease
Renewal (File#281-1-2a)
I respectfully present the following memorandum to the Village Manager.
Real Estate Lease (File#281-1-2a) between the Village of Tequesta and FDG Flagler II LLC will
renew for an additional 12 month period effective January 30, 2016. The rental rate for the term
will increase by 5% therefore the annual rental rate for the renewal term will be $3,519.00 plus ,
all sales or use taxes levied by any governmental body for the use or occupancy of the lease
premise.
Thank you.
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� ` T: 904.450.4830 � www.parailelinfrasUuciure.com
� C� �- F� n�J` ��� �,� �� � L.� { �[� 7411 Fullerton Streel � Suite 301 � Jachsonville, PL 3225G
November 17, 2015
Michael R. Couzzo 1r.
Village ofTequesta
345 Tequesta Drive
Tequesta, FL 33469
Re: Real Estate Lease (File# 281-1-2aj dated 1/30/2006 by and between FDG Flagler Station II ILC, as Lessor ("Lessor")
and Village of Tequesta, as Lessee ("Lessee")
Dear Mr. Gouzzo:
We are writing to inform you that the terms of the referenced Lease provide you the option to renew the Lease for an
additional 12-month period (the "Renewal Term"), provided you notify the Lessor prior to the end of the current term. To
expedite your exercise of this option, we have provided below a place for you to acknowledge exercising this option by
returning a signed copy of this letter.
If you choose to exercise your option, your Lease will be renewed effective January 30, 2016 and extend through January
29, 2017. Also, in accordance with Section 2, the rental rate for the term immediately preceding the Renewal Term will
be increased by 5%; therefore your new annual rental rate for the Renewal Term will be $3,519.00, plus all sales or use
taxes levied by any governmental body for the use or occupancy of the Leased Premises. All other terms and conditions
of the Lease shall continue to be in effect during the Renewal Term. In anticipation of your renewal, you will be receiving
an invoice for the Renewal Term.
If you do not intend to exercise your option to renew this Lease, please do not return a copy of this letter and instead
please refer to the provisions of Paragraphs 13 and 14 of your Lease which advise you of your obligations and
requirements for termination.
Please return a copy of this letter signed and dated below, acknowledging and exercising your option to renew the Lease,
to my attention at the address written above.
If you have any questions, please contact me at 904-565-4135.
Sincer ,
Erich Smith
Lease Administration Manager
ACKNOWLEDG � AND ACCEPTED:
This day of d t C- 2015
By:
Print Name and Title �'Ii C�7AE G�`'�tr ZZc�
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ADDENDUM
Public Rec�ords: In accordance with Sec. 119.0701, Florida Statutes, the Conbcactor
must keep and maintain this Agreement and any other records associated therewith and that are
associated with the perf'ormance 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 Statures. Further, the Contractor shall ensure that any
exempt or confiidential reoards associated. with this Agr�ment 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 descxibed 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 transferrexi to the Village in a format that is compatible with the Village's infornnation
technology systems.
Village of Tequesta
345 Tequesta Drive 5G1-768-0700
Tequesta, FL 33469 ` www.tequesta.org
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TEQUESTA PUBLIC WORKS DEPt1RTMENT COMPREHENSIVE RECOMMENDATION
To : Michael R. Couzzo, Village Manager
From : Douglas M. Chambers, Public Works Superintendent
Subject : Shenvin Williams Sales Agreement /Security Agreement
Date : January 4, 2017
The attached item is a Saies agreement from Sherwin Williams to
purchase a Graco line striping machine for $4,988.00.
The Village will pay for the striping machine in full. Funding is
budgeted and available in account 001-210-664.600
Machinery/Equipment.
The Public Works Department will utilize the striping machine for
road/parking lot striping in the Village.
Regards
Douglas M. Chambers
Public Works Superintendant
Village of Tequesta
�'ice-lfayor �'uice rlxena �Iayor .366y Brennan Council �Iembei Tom Paterno
Council blember Steve Okun Council :�lember Frank D'�'�mbra
\'illage i�ianager �fichael Couzzo
S�r�RWmr•►Nnuaa�. SALES CONTRACT / SECURITY AGREEMENT
'' (For Commercial Use Onl )
� ��: VILIAGE � TEQUESTA � �� �: 12/1812Q15
Ac�'t �t' 3017-3980-3 g � �"�: JUPITER EAST 310 � 2919
� �`�` 136 BRidGE RD �° �' 75 E INDIANTOWN RD 5TE 70
C �'' TEt�UESTA �� FL �' 8346'92714 �' JUPITER ��' FL �'' 3347T S03S
tn coraidera�ua� o! tha covartar�, t�r�, �d condluons hereinal�er set �aih, 'ft�e She�tn-Y1A�art� Co. ("Sharviin-U1NUart�s') artd Cuebmer
ag►ee es fdlaws.
1. EWIPAAENT. 3hervuNrVYilis�r�s t►erabY s�ls b Ctretor�� Ihe eQuipment described below ('Eq�Pme�d ).
3�0 LINE STRIPER
_ OasCriptbn of Colla� Modd $oria{ Numbar
2. PURdiASEPR�E;PAYN1EAt1'.Cuatort�eroov�entsamdapreestapa�rShe�v�in�111�t 4.ees.oa toriheEq�pme�CPtad�asei�ior7,
plus salea 1ax of S�.(��urter�y vntth tl�a e�aeatlon of U�s Ageaernerd, � ahait mska a down paytr�snt of f o� agednst ihe
Purcx,ase a�ioe. sne remaining na�ance of th. P�mchaae Phice:nan ee rtna►►cea tluar►gh sns�wM-wlblams br aaytno a nnanca c� of s om
(cakulabed at a rate of � 96 of tlte total a�unt iharced� Cue�otn� 8he1 p� �NSmB in o oon�re. ma�ihly InstaNments of S
asas.� �� w{th a tinal paymeM ot S+�� . The first i�talkr�r�t � be due on the drerHiatl� (2a day otthe c�r moMh toNowing
ths month Of p�xchase and the remainkg UropiNnrents ahaA be due on the iweMielh (20"� day of e�ch eucoee�rip calendar mor�lt unl� al! amouNS due
undet this l�raement are paid in fi�i. Odkiqt�ent Paymer� shall6ear InEerest a! Uis ra6e � a�e percent (SS66) Por madh,
3. GRANTOFSECURITYMi'iEREST. C�omerhenebygtamstoShe�wit�-iMlflarr�aptmdnsemor�ys�wdlyinEerest("SeaellYMiB�racC'HnB�e
EQaipment, b aewre ths payme�t of 1he d�t evl�►oed by tt�k Agreement. The Seauily lnteroet 9he11 U+dude any proceeds trom d�a E4ulpmerN,
�nducung, with�ut Itm�at�n. �he prooeeds of ary insuarroe po4des. Customar authorires Shenn�k� to �ile Miandnp statementa or ott�
insauments i� ooa� to p�Ct Sl��wtn-wYli�ns� securAy Interes4
4. REPRESENTA710MS IMID WARRAM(IES. C�fnmer repres�Is and uverrants the�
A. C�sipmer has obtelrrod or wH{ � aN pern�a, lio�sea, �d gavemme�+tsl apprwak� r+eqwred for tl�e posaeaabn. ira�nportation,
Stote9e� Pro�eesin9. (r�eta�ation, rr�aioQana�e, ha�dNnp. andlor u� ot the Eq�meM�
8. Customar Isand w� rerrqb� in cort�ance wilh aN lawa and ordina�es and aU govertunenlal oMers� rules �d re8uisdons �I�icp M
anY waY to Cuslomer's P�. transPorladan, srorage. processing. inst�atlon, mapdenenw. F�andlir�, andior u� of the
EquiPmen4 ancl relati�p to tl�e ta6a� eq�Pment. and T�t�ias used in oonr�an tl�erewitl►. �d reb�inp W ihe Arotectian of the
p�Nc it�klt� 8aisiy of tlte ernirommer� end
C. no flnancing ata�rnent. �curity apreemant ot �er tr�nerK cC�ro�A ttle Equ�rK is on �e in any Pubifc oHice.
5. COVENANTS OF CUSTON�R. Customer hereby oovenaMs to Sheiv�nmWiqiams�at Customer shall:
A. keep the Equlpmatd et CUS�Of119f 8 fel�ty (oC9ted el 138 BRNfiE RD TEGUE8TA, fl. 39A�271A
B. d6SN1d 1he EqU�ItNTtt BoeMst tfi6 dBirtlS etxl dertlarnl8 Of 8N OU1er Pe�i
C. kesP tha Equ�r�nt iree irom aN Nens� seaxllY In�ereals. or other encumbrances� excePt tl�e Secu�ih► �Meresc 9ra�6ed herein;
D. rot s�. ira�. assipn. dNh�er ar otl�wise dispose of the Eq�prtis� or ar►y tnte�est Iherein. wtthout the prar rwiNen oonaent of
Sh�v� WNAartro;
E. permit Sherwin-Wi�farrm w its apents 10 ir►spect the EW�pment dulnp nom�al businass haure;
F. Gxrdsh to Shaudn-VVilqm�. � Sherwin-HMiqreme' ►eg�l, ►epottsw�h ro� � tha Eq�tlpmerN In wch fatn e�ddetaYas Shaiwio-
w�rlams mav svaueaG
G. at Ns scle o�st �d e�er�se, maintain adsquale i�ur�oe a� 1he Eq�pment, lnawfi�p �nst flrs a►�d ott�er casualty, in arn�Ms
wltich are a�stomary wirih tl�e indt�siry� narMnB 8herwlo-WNi(ams as �"Logs Payee' a�d 'Addltlon� Insured'. as �p�cabp, anct
�o+AdinB �ar Yvritten noUoe � Shen�-WNllsms prior !� ary► canoellatlo�� d�an9e. aile�atlon or modfioatiwi. Upon den►and.
Custcrt� shaq iumish ShenMo-VVNliarr� wilh a cbpyr of sueh pdicy � a oerq5cata evider�inp euc� polky:
H, at its sNe c�t �d a�ense, meintain the Eq�ipmeat in good opera8ng condHc�+;
t. Gt�sOO►r�rw� not De►mkMe f�dprtienG or etiY Portbn thereof, to beoorne s fl�QU►s b �eai ptoperty or an ecxeselon tOOtherp�sonal
propeAy� unl�� SNenvuin-WiNlsma oo�snts,whMh maybewithhNd lnktadsdhcreUon� and o�alnsa Rrst Prior�Yseaatlyinterest
in auch roai sste6e ar �� porsonat ptvpe�ty.
J. Cus�m� ah�l u� Ns best� and �Hon in �ading. supe�vtsin0, and caordinaUn9 tlie InstaNstion. usa. and �a�e of
tl�e Ec�r�nt a�'st� be solely responsibie tor arry er�d aN rrea�� meM►or]B. tedx»iquae. sequences. Prooedures, laba� matwlais.
equ�menG �ols. machinery� arM oth� services Wi�ed bY CusFomer anNor Cuatorner's emP►oyees� agenis or cor�fors in Ihs
instaMetio�, �e, and �kitenanca af tl�e Equipmen�
K pay all faxes. sesessrt�ents arM other charges of everY nature wi�d� msy bo levkd or a�saed aDatnst 1he EQt�mer�R, antl
L. atCus�mePs exper�ae, pr�nare, e�te and deMveran documerts, wr�ings and aawran�a e� ShenNn-VYU�rt�s may etany t'sne
require io �tact oranforce SheivrirrWilBams' interests, righis. and ramedies creal�ed by� srisin9 kom or rel�ng to tlAs Agreemerrt.
6. DEFAULT. The oaaxrerwe of �yr of U�e folbwing events shsN, at Ihe op�Dn � SheMiM-WNNems. oasatl4�te a dshuk:
A. Cuetomats faNure 10 rr�ke arry payrnent N�a/1s dus pursueM b tliia Aproeme�
8. a defaWt by Cust�mer in the p�Ponnanoe or obssrvance of arry representatlat, vratraM�t, oo�renar�, t�+�� condition or abtigatiron
contained in thls Aereament;
C. the bss, lheft, deattucdon, sala � othar dispositlon of the Equipme�;
Page 1 of 2
D. any atfirmative act of insoivency by Customer, or the filing by Customer of any peUUon under any bankruptcy, reorganization,
insoivency or moratorium law, or any law for the relief of, or relating to, de6tors;
E. the filing of any involuntary peliUon under any bankruptcy or insolvency statute against Customer or the appoiniment of any receiver
or lrustee to take possession of tha property of Customer, unless such peGGon or appointment is set aside or wilhdrawn or ceases to
be in effect within thiAy (30) days of the date of the filing or appoiniment;
F. the subjec6on of any of Customer's property lo any levy, seizure, assignment or application for sale by any credilor or govemmental
agency;or
G. Customer's dissolution, business failure or the calling of a meeNng of Customers creditors.
Upon default by Customer, Shervvin-Williams shall have the right, without notice to Customer, to: (i) terminate this Agreement immediatety; (ii) enler any
premises on which lhe Equipment or any pa�t lhereof may be situated, wilhout notice, demand or instilution of legal proceedings, ramove the Equipment,
and terminate Customers righl to possession of lhe Equipment, without liability; (iif) accelerale lhe paymenl obligalions o( Customer pursuant to this
Agreament; (iv) foreclose or otherwise enforce its Securiry Interest in the Equipment; and (v) exercise all other rights and remedies of a secured parry
under the Uniform Commercial Code, as adopted by the stale of applicable jurisdicUon, as well as ell other applicable laws. All of Sherwin-Williams' righls
and remedias, whether evidenced hereby or olherwise, shall be cumulative and may be exercised singularly, concurrenUy or suCCessively.
7. WARRANTIES. EXCEPT FOR ANY MANUFACTURER'S WARRANTY ISSUED BY THE MANUFACTURER, AS SET FORTH ON THE
EQUIPMENT, WHICN MANUFACTURER'S WARRANTY SHALL BE LIMITED TO THE MANUFACTURER, THE EqU1PMENT SOLD PURSUANT
HERETO IS BEING SOLD "AS IS" AND "WITH ALL FAULTS". SHERWIN•WILLIAMS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIE�, INCIUDING BUT NOT LIMITEO TO THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, SHERWIN-WILLIAMS SHAI.L NOT BE LIABL.E TO CUSTOMER FOR ANY
LIABILITY, LOSS, OR DAMAGE. IN EXCESS OF THE AMOUNTS PAID HEREUNDER, CAUSED OR ALLEGED TO HAVE BEEN CAUSED,
DIRECTLY OR iN01RECTLY, BY CUSTOMER'S POSSESSION, OPERATION ORUSE OF THE EQl11PMENT AND IN Nd EVENT SHALL SHERWIN-
WILLIAMS BE LIABLE FQR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
8. ASSIGNMENT; USE BY aTHERS. Customer shail not:
A. assign, transfer, pledge or hypolhecate lhis Agreemenl, the Equipment or any part lhereof, or any interesl lherein;
B. lease, sublet or lend the Equipment or any pa�l thereof; or
C. permit lhe Equfpment or any pa�t Ihereof lo be used by anyone other than Customer or Customers employees.
9. APPLICABLE LAW. This Agreement shall be govemed and construed under the laws of lhe State of Ohio.
10. ILLEGALITY. In ihe event lhat any provision of this Agreement shall he illegal or othervuise unenforceable for any reason, such provision shall
be severed from this Agreement. The enGre Agreament shall not fail on account Ihereof and the balance of lhe Agreemant shall conGnue in full force and
effect. In tha event the portion of the finance charge paid by Customer exceeds ihe tinance charge permitled by applicable law, Customer's sole remedy
shall be the reimbursement of ihe porlion of lhe finance charge paid to Shervvin-Williams, which exceeds the permissible finance charge.
11. WAIVER. The waiver of a breach of any provision of this Agreement shail not wnslilule a waiver of a prior, concurrenl, or subsequent breach of
the same or of a�y other provision hereof. Furihermore, no waiver shall be effective uniess made in writing.
12. DOCUMENTATION. Customer shall cooperate with Sherwin-Wiltiams in the preparation and executio� of any supplemental documentatfon
necessary to effectuate ihe intent of Ihe parties, including the execution of financing statements.
13. NOTICES. Any communications belwee� Shervvin-Williams and Gustomer with regard to the tertns of this Agreement sheil be sent by certified
rnail return recelpt requested to the foliowing addresses of the parties.
Sherovin-Williams: Customer:
The Shervvin-Wiliiams Company VILLAGE OF TEOUESTA
2699 LEE RD SUITE p200 136 BRIDGE RO
WINTER PARK, fl 32789 TEQUESTA, FL 374692714
ATTENTION: Credit Manager ATTENTION:
14. MODIFICATION. This Agreement may be modified only by a written agreement, signed by bolh Sherwin-Williams and Customer, which
speafically states thal it is a madification of Ihis Agreement. Any term, condilion or language contained in any purchase orderor other writing submilled
by Customer to Sherwin-Williams shall not be considered an amendment to this Agreement and shall have no effecl thereon.
15. SUCCE550RS ANO ASSIGNS. Ali rights otSherwin-Williams hereundershall inure to ihe benefit of the successors and assigns of Sherwim
Williams and ail obligations of Customer shail bind lhe heirs, executors, administrators, successors and assigns of Customer.
16. HEADINGS. The headings and caplions contained in this Agreement have been inserted for convenience anly and sFiall not affect the meaning
of this Agreement in any manner.
17. ENTIRE AGREEMENT. This Agreement represents the enlire agreement beiween lhe paAies with respect to the subject matler hereof and
supersedes any and all previous discussions a�d agreements between Ihe parties hereto with respect to the subJect matter hereof.
THE SHERWIN•WILLIAMS COMPANY V�LLAGE OF TEQUESTA
BY: �� A�Q�u.A�l f.C.� BY:
NAME: �!Y�/d ✓ � �Gc-K r�« I( NAME: " / � �'
TITLE:_ _'S ��� '�Ce.-Kk G Q/( TITLE: � �
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cddarc 12l14/2015
Document witl print two (2) originals each original should be signed.
I'a�c 2 of 2
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 pravide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Statute�. Further, the Contractor shall ensure that any
exempt or confidential recards 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
af 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 therea£ Records that are stored electronically must
be transferred to the Village in a format that is compatible with the Village's information
technology systems. �
��ro��,�►�
DATE: JANIJARY 4, 2016
TO: MICHAEL R. COUZZO, VILLAGE MANAGER
FROM: JOANN FORSYTHE, FINANCE DIRECTOR
RE: TOSHIBA COPIER — 3-YEAR LEASE
The attached Toshiba copier 3-year lease replaces a 3-year lease (dated September 25,
2015) that was cancelled as the originai copier supplied by Toshiba Business Solutions d.id
not meet the needs of the finance department.
The current lease before the Village Manager is a 35 month lease with Toshiba Business
Solutions @ $184.30 per month.
1 J4/ 162:17 PM
� •-� -
BUSII�IESS SOLUTIONS �o�� .0.0
CUSTOMER NUMBER ORDER DATE
11/25/2015
Sales Representative: AI GU�d1211
• �' •
Bill lo Number: Ship to Number.
as�ome�Nama: Village of Tequesta Finance Dept a6�omB�Name: Village of Tequesta Finance Dept
-- -- -- __ . . _ _ --- - - - _ _ _ _ _ _ _
_-- - _ ..- - ---- - ---- _ _ _ _ _ _ _
B�m� Aea�ss: 345 Tequesta Drive sn����� neareSS. 345 Tequesta Drive
-- - --- --- _
__ _--. .---_ ____ -- _ _ ..
Address 2: Address 2: 0
—_ _ --__ _----- -- _ _ _ -- -- -- _ - ---- - _. _ _ . _ _ _
ciiy: Tequesta State: FL z�P: 33469 ���r Tequesta si�ie: FL ziP: 33469
__ _ __ _ . ___ - - - - -- _ _ ._ _ _
Phone#: 561-768-0426 ExG Fax#: Phone# 561-768 0426 Ext. Fax#:
_.. _ _- - --- - -- -- - --
-- _- - -- _
Contact Kellie Roberts eMa11: Conlac� Keliie Roberts ennau: p
-- __ _ _ _ _ __ - -- -- ___ _ _ , _ _
Customer PO A: iBusiness Type: Delivery Date: Ship: �Term: $6
•
Delivery Contact: Kellle RObertS Movement: Machine PIU
_.. _ _ _ ._ _ --- -----_ _ _. _ . _ __ _ _ --- --------- -- __ _- - --- - - _.._ _.. _ _ _
Telephone #: 56 E3040c
--- - _ _ __ _-- - - ----_ __ _ _ _ _
Delivery Hours. 9am to 3pm ID F7013
Stairs: NO
w o
qTY, EQUIPMENT & ACGESSORIES PRODUCT NUMBER SERIAL NUMBER UNIT PRICE AMOUNT
1 E3055c Copier Per lease
----_ ..__ -- - --- -- ---- --- - -------- -- -- __
1 _ MR3025 ._ _ ..-- __ -RADF --- . $ _ _ _ - $ -
------ --------------- _ _ ----- p--- _ _ __ __ _ _ _-- -- ---___ _ _ -
1 KD1031 Lar e Ca Tra $ - $ -
-- _ ---- ------------- __ _... __.. -----_ ______ _ __ _ _ - _ - -- _ _------------_ _ ______ ...._ ...--__
1 GD1320NX Fax $ - S -
- ------- - ---
1 MJ1107 Finisher $ - $ -
- -. . _ . _ - - ---- -__--- -- - ---- - __ - - - _ _ _ _ _ __ _ _ _ - -
1 KN2550 Bridge $ - $ -
_ . ._ _ _ . _ -------.. _ _ . . _ _ _ . - -- -- __ _ _ ------ _ _
1 MJ6104 Hole Punch $ - $ -
- _ -- -- _ __ _.._ _ __ _ __ . -- _ _--$ - _ __ . _ . _. .._ __----- _ _ __ _ _
QTY. SUPPLIES PRODUCT NUMBER SERIAL NUMBER UNIT RRICE AMOUNT
SPECIAL (NSTRUCTIONS . • . Per lease
Installation' N/C
Freighf N/C
36 monthlease @ $184.30 � Perlease
.� • . .
Sales Tax % 0.00000%
Model Trade-er ! Sedal Number. Equip. ID: T8X P81d � -
_ _--_ ---- _ __ _ - -_ . __� _..__ .---- _ _ . _ _ - --- _ _
Seles Manager. Les Fenn ; OKce Branch: �/1/PB Date: CaSh Paid
__ __ _ - - -- ----_ _ __ __--- -----... _.
CustomerNa (Ple ePrin . '�,CustomerName(Slgnawre): T�Bd@�AlIOW
. • Per lease
m Ir.��� - � ��' — UCC`F'�e
e •
You hereby acknaMedge end agroe thol yaur elccUOnfc signotue above shap cons6lute an enfaceable and origlnul signuture for all purposes.
By slgning tnls agrcement, the customer ecknowletlges that hefshe has reaA anA untlorslooA the terms end condlUons of �hls ugreemont.
1. Limited Warranty. The seller warranls Ihal Ihe goods to be deGvered wil) be of ihe kind and quakty described in Ihis Agreemenl and w�l be free ot delecls in workmanship or malerlal. Shoub any Iailure to contorm to Uns
warranty appear vAthin niney (BO) days after �he IniGal da�e of inslailation in the case ol new goods, a thidy (30) tlays aRer the iniUal dale of instaHalion in �he rase of usad or recondi6oned goods, the selter a� iCs opGon, shall
cortacl such dolocls by cuilabla repair or roplacamen� al its ovm expensa, upon notification theroof end sibslanUation Ihat the goods have beon slored, instal�ed, mainlained, ond operaled in accordancn wilh Ihe Seqer's
recommendalions or slandard industry pracGca. The foreqoing warren[y dces nol apply [o consumaWa parts such as, bul nnt �imi1M to, drums, deaning 6rushes, fillars, developer, lonor, heal antl oilier tubes, pressuro pads,
lamps, lenses antl fuses.
Thls warcanty fs exclusWo and is in Ileu of any warranty of inerchantability, fitness for a particular purpose or olher wnrranty of yuality, whethor express or implied, e:cept of tl110 and against patont inlringemenl.
Correction ol noncontarmilies, in Iha manner end lor Ihe penod of time provided above, shall consGlule hdfillmant ol aA liabiilies of lhe Seller lo lhe Cuslomer wilh respecl lo, or ansing out o! lhe goods, whelher based on conUacl,
negliqcncq s{�cl Ior1 ii�biity of olhciwiso.
: .-..,. :.:...::...:::.. -
<�r.. : ; OEN,ER�1L'TERM9 AND.CONW7IONS OF-SAI:E.
1. ACCEPTANCE. ALL PURCHASE ORbERB FOR ANY NATERUILS, PRODUCT6 ANtY�t ANV OiHER ITBIS �REIM THE ti00D8y ANO ACCEPTANCES OF 600D8 BY ANY Cl7STOMER (HERE�N BUYH2) ARE EXPR��,y
SUBJECT 10 AIID OOVERNH� BY TN! TERMB AIO COMDI7tai8 PRINTED HERdN, AND NO TERMS AD01110lIAL TO OR dFFEI�NT fROM TIIO� STAT� FIEREIN ARE BIMDMIG Otl T0.SF11Qp gUSINESS SOLUTIONB
�IEREIIf iHE SQLER) UNLE83 AGREED TO IN WRfTWG 8Y 11� �LLER. BUYER CONSENTS TO S}ESE TBtNS AND C�IDITWH3,
L Titb md Risk d Lan. lib ad �slc o( lae a dama� �o the Cwcda tlrell put W tl�e 8u�r upon tender of delivay F.QB. SeAere warehous�g Iaciry. Sel�r wi haw and reGain a fuet ud wperia securiry intereet in Iha Cwoda unt� fuU
paymenl fies baon mada. C� purch�� wWer axlan�d tem� w coMracl MI freve a UCC Anan�h�p stetemeM fiMU ru� the Stete of CaAfarafa euyer wi � chaged aib sh� pe�t the q�xmi appicede t1CC fifng fee. 8uyer �roes upon
request to � ap Y�ge �d eas reeesearY b pe�ct nd metntefn ee(d tecurify interest er� sh� pratect tlie SeAer'a in�rect by adequately insuring tlm Goods ag� bes a damege Irom �y cause. Buyer aAPo� Sele� as Buyats
attomay�lac1 to ezuute any and am documertc on �yai'e hehdlaid h Buyer's oame W pertaq and naadein Shcete seeunly i�rest in �e Goo�.
S. PAce, Texn and k�tm� Charyp. Pricas quoteA ere F.O.B. separs waenous� reary, end me �x or a� wce� stete a tetl�d taee on tlie Goo� aheA be added to the prlce �d pald 6y euyer. g�yer r�eye�s � g� �
solveM end can end wi pay tor fhe Goo� in axadanoe v�h tlre te�ms Irere�. All efapm� sl�l he subject to tlie ep�oval of S�efs aedit depwlme�t. SeAx reserves IM rpM to r�e payment in cash a�in seauity Iw peym�
prlw lo m�in8 anY deWe% end U Buyer fa1M M oomply adth wch requMemant 6�ler may lemrneEe ury contrae! aMh Buya dleded �eroby. M IMerest cl�aga of 9�e lasser of one pgcent moMhiY M 2'K srxaid rffiej or Ma �um
eAowed by st� leua, w� a pildbq Buyer on el p�t due �nrnaNe.
1. TumdCash Sdn SeMerc paymenttamx � Cash wieae otlrer E�ms are �road tqa� by SeNer �d &yer. SeRer'a AuU+oiaed al�ers aredro mfy pe�nnel of Seller a�tliaia� b approve speciat t�u or andlkns.
S. Extendad TeraulCa��. Fadended tarnwlcw�Usel adea ms � yr�d upa� by Sellor end &ry�. Exlanded paymad tarma end cadrada aa indiridud saks very sM are de�xmined by Buyer mid SaNer. lt ia tl�e Buye�'a rapo�sih�ilY
b lu� review pna b aeoepli� �ealfc tenm end condl�c on p�rjvidwi ex�Wed paymoM temro end contred sel�. Shco�'c A+Ahorized signere aro ffis ongr paieonnei eu6iaRSd m ePP� aflY �ed tams a mndtio� on axtended
pe�maM terms ar mMrar.t asles.
& DdNery, My deNwry sthedulaa which may be speelfied fa ah�meM W tha (ioods aro any estimabs md tlw SdEu shdl not inar enY fia�y� eAhar &acqy m indxedy, nor ahall mry ader 6e can�stod bacause a as a�wlt of ddays in
meeGng euch d�ec a eched�Aea, in ra eventd� 5� bo Sabb for arry daime far leba afor eny eawequen6el damages a�y othm �k�gea rasultl� fiam faiure or delay in de5very. No dekverydaMe aze gu��d.
7. Forca lAa�eurc. Sdkr ehe% not be Ild� tor aiy a�t, ort�sion� rewq ar comaquancs, d any ddey in delivary a taaure ot putarmenea u�eh's � dw to any ed d Go� anY �wement wdx, any order 6eaiin4 P�Y ►�0 w Maea1
undar any dlocelim pogrom (mandetmy a wi�tary) asOaMichad pwsuent m lew; bcal I�or sAortege; fira; Aoud� ceswity; qovemmeMal regiietion or rwuirement� lerroibei ar terroristfireat dwrtage or (eMrca W rax �ial, aupply, Nek
power ar transportkbrc M�k�nei of equipment; or �y cauae beypnd 9epd's �eascnay�e c�tr� r�hemer at sim�er or dissimil� nawre to 9�0� above aiwmereted, or (q� due to eny str�ce, khor dispute. ar �e�ence w� workers.
regardlesc ot wheMera iwt Setler is aapa6le MsNting eny axh �bor prohlem.
t. Laws, OrMnmce a� Ragulatfons. S�r shal u6'�xe raasanaWe ettarts Oa cauea tlro C�woda to compty wNh f� i�rprelabn ot federal selety, heel� and �vlromneMd repuiatlaa s�d i�wa�ce cod� oi a n�mial scope. Howevar,
Sella shal not be res�ble fa camplawe w� bcel i�rpreta� d� tedmd repulaBons or insurance co�s �ror wiffi �Y Ixel lav�. a�m�ces, +wdes a�or repidatlone whkh may � amr tima ha in eft�t ffi�y �cai� x�ere tl�e
Gao� ue to � u0�zsd, ueleu wd� tapa�ity shaY6e e�qxesdy auumal hy tlro 6atm in w�ine.
9, cnai0a In oaipn. seA� rosens n�e r�laro mccan�wa me supply or s�e nr any mod�, aryk a rype a the coada. a m a�y perts a e�xessmiess wereto. �,a me dgln m d,enpa or el�� the de�gn a ca�silbn ar me cooda� perls
or aaesea�ies wNhutd n�ice W Buyer. eid the S�r ah� inax no Ea�ility Mmeby n� �y o6Gp�im to fumish or ine� eiry replacemaM Guade. pe�s ar ac�ssorias wh�h we�e che�l ar sdd
W� P� to Ihe making of enp akeretions or
chenBea indea�.
10. Off Qualiry and Go� Ul�de to 9uya'� �eeNona �er mekes ao werra�y whatsoever, expresc a impGed except ��O UYe, wNh re�ect 1e �o�s mam�facWred, canpowMed m�Nor d�ad b guye�s own speC;ficatip�s, or if
Buyer has raquested otLQuailyr Cloe� or eseonds. Buyar sh� at ds oum esp�se defend �d seve Seper hmnlrss ham and sQ�inat any el�m, eui� eq�enae or olherwise, uAreh shall be asse�f or brougM agelnst SeYer by reasan of �s
manufachve. de�n w aala of such Qoods.
ti. Wertanty. Exapt as described'm �ragreph 1U a�ve� S�a wercents that 1ha Cm�s (aj ere in acmrdencswlh the prov� ot ary producFspedic wntten warranty q�hed �d deliuered to Buyer from Shca� a(b} in the e�errce of
e productape�c weRaity. ue in aaordance r+ith tM S�Ia p�lished cpacific� et tlw tine M ordu md Net SeUar wd{ iepair a replace� el SalNrs opUon, such Goode ae tdl b contam to Its publwhad apedfic°atione� Provided rouca
of dam undar I�k wananty ie given w�in a period ot tMdy (3% daps folbwLg yNpmeM, In dl case� &q�er sheY be responafils for qa c� of field laba andla ch� incwred 6y Buqara rehxn ot anY Gooda la 1he Salar ta repa'v or
repl�ement, No retwn � Goods di� be madew�hwl pdor miGen aonsent ot 6ro Se�er.
12 ReW�ns. ReMnc hr aiyr reanon (o�er i�an ra6um pwislone dwaiMd in peragr�h 11 abova - INarreMy) wl be 4uhJad to an spproprieq metaci� tea d�mmmed hy Selar, not to excwd a maimum oF 2096 d the paclwss prke ot
Uro reWmed Goods. No r�ur� o( Gaode st�eY be medewWwuf prla rwMtai casant of tAe �qer.
1A EXClUSION OF OTlER WARRMITIES. EXCEPT F�t THE DfPRES6 WARRANTY SE1' FORTH MI PARAf�1APH 11 A60VE, BUYER ACKNOWlED6ES f� AfiREES THAT SEll.9t IS NOT plNqpG AND SPBCIFICALLY
DI�LANNS ANY OTiffR WARRANTIE6 OR REPRESENI'ATIONS OF ANY KIND �t CHARACTEp, EXPREBS OR iMPUED, MATH REBPECT TO THE C,OQUB, �ICLUUING, BUT NOT UNqTED TQ TIffi VALUE, COtWITION,
MERCHANTABIUTY, MARKETA9WTY, 8lNlABILITY OR FITPIE� FOR A PARTICULAR USE OR PURPOSE VVFIIG41 APPI.Y TO THE GOOQ$ THE NANNER OR qUALVTY OP THE CONSTRUCTION OR NA7ERIALS
INCORP�tATED INTO ANT OF THE GOODS AND TNE MANNER, txMLI7Y, S7ATE OF REPAIR OR LACK OF R�MR OF THE �O�I& �R AGREES SHAT BUNER NAS NOT RELIED UP�1 ppD Y�L NOT RELY UPOtJ,
pTNER DIRECiLY OR IMaRECT4Y, ANY BTATENENT, REPRESENTATION OR WARRANTY OF 9d.19t OR ANY AGENT OF SELLER EXCEPT AS EXPRE88LY 8E7 fOR7H HEREIN, NO WARRANfIE& OR
I�PRE8ENTATION6 AT AMYTINB AIADE BY AP1Y AEPRESENTATNE OF TF� SB.LER SHALI BE EFFECTIVE TO VARY OR EXPANO THH ABOVE E%PRESS WINiRANTY Oli AFIY OTHER TERyg AND CONDITtONS HEREOf.
t4. Techdwl Advla. Shca slaN not 6e recpon�e �r we re�lls M any tecM�el advxe providad by SeWr � cronnecUon a�lh Ihe deygn a iwtell�m a usa otUre Goods (a anY �� P�D�e. BuYer asewnes so� resDOns�ty �r
the prooftng � m�d aaxpfabiry M Goade and co�a ot SeAar piar lo qrchase by8uyer. Cailr�led in�gation of Sellars qo�ds ar+ �ni�d lo sw�x a( wak ta eoanac�ily N auppAar proui�d herdw�e �d ins�laUonkonfpu�ation of
s�pAer provided SoMpkn SoRware an Buye�'s n�k. Se�er assumes �w I�Ipiea ta conpguratbn of Deslaap �eratlng Systema �lor Swer NeMwrk Operatlng S�tans. Fwther, S�er doea � vwraM a ensure tr�roperebMty of
�PP� P�ded 1�M�e andla Sal�ona SaRware v� f�us roleas� of trewer varskns ot Opwa9� SYStaas. Nstwah ODSratlo0 Sf+s�me or AppFcetlon SoQwee pmduck. Upon ine�l�tonlcnnfipur�m. �er shaB sipn accep�xe
end work complWon farm provftkd by Sel�r. Any reeo�ipur�m end Instelletlon by Sella Ihet occure on &ryers nehrak M herdwerehoMaAre � l0 8uyer nelwmk ehanpas shai � b�d by SaAar M Buyx al Uw tlxn praveiling intepret'�n
B&VM:B f�.
15. UABLRY LN�AITATION. SELLER'S UABLIfY HEREUNDER $HAL1. BE 111RTED TO THE OBllGAiION TO REPAIR OF f�PLACE THE GOODS PUIiSUANT TD PARAqilWF114 ABOYE, BELLERS T07AL CUINULAT{YE
L.IABIt.fTY IN ANY WAY AR{�NG FROIq OR PERTAM�IG TQ ANY GOODS SOLO Wt REQIHHEti TO BE SOLO UN�ER ANY CON7AACT �IALL NOT IN ANY CASE EXCEED THE PUNCHp6E PRICE PAID BY TF� BUYER FOR
SUCt1 GOODS. NI NO EVENT SHALL 8ELLER tU1VE ANY LIABILJTY FOIi COMI�CW. LOSS, CIAqNS Fqt LABOR OR ANY CONSEQUENTIAI. DAMAOES OF ANY 07HER TYPE, REdApp�ESS IF MA1EiHFA BUYER'S
CINN Bf BAS� �d CONTRACT, TatT, WARRANTY, STRICT LIABLPtY OR OTM9tWISE. R IS EXPRES�Y AGREED THAT BUYEIi S REl�OIES EXPi�SS� MV TNIS PAAAI'iRAPlI ARH 9UY8CS E7fCLUSIVE REM1IEWES.
1@. CenaUaflon orChapea o( Orda. No ader mey 6a wphdrerm a anceRed by 6�e Buysr, nw mey dd'nery w��meM � 6o�e Ix dekrred when reedy, unbse Saller ahaA brst 6e pefd a cance9etlon adefertal drerge of a reaeonede
amount accaptab� m tlie Se�er.ln Ne aveM, � 8uyer � requael chmges a� ila order elt� receiptiherm( by SaYer. Buyer ahaf be respo��Ae fa and pay sA disrges reesunablyassesaed by Se� w� respect to sudi changes.
17. SeFIXfe. Ne�er 8u�r ao� aay afl�i�ed ampany a asNgnee shaM have �e dght to deim campensal{a� m lo se�(f against aqr amounts wNdi beeane peyaNa b d�e Selle� under ary eontrad or oNervdse,
10. No Prolecfla from Cldm of Hiringmn�t. Seler melcos +w ra�esaiGdan ot wrraNy tlmf Iha dd'ivery � wbsequaA use d 9ro Oo�a � hs �rea of we dehn of any tl�ird patty bywey oi infiegama�i.
1& APPLICABLE UW. TNE TENMS ANO CONDITIp�18 APPLICABLE TO ANY SALE OF GOO�S OR SERNCEB BY TF# BELL4l b71ALL BE DETERNINED AND C�187RUED RI ACCOqppNCE WITH, AND SHAI.t. BE
GOVERN� BY TI� LAWB Of THE STATE � CALIF�tNUI. TF� BUYER AND SFILER AGREE TO SU�Mi TO THE JURISDICTION OF TI� STATE OR FEDERAL COURT OF ORAN(iE COiK17Y YtlITHIN CALIFORNIA IN
CQNNECTION WtTft ANY OISPU7E OR CONTROVERSY BETNIEEN �I.LEIt AND BUYEp.
20. Savles Ddlvay SBkrS 6BNIC8 E9(IVl1)f �I1118 8ii AB 8f�f6Bd UpWI EY SBIIBf 8� 811�19f ffiid �I178C(9A Hxdwxs Repsil5ervice S�tllnteg�abon Services conUacYs t�ma end twndftions vary on in�vfd�d sdes and ere de�etmined
by Buyar and Selar. R ie Ihe Buyerc respone�tllty to hdly revie+r �d cignoft pi epedfic tenns �d camiAims on individwl Hardwae ReparlSarvira SuppoAA�grWai Services contraeCs purdiasea. S�Aeta q�thuized sig�s are the ady
pmeonnat auU+or�ad to eppiove am epec�l Wms w conditians an axten�d temw a caMractsales.
21. Buyer Oac�at�n ot Savke Contrad. H Buyu dac�es saWce cavereqe, Seper witl h1e approqida tama noting decfina6on ot earvia. fl eqvice k provided by Se� on Goo� irot avered bY a seniee �Mred vrilh Seiiw, Buyar shel
pay the tlwn prevafag raht (a leba dW peAs wpp5ad (or roparc� uihkh wGl be Mlhd (Ema end melaride) NM PryehN.
PL Fral�t Buya asewnes rapaielblGly far fteipht chag� on aders pleced witl� Sella.
2a. SevewMNly. In fha ev�t thet any one a mam ot tl�e povleiorr coMehed da�n shaN, kr any ro�on, 6e heb W be krvaMd, Alegel a men(orce�e in any raspad, such inv�ly, �ga�ry a unadwceahiP�q shaq not eNect mry otl�er
{xovisia�s � tl�is ageaaant, 6ut lla epreameM alreq 6e wneUUed as H such ima�d, ilk�i or unenbrcpWe prooiaions 6ad nevar baen con�ned herein. w+l� tl�a delo5on ol such povisbn a prmriaqna yuwld ce�k in such e mele�iel
dienge So a6 b c�se canpfetlon of qie Vensa�tlmis �pleled h�t to be unroawne�le.
E1. AmendmeM rid W�wr. No emendmentot Ihese terme a oond6as a�d no weNer by Se�er r�dl be eff� unkss Nis in wriUtp end aipn� by SeRor. No waiver by Sda w1A operels as a waiver pi H hm�re oaasion.
2S. P�Aa Bound. M riphb o( &alb� wfi irrue to tl�e benefit of SeNer'e eucceeaois and easigna. M righ� and ohAgeSone d 9uyer wil Inure to tl+e bondA end eo hk�ding upon Buyer and Buyers eucceaems
26, fuMer Aewrmce�.'fhe paNes agree w pramplg+euecut� md deUver aA furtl�etk�strum�IS �d dowmeMS and take aq iur9i��tlon necese�y to effect Ihese terms aW condl�.
. . , , ,
ADDENDUM
Public Records: In accordance with Sec. 119.0701, Flarida 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, F�orida 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 nat 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 aze stored electronically must
be transferred to the Village in a format that is compatible with the Village's information
technology systems.
MEM0���1V'l��l �
DATE: JANUAItY 4, 2016
TO: NIICHAEL R. COUZZO, VILLAGE MANAGER
FROM: JOANN FORSYTHE, FINANCE DIRECTOR
RE: AUTOMATED BUSINESS MACHINES, INC. -1-YEAR LEASE
Attached is a 1-year service contract with Automated Business Machines, Inc., for
preventative maintenance of the Village's document imprinter.
This rnaintenance agreement runs from February 1, 2016 to January 31, 2017 with an
annual fee of $425.00.
1{4/16230 PM
� �:I D �US�I�ESS . �C�i��BE 9 JNC�
6073 N.W. 167th Street, Suite C-24, Miami, Fiorida 33015-4347
Miami-Dade: (305) 620-0020 • Broward: (954) 739-1222
Palm Beach: (561)833-9044 ^ ToIlFree:(800)446-5501
Fax: (305J 620-2201 • sales@abmmiami.com ^ www.abmmiami.com
UUI -�r�-1`�S�IU�
v��ooR u��. {�` �� �a. �
�.� ,�. � �� `�. t��U
INV. DA'� � � INV 9 Y• � ���-� �t
�ccr, �r `^� �l� `�� �� � � �( �� � .� `�
1466 � � � �,.�61�768�C�426
TO: VI'LL7�GE t�F TE� ��51�Y1�+ DATE V.ia�l�['�c�� ur' ��QuLti'T'1�
ACCOUNTS BI�E 3�45 TE�QUF;STA likIV:E�
�}�[#�'_.._._�.�- FINANCE AP� ,��:.,
3�5 1Ll,�U'L�1H I�i'tiV�, "�"`'L'�Qtii�S`P[�, ��'T� 33�t59 ,
TEOUE�STa, rZ 33469-•3�62 '�
t�'' ��,Fl��;li �).�L'ik"1 .
DATE INVOICE N0. SERVICE REPRESENTATNE ,
i.2/G7/S5 u27839 � �1 � j�� ._ rt ��i �r� �
C� ��.�L S C_� L r t�(Y l
PREVENTATIVE MAINTENANCE CONTRACT RENEWAL: THIS FORM AUTHORIZES A� TOMATED BUSINESS
MACHIIVES, INC. TO CONTINUE THE PREVENTIVE MAINTENANCE CONTRACT COVERING THE MACHINE(S)
LISTED BELOW / EFFECTIVE DATES SHOWN. THIS CONTRACT INCLUDES 11) OIVE FREE INSPECTION PER
YEAR, PLUS TROUBLE CALLS. ALL TERMS STATED IN THE ORIGINAL SIGNED CONTRACT APPLY. PLEASE
SIGN AND RETURN WITH YOUR PAYMENT.
MACHINEIS) MODEL NO. SERIAL NO. PRICE +TAX
L10C:LT"M}�1VT IMl'1tIN`PE�R t1F1J°L)1°°lt"l�) 100�12.'i39 42� . UCI
S[�LP 5 TaX . U i�
�25.04
EFFECTIVE FROM: T0:
u2JGJ.j?_u16 Oi/31/2017
. I� �'
AUTHORIZED SIGNATURE AND TITLE
ALL AUTOMATED BUSINESS MACHINE AUTHORIZED SALES AND SERVICE PERSONNEL CARRY
IDENTIFICATION CREDENTIALS!!
o � � •
P.O. BOX 4220
HIALEAH, FL 33014-0220
�L1T�r.1�T�D �USaf�E55 �I�C�i�NE5, �f�C.
f$ E CI�ECK PFiOTECT�ii COCIP�IN�
6073 N. W. 167th Street, Suite C-Z4 • Miami, Florida 33015-4347
Miami-Dade: (305) 620-0020 • Broward: (954) 739-1222
Palm Beach: (561) 833-9044 • Toll Free: (800) 446-5501
Fax: (305) 620-2201 • sales@abmmiami,com a www,abmmiami.com
Dear Customer:
This is just a friendly reminder that it is once again time to renew your
Service Contract with us. �
If you are not covered under our service contract, please remember that you
will be charged for service and/or phone support at our currenf service call
rate. Additional hours of labor will 6e charged accordingly.
If you have any questions, please do not hesitate to call me.
Si� rely,
l.-�.--�
_ Flo ence C He r (Flo)
S ice Contr ct Department
I
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 Iaw. Finally, the Contractor shail 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 recozds in the possession
of the Contractor and destroy any duplicates thereof. Recards that are stored electronically must
be transferred to the Village in a format that is compatible with the Village's information
technology systems.
_ __
• • • •
Memo
To: Michael R Couzzo, Jr., Village Manager
From: Merlene Reid, HR Director �
Date: January 4, 2016
Re: Jupiter Medical Center 2015-16 Agreement
Jupiter Medical Center has advised the Village that their current Occupational Health Services
site at Toney Penna Drive will be closing at the end of January 2016, with pre-employment
physicals, drug testing and the like being consolidated at their Urgent Care Center located at
5430 Military Trail. Consequently, they are requiring the Village to formally sign an agreement
with Jupiter Medical Center Physicians Group in order for services to continue.
HR is recommending that the Village continues to utilize their services for a number of
reasons:
1. Based on their size and available resources, JMC is the closest occupational services
center offering the most comprehensive set of services.
2. While they were proposing minimal increases for a few of the services, th�y have
committed to holding the current prices for all services to the end of the 2014/15 fiscal
year (refer to Exhibit A- Fee Schedule).
3. The opening hours have improved from weekdays 8:OOam-4pm; to Monday to
Saturdays, 8:OOam- 8:OOp.m and Sundays, 9am-5 p.m.
4. A check with surrounding municipalities revealed that the majority use JMC's services
or intend to do so in the near future.
AGREEMENT FOR HEALTIi CARE SERVICES
This Agreement ("Agreement") is made thi�s 5th day of January, 2016, by and between
Jupiter Medical Center Physicians Group, Inc. ("Provider"), and the Village of Tequesta/
Tequesta Fire Department , Florida ("Company"), (collectivety "Parties").
RECITALS
Whereas, Provider is in the business of providing Occupational Health Services through
Jupiter Medical Center Urgent Caze ("Urgent Care") located in the Abacoa Shopping Center at
the corner of Military Trail and Donald Ross Road in Jupiter, Florida; and
Whereas, Company is a municipal corporation existing under the laws of the State of
Florida, which employs numerous individuals; and
Whereas, ftom time to time, Company's employees require health car� services;
Whereas, Provider is willing and able to provide such health care services; and
Whereas, Company desires to provide to its employees the benefit of authorized health
care services as provided by Provider at its Urgent Care location in the Abacoa Shopping Center.
Now Therefore, in consideration of the—mutual covenants and conditions contained
herein, as well as other good and valuable consideration received by the parties, the Provider and
the Company agree as follows:
1. RECITAIS. The recitals set forth above are true and correct and are hereby
incorporated herein by this reference and shall be considered as part of this Agreernent.
2. COMPANY'S OBLIGATIONS
A. Company shall provide or cause to be provided to Provider a referral form that
shall accompany each employee referred to the Urgent Care for health care services. The
requisition shall inciude the following information:
(i) Employee's full name and date of birth.
(ii) Employee's social security number.
(iii} Employer contact information.
(iv) Name of person authorizing treatment.
(v) Requested services.
(vi) Workers' compensation cazrier information, if services are to be
billed to the carrier.
(vii) Instructions for delivery of results.
B. Company shall remit all payments due to Provider within thirty days (30) of
receipt of an invoice from Provider. Invoices shall be submitted monthly and shall identify the
employee and the services rendered. Said invoice will be based on the fee schedule set forth on
E�chibit A, attached hereto and made a part hereof.
3. PROVIDER OBLIGATIONS.
A. Except as otherwise specified in this Agreement, with respect to the health care
services, Provic3er shall provide facilities, equipment, and phlebotomy supplies such as blood
tubes and needles, or other supplies required to provide lab services or urine collection services
to Company.
B. Hard copy reports of drug screens will be provided directly to Company from
the laboratory or medical review officer overseeing any drug screen. Physical exam results will
be forwarded to the Company by fax or mail, per direction of Company at time of referral, within
the same business day that results are known. Work status reports will be provided to Company
and/or workers' compensation carrier on the same day of service. Office notes for workers'
compensation patients will be available to the carrier within seventy-two (72) hours of an
employee's visit.
4. TERM. This Agreement shall be for one (1) year commencing on the Sth day of
January, 2016 and shall automatically renew for successive periods of one (1) year each unless
the Agreement is terminated pursuant to Paragraph 5 below.
5. TERMINATION.
A. Either Party may terminate this Agreement at any time without cause by giving
the other Party at least thirty (30) days' prior written notice.
B. Neither Party shall have any further rights or obligations hereunder following
terminatian of the Agreement except: (i) as otherwise provided herein; (u) for rights and
obligations accruing prior to the effective date of termination; or (iii) arising as a result of any
breach of the Agreement.
6. RELATIONSHII' OF PARTIES. Company is not an agent or other representative
of Provider. 1'his Agreement does not constitute a joint venture or partnership between the
Parties.
7. CONFIDENTIALITY.
A. The Parties recognize and acknowledge that the Parties hereto may gain access
to certain information of one another, or to information of Company's employees, that is
confidential and constitutes valuable, special and unique property of such Parties or others. As
such, the Parties agree that neither will at any time, either during or subsequent to the term of this
Agreement, disclose ta others, use, copy oz permit to be copied, without the other Party's, or
other person's applicable express prior written consent, except pursuant to such Party's duties
hereunder, any confidential or proprietary information of the other Party or other individual,
including, but not limited to, information which concerns either Party's ernployees, patients,
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costs, or treatment methods and which is not otherwise available to the public. The foregoing
shall not apply to: (1) any information received by a Party without breach of this Agreement; (2)
any information which was independently developed by a Party; (3) any information whicb is
ordered to be released by requirement of a governmental agency, validly sezved subpoena, or a
court of law; and, (4) any information necessary in cannection with Provider's accreditation.
B. Except for disclosure to Company's legal counsel, accountant or fuiancial
advisors (none of whom shall be associated or affiliated in any way with Provider (or any of its
affiliates), Company shall not disclose the terms of this Agreement to any person who is not a
party to this Agreement, unless disclosure thereof is required by law or otherwise authorized by
this Agreement consented to in writing by Provider. Unauthorized disclosure of the ternis of this
Agreement shall be a material breach of this Agreement. Compliance with Florida public
records laws shall not be considered to constitute unauthorized disclosure under this Section '7.
C. HIPAA Compliance. The Parties agree to comply with the applicable
provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and
the requirements of any regulations promulgated thereunder.
D. All provisions of this Section 7 shall survive expiration or other termination of
this Agreement, regardless of the cause of such termination.
$. NOTICES. All nodces hereunder shall be in writing, delivered personally, by
certified or registered mail, return receipt requested, or by overnight courier, shall be deemed
effective when received, and shall be addressed as follows:
If to Provider: Jupiter Med.ical Center Physicians Group, Inc.
1210 S. Old Dixie Hwy
Jupiter, FL 33458
Attn: President
With copy to: General Counsel
If to Company: Village of Tequesta and Tequesta Fire Department
345 Tequesta Drive
Tequesta, FL 33469
Merlene Reid
With copy to: General Counsel
or to such other persons or places as either party may from time to time designate by notice
pursuant to this paragraph.
9. PREVAILING PARTY. In the event that a suit, action or other proceeding of any
nature whatsoever arises aut this Agreernent, the prevailing party shall be entitled to recover
from the iosing party the prevailing party's reasonable attorney's fees and costs actually incurred
and reasonably necessary in connection therewith, as deternained by the judge, in addition to all
other remedies provided by law.
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10. ENTIRE AGREEMENT• MODIFICATION. This Agreement contains the entire
understanding of the Parties with respect to the subject matter hereof and supersedes a11 prior
agreements, oral or written, and all other communications between the Parties relating to such
subject matter. T4iis Agreement may not be amended or modified except by mutual written
amendment executed with the same formality as the original Agreement.
11. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida with venue in the courts of Palm Beach County.
12. COUNTERPARTS AND FACSIMILES. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which shall collectively
cornprise one agreement. Facsimile copies of this Agreement and the signatures hereon shall be
considered for all purposes as originals.
13. WAIVER. A waiver by either Party of a breach or failure to perform hereunder
shall not constitute a waiver of any subsequent breach or failure.
14. ASSIGNMENT: BINDING EFFECT. This Agreement is not assignable without
the prior written consent of the Parties.
15. INSPECTOR GENERAL. Pursuant to Article XII of the Palm Beach County
Chazter, the Office of the Inspector General has jurisdiction to investigate municipal matters,
review and audit municipal contracts and .other transactions, and make reports and
recommendations to municipal governing bodies based on such audits, reviews, or
investigations. All parties doing business with the Village shall fully cooperate with the inspector
general in the exexcise of the inspector general's functions, authority, and power. The inspector
general has the power to take sworn statements, require the production of records, and to audit,
monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists
of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement,
misconduct, and abuses.
16. PUBLIC RECORDS. In accordance with section 119.0701, Florida Statutes, the
. Company must keep and maintain this Contract and any other records associated therewith and
that aze associated with the performance of the work described herein. Upon request, the
Company must provide the public with access to such records in accordance with access and cost
requirements of chapter 1i9, Fdvrida Statutes. Further, the Company shall ensure that any
exempt or confidential records associated with this Contract or associated with the performance
of the work described herein are not disclosed except as authorized by law. Finally, the Company
shall retain the records described in this paragraph throughout the performance of the work
described herein, and at the conclusion of said work and upon request, transfer to the Village, at
no cost to the Village, a11 such records in the possession of the Company and destroy any
duplicates thereof. Records that are stared electronically must be transferred to the Village in a
format that is compatible with the Village's information technology systems.
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IN WITNESS VVf�REOF, the Parties hereto have executed this Agreement as of the
date first written above.
Provider: Company:
JUPTI`ER MEDICAL CENTER VILLAGE OF TEQUESTA and
PHYSICIANS GROUP, INC. TEQUESTA FIRE DEPARTMENT
By: By:
Judy Magalhaes, Vice President Michael Couzzo, Jr,, Village Manager
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EI�IIBIT A
FEE SCHEDULE
OCCUPATIONAL HEALTH SERVICES
Phone: 561-745-5787 / Fax: 561-745-5713
Village of Tequesta
357 Tequesta Drive
Tequesta, Fl 33469
September 3, 2015
Dear Pat,
As requested, 7upiter Medical CenterlOccupational Health Services is happy to perform the following services for
the Village af Tequesta Fire Rescue. To follow please find a schedule of fees for your consideration.
Fee Sched.ule
Complete History & Physical Exarnination $50.00
Urine Heavy Metai (Arsenic, Ntercuiy, I.ead> $52.08
Urinalysis $3.75
Hepatitis B Surface Antibody $20.00
RPR $4.50
HIV $25.00
Comprehensive Metabolic Panel $6.00
Lipid Panel $9.00
CBC $S.Op
RBC Cholinesterase $30.00
12 Lead EKG (with Cardiologist Interpretation) $55.00
Audiometry (by certified hearing canservationist) $45.00
Spirometry $45.00
PPD $10.�
Chest Xray (with Radiologist Interpreta.tion) $50.00
*Arsenic Fractionation (smd out lab-only if elevation) $1�.00
OTHER ITEMS:
*Hepatitis B vaccine �oniy r��ioacea} $80.00 / each
*Urine Drug Screen �rr�w x�ttanao�, � x�o�ie s�sp��on� $40.00
*Breath Al�ohol (BAT) (Random or Rcasonable Suspicion) $40.00
Sincere thanks,
Susan Mosley, RN
Nurse Manager