HomeMy WebLinkAboutDocumentation_Regular_Tab 04_08/10/2017 Village of T'equesta
345 Tcquesta Drive ,'6` OF r`o4` 561-768-0700
Tcquesta, FL 33469 a: www.tequesta.org
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T[:Ql_TST.1 PUBLIC WORKS DEPARTMENT 1MENIORANDLNI
To: Michael R. Couzzo, Village Manager
From: Douglas M. Chambers, Deputy Director Public Works
Subject: Vendor Credit Application: General GMC Truck Service
Date: July 19, 2017
The attached agenda item is a Vendor required credit application from General GMC Truck
Service.
We need General GMC Service Center to troubleshoot and repair the ABS Brakes on the Public
Utilities Dump Truck.
Truck Details:
Year Tait.n VINR Make Model DUMP
1909 121741 IGU.1711113XJ;15221 GNIC C6500 TRUCK
Address:
General GMC Truck Sales & Service, Inc.
360 South Military Trail
West Palm Beach, FL 33415
Douglas M. Chambers
Deputy Public Works Director
dchambers@tequesta.org
561-768-0483
Vice-Mayor Vince Arena Mlayor Abby Brennan Council Member Tom Paterno
Council'Member Steve()kun Council Member Prank D'Ambra
Village Manager Michael Couzzo
GENERAL GMC TRUCK SALES & SERVICE, Inc.
dba VOLVO TRUCKS OF PALM BEACH
36(1 Salt Mil Lary hail • 'WWI Pah' Ecz.;,h,Hcrica 334-5 • Phone. (561)6$6-S9)6 • FAX. r5511 fist;-$429
LANE_. __V''i Ile/ y CJ` ( �,IFsF£� _ ''` PHONE*(-7lOa —---
AUURE55 131� e1� a C:TY aes--a _ — ,T EL :IP. 33((�7
5 t
.t .nomdaa Social Stour ly Member_ Droer s license -
Date of Bnti _ Em:roger
Type of Organaatlon: 2.G ooghoh 7.7.Parrershro =lndycat
Type of Business-. I)1UY11C1(X1(11- \ rte
Pon-Wats (Officers) Pres.1 n/11Jikke1 6: l�?�!V:f.wpres.. Sec Teas _ ____
DO YOU ISSUE PURCHASE ORDERS/ Purchasing Avert
Approximate Monthty Purchases anticipated_
BANK ACCOUNTS: '
frame P3an(C erf Avylerle a- Name.
Address: (.0A5J A% �tageo Address:
Cry GU r -) State: M Zip:339(3( Wry. WI: TF:
Type of Acc:).,:rr n� Type of Accoun:.
Account Number.. NOe'�C «98 Account Number
CREC1T REFERENCES; (MUST NAVES COMPLETE NAMES AND ADDRESSES) Please include fax numbers.
Name: Ackviav*c 6e und(l lels Name: .Sit . (�D O--i i" p�'q',�'}
Address: ra)ab Pfa e Q� Aedress: J7nv Vt an e lkA .
Cite _Ix \t- 1QM'1 �u
State: � Zip: Cry: �Y[ �1e1 elm � 5t1te: P-t- Z,p.
Tyne cf Account E Ne.: 1 J Type 71 Account&Ne..
Name `�OdA-tki IAC,(tawalrr e Nam. (e$'� q�f Amen
Address: gc.) -l_gcit'� Rind, ROCIA( Address \�Y`V BOX .1 "si ki
City: �(11(I�-Helci State NIA_- Tip City JC[1(nS State' .�X Zrc
Type of Account b No.._ _ _ Type of Acc^__nt b No _ _
SALES TAX PERMIT NUMBER IT applicable) `�tCle%a1 � (Cr�-# 159—Cc(Ai (-1D I
r
In consideration for the granting of credit wt(I)submit Wit soave mtormation which you may rely on as being accurate We tq lunher aasorrte you to m.sb;,ate any and
all statements contained ne:ern and further aulncrue any of our(my)creditors 1c release information to yoi.repro:lig our t ryi fnanciai sta:us
Ttus ayplicatwn is submitted win the understanang that ati charges are doe and payable Dy the With 110th)of Die melt^following pure"es'_ arty vrhiet the account 5 past
due and Ls subict to interest omegas of 11/2%per main which is an annual percentage rate of 1e% In=eon it is understood that reasonabie ancmer's or corection
lees win bed added to the account In the event of►orceedd collection wrlh a w1il"h"oat a law suit
Signet) _ Y ` la (' ���1C BY c1ickel �. FkZ20 ,lt I cj ' d�lcItioc Fu-
r• Posy:ton
Cor rate Name Officer or Auth a J
—_ 77---' 8Y — —v Z�
Individual Name Individual Signature
(Signature of Individual required to guarantee payment of debts by two ati0ri
DATE 7`/<- J 7
(Please Attach Copy of ausmess Letterhead}
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida
Statutes, CONTRACTOR must keep and maintain this Agreement
and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or
Bid. Upon request from the Village's custodian of public records,
CONTRACTOR must provide the Village with copies of requested
records, or allow such records to be inspected or copied, within a
reasonable time in accordance with access and cost requirements of
Chapter 119, Florida Statutes. A CONTRACTOR who fails to
provide the public records to the Village, or fails to make them
available for inspection or copying,within a reasonable time may be
subject to attomey's fees and costs pursuant to Sec. 119.0701,
Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or
confidential records associated with this Agreement or associated
with the performance of the work described in the Proposal or Bid
are not disdosed except as authorized by law for the duration of the
Agreement term, and following completion of the Agreement if the
CONTRACTOR does not transfer the records to the Village. Finally,
upon completion of the Agreement,CONTRACTOR shall transfer,at
no cost to the Village, all public records in possession of the
CONTRACTOR,or keep and maintain public records required by the
Village. If the CONTRACTOR transfers all public records to the
Vdlage upon completion of the Agreement,the CONTRACTOR shall
destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon
completion of the Agreement, the CONTRACTOR shall meet all
applicable requirements for ruining public records. Records that
are stored electronically must be provided to the VILLAGE, upon
request from the Village's custodian of public records, in a format that
is compatible with the Village's information technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT,
PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685,
OR AT Imcwilliamsttteauesta.orq, OR AT 345
TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469.
TEQUESTA FIRE-RESCUE
Memo
To: Mayor Brennan,Mr. Como and Village Council Members
From: Chief Medina
Date: July 11, 2017
Re: Interim Firefighter C9:leak/Kiddies,
t for Noureddin Alkurdi
Tequesta Fire-Rescue has a vacancy for Interim Firefighter and has chosen Noureddin
Alkurdi from our current waiting list.
Mr. Alkurdi has accepted our offer of employment as an interim Firefighter under the
terms of our customary Interim Firefighter Contract. The position has previously been
budgeted for and the approval of this contract will be strictly a replacement of personnel
and have no new financial impact
It is respectfully requested the Interim contract for Noureddin Alkurdi be approved,
commencing on June 28, 2017 for a three-year period, expiring on June 28, 2020.
Thank you for your consideration.
Village of Tequesta
Interim Employment Agreement
THIS AGREEMENT is made and entered into this 28th day of June, 2017, by and
between the VILLAGE OF TEQUESTA, a municipal corporation of the State of Florida
(hereinafter referred to as "Village"), and NOUREDDIN ALKURDI , an individual,
(hereinafter referred to variously as "Employee" or"Interim Firefighter") as follows:
Section 1. Duties
The Village hereby agrees to hire Employee as an Interim Firefighter to perform the
duties and functions of a Firefighter I, in accordance with the job position description
attached hereto and marked as Appendix "A". Employee shall be subject to, and abide
by, the Ordinances of the Village, the Village Employee Handbook, Florida Statutes and
Federal laws governing Firefighters and Emergency Medical Technicians. Employee
agrees to perform duties and responsibilities hereunder and such other reasonable
duties and responsibilities as are assigned to him from time to time by the Fire Chief
and/or the Village Manager.
Section 2. Description of Position
The Village has started an interim firefighter program to assist individuals in obtaining a
career in the fire service and to assist individuals with higher education opportunities.
Interim firefighters serve on an "as needed" basis as determined in the sole discretion of
the Village. Interim firefighters serve at the will of the Village. Interim firefighters can be
relieved of duty at any time for any reason or no reason.
Interim firefighters will receive a copy of the Village Employee Handbook and the Fire-
Rescue Department's Policy and Procedure Manual at the time of initial employment.
Interim firefighters are responsible for compliance with General Personnel Policies and
Standards of Conduct as set forth in the Village Employee Handbook. However, other
than rights and benefits specifically listed in this Agreement, interim firefighters are not
entitled to any rights or benefits set forth in the Village's Employee Handbook, including,
but not limited to, any grievance procedure rights.
Section 3. Term
This Agreement shall commence as of the date hereof and shall remain in effect for a
period of three (3) years. This Agreement can be renewed for an additional three (3)
year term by mutual consent of both parties. No modifications, changes or
amendments to any provision of this Agreement can be implemented without express
written agreement being executed by both parties.
Employee agrees that he is an at-will employee and will serve at the pleasure of the
Village Manager and/or Fire Chief. Nothing in this Agreement shall prevent, limit or
otherwise interfere with the right of the Village Manager or Fire Chief to terminate the
services of the Employee. Employee agrees that he has no property rights in
employment with the Village and does not have the right to file a grievance concerning
any of the terms or conditions of this Agreement or otherwise.
1
Nothing in this Agreement shall prevent or otherwise interfere with the right of the
Employee to resign his employment with the Village, subject to the provisions with
Section 4 (Termination).
Section 4. Termination
In the event that Employee is terminated before the expiration of the aforesaid term of
employment for reasons other than moral turpitude, the Village agrees to pay the
Employee for any accrued sick leave and vacation benefits in accordance with the
provisions of the Village Employee Handbook applicable to full time Village employees.
The Employee will also be eligible for his portion of the Education Assistance Funds
(defined below) that he has earned, for a period of time up to twelve (12) months from
his date of termination. Education Assistance Funds not utilized within this twelve (12)
month time frame shall be forfeited to the Village.
If Employee is terminated for moral turpitude, he shall forfeit his accrued sick leave,
vacation pay and education assistance funds.
If the Employee voluntarily resigns from the position of interim firefighter prior to the
expiration of this agreement, Employee shall forfeit all accrued sick leave, vacation pay
and education assistance funds to the Village as liquidated damages.
Section 5. Salary
The Village will compensate Employee at the prevailing minimum wage for all hours
worked during his normal workweek. The normal workweek for Fire Department
employees is forty-eight hours. This is based on working one hundred and forty-four
(144) hours in a twenty-one (21) day cycle. The Village reserves the right to adjust the .
normal workweek hours as needed and in accordance with the Fair Labor Standards
Act.
, Employee will occasionally be needed to work extra hours. The Village provides
compensation for extra hours worked at a rate of one and one-half (1-1/2) times the
normal hourly rate of pay for all hours worked in excess of the normal work cycle. For
the purpose of computing hours worked, annual leave, sick leave and time lost due to
an on-duty injury shall be considered time worked.
Employee is entitled to receive any across the board increases granted to the non-
unionized firefighters by the Village and his hourly rate of pay will be adjusted
accordingly.
Section 6. Benefits
a. Vacation: Employee will receive two weeks of paid vacation for each year
Employee is employed under this interim program. At the successful completion
of Employee's twelve-month probationary period Employee is entitled to use
Employee's vacation leave in accordance with the policies governing such
2
usage. However, Employee will not be compensated for time off, if granted,
during Employee's probationary period.
b. Sick leave: Employee is entitled to Sick Leave benefits as applied to full time •
Village employees and in accordance with the policies governing such.
c. Holiday Pay: The Village will provide Holiday Pay to Employee as they would to
full time employees and in accordance with the policies goveming such.
d. Health and Life Insurance: Interim Firefighters are eligible for Village
sponsored health care benefits. This coverage will be identical to the coverage
plan offered to non-unionized employees.
Life insurance is provided, but only to the extent that is required by law.
e. Retirement benefits: Employee is not eligible for Retirement Benefits.
f. Education Assistance: Employee may earn up to a maximum of$5,000.00 per
year for education assistance ("Education Assistance Funds"). Education
Assistance Funds are eamed at a rate of $1,250.00 per three months of
employment. Therefore, if Employee works one three-month quarter under this
program Employee is entitled to use the $1,250.00 eamed during the next
quarter, or any time during Employee's employment, and up to twelve (12)
months after the expiration of this contract.
Education Assistance Funds can be used for any tuition costs, book expenses or
lab fees associated with Employee's higher education. There are no restrictions
on the type of courses that the Employee can attend as these funds are to be
considered Employee's money and Employee can use it for any courses,
technical education or any type of degree Employee desires.
If the Employee is not State of Florida certified as a Firefighter and/or Emergency
Medical Technician upon execution of this Agreement, the Village will advance
Education Assistance Funds to pay for these certifications for the Employee.
Once Employee is eligible to eam the Educational Assistance Funds, the
Village will utilize these funds to reimburse the Village for the all costs
associated with obtaining the Firefighter and/or Emergency Medical
Technician certifications. After the Village is reimbursed, the employee may
then eam and utilize Education Assistance Funds for the purposes set forth
above.
g. Exchange of time: Interim firefighters are eligible to exchange time with other
employees as long it is in accordance with department guidelines. This
procedure is for situations that cannot be scheduled around Employee's shift
work, for the attendance of classes or for events that Employee has no control
over.
•
_ _____ _h-ineentivAPay- Based on the department neerK the Fire Chief will determine-_ _ __ _
whether or not a certified Interim Fire Fighter shalt receive the Dive pay and the
State Certified Inspector pay.
Section 7. Applicable Law and Waiver of Jury Trial.
This Agreement shall be governed by and construed pursuant to the laws of the State of
Florida. Employee irrevocably submits to the jurisdiction of such courts and waives any
objection it may have to either the jurisdiction or venue of such courts. Further,
Employee waives trial by jury if litigation is filed to enforce any terms of this Agreement.
Venue shall be Palm Beach County, Florida.
Section 8. Severabfiity.
If any terms or part of this Agreement shall be determined to be invalid, illegal, or
unenforceable in whole or in part by a court of competent jurisdiction, the validity of the
remaining part of such term or the validity of any other term or provision of this
Agreement shall not in any way be affected. All provisions of this Agreement shall be
construed to be valid and enforceable to the full extent permitted by law.
Section 9. Acknowledgment
By signature below, Employee aclanowledges that he has read this Agreement and has
received a copy of the Village Employee Handbook and the Fre-Rescue Department's
Policy and Procedure Manual, and agrees to accept the terms of Interim Employment
described herein.
A\-°°;:::-A"ae-- 06 2$ 4D 17
Interim Employee Signature Date
A ill i 474•11
111
;,-partment Head ' ature Date
4K, )
-7 6//7
Hun&Resources Administrator Date
----- 7• se-. 0
Village Manager Signature Date
APPeK\61X .
FIRE RESCUE POLICY &PROCEDURE MANUAL
-- -- . EFEECTIVe umE REvISION.DME PAGE NUMBER- . i vTAL PAGES POLICY SECTIMF,
OCTOBER-01;1993- SEPTEMBER05,2013 1 4 740:00
SUBJECT: CAREER DEVELOPMENT.PLAN. -
APPROVE I3Y:JAME S It WSNAND,FIRE CHIEF MICHAEL COLIZZO,VILLAGE MANAGER
M.00 Career Development Plan —The Village of Tequesta has developed this
Career Development- Pan- to maximize your professional- growth- and
performance: In conjunction with your professional- growth, this plan
establishes realistic-expectations- of-the competency levels needed to
maintain-a-long-term-career in-this-department
240,01. Developing-your-career is-an-investment in-both-you-and-in-the-future-of-
our.department. By helping.you.hone your skills, we strengthen-our entire
workforce. This in return, sets a superior level of care and service for our
community.
240.02 f r fT r -tom for rrid d . fir
.0 ti 9r' m y
ir� , .�� � ,. rri GIs•
� f r; r x�
State F fi�' a= c erfied f'ur ani1 'State_ o Vtorida` `
Errikr6 rrvagacivissw i r' cerhfie�d
240.03. After at.ieast.twelve.months.in.the classification.of Frefighter.I, employees.
may-advance to-the Firefighter II-classification in the career development
plan providing they have all the qualifications•listed-in-Section-240:04:
240:04- Firefighter U: This is-a firefighter's second career development level. To
achieve this level-individuals must- be a State of Florida certified- Pump
Opefator-and-must successfully complete the following courses:
•- 40 Hour class in-Aerial Operations-and;
• 40 Hour=class-in-Vehicle Extrication and;
• At least.one of thefollowing.electiues:
o Confined Space Rescue I
o Rope Rescue I& II
o Dive Rescue l
240.05 After at. least. twelve months in the classification of Firefighter II,
employees may advance to the Firefighter III pay grade providing they
have all the qualifications listedih section 240:06:
240.06- Firefighter III: Th wis is the third career development level. To achieve this
level individuals must have completed all the requirements of Firefighter 11,
and the following:
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes,
CONTRACTOR must keep and maintain this Agreement and any other
records associated therewith and that are associated with the
performance of the work described in the Proposal or Bid. Upon request
from the Village's custodian of public records,CONTRACTOR must provide
the Village with copies of requested records, or allow such records to be
Inspected or copied,within a reasonable time in accordance with access
and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to.prouide:the public-records.to..the-Village,or fails to make them
available for inspection or copying, within a reasonable time may be
subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida
Statutes,and other penalties under Sec.119.10,Florida Statutes. Further,
CONTRACTOR shall ensure that any exempt or confidential records
associated with this Agreement or associated with the performance of the
work described In the Proposal or Bid are not disclosed except as
authorized by law for the duration of the Agreement term, and following
completion of the Agreement if the CONTRACTOR does not transfer the
records to the Village. Finally, upon completion of the Agreement,
CONTRACTOR shall transfer, at no cost to the Village,all public records in
possession of the CONTRACTOR, or keep and maintain public records
required by the Village. If the CONTRACTOR transfers all public records to
the Village upon completion of the Agreement, the CONTRACTOR shall
destroy any duplicate pubNc records that are exempt or confidential and
exempt from public records disclosure requirements. If the CONTRACTOR
keeps and maintains public records upon completion of the Agreement,
the CONTRACTOR shall meet all applicable requirements for retaining
public records. Records that are stored electronically must be provided to
the VILLAGE,upon request from the Village's custodian of public records,
in a format that is compatible with the Village's information technology
systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE
VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT
(561) 768-0685, OR AT Imcwilliamsteteauesta.orq, OR AT 345
TEQUESTA DRIVE,TEQUESTA,FIARIDA 33469.
y'GE OF rF06
fs
345 Tequesta Drive , ,,' 561-768-0700
Te uesta, FL 33469 � : www.tequesta.org
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July 13,2017
To: Michael R.Couzzo, Village Manager
From:Christopher Quirk, Finance Director
Re: Point and Pay Merchant Services
I respectfully present the following memorandum to the Village Manager.
Merchant services agreements for credit card processing with Point and Pay LLC.These are the required
providers of BS&A software. These services will be provided at a lower cost than our current provider.
The cost savings is due to the elimination of the commercial interchange fee.
Vice-Mayor Vince arena Mayor Abby Brennan Council Member Tom Paterno
Council Member Steve Okun Council Member Frank D'Ambra
Village Manager Michael Couzzo
as
�o are for Magma use only)
0 PO1rtaPay ClientAppl Application Porkier
Account RapreswtiYwc Sow■cAne ly Submission Date:
Coed Roads's Chaney: Price:S Target Lire Dale:
Chit Legal Name as lied with lie IRS: Federal Tax
Mops at Toques%Ft. M e0/MOt1
ODA: Wags d Tetyueeta•FL
Address: 345 Tequuta Dr.
CRyI: Nassau Stale FL Zip: 33400
Nllebstla.Addpss: ': _---,- -. .- -._ -:-- . -: -_PhoesfialYaplst►:en-eualomscnealpts:--_,_-,-._._--_-----=.-
Primary Contact Nana: Primary Phone i Prknary Emit:
Chris Odd( 561-70&0700 aquMkOtequeste.arg
Accounting Contact: Accounting Phone it: Ad:carding Email:
��•--^+ partner ■ - by Customer Payment Toga
C 0955 merge +).20 Elsie PdrMelperuaneaaion ®Dlcovrr
.
aeestronlo Check
ar.• Tex-
Software Partner: BMA
Total Anton Average Wgtrsal
Collections for Payment payment
Product Naas Pawned Taps Amount Amount
1 Permits $100000 $100 $25000
2 Water UlBlty $930000 $100 _$10000
3 $ $ $
a $ $ $
5 $ $ �s
Deposit libuolu s: ON*Ssalement ®Debit
Product Nara(ore from slims) link News Reuikl 0 Account l« _ Root TANI
Pemriis Bar America 00310027 7 030470000470
Bank d ElCbeok. 08aMrga
004780004
Water Utility Bank d America 0631=77 � OCbedc. OSevIngs
DONK& °savings
❑Check. Moving,
Mho& O ilavings
®POE ❑IVFi ®Web ❑WebfEl3PP
The underelpted wen to abide by the Twee end • • •> of the - Services vlevnbie at . ,. •.• ••- •
6:k
Pitt Nana
MERCHANT SERVICES AGREEMENT
This Merchant Services Agreement is in oconeation with the Agreement(the"Agreement")emend into by
and Point and lay,LLC(Vendor"and its Clients("Merchant")In the event of say conflict between this Maohaat
Services Agreemeat and the Agreement,this Merchant Services Agreement stall tarn precedence. The purpose of this
Medan Services Agmemeat is to comply with MasterCard laterutiad and VISA, USA requirements that tho
Merchant be a sigentary to a to Meatt agreement for credit card promising("Machin Services Agreement")with
Global Payments Direct,Inc.("Global Direct")and (`Member").
Mediae agree to comply with and be bound by the rules and widow of Visa,MasterCard aid ay other
card association or network organiation misted to eaedbok ee and Insertion information security,includes without
liaaitatioe,parses Cad Industry MCI)Data Scanty Sdodan d,Visa's Carthokhr lnformaeon Serenity Progtm and
ithado ard'i Site Data Protinkia Piopm,',kith may be modifiiedlen tine to time. Melded will mot pit for
porcine any mdeMedan that des not thee out of a tramsecfion heaven a cardholder and Menne
Mar:bent may elect to accept credit cads or debit/peeped cards or both. (Rabat Direct gad Member will
fond Merchant,either(Erectly or through(Thief Party Name),liar daily card transaction to the deignated depository
account in Mesdames name listed below("Depository Account"). Global Direct and Member will debit an account for
Rods owed to Global Direct and Member as a result of the processing services provided hereunder.
Made mt,either by itself or through a thine pity,shall adequately display the cad issuer service male
supplied by Global Direct or.Merchant shall case to use or display such service mark'inanediatoty upon notice foom
Global Direct or upon termination of this Men heat Services Agreement
Moscbeot will be paid for the transactions it submits ender this Mechant Services Agreement by credit to the
Depository Account. Mechem represents and warrants that no no other the Meevhant hes any claim alpine such
indainedoes except as aatiorized in writing by Member and Global Diana.Maclean hereby assigns to Manta end
Global Direct MI of its right,tale,sad interest in and to all funds payable by the applicable card association or network
organization in carnation with the damaactines submitted hereunder and agrees that Member and Global Direct have
the sole right to receive payment from the applicable mad erociagoa or network sganiation in connection with such
tra esscdoos.
If a cardholder disputes a transaction, if a transaction is charged back for any reason by the card issuing
institution, or if Global Direct or Member has reason to believe a trisection is amathorized or is otherwise
unseceptable,the amount of such transaction may be charged beck and debited from the Mordant
Neither Member roc Global Direct shall be liable for Mere to provide the Services if such taihue is due to •
any arse ar coition beyond sad►party's reasonable control.Sark canoes or conditions shall include,but shall not be
broiled to,ace of God or of the public enemy,acts of the Govaameot in either its sovereign or contractual capeciy,
fires,floods,epidemics,golauntioe restriction,anchors shortage of labor or malaials,freight embargoes,annually
severe weather, breakdowns, operational failures, electrical power foibles, commoliation bibles, unavoidable
delays,the errors or bibrres of third party systems,or other similar causes beyond midi party's contoL
The liability of Global Direct and Mamba for any loss arising out of or molting is any way to this Meohnt
Services Agreement,the anava'Lbility or raalflmtion of the Seabee,primal*try,or property damage,shall,in the
aggegate,be limited to awl,died,and genital money damsons in an smmt not to exceed one(1)month's average
chage Paid by Merchant or M eechant's agent hae®der(exclusive of intaohnge Sea,easaammns,and any other fee
or costs that are imposed by a third prty in connection with Merchant's payment prone*for Services dieing tie
previous twelve(12)months or inch laser unmbr of months as shall have elapsed eabsegnert to the effective date of
this Mardian Service Agreement This shall be the extent of Global Direet's and Mweber's liability nuking out of or
relating in any wary to this Merchant Services Agreement,including alleged acts of negligence,bract of contract or
otherwise and regardless of the
in which my legel or equieble acne relay be brought agent Global Direct or
Member,whether contract,tort,orrotherwise,and the foregoing shell=stun Medimit's redndve remedy.Under
10 cientostmums shall Global Direct or Member be liable for try loot rota,Int interest,or fir special,coaaequmusl,
pumitive or exemplary&mare arising out of or relating in eny way to this Me di=Services Agreement,including
be net limbed to,doge rising out of placement of a Medics name on any terminated merchant lie for nay
reason,eves if Global Direct or Member has been advised of the pcm'bility of Stith demises.Under no otmmstaoos
shall Global Direct or Member be liable for any sede meat amounts pertaining to Switched Transactions;Mainmast's
moons therefore shall be to the applicable cad issuer.
k is agreed that in no event will(Nobel Direct or Meshed be limbic for any claim,loss,billing emu,damage,
or expense arising sot of or relating in any way to this Merchant Services Agreement which is not repotted in writing to
Global Direct by Mordant within 60 days of swab failure to perform or,in the event of a baling error,within 90 days
of the dale of the invoice or applicable statement Merebrt expressly waives my such claim that is not brought within
the tine periods sated herds
Nothing in this Madura Services Agreement shall be 000stmad to amend the rights or remakes Vendor and
Merchant have against each other under the Agreement.
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes,
CONTRACTOR must keep and maintain this Agreement and any other
records associated therewith and that are associated with the
performance of the work described in the Proposal or Bid- Upon request
from the Village's custodian of public records,CONTRACTOR must provide
the Village with copies of requested records,or albw suds records to be
inspected or copied,within a reasonable time in accordance with access
and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the-publlc records-to the-Village,or fails to make them
available for inspection or copying, within a reasonable time may be
subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida
Statutes,and other penalties under Sec.119.10,Florida Statutes. Further,
CONTRACTOR shall ensure that any exempt or confidential records
associated with this Agreement or associated with the performance of the
work described in the Proposal or Bid are not disclosed except as
authorized by law for the duration of the Agreement term,and following
completion of the Agreement if the CONTRACTOR does not transfer the
records to the Village. Finally, upon completion of the Agreement,
CONTRACTOR shall transfer, at no cost to the Village,all public records in
possession of the CONTRACTOR, or keep and maintain public records
required by the Village. If the CONTRACTOR transfers all public records to
the Village upon completion of the Agreement, the CONTRACTOR shall
destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the CONTRACTOR
keeps and maintains public records upon completion of the Agreement,
the CONTRACTOR shall meet all applicable requirements for retaining
public records. Records that are stored electronically must be provided to
the VILLAGE,upon request from the Village's custodian of public records,
in a format that is compatible with the Village's information technology
systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE
VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT
(561) 768-0685, OR AT Imcwilliamsebteauesta.org, OR AT 345
TEQUESTA DRNE,TEQUESTA, FLORIDA 33469.
y�GE. OF.
` rFOG
345 uesta Te Drive � �� 561-768-0700
Tequesta, FL 33469 ':A:; www.tequesta.org
6 R, 44'
July 13,2017
To: Michael R.Couzzo,Village Manager
From: Christopher Quirk, Finance Director
Re: Point and Pay Electronic Payments
I respectfully present the following memorandum to the Village Manager.
Agreement for electronic payment processing with Point and Pay LLC.These are the required providers
of BS&A software. These services will be provided at a lower cost than our current provider.The cost
savings is due to the elimination of the commercial interchange fee.
Vice-Mayor Vince:-Arena Mayor Abby Brennan Council Member Tom Paterno
Council Member Steve Okun Council Member Frank D Ambra
Village Manager Michael Couzzo
POINT b PAY,LLC
E-PAYMENT SERVICES AGREEMENT
Parties:
Point S Pay,LLC("PNP") [Village of Tequesta,FL)("Client")
A subsidiary of NAB,doing business in Delaware
Terms
SECTION 1 E-PAYMENT SERVICES 1.4 Service Promotion
Client wiN use reasonable efforts to promote the Services and
1.1 Access to Payment Modules build awareness of the Services with its customers through
1.1.1 Pursuant to this E-Payment Services Agreement (this various media inducting,but not limited to:
'Agreement"), PNP grants Client a limited, non-exclusive, non- Bill inserts counter displays,and
transferable and terminable license for the duration of the Tam announcements in Clients newsletter
to use the electronic payment services (the "Services") and •
Ordine:Home page announcements with an easily
payment modules (each, a "Module") chosen in the attached � fink to payments page.
product application ("Product Application')to enable Client's • Phone/IVR:Pre-recorded message with the ability to
customers("Customers")to make payments to Client using a transfer to Payments IVR(e.g.,"Press 2 to make a
Payment Device. "Payment Device" means the payment payments or provide the NR phone number to call.
type(s) chosen by Client on the Product Application. A • Joint Press Releases:The parties shall mutually agree
description of all Modules,Services,training and support offered upon press releases announcing the availability of
by PNP is attached as Exhibit A(the'Services Description'). electronic payment services and the partnering of
Client and PNP.
1.11 At the time of Client's execution of this Agreement,Client 1.5 Trademark License
shall also return the completed Client Application to PNP. PNP grants Client a limited, non-exclusive, non-transferable
Subject to the tem►s and conditions of this Agreement, the license to use the PNP trademarks, service marks and logos
Services may be also be used by the affiliated offices,bureaus,
agencies or departments of Client(`AffiNates7. Each Affiliate Provided by PNP to Client (the "Trademarks") solely in
shall complete a Client Application prior to commencement of Customers with Clients promotion a the Services to
the Services. Customers. Client shall not alter the Trademarks nor use the
Trademarks in any way which Is disparaging, dilutive or
otherwise adversely affects the reputation of PNP.
1.2 Client Representatives
PNP will provide Client's authorized representatives with a logon 1.6 Client Logo Licence
and password to access the Counter Module. Client shall be Client grants PNP a limited, non-exclusive, non-transferable
solely responsible for maintaining the confidentiality and security Icense to use its applicable logos, copyrighted works and
of the logons and passwords provided by PNP. Client will cause trademarks ("Client Marks' solely in connection with the
each of its representatives to change the inkial password,keep Services provided to Client. Client shall provide the Client
the passwords confidential, refrain from sharing passwords Marks to PNP for use with the Services. Client represents that N
andlor logon information with any unauthorized user,and use no has all intellectual property rights required for Client's and PNP's
other password to access the Counter Module. PNP shall be use of Client Marks,and shall Indemnify PNP against any third
entitled to rely on any communications it receives under Client's partypasswords,logon inform prop claims that the Client Marks infringe the intellectual
information,and/or account number as having
been send by Client,without conducting any further checks as to Property rights of a third party.
the identity of the user of such information. PNP will not be
responsible for the operability or functionality of any of Client's
computer equipment,system,browser or Internet connectivity.
1.3 Payment Device Transactions
AI Payment Device transactions using the Services will be
processed through a secured link. The parties to eadh Payment
Device transaction will be the Customer cardholder, the Client
and PNP.
PNP E-Payment Services Agreement v2.0 rev 071008 1
SECTION 2 COMPENSATION property, industrial and other proprietary rights, protected or
protectable, under the laws of the United States, any foreign
2.1 Services Transaction Fee country, or any political subdivision thereof, including (a) al
PNP will charge the transaction fee to use the Services set forth trade names, trade dress, trademarks, service marks, logos,
on the Product Application. If Services fees are charged directly brand names and other identifiers, (b)copyrights, moral rights
to Customers by PNP, Customers will receive a notice each (induding rights of attribution and rights of integrity),(c)all trade
time they use the Services stating that the Services are provided secrets, inventions, discoveries, devices, processes, designs,
by PNP and that a convenience fee is charged for use of the techniques, ideas, know-hero and other confidential or
Services. PNP may change the amount of such fee by notifying proprietary information,whether or not reduced to practice, (d)
Client of such new amount at least thirty(30)days prior to such all domestic and foreign patents and the registrations,
charge, applications, renewals,extensions and continuations(in whole
or in part)thereof,and(e)all goodwll associated with any of the
2.2 Activation Fee foregoing and(f)all rights and causes of action for infringement,
If applicable, Client shall pay the one-tine Activation Fee set misappropriation, misuse, dilution or unfair trade practices
forth on the Product Application. If the Activation Fee or any associated with(a)through(d)above.
portion of the Activation Fee is waived by PNP and the Client
does not implement the Service under this Agreement within six 31 Ownership and Use of PNP Materials
months after the Effective Date, other than due to a material Any software developed by or on behalf of PNP for use in
breach by PNP,the waived portion of the Activation Fee shall connection with the Services remains the exdusive property of
become i vned'iately due and payable. PNP. Client will not sell,transfer,barter,trade,license,modify
or copy any such software. Web pages accessible through use
2.3 Charge-backs and Returns of the Services are the copyrighted intellectual property of PNP
Unless otherwise specified in the Product Application,PNP will and may not be copied in whole or part by anyone. Any training
set off(a)the amount of any charge-backs,refusals to pay and materials (induding, but not limited to,webinars and manuals)
returns from any amounts otherwise owing by PNP to Client and provided to Client by PNP shall remain the exclusive property of
(b) a transaction handing fee for charge-backs and non- PNP. PNP grants Gent and Client's personnel a limited,non-
sufficient funds(NSF)as specified in the Product Application. exdusive,non-transferrable license to use and to make copies
of the training materials with its personnel solely in connection
2.4 ACH Debit of Fees with the Services. Training materials may not be modified by
Client hereby authorizes PNP,and any subsidiary or successor Client or its personnel or discbsed to any third party,induding
thereof, solely with respect to amounts due pursuant to this Client's end-user customers. Client shall ensure all personnel
Agreement and any subsequent agreements between Client shall complete and review all training materials prior to using the
and PNP, including but not limited to service fees,transaction Services.
fees,charge-backs and returns as set forth in Sections 2.1 and
2.3 of this Agreement, to initiate Automated Clearing House 3.3 Reverse Engineering
rACW)Authorizations to credit and debit Client's bank account Client will not reverse engineer,reverse assemble,decompile or
as set forth on the Banking Authorization Form attached hereto disassemble any of PNP's Intellectual properly, nor will Client
as Exhibit B or otherwise provided by Client. Client attempt to do so or enable any third party to do so or otherwise
acknowledges that it will be subject to a$25 reject fee if items attempt to discover any source code,modify the Service in any
are returned for insufficient funds. manner or form, or use unauthorized modified versions of the
Service,induding(without limitation)for the purpose of building
SECTION 3 INTELLECTUAL PROPERTY; a similar or competitive product or service or for the purpose of
CONFIDENTIAL.I1Y obtaining unauthorized access to the Service.Client is expressly
prohibited from sublicensing use of the Service to any third
3.1 No Transfer or License parties. If Client becomes aware that any person has engaged
Except for the rights expressly granted to Client in this or is lately to have engaged in any of the activities described in
Agreement,no PNP Intellectual Property Right is transferred or this Section 3.3,Client will promptly notify PNP.
licensed to Client pursuant to this Agreement,by implication or
otherwise. PNP reserves and retains all rights, title and
interests in and to the PNP Intellectual Property Rights,and all
copies,revisions,modifications,updates,and upgrades thereof.
Client agrees not to remove, alter or destroy any copyright,
patent notice, trademark or other proprietary markings or
confidential legends placed on or within any portion of the PNP
Intellectual Property Rights. For purposes of this Agreement,
Intellectual Property Rights" means all the intellectual
PNP E-Payment Senecas Agreement v2.0 rev 071008 2
3.4 Confidential Information Client will provide PNP with prompt written notice so that PNP
3.4.1 Any Confidential Information provided by PNP to Client may seek a protective order or other appropriate remedy or
pursuant to this Agreement will remain the exclusive property of waive compliance with the confidentiality provisions of this
PNP. Client will disclose such Confidential Information only to Agreement.
those of its representatives and employees who need to know
such Confidential Information for purposes of performing this 3.6 Failure to Comply
Agreement,who are informed of the confidential nature of the If Client fails to comply with any of its obligations pursuant to this
Confidential Information and who agree,for the benefit of PNP, Section 3,PNP will have the right to immediately terminate this
to be bound by the terms of confidentiality in this Agreement. Agreement by providing written notice of such termination to
Client will, and will cause each of its representatives and Client
employees, to keep confidential and not to disclose in any
manner whatsoever any Confidential Information provided by 3.7 Survival
PNP pursuant to this Agreement, and not to use such The rights and obligations of the parties provided for in this
Confidential Information,in whole or in part,directly or indirectly, Section 3 wil survive any expiration or termination of this
for any purpose at any time other than for the purposes Agreement or its term.
contemplated by this Agreement Notwithstanding the
foregoing,if Client is a city,county,township or similar entity,or SECTION 4 WARRANTIES;DISCLAIMER
government agency or department thereof,Client may disclose
Confidential Information as necessary to comply with applicable
pubic records laws. 4.1 Warranties
4.1.1 Each party represents and wafrants that It has the full
legal right,authority and power to enter into this Agreement and
3.4.2 For purposes of this Agreement, "Confidential pew its obligations hereunder.
Information" means an nonpublic or proprietary Information of
PNP, including proprietary, technical, development, marketing,
sales, operating, performances, cost, know-how, business and 4.1.2 PNP represents lint warrants that the Services will be
Provided in a professional,workman-like manner consistent with
prorp4s information, computer programs and programming
techniques,security features(Including,without limitation,multi industry standards.
level access and log-in features, audit trail setup, interfaces 42 Disclaimers
between the Counter Module and the Internet or IVR Modules), 4.2.1 PNP does not represent that Client's or its Customers use
all record bearing media containing or disclosing such of the Services will be uninterrupted or error-free, or that the
information and techniques, and anything marked confidential, system that makes the Services available wil be free of viruses
that is disdosed by PNP to Client pursuant to this Agreement or other harmful components resulting from the Internet or any
Confidential Information also includes the terns and conditions
of this Agreement third party providers or products outside the control of PNP.
3 5 Exclusions 4.2.2 EXCEPT FOR THE WARRANTIES EXPRESSLY SET
FORTH IN THIS SECTION 4, PNP DISCLAIMS ALL
The term Confidential Information will not apply to information WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR
that: (a)is or becomes generally available to the public other OTHERWISE, INCLUDING, WITHOUT LIMITATION,
than as a result of a disclosure by Client in breach of this WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
Agreement; (b) was within Clients possession prior to its PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE
disclosure by or on behalf of PNP,provided that the discloser of SERVICE IS PROVIDED TO CLIENT ON AN"AS IS"AND"AS
such information was not known by Client to be bound by a AVAILABLE"BASIS,AND IS FOR COMMERCIAL USE ONLY.
confidentiality agreement with, or other contractual, legal or
fiduciary obligation of confidentiality to, PNP with respect to
such information; (c) becomes available to Client on a non-
confidential basis from a source other than PNP, provided that
such source is not known by Client to be bound by a
confidentiality agreement with, or other contractual, legal or
fiduciary obligation of confidentiality to, PNP with respect to
such information;or(d)is developed independently by Client,as
demonstrated by the written records of Client, without use of
such information. The confidentiality obfiigations of Client
pursuant to this Agreement will not apply to any Confidential
Intonation of PNP that Client is legally compelled to disclose.
In the evert Client becomes legally compelled to disdose any
Confidential Information provided pursuant to this Agreement,
PPP E-Payment Services Agreement v2.0 rev 071008 3
SECTION 5 UMITATIONS OF LIABILITY AND SECTION 8 TERM AND TERMINATION
OBUGATION
8.1 Terrn
5.1 Damages and Liability Limit The initial term of this Agreement will commence on the
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE Effective Date and will end on the third(301) anniversary of the
OTHER PARTY OR ANY THIRD PARTY IN CONNECTION Effective Date (the 'Initial Tema. This Agreement will
WM-I THIS AGREEMENT FOR INDIRECT, INCIDENTAL, automatically renew for successive one(1)-year terms(each,a
CONSEQUENTIAL, RELIANCE, SPECIAL, EXEMPLARY OR "Renewal Term,"and the Initial Term and any Renewal Term
PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST may be referred to as a°Term"). The term of this Agreement
PROFITS,EVEN IF THE OTHER PARTY HAS BEEN ADVISED will terminate at the end of the Initial Tenn or any subsequent
OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY Renewal Tenn if either party provides written notice of such
RELEASES THE OTHER PARTY AND ALL OF THE OTHER termination to the other party at least sixty(60)days prior to the
PARTY'S AFFILIATES, EMPLOYEES, AND AGENTS FROM expiration of the applicable Tenn.
ANY SUCH DAMAGES. IN NO EVENT WILL PNP HAVE OR
INCUR ANY LIABILITY TO CLIENT OR ANY THIRD PARTY IN 8.2 In the Event of Breach;Effect on Affiliates
EXCESS OF THE AGGREGATE COMPENSATION RECEIVED 8.2.1 Subject to the opportunity to cure set forth below,either
BY PNP FOR THE SIX-MONTH PERIOD IMMEDIATELY party may terminate this Agreement upon sixty(60)days written
PRECEDING THE EVENT GMNG RISE TO A CLAIM FOR notice to the other party in the event of a material,uncured
SUCH LIABILITY. THE FOREGOING EXCLUSIONS AND breach of any provision of this Agreement by the other party.
LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT Such notice by the complaining party shall expressly state al of
PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY the reasons for the claimed breach in sufficient detail so as to
FAILS ITS ESSENTIAL PURPOSE. provide the alleged breaching party a meaningful opportunity to
cure such alleged breach('Notice").
52 Refusals of Payment
PNP will not be liable for charge-backs or other refusals of 8.22 Following receipt of Notice,the alleged breaching party
payment initiated by any Customer. All such charge-backs and shall have sixty(60)days to cure such alleged breach.Upon
other refusals of payment will be refunded by PNP to the termination or expiration of this Agreement,Cient shall have no
Customer and Client will mark and otherwise treat the related rights to continue use of the Service or the Modules. Expiration
Customer account as"unpaid.' or termination of the Agreement by Client or PNP shall also
terminate the Affiliates'rights under the Agreement unless
5.3 Errors and Omissions otherwise agreed by the parties in writing. PNP may terminate
PNP will not be liable for any errors or omissions in data the Agreement solely with respect to an individual Affiliate
provided by Client or Customers. Client will be responsible for without affecting the rights and obligations of Client and other
the accuracy of data provided to PNP for use in providing the Affiliates under the Agreement.
Services.
8.3 Modification to or Discontinuation of the Service
5A Bank Actions PNP reserves the right at any time and from time to time to
PNP will root be liable for any errors, omissions or delays modify, temporarily or permanently, the Service (or any part
attributable to the ads or omissions of any bank or other third thereof). In addition, PNP wil have the right to discontinue
party involved in the processing of any Payment Device accepting any Payment Device by providing not less than ten
payment (10) days' written notice to Client In the event that PNP
modifies the Service in a manner which removes or disables a
SECTION 6 CARDHOLDER DATA SECURITY feature or functionality on which Client materially relies,PNP,at
To the extent applicable,each of the parties shall be required to Client's request, shall use commercialy reasonable efforts bo
comply at all tines with the Payment Card Industry Data substantially restore such functionality to Client.In the event that
Security Standard Program('PCI-DSS")in effect and as may be PNP is unable to substantially restore such functionality within
amended from time to time during the term of the Agreement. sixty (60) days, Client shall have the right to terminate the
The current PCI-DSS specifications are available on the PCI Agreement Client acknowledges that PNP reserves the right to
Security Standards Council website at discontinue offering the Service and any support at the
htips:/lwww.pcisecuritystandards.org, conclusion of Client's then-current Term.Client agrees that PNP
shall not be liable to Client nor to any third party for any
SECTION 7 EXCLUSIVITY modification of the Service as described in this Section.
Client agrees that PNP will be the exclusive provider of fee-
based electronic payment services and that Client will not
procure similar such services from any other party.
PNP E-Payment Services Agreement v2.0 roar 071008 4
Exhibit A
Services Description
The following is a description of all Services and Modules offered by PNP. PNP shall provide the Services to Client and Its end-user
customers via the specific Modules and Payment Devices chosen by Client in the Client Application. Applicable fees,if any,for Client's
elections are set forth on the Client Application. The Services include support and traking outlined below at no additional charge to Client.
Service Modules
• Counter Module. The Counter Module allows customers to make payments to Client in a face-to-face environment or over the
phone using a Payment Device. PNP will Issue unique confirmation numbers to customers who have completed a payment
transaction using the Counter Module. The Counter Module also enables Client's staff to access reports via the web.The
Counter Module is required to access the PNP Services. The Counter Module may be used in conjunction with or independently
of point-of-sale(POS)terminals.
• Web Module. The Web Module allows customers to make payments to Clients online using a Payment Device via a secure
website hosted by PNP. Customers who elect to make payments via the Internet can follow a link from the Client website to the
Client-branded,PNP-hosted web pages to submit a payment. PNP will issue unique confirmation numbers to customers who
have completed a payment transaction using the Web Module. Client may elect NI presentment and account vafidation
functionality for the one-time set-up fee set forth on the Client Application under"Data File Integration."
• Interactive Voice Response(IVR)Module. The IVR Module allows Customers to make payments to Clients over the phone
using a Payment Device. The Customer calls a toll-free phone number provided and managed by PNP to access the Client
branded IVR.The IVR system recognizes Customer instructions through making a payment;the phone keypad is used to enter
Payment Device numbers.The IVR system is configured and tested by PNP. PNP will issue unique confirmation numbers to
customers who have completed a payment transaction using the IVR Module. Election of the IVR Module indudes a Client-
branded IVR environment and, if applicable, Client shah pay the one-time IVR set-up fee for the IVR Module set forth on the
Client Application. In addition,Client may elect to have bill presentment and account validation functionality enabled through the
IVR for the one-time set-up fee on the Client Application under"Data File Integration."
Customer Payment Devices
Each of the Modules can provide the Customer with the ability to pay by Credit Card,Debt Card and/or Electronic Check.
Training
PNP shall provide instruction manuals and up to four(4)hours of webinar training to Client and Client personnel in connection with the
Modules chosen by Client.
.112
The following support shall be provided to Client and Client's customers at no additional charge during the term of the Services:
• First Level Support. PNP shall provide first-level support to Customers via PNP's call center. Customer service representatives
shall be available 8 a.m.EST to 10 p.m.EST M-F, to handle customer inquiries.
• Second Level Support. PNP shall provide first-level support to Client via telephone. Second level support shall be available
Monday through Friday during normal business hours.
Support availability shall be exclusive of downtime due to scheduled maintenance or events out of PNP's control. Support for the Products
may be modified,suspended or terminated in PNP's sole discretion upon prior written notice.
PNP E-Payment Services Agreement v2.0 rev 071008 6
SECTION 9 PAYMENT DEVICE TRANSACTION MISCELLANEOUS
DEPOSITS The headings of sections and subsections of this Agreement are
The exact amount of each approved Payment Device for convenience of reference only and will not be construed to
transaction will be electronically deposited into the Client bank alter the meaning of any provision of this,Agreement. PNP is an
account identified on the Client Application. PNP shall initiate independent contractor and nothing in this Agreement will be
such deposits as specified on the attached Client Application. deemed to create any agency,employee-employer relationship,
PNP will provide Client's authorized employees with access to partnership, franchise or joint venture between the parties.
PNP's online transaction reports for reconciliation purposes. Except as otherwise specifically provided in this Agreement,
neither party will have, or represent that it has the right, power
SECTION 10 FORCE MAJEURE or authority to bind, contract or commit the other party or to
PNP will not be responsible for its failure to perform under this create any obligation on behalf of the other party. Each of the
Agreement due to causes beyond its reasonable control, parties will have any and all rights and remedies available to
including acts of God, wars, riots, revolutions, acts of civil or them under all applicable laws. The remedies provided for in
military authorities, terrorism, fires, floods, sabotage, nuclear this Agreement will be deemed to be non-exclusive and in
incidents,earthquakes,storms,or epidemics. If the provision of addition to any other available remedy at law or in equity. All
Services under this Agreement is delayed by such an event or rights and remedies are cumulative and may be exercised
condition, PNP will promptly notify Client thereof. PNP will use singularly or concurrently. Client may not assign or transfer any
commercially reasonable efforts to overcome any such cause of its rights or delegate any of its obligations under this
for delay as soon as is reasonably practicable. Agreement to any third party, by operation of law or otherwise,
without the prior written consent of PNP. Any attempted
SECTION 11 GOVERNING LAW assignment or transfer in violation of the foregoing will be void
This Agreement will be interpreted, construed and enforced in This Agreement will be binding upon,and inure to the benefit of,
all respects in accordance with the laws of the State of the successors and permitted assigns of the parties. Client
(Michigan)without reference to its conflicts of law principles. shall comply with all applicable laws, rules, treaties, and
regulations in its performance of this Agreement. If any
SECTION 12 NOTICES provision of this Agreement is held by a court of law to be illegal,
All notices or other communications required or permitted by this invalid or unenforceable, the remaining provisions of this
Agreement must be in writing and will be deemed to have been Agreement will not be affected and the illegal, invalid, or
duly given when delivered personally to the party for whom such unenforceable provision will be deemed modified such that it the
notice was intended, or upon actual receipt if sent by facsimile intention of the parties to the fullest extent possible. No
or delivered by a nationally recognized overnight delivery amendment or modification of this Agreement will be effective
service, or at the expiration of the third day after the date of unless it is in writing and executed by both of the parties.
deposit if deposited in the United States mail,postage pre-paid, Nothing contained in this Agreement establishes, creates, or is
certified or registered,return receipt requested,to the respective intended to or will be construed to establish or create, any right
parties at: in or obligation to any third party. This Agreement,the Exhibit(s)
and the Client Application set forth the entire agreement and
If to Client: See Merchant Application understanding of the parties with respect to the subject matter
hereof and supersedes any and all prior or contemporaneous
If to PNP. Point&Pay, LLC understandings and agreements, whether written or oral,
110 State St.E,Suite D between the parties with respect to such subject matter.
Oldsmar,FL 34677
The parties have duly executed this Agreement as of the date of the last signature below(the"Effective Date").
Point&Pay,LLC [Village of Tequesta,FL -.
By: By:
,i—
-, _
Name: Name: i�l IC i1 GI C'L i_. C,12Z )
Title: Title: I a ' �' a, C -'(--.
Date: Date: Zee 1
PNP E-Payment Services Agreement v2.0 rev 071008 5
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes,
CONTRACTOR must keep and maintain this Agreement and any other
records associated therewith and that are associated with the
performance of the work described in the Proposal or Bid. Upon request
from the Village's custodian of public records,CONTRACTOR must provide
the Village with copies of requested records, or allow such records to be
inspected or copied, within a reasonable time in accordance with access
and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who.fails t_o pro_vide the_Rublicaacords_tcLthe Vinge,orsalls to make them -------
available for inspection or copying, within a reasonable time may be
subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida
Statutes,and other penalties under Sec. 119.10,Florida Statutes. Further,
CONTRACTOR shall ensure that any exempt or confidential records
associated with this Agreement or associated with the performance of the
work described in the Proposal or Bid are not disclosed except as
authorized by law for the duration of the Agreement term,and following
completion of the Agreement if the CONTRACTOR does not transfer the
records to the Village. Finally, upon completion of the Agreement,
CONTRACTOR shall transfer,at no cost to the Village, all public records in
possession of the CONTRACTOR, or keep and maintain public records
required by the Village. If the CONTRACTOR transfers all public records to
the Village upon completion of the Agreement, the CONTRACTOR shall
destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the CONTRACTOR
keeps and maintains public records upon completion of the Agreement,
the CONTRACTOR shall meet all applicable requirements for retaining
public records. Records that are stored electronically must be provided to
the VILLAGE,upon request from the Village's custodian of public records,
in a format that Is compatible with the Village's information technology
systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE
VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT
(561)768-0685, OR AT Irncwilliamsetequesta.orR, OR AT 345
TEQUESTA DRIVE,TEQUESTA,FLORIDA 33469.
4-- T.,
°t -
k::-.41011,_,,' ----
04, iN
4
COMPREHENSIVE ANALYSIS
Village Manager's Office -Administration
To: Michael Couzzo, Village Manager
From: Debra Telfrin, Executive Assistance
Date: 07/07/2017
Subject: Southeastern Printing—Spring Smoke Signals Newsletter,#85480
I respectfully present the following memorandum to the Village Manager.
Southeastern Printing is the selected vendor to print the 2017 Spring Edition of the Village's
Newsletter,The Smoke Signals. Quote#85480 is to prepare and print the newsletter. Quantity
printed for this edition is 5200 pieces at a cost of$2,407.00
Thank you.
QUOTATION
southeastern
complexity made simple
Estimate: 85480
Date: 6/23/17
Cust-ID:2833
Phone: 561-768-0443
Village of Tequesta Fax: 561-768-0697
345 Tequesta Drive E-Mail: Imcwilliams@tequesta.org
Tequesta FL 33469 Rep: Tony Ellison
Description:
2017 Summer Newsletter with Insert
Flat size-22 x 17,folds to 11 x 17 and soft-folds to 8.5 x 11 masthead out.
with 1-2pp insert 11 x 17, postitioned inside newsletter
Printing-4cp/4cp, bleeds
Stock-80#MacGregor Gloss Text
Trim,fold.
Qty: 5,200,send 5,100 to SEP Mailing Dept,deliver 100 to client
We understand that you will be providing:
Output files from Dropbox sent from Phil Glenn,forwarded to Helen.
Quantity 5,200
Price $2,407.00
Thank you for the opportunity to provide you with this estimate, based on the specifications submitted. We look
forward to exceeding your expectations. Please contact us if you need additional information.
Payment Terms: Due in 30 days
Supplied files/specifications/material will be reviewed and compared to the estimate upon receipt of job. Differences will be
re-quoted which may result in a price change. EMAIL/FAX TRANSMISSION:This document includes our Standard
Terms of Sale. If you did not receive,or if illegible,please call for a copy before signing.
PLEASE READ,SIGN AND RETURN TO PLACE YOUR ORDER
This quotation is subject to the terms and conditions set forth on the back side hereof and which are,by reference,made a part hereof.Prices quoted are based on details furnished to
our estimating department and are subject to revision if,upon receipt of copy it is determined that the material deviates from original specifications.
Any such price revision will be confirmed before the order is processed.We reserve the right to reject any order upon receipt without liability on our part.
All orders are subiect to underruns or overruns of up to 10%and the deficiency or excess credited or charged proportionately. PRICES REMAIN IN EFFECT 30 DAYS.
The item(s)ordered are for resale and not subject to sales tax.
Please Initial: The item(s)ordered are for internal use.Please charge sales tax.
Accepted by customer
Southeastern Page 1 of 2
3601 SE Dixie Highway.Stuart.Florida 34997•772-287-2141 800-226-8221•Fax 772-288-3988
SOUTHEASTERN STANDARD TERMS OF SALE
1. This proposal Is made and, if accepted by Southeastern ('Printer), order will be entered subject to the following trade customs and any other conditions expressed
herein, which are hereby understood b be binding on both parties. Terns of this proposal shad be limited to thirty (30) days from date of proposal. k is to be clearly
understood that such terns constitute the entire agreement of the parties, can be amended or alined only pursuant to writing signed by both parties, and in any event
not by any sip latbk representation or agreement not fired in this contract, or by pawl evidence, and that these tams shall govern the order contrary b prior or
subsequent writings by Customer nobrilhstanding.
2 Orders regulariy entered cannot be canceled except upon terns that will compensate Printer against bss. AN orders are subjed to final acceptance by Printer, and d
shed not be fable for am loss or damage resubm from Its reasonable bikee to accept orders.ship producls ordered or notify Customer of its non-acceptance of orders.
3. Experimental work performed at the Customer's request, such as, but not limited to sketches, drawings, wmposi6pn, pis, presswork and Weida shad be
for at arrent rates. charged
4. Art work, sketches, copy, duonmies, and all preperatc y work inducting negative and positive fins, pbtes, engravings and otter manufacturing tools or items created or
furnished by Printer shad reran its exclusive property, and no use of same shall be made nor may any ideas obtained therefrom be used, except by written pemussian
of Printer and upon compensation b be determined by Printer.
5. Art work, transparencies, photos, originals, computer disks, negative and positive films, plates, engravings and other mesdactuing items when suppled by Customer
are accepted at to Customer's risk and Printer shall not be liable for darnage or loss in excess of out-of-pocket cost for raw materials or value agreed b in writing
between Printer and Customer.
6. Authors atteradons: All changes from original specifications or copy made by Customer stall entitle Prole to additional flanges, at the current rates for the additional
weak Deformed.
7. Errors: Punter stall not be labia for errors if printed matte conforms to copy furnished by Cuskxner. Proofs oil be submitted d requested by Customer. Convictions, 'nf
any, are b be made thereon and rekaned with Proof/Prat Authorization brm marled 'O.K.' or 'OX. with comedians', and signed by duly authorized representative of
Customer. If revised pools are desired, request must be made when proof is returned. Printer shall not be responsible for erors t work is performed as per Customers
"O.K."
8. Press: An extra charge will be made for press prods. Printer stall dirge for additional press time arising from Customer delay doing make-ready press check or for
change orders received after job is plated. Because of the difference in equipment and conditions behveen color proofing and the pressroom operations, a reasonable
variation in color between color proofs and the completed iob shoe constitute an acceptable dankly.
9. Customer's Pmperty: Al Customers property that is stored with Printer is at the Customer's risk, and Printer shad not be lake for any loss or damages thereto reused
by fire, tell, water leakage, rodents, inects, or any other cause beyond Printer's control. It is understood that the storage of Customers property is solely for the benefit
of the Customer.
10. Tams: Unless otherwise arranged for, a deposit of 50% is requested upon the signing of this proposal, 25% upon delivery of the job proof, and the balance upon
completion of his order or upon delivery of the first copy or copies. AN accounts not paid for within forty-five (45) days of Invoice slid be daged interest at the rate of
eighteen per cent(18%)oer arnkm.If such rate shall be precluded by local law.this such rate shag be the highest rate allowable pursuant to such law.
11. Warranty: Printer warrants that its wodc wit meet applicable specifications and other specific product and work requirements, t any, of this order and MN be of good
quaky and free from defeds in material and workmanship. AN dams must be made within eve (5) days of receipt of goods. Defective items must be held for Printer's
impaction and returned to the origin F.OB. point upon request. The foregoing is expresso' in feu of aN other warranties whatsoever, expressed, implied, and statubry,
including, without &dation, the implied warranties of merdartabior and fitness.ess. Upon Customers summon of a claim and in substantiation, Printer shall at its option
either (1) replace Hs product or work at either to original F.O.B. point of delivery or (2) refund an equitable portion of the purchase price as determined by Printer. All
work performed wwll be date during normal working hours of normal waling days. The foraging is Printers only (Motion and Customer's only remedy for breach of
warranty, and except for gross negdgences and wilted misconduct, the foregoing is Customers only remedy hereunder by way of breach of contract, tort, or otherwise. In
no event shad Customer be entitled to incidental or consequential damages. Any action for break of this proposal must be commenced within two (2) years alter the
case of action has warred.
12. Thee and Risk of toss: Torte b produ ds vdidm Printer sells to Customer shall pass to Customer upon delivery of the products to Custorn er, or b a earlier consigned to
Customer, and Prier shad not be liable for loss of, delay In shipment or damage to any products after title thereto has passed. Printer, however, retairs title for security
purposes only to all products until {raid for in ful in rash and may, at Printers option, repossess the same from Customer's default in payment hereunder and charge
Customer with any deficiency. It is expressly agreed that Prate shad not be held liable for bss or damage on account of delays due to strikes, wears, fires, floods,
accidents, governmental or municipal laws, rules or regulations, ads of providence, its inability to secure specified materials, or other causes beyond Printer's
reasonable anticipation or control.
13. No obscene or illegal Macabre will be printed by Printer under this contract, nor shall Printer be liable for any damages arising out of violation of copyright lairs or illegal
use of trade names or slogans. The Customer guarantees the legal propriety of al natter submitted to Printer for
indemnify Printer from and against all dents and resporsibieryr arising from the Ph mar, i publication; and will denser and
disbursements incurred by Printer in connection therewith. 9 aallor tom" of such matter, including hoer legal expenses and
14. Unless otherwise sped6ed,Printer shall use such style,type,size and composition as,In its discretion,seems to be to to best interest or Customer.
15. Any area are trading costs incurred by Printer in the performance of the specifications hereinalwve set forth shall be in addition to the contract price hereinabove set forth
and shall be at the ten current rates of the Untied States Postal Service andlor common carrier.
16. Taxes: Cuusbmer stall pay al excise or other taxes, t any, that may be levied on the praduds sad under to contact a upon or in connection with the sale or shipment
thereof.
17. Denby Dates: Promised delivery date Is contingent upon t:usbnrhers meeting its established schedule responsibilities. Printer shag not be respasbble for
consequential damages for late deliveries.
18. Prices quoted are based on straight time work. Overtime work earned by Customers failure to meet deadlne, delay in turning in copy, plates, proofs, or other material
necessary to condi*the work within the time soedfied,slat be carped for at current overtime rates.over ad above the price quoted herein.
19. Unless otherwise slated in writing, manure or undernme, not to exceed ten (10%) per cent of to among ordered, shell constitute an acceptable delvery and the
excess or deficiency slid be charged or credited to the customer proportionately.
20. Customer Funished Materiels: Any work required on materials furnished by the Customer, including but not biked to copy, mac aarals, negative and positive film,
electrotypes, paper and plates, shall be performed at Customer's risk and billed at current market rates. Respansibilty for quaky of material suppled wit not be
assumed by Prater when Customer furnished such material used In production of the printed ader.
21. If it becomes necessary b nshlute suit in any court of tow b enforce any of to provisions of the quotation, ndoding an action for collodion or to enlace any of the
standard tones of sate,customer agrees to pay al legal expenses and disbursements incurred by Printer in connection therewith.
22. In the event actual delivery extends beyond the date set forth on Printers acknowledgment of order entry, Printer shall have the further right to revise prices upon the
application of a fraction, the numerabr ot which slat be the Consumer Price Index at the time of actual delivery and the denominabr of which shall be such telex at the
Proposed time of debvary set forth by the Prints in his acknowledgment to customer of ader entry.
Based on Trade Customs Adopted by Printing Industry of America,Inc. Page 2 of 2
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes,
CONTRACTOR must keep and maintain this Agreement and any other
records associated therewith and that are associated with the
performance of the work described in the Proposal or Bid. Upon request
from the Village's custodian of public records, CONTRACTOR must provide
the Village with copies of requested records, or allow such records to be
inspected or copied, within a reasonable time in accordance with access
and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village,or fails to make them
available for inspection or copying, within a reasonable time may be
subject to attomey's fees and costs pursuant to Sec. 119.0701, Florida
Statutes,and other penalties under Sec. 119.10,Florida Statutes. Further,
CONTRACTOR shall ensure that any exempt or confidential records
associated with this Agreement or associated with the performance of the
work described in the Proposal or Bid are not disclosed except as
authorized by law for the duration of the Agreement term, and following
completion of the Agreement if the CONTRACTOR does not transfer the
records to the Village. Finally, upon completion of the Agreement,
CONTRACTOR shall transfer, at no cost to the Village,all public records in
possession of the CONTRACTOR, or keep and maintain public records
required by the Village. If the CONTRACTOR transfers all public records to
the Village upon completion of the Agreement, the CONTRACTOR shall
destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the CONTRACTOR
keeps and maintains public records upon completion of the Agreement,
the CONTRACTOR shall meet all applicable requirements for retaining
public records. Records that are stored electronically must be provided to
the VILLAGE, upon request from the Village's custodian of public records,
in a format that is compatible with the Village's information technology
systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE
VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT
(561) 768-0685, OR AT Imcwilliams@tequesta.orK, OR AT 345
TEQUESTA DRIVE,TEQUESTA, FLORIDA 33469.
PGE OF
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COMPREHENSIVE ANALYSIS
Village Manager's O ce -Administration
To: Michael Couzzo, Village Manager
From: Debra Telfrin, Executive Assistance
Date: 07/07/2017
Subject: Southeastern Printing—Spring Smoke Signals Newsletter#85481
I respectfully present the following memorandum to the Village Manager.
Southeastern Printing is the selected vendor who will print the 2017 Spring Edition of the
Village's Newsletter,The Smoke Signals. Quote#85481 is to prepare the newsletter for mailing.
Quantity prepared to mail is 5,100 pieces at a cost of$508.00
Thank you.
QUOTATION
southeastern
complexity made simple
Estimate: 85481
Date: 6/23/17
Cust-ID:2833
Lori McWilliams Phone: 561-768-0443
Village of Tequesta Fax: 561-768-0697
345 Tequesta Drive E-Mail: Imcwilliams@tequesta.org
Tequesta FL 33469 Rep: Tony Ellison
Description:
2017 Summer Newsletter&Insert-Mailing
Process file including address standardization, NCOA update,CASS certify,presort,inkjet address,
sort,sack/tray tags,deliver to post office. Include"Or Current Resident'when imprinting addresses.
Please Note:Price does not include additional services such as indicia use,wafer sealing,foreign mail
processing etc. Postage is additional.
Approx.pre-sort standard$.569 each
We understand that you will be providing:
new mailing list forwarded to Helen
Quantity 5,100
Price $508.00
Thank you for the opportunity to provide you with this estimate,based on the specifications submitted. We look
forward to exceeding your expectations.Please contact us if you need additional information.
Payment Terms: Due in 30 days
Supplied files/specifications/material will be reviewed and compared to the estimate upon receipt of job. Differences will be
re-quoted which may result in a price change. EMAIL/FAX TRANSMISSION:This document includes our Standard
Terms of Sale.If you did not receive,or if illegible, please call for a copy before signing.
PLEASE READ,SIGN AND RETURN TO PLACE YOUR ORDER
This quotation is subject to the terms and conditions set forth on the back side hereof and which are,by reference,made a part hereof.Prices quoted are based on details furnished to
our estimating department and are subject to revision if,upon receipt of copy it is determined that the material deviates from original specirications.
Any such price revision will be confirmed before the order is processed.We reserve the right to reject any order upon receipt without liability on our part.
All orders are subject to underruns or overruns of up to 10%and the deficiency or excess credited or charged proportionately. PRICES REMAIN IN EFFECT 30 DAYS.
The item(s)ordered are for resale and not subject to sales tax.
Please Initial: The item(s)ordered are for internal use.Please charge sales tax.
Accepted by customer _ Date 7/7 / 7
Southeastern Page 1 of 2
3601 SE Dixie Highway.Stuart.Florida 34997•772-287-2141 800-226-8221 Fax 772-288-3988
SOUTHEASTERN STANDARD TERMS OF SALE
1. This proposal is made and, if accepted by Southeastern (Printer). order will be entered subject to the falowig trade customs and any other conditions expressed
herein, which are hereby understood b be binding on both parties. Terns d this proposal shell be limited b thirty (30) days from date of proposal. It is to be clearly
understood that such terns constitute the entire agreement d the parties, can be amended or altered only pursuant to writing silted by both parties, and in any evert
not by any stipulation, representation or agreement not contained in this contract a by parol evidence, and that these terms shal govem the order contrary to prior or
subsequent'Minos by Customer nabbed/wino.
2. Orders regularly entered cannot be cancelled except upon terns that will compensate Printer against loss. All orders are subject b final acceptance by Printer, and it
shall not be liable for any loss or darneoe resultim from its reesonable farce to accept orders,ship products ordered or notify Customer of its nonacceptance of orders.
3. Experimental work performed at tie Customers request, such as, but not limited b sketches, drawings, composition, plates, presswork and materials shell be charged
for at anent rates.
4. Art work, sketches, copy, dummies, and all preparatory work including negative and positive films, plates, engravings and other manufacturing tools or Hams created or
furnished by Printer shalt remain is exclusive properly, and no use d same shall be made nor may any ideas obtained therefrom be used, except by wriUa permission
of Printer end upon compensation to be determined by Porter.
5. Art work, transparencies, phabe, originals, computer disks, negative and positive films, plates, engravings and other manufacturing dens when supplied by Customer
are accepted at the Customers risk and Printer shall not be liable for damage or loss in excess of out-of-cadet coat for raw materials or yaks agreed to in writing
between Punter and Customer.
6. Authors alterations: All danges from original specifications or copy made by Customer shall entitle Printer to additional charges, at the anent rates for the additonal
wok performed.
7. Errors: Printer sfan not be Cable for errors if ported matter conforms to copy furnished by Customer. Proofs will be submitted if requested by Customer. Corrections, if
any, are b be made thereon and returned with Proof/Print Authorization bun marked •O.IC' or 'O.K. with corrections', and signed by duty authorized representative of
Customer. If revised proofs are desired. request mast be made when prod is retuned. Printer shati not be responsible for errors if work is performed as per Customers
•ox•
8. Press: M extra charge wil be made for press pods. Printer shall dune for additional press time arising from Customer delay dung make-ready press died or for
change orders received alter job is plated. Because of the difference in equipment and conditions between color proofing and time pressroom operatlors, a reasonable
variation in color between color goofs and the completed iob shell constitute an acceolable deirerv.
9. Customers Property: All Customer's property tat is stored with Printer is at the Customers risk, and Printer shalt not be liable for eny loss or damages thereto caused
by fee, theft, water leakage, rodents, insets, or any other cause beyond Pricers control It Is understood Bat the storage of Chsbmers properly is solely for the benefit
of the Customer.
10. Terns: Unless otherwise arranged for, a deposit of 50% is requested upon the signing of this proposal, 25% upon delivery of the job proof, and the balance iron
completion of this order or upon delivery of the first copy or copies. Al accounts not paid for within forty-he (45)days of invoice shall be charged interest at the rate of
eighteen per cent 118%1 per amum.If such ras shell be orededed by local law.this such rate shall be the hiohhest rate alowreble pursuant to such law.
11. Warranty: Porter warrants that its work will meet appicable specifications and other specinc eroded and work requirements, ff any, of the order and will be of good
quality and free from defeds in material and workmanship. Ai claims must be made within live (5) days of receipt of goods. Defective items must be held for Printers
nspatra and returned b the original F.O.B. point upon request. The foregoing is expressly in lieu of all other warranties whatsoever, expressed, implied, and statubry,
including, without irritation, the implied warranties of mer hanfabily and fitness. Upon Customer's submission of a claim and is substanfiaton, Printer shall at its option
either (1) replace its product or work at either the original F.O.B. point of delivery or (2) refund an equilaabte portion of the purchase price as determined by Printer. Al
work performed wit be done doing normal working hours of normal working days. The foregoing is Printers only obligation and Customers my remedy for breach of
warranty, and except for gross regligences and wilful misconduct, the foregoing is Customers only remedy hereunder by way of breach of conked, tort, or otherwise. In
no event shalt Customer be entitled b incidental or consequential damages. Any acton for breach of this proposal must be commenced within two (2) yeas after the
cause of action has craned.
12. Tie and Risk of Loss: Title b produds which Printer sells to Customer shall pass to Cusbmer ups delivery of the products to Customer, or to a ranter consigned to
Customer, and Printer shall not be liable for loss of, delay In shipment or damage to any products after ille thereto has passed Printer, however, retains file for security
purposes only ban prde& unit paid for in hill in dish and miry, at Printers option, repossess the same from Customers default in payment hereunder and charge
Customer with any deficiency. f is expressly agreed that Printer shall not be held lade for loss or damage on account of delays due to strikes, was, fires, floods,
acddens, govenneNel a municipal laws, hies or regulatic s, acts of providence, its inability to secure specified materials, or other causes beyond Printers
reasonable anticipation or control
13. No obscene or legal literature win be printed by Printer under ids contract, nor shell Printer be liable for any damages wising out of viola8m of copyright laws or illegal
use of trade names or slogans. The Customer guarantees the legal propriety of all mailer submitted b Printer for pining and/or publkaion; and will defend and
indemnify Printer from and against lei dams and responsibility ring from the printing and/or publication of such matter, including the legal expenses and
disbursements named by Prider in connection therewith.
14. Unless otherwise specified,Printer shall use such style,type,s¢e and composition as,in is discretion,seems to be to the best interest of Customer.
15. Any and all m aing suss incurred by Fritter in the performance of the specifications hereinabove set forth shall be in adddon to the contract price herenehove set forth
and shai be at the then current rates die united States Postal Service and/or common carrier.
16. Taxes: Cusbmer shall pay al excise or odor taxes, if any, that may be levied an the products sold under the contract or upon or in connection with the sale or shipment
thereof.
17. Deivery Dales: Promised delivery dale is contingent upon Customers mcellg is established schedule responsibilities. Printr shall not be responsible for
consequential damages for late deiveries.
18. Prices quoted are based on straight time work. Overtime work cared by Customers faille b meet deadune, delay in hang in copy, plates, pool, or other material
necessary to=dab the work within the time spooled shal be charted for at anent overtime rates,over and above the price quoted herein.
19. Unless osherwse sated in waiting, ovemrs or underturs, not to exceed ten (10%) per ant of the amount ordered, shall constitute an acceptable delivery and the
excess or deficiency shal be charged or aedted to the customer Wgportonately.
20. Customer Furnished Materials: My work required an materials funded by the Customer, ndnding but not Whited to copy, medanicas, negative and positive film,
electrotypes, paper and plates, shall be performed at Customers risk and bled at current market rates. Responsibility for quality d material suppled wifi not be
assured by Printer when Customer furnished such material used in oroducton die prated order.
21. If it becomes necessary to institute suit in any cart of law to enforce any of the provisions of the quostice, including an action for collection or b enlace any of the
standard terns of sale,=toner agrees to prey al lewd expenses and dabursernas incurred by Printer in cannedion therewith.
22. In the event actual delvery extends beyond the date set forth on Printers acknowledgment of order entry, Printer shall have the further right to revise prices upon the
appicetan of a fradion, the numerator of which shell be the Consumer Price Index at the time of actual delivery and the decomrrebr of which shall be such index at the
proposed lime of delivery set forth by the Printer in his acknowledgment to customer of order entry.
Based on Trade Customs Adopted by Printing Industry of America,Inc. Page 2 of 2
PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes,
CONTRACTOR must keep and maintain this Agreement and any other
records associated therewith and that are associated with the
performance of the work described in the Proposal or Bid. Upon request
from the Village's custodian of public records,CONTRACTOR must provide
the Village with copies of requested records, or allow such records to be
inspected or copied, within a reasonable time in accordance with access
and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village,or fails to make them
available for inspection or copying, within a reasonable time may be
subject to attomey's fees and costs pursuant to Sec. 119.0701, Florida
Statutes,and other penalties under Sec. 119.10,Florida Statutes. Further,
CONTRACTOR shall ensure that any exempt or confidential records
associated with this Agreement or associated with the performance of the
work described in the Proposal or Bid are not disclosed except as
authorized by law for the duration of the Agreement term, and following
completion of the Agreement if the CONTRACTOR does not transfer the
records to the Village. Finally, upon completion of the Agreement,
CONTRACTOR shall transfer, at no cost to the Village,all public records in
possession of the CONTRACTOR, or keep and maintain public records
required by the Village. If the CONTRACTOR transfers all public records to
the Village upon completion of the Agreement, the CONTRACTOR shall
destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the CONTRACTOR
keeps and maintains public records upon completion of the Agreement,
the CONTRACTOR shall meet all applicable requirements for retaining
public records. Records that are stored electronically must be provided to
the VILLAGE, upon request from the Village's custodian of public records,
in a format that is compatible with the Village's information technology
systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE
VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT
(561) 768-0685, OR AT Imcwilliams@teauesta.orR, OR AT 345
TEQUESTA DRIVE,TEQUESTA, FLORIDA 33469.
Village of irequesta
345 Tequesta Drive ��`K°° T`o�F 561-768-0700
Tequesta, FL 33469 wwvv.tequesta.org
fn
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�f9CN C1)11! 4
Village Clerk's Office Memorandum
TO: Michael Couzzo,Village Manager
FROM: Lori McWilliams,Village Clerk
DATE: 7/11/17
SUBJECT: 2017/2018 TVEyes Renewal
The attached is a renewal agreement for public information office software TVEyes. TVEyes
monitors state,local, federal and world newscasts for specific terms (as set by the user) and sends a
copy of the newscast with noted terms.
6/16/2017—6/15/2018 COST- $1,200 (no increase from last year)
ACCOUNTS:
• 001-120-548.110—Marketing and Public Relations - $400.00
• 001-175-554.300—Police Subscriptions - $400.00
• 001-192-554.300—Fire Subscriptions -$400.00
Vice-Mayor Vince.-Arena Mayor Abby Brennan Council Member Tom Paterno
Council Member Steve Okun Council Member Frank D'Ambra
Village Manager Michael Couzzo
,./011131)mik-N, t vE y E
Quote#: Q-00709-2
Date: 6/1/2017 1:54 PM
Start Date: 6/16/2017
TVEyes Inc. End Date: 6/15/2018
1150 Post Rd
Fairfield,CT 06824
Phone:(203)254-3600 Ext.100
SHIP TO:
BILL TO: 345 Tequesta Dr
Lori McWilliams Tequesta,FL 33469-3062
Village of Tequesta USA
345 Tequesta Dr 5617680443
Tequesta,FL 33469-3062 Imcwilliams@tequesta.org
USA
SALESPERSON EXT EMAIL PAYMENT METHOD
Joe Tetreault x233 jetreault@tveyes.com Net 30
QTY PRODUCT DESCRIPTION LIST PRICE DISC EXTENDED
(%)
1.00 US National US Database Access-All 50 US States $3,000.000 73.33 $800.00
Capture
Database Access
4.00 National User Individual User Access License/Year-National $600.000 83.33 $400.00
Access License
(UAL)
TOTAL: $1,200.00
CURRENT USERS: The following emails have been designated by Client as authorized login accounts on the
system.
eyildiz@tequesta.org
Imcwilliams@tequesta.org
mcouzzo@tequesta.org
pallen@tequesta.org
Page 1 of 3
LICENSE AGREEMENT - TERMS & CONDITIONS
1. AGREEMENT TO PURCHASE. This Agreement is entered into as of the date executed by
TVEyes. Inc. ("Company" or"we") and the institution or organization identified on the Schedule
of Licenses and Fees attached hereto ("Client" or ''you"). We hereby agree to sell and you agree
to purchase the number of TVEyes- Media Monitoring seats as identified on such Schedule ("the
Licenses"). Client agrees to pay Company the fees and Company agrees to deliver the Licenses
as set forth in this Agreement. Client may purchase additional seats from time to time by executing
one or more supplemental Statement(s) of Licenses that will reference and be subject to the terms
and conditions of this Agreement.
2. TERM. The term of this Agreement shall commence on the date executed by Company and
extend for the period of time listed as length of term above. TVEyes reserves the right to change the
fees associated with this Agreement at the conclusion of each Term.
3. OWNERSHIP AND COPYRIGHT. Company and its third party providers shall retain ownership
of all rights in and to the Licenses. Client may not copy, license, sell, resell, transfer, distribute or
otherwise exploit any of the foregoing and will use its best efforts to stop any unauthorized use
thereof. The data provided is from proprietary sources and may be utilized for Client's internal
research and analysis purposes only.
1. CONFIDENTIALITY. The parties agree that the terms of this PgiFeeeFient 44.1 gemain
/1
fight-te-incude-OtientL;-nane-.i #s pramotionaLmateriaL(P g , riiPnt lists)
5. LIMITATION OF LIABILITY. Neither party shall be liable to the other party for any loss of profit
or other commercial injury, or any special incident, punitive or consequential damages under
any cause of action arising out of or relating to this agreement, even if advised in advance of the
possibility of such damages.
6. ASSIGNMENT. The Client may not assign the license(s) granted under this Agreement without
the prior written consent of TVEyes.
7. RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement shall be deemed to
create or constitute a partnership, joint venture, or relationship of principal and agent between the
parties.
8. ENTIRE AGREEMENT. This Agreement, consisting of Schedule of Licenses and Fees and
Terms and Conditions sets forth the entire agreement between the parties and supersedes any
and all previous oral or written agreements or understandings between the parties. This Agreement
may not be changed, modified or discharged, in whole or in part, except by a writing signed by both
parties.
9 Is VOIg RENEWAL. Seer prided roalbOthie a rgneegielhtashailrbuprovidiadifor-the term of the
�, agreement. The services will automatically renew for a to i of the same length unless (i) You
provide TVEyes with written notice no later than sixtyg6 days prior to the end of the term of your
intention not to renew the service, or (ii) TVEyes provides you wi h written notice no later than sixty
(60) days prior to the end of term of its intention not to renew t agreement. TVEyes reserves the
right to increase service fees during any renewal term by up 8% above the applicable pricing in
the prior term. VOID: 9. IS VOID FOR ALL PARTS pj
10. INTEGRATION. TVEyes may, at the request of the c'ent, provide integration to a third-party
platform. This will include only search results. This integ ation will be available only to customers
who maintain a contractual relationship with TVEyes. Further, TVEyes is not responsible for the
claims made by third-party service providers related to the utilization of TVEyes, its services or its
capture network.
Customer Acknowledgement (Initial
Page 2of3
An Invoice will be sent to the person or persons designated below upon execution of this Agreement,
and except as expressly set out in this Agreement, will be due and payable in full to TVEyes per
the terms above. A late payment fee of 1.5% per month will be applied to all past due balances.
TVEyes reserves the right to terminate services if payment of the invoice amount is not received. The
client shall have 5 days from the Delivery date within which to notify Company of any material non-
conformity of the Licenses. Failure to timely respond shall beseemed acceptance.
Customer Acknowledgement (Initi
Agreement Acceptance:
The authorized signatories below, on behalf of their respective organizations, agree to the pricing and
other terms outlined herein. This Schedule of Licenses and Fees and list of Terms and Conditions
shall be collectively referred to as the "Agreement". All notices or other communications required or
permitted under this Agreement shall be forwarded to the individuals named below.
[Client] V llQgt c4- Te u [Company] TVEyes, Inc.
Authorized Authorized J earta
Signature: Signature: Larry Gallo svP sales
Name/Title: (Yli Mickel Cot.t.wL-0 Name/Title:
Date: -1-l®-11 Date: 7/7/2017
Mailing 34S Telt)esti, Mailing TVEyes Inc.
Address: Tel064(4/ F1.- 3310,1 Address: 1150 Post Rd.
Fairfield, CT 06824
(.203)254-3600
Fax: Fax: (203)254-3605
Email: Imu i [liQmS ti) 44,304+4.01 Email: lgallo@tveyes.com
Page 3 of 3
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Company Name: V R alas t D-( 1 ei japz.
Address: 34s- Tettw-4 Dr. � I2.fuesirt FL 33Yc f
Billing Contact Name: 1--Vr1 ► ' 1 t,W j I Ianti
Email Address: I rh ) (�t 4rn4 ® +e$uesket .D 1
Phone#: Cj�A (— �tod'` D44'3
Credit Card#: - - -
Type: Master Card Visa American Express
Expiration Date:
Security Code:
Amount: $
Invoice#
TVEycs Inc. 1150 Post Road Fairfield.CT 06823 USA
203-254-3600 Phone 203-254-3605 Fax