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HomeMy Public PortalAbout2023 Sales Order A C H I E V E I T SALES ORDER P R E P A R E D F O R Village of Key Biscayne, FL DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R SALES ORDER VILLAGE OF KEY BISCAYNE, FL VILLAGE NOTICE ADDRESS VILLAGE BILLING INFORMATION Steve Williamson 88 West McIntyre Street Key Biscayne, Florida 33149 88 West McIntyre Street Key Biscayne, Florida 33149 Billing Contact: Billing Email: Billing Phone: This Sales Order (“Order”) details products and services to be provided for Village of Key Biscayne, FL (“Village”) located at the Village Billing address above, by AchieveIt Online, LLC. (“AchieveIt”), collectively known as the “Parties”. Except as expressly stated in this Order, all products and services included in this Order are subject to the attached AchieveIt Terms & Conditions (“Agreement”), executed between the Parties as of the date signed by the Village below. 1. TERM This Order is effective upon the date of the last signature below (the ‘Effective Date’).The initial term of this Order shall be one (1) year with two, one-year renewable options commencing upon the Effective Date and shall thereafter automatically renew in accordance with the terms set forth in the Agreement. DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 305-365-8903 Lili Galeano payables@keybiscayne.fl.gov A C H I E V E I T S A L E S O R D E R 2. SERVICES AND FEES All fees associated with this Sales Order shall be invoiced in accordance with the schedule below and payment terms shall be in accordance with the Agreement. BASE YEAR NAME TYPE QTY PRICE TOTAL Implementation + Onsite Kickoff Implementation services including onsite kickoff day, trainings, and up to 10 plan loads One-Time 1 $0.00 $0.00 Plus Plan - Full Access User License Any user with Full Access permissions to the AchieveIt 'Plus' platform Annual 20 $1,080.00 $21,600.00 Plus Plan - Software & Support Includes the AchieveIt platform 'Plus Plan' features and services Annual 1 $0.00 $0.00 Total $21,600.00 DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R OPTION YEAR 1 NAME TYPE QTY PRICE TOTAL Plus Plan - Full Access User License Any user with Full Access permissions to the AchieveIt 'Plus' platform Annual 20 $1,080.00 $21,600.00 Plus Plan - Software & Support Includes the AchieveIt platform 'Plus Plan' features and services Annual 1 $0.00 $0.00 Total $21,600.00 OPTION YEAR 2 NAME TYPE QTY PRICE TOTAL Plus Plan - Full Access User License Any user with Full Access permissions to the AchieveIt 'Plus' platform Annual 20 $1,080.00 $21,600.00 Plus Plan - Software & Support Includes the AchieveIt platform 'Plus Plan' features and services Annual 1 $0.00 $0.00 Total $21,600.00 DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R OPTION YEAR 3 NAME TYPE QTY PRICE TOTAL Plus Plan - Full Access User License Any user with Full Access permissions to the AchieveIt 'Plus' platform Annual 20 $1,080.00 $21,600.00 Plus Plan - Software & Support Includes the AchieveIt platform 'Plus Plan' features and services Annual 1 $0.00 $0.00 Total $21,600.00 The number of Users is as specified above. Each User is required to have a distinct user identification and password to the service. See more detailed usage rules in the Agreement. Additional Users requires additional license fees at current price list. Amounts stated on this Order exclude any applicable taxes, duties, shipping or other third-party fees and/or taxes. 3. VILLAGE INVOICE PROCESSING REQUIREMENTS Should Village’s internal purchasing process require the use of a portal and / or a purchase order (PO) number for invoice payment processing, Village will provide the appropriate information below or within fifteen (15) business days of date of Order Execution. Village acknowledges that such requirements are to accommodate Village’s internal process only and do not add to / change the terms and conditions in the Agreement between AchieveIt and Village. Please complete for AchieveIt Billing: Do you require a PO for Invoice processing? Yes DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R In Witness Whereof, the Parties hereto have caused this Sales Order to be approved by their duly authorized representatives as of the date(s) indicated below. AchieveIt Online, LLC Village of Key Biscayne, FL By: Robert J. Walton By: Steve Williamson Title: Chief Revenue Officer Title: Village Manager Date: Date: Signature: Signature: DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 9/14/2023 9/14/2023 A C H I E V E I T S A L E S O R D E R Term & Conditions AchieveIt Online, LLC (“AchieveIt”) and Village of Key Biscayne, FL (“Village”) enter into the terms and conditions set forth below (“Terms”) as of the ________ day of __________, , regarding the products and services identified on any sales order (“Sales Order”). The Terms and the Sales Order are hereby collectively referred to as the “Agreement”.In consideration of the premises and of the mutual covenants and obligations hereafter set forth, the parties agree as set forth below. PLEASE READ THESE SUBSCRIPTION TERMS CAREFULLY AND PRINT A COPY FOR CLIENT’S RECORDS. 1. SERVICES: AchieveIt agrees to provide the services set forth on the Sales Order to Village, which Services may include AchieveIt’s proprietary software that is described on the Sales Order that is made available by AchieveIt online via a URL as well as implementation, consulting or support services (the “Services”) solely for Village’s own internal business purposes subject to the terms of this Agreement. All rights not expressly granted to Village are reserved by AchieveIt and its licensors. The Services may be utilized by the number of Users set forth on a Sales Order. “Users” means a designated individual that cannot be shared by more than one individual but can be transferred or reassigned to a new designated individual replacing a former individual no longer using the Services. 2. RESTRICTIONS; OWNERSHIP: Village is permitted to store, manipulate, analyze, reformat, print, and display the content, data and information included as part of the Services (“Content”) only for Village’s internal business use. Unauthorized use, resale, or commercial exploitation of the Services or the Content in any way is expressly prohibited. Village agrees not to reverse engineer the Services or Content, or access the Services or Content in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of the Services, or (iii) copy any ideas, features, functions, or graphics of the Services or Content. Village shall not copy, license, sell, transfer, make available, distribute, or assign the Services, this Agreement or the Content to any third‐party. Village shall not create Internet “links” to the Services or “frame” or “mirror” any Content contained on, or accessible from, the Services on any other server or Internet‐based device. AchieveIt alone (and its licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Services, Content, and any suggestions, ideas, enhancement requests, DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R feedback, or other information provided by Village relating to the Services. The AchieveIt name and logo are trademarks of AchieveIt, and no right or license is granted to use them. 3. FEES; EXPENSES; LATE PAYMENT; BILLING: The usage fees, as well as any other up‐front fee, are detailed on the Sales Order, exclusive of all taxes and begin on the date of Village’s acceptance of this Agreement. Payment is due within 30 days after the date of the invoice. AchieveIt charges and collects in advance for the use of the Services, payable annually by check or credit card. Village will be invoiced and billed upon each renewal of the Agreement. Payments shall be made in US dollars. 4. TERM; TERMINATION: Unless earlier terminated as set forth below, the term of this Agreement shall continue for the “Initial Term” set forth on the Sales Order. The Agreement will renew for the same duration or time period as the “Initial Term” upon written confirmation by the Village and AchieveIt. The Village may terminate this Agreement for convenience by providing 30 days’ written notice. In the event of a termination for convenience, Village shall be entitled to a prorated refund. Either party may terminate this Agreement for cause upon 60 days’ written notice upon the material breach of this Agreement by the other party if such breach or violation is not cured during such notice period. Upon expiration or termination of the Agreement, all rights to access or use the Services terminate, and, so long as Village is not in breach of this Agreement and subject to the requirements of Chapter 119, Florida Statutes, AchieveIt will make available to Village a file of the Village Data within 30 days of termination notice if Village so requests. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement. 5. PRIVACY; SECURITY: The privacy policy applicable to the Services can be found online at www.AchieveIt.com and is hereby incorporated into this Agreement by reference. AchieveIt reserves the right to modify this privacy policy in its reasonable discretion from time to time. AchieveIt shall use reasonable measures available to protect the security of Village’s data, including data encryption and virus protection, but does not warrant or guarantee that the Services are free from the vulnerability of Internet attacks. 6. CONFIDENTIAL INFORMATION: Subject to the requirements of Chapter 119, Florida Statutes the parties agree as follows: 6.1. Each party may disclose to the other party certain Trade Secrets and Confidential Information of such party or of such party’s associated companies, distributors, licensors, suppliers, or customers. For purposes of this Agreement, “Trade Secrets” means information that is a trade secret under law; “Confidential Information” means information, other than Trade Secrets, that is of value to its owner and is treated as confidential; “Proprietary Information” means Trade Secrets and Confidential Information; the “Disclosing Party” refers to the party disclosing Proprietary Information hereunder, whether such disclosure is directly from Disclosing Party or through DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R Disclosing Party’s employees or agents; and “Recipient” refers to the party receiving any Proprietary Information hereunder, whether such disclosure is received directly or through Recipient’s employees, providers or agents. Recipient agrees to hold the Proprietary Information disclosed by Disclosing Party in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information disclosed by Disclosing Party to any third party, or utilize the Proprietary Information disclosed by Disclosing Party for any purpose whatsoever other than as expressly contemplated by this Agreement. Village acknowledges that the Services and Content are the Proprietary Information of AchieveIt or its licensors and other providers. The obligations in this Section shall continue for so long as such information constitutes Proprietary Information. The foregoing obligations shall not apply if and to the extent that Recipient establishes that the information communicated was publicly known at the time of Recipient’s receipt or has become publicly known other than by a breach of this Agreement. Village acknowledges and agrees that AchieveIt may have to provide Village’s Proprietary Information or other data or information if AchieveIt or its licensors or providers are ordered by an administrative agency or other governmental body of competent jurisdiction to disclose such information. 7. NO BUSINESS ASSOCIATE RELATIONSHIP: Village represents and warrants that it will not provide AchieveIt with any Protected Health Information (“PHI”) as that term is defined under the Health Insurance Portability and Accountability Act and regulations promulgated thereunder (“HIPAA”). Because AchieveIt does not receive or process any PHI in the normal course of business in providing the Services to Village or any of AchieveIt’s customers generally, AchieveIt is not a Business Associate under HIPAA. 8. ACCOUNT INFORMATION AND DATA: All data submitted by the Village to AchieveIt (“Village Data”), whether posted by Village or by third parties, shall remain the sole property of Village or such third parties, as applicable, unless specifically notified in advance. Village grants to AchieveIt the non‐ exclusive, worldwide, right to use, copy, store, transmit and display Village Data solely to the extent necessary to provide the Services. The Village, not AchieveIt, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Village Data, and AchieveIt shall not be responsible or liable for any action taken by the Village that results in the deletion, correction, destruction, damage, loss, or failure to store any data. 9. USER MANAGEMENT: Users will be required to use login information to access the Services and comply with this Agreement. Village will manage and administer the login information for its designated Users. Village is responsible for all uses of the login information and all actions of any individual using login information, including without limitation any breach by Village or Users of the terms and conditions of this Agreement. Village will: (1) protect the confidentiality of all login information, and (2) DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R notify AchieveIt of any breach of the confidentiality of any login information. Village will not provide login information to any person that is not authorized to access and use the Services. 10. INDEMNIFICATION: 10.1. AchieveIt shall indemnify and hold harmless the Village, its officers, agents and employees, from and against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or damages, arising from AchieveIt’s performance or non-performance of any provision of this Agreement, including, but not limited to, liabilities arising from contracts between the AchieveIt and third parties made pursuant to this Agreement. AchieveIt shall reimburse the Village for all its expenses including reasonable attorneys’ fees and costs incurred in and about the defense of any such claim or investigation and for any judgment or damages arising from AchieveIt’s performance or non-performance of this Agreement. 10.2. Nothing herein is intended to serve as a waiver of sovereign immunity by the Village nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this Agreement or any other contract. The Village is subject to section 768.28, Florida Statutes, as may be amended from time to time. 10.3. The provisions of this section shall survive termination of this Agreement. 11. WARRANTY: AchieveIt warrants that the Services will perform substantially in accordance with its existing user guides with a minimum of 98% uptime availability (except for regularly scheduled and emergency maintenance). 12. OMITTED. 13. GENERAL: Village agrees to provide AchieveIt with complete and accurate billing and contact information on the Sales Order. Village agrees to update this information within 30 days of any change to it. This Agreement shall be governed by Florida law, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida. No text or information set forth on any other purchase order, preprinted form, or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Village and AchieveIt as a result of this agreement or use of the Services. The failure of AchieveIt to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by AchieveIt in writing. This Agreement comprises the entire agreement between Village and AchieveIt and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein or to existing services or licenses that were previously purchased by Village from AchieveIt, DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R including without limitation the terms of request for proposal or AchieveIt’s response thereto or any agreement between the parties for existing services.Village will not assign or transfer this Agreement, by operation of law or change in control or otherwise, without AchieveIt’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and assigns. A Sales Order may be executed in any number or counterparts, each of which shall be deemed a part of the same original. 14. INDEPENDENT CONTRACTOR: AchieveIt and its employees, volunteers and agents shall be and remain an independent contractor and not an agent or employee of the Village with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking, enterprise or venture between the parties. 15. PUBLIC RECORDS: 15.1. AchieveIt acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, compiled information, and all similar or related information (whether patentable or not) which relate to Services to the Village which are conceived, developed or made by AchieveIt during the term of this Agreement (“Work Product”) belong to the Village. AchieveIt shall promptly disclose such Work Product to the Village and perform all actions reasonably requested by the Village (whether during or after the term of this Agreement) to establish and confirm such ownership (including, without limitation, assignments, powers of attorney and other instruments). 15.2. AchieveIt agrees to keep and maintain public records in AchieveIt’s possession or control in connection with AchieveIt’s performance under this Agreement. The Village Manager or her designee shall, during the term of this Agreement and for a period of three (3) years from the date of termination of this Agreement, have access to and the right to examine and audit any records of the AchieveIt involving transactions related to this Agreement. AchieveIt additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. AchieveIt shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the Village. 15.3. Upon request from the Village’s custodian of public records, AchieveIt shall provide the Village with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. 15.4. Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the Village. 15.5. Upon completion of this Agreement or in the event of termination by either party, any and all public records relating to the Agreement in the possession of the AchieveIt shall be delivered by the AchieveIt to the Village Manager, at no cost to the Village, within seven (7) days. All such records stored electronically by AchieveIt shall be delivered to the Village in a format that is compatible with DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R the Village’s information technology systems. Once the public records have been delivered upon completion or termination of this Agreement, the AchieveIt shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 15.6. Any compensation due to AchieveIt shall be withheld until all records are received as provided herein. 15.7. AchieveIt’s failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the Village. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF THE ACHIEVEIT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ACHIEVEIT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: Jocelyn B. Koch Mailing address: 88 West McIntyre Street Key Biscayne, FL 33149 Telephone number: 305-365-5506 Email: jkoch@keybiscayne.fl.gov 16. INSURANCE: 16.1. AchieveIt shall secure and maintain throughout the duration of this agreement insurance of such types and in such amounts not less than those specified below as satisfactory to Village, naming the Village as an Additional Insured, underwritten by a firm rated A-X or better by A.M. Best and qualified to do business in the State of Florida. The insurance coverage shall be primary insurance with respect to the Village, its officials, employees, agents, and volunteers naming the Village as additional insured. Any insurance maintained by the Village shall be in excess of the AchieveIt’s insurance and shall not contribute to the AchieveIt’s insurance. The insurance coverages shall include at a minimum the amounts set forth in this section and may be increased by the Village as it deems necessary or prudent. 16.1.1. Commercial General Liability coverage with limits of liability of not less than a $1,000,000 per Occurrence combined single limit for Bodily Injury and Property Damage. This Liability Insurance shall also include Completed Operations and Product Liability coverages and eliminate the exclusion with respect to property under the care, custody and control of AchieveIt. The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2,000,000 each. 16.1.2. Workers Compensation and Employer’s Liability insurance, to apply for all employees for statutory limits as required by applicable State and Federal laws. The policy(ies) must include Employer’s Liability with minimum limits of $1,000,000.00 each DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R accident. No employee, subcontractor or agent of the AchieveIt shall be allowed to provide Services pursuant to this Agreement who is not covered by Worker’s Compensation insurance. 16.1.3. Business Automobile Liability with minimum limits of $1,000,000 per occurrence, combined single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired, and Non-Owned Vehicles. 16.1.4. Cyber Liability Insurance in an amount of not less than Two Million Dollars ($2,000,000.00) per occurrence, single limit. 16.2. Certificate of Insurance. Certificates of Insurance shall be provided to the Village, reflecting the Village as an Additional Insured (except with respect to Professional Liability Insurance and Worker’s Compensation Insurance), no later than ten (10) days after award of this Agreement and prior to the execution of this Agreement by Village and prior to commencing Services. Each certificate shall include no less than (30) thirty-day advance written notice to Village prior to cancellation, termination, or material alteration of said policies or insurance. The AchieveIt shall be responsible for assuring that the insurance certificates required by this Section remain in full force and effect for the duration of this Agreement, including any extensions or renewals that may be granted by the Village. The Certificates of Insurance shall not only name the types of policy(ies) provided, but also shall refer specifically to this Agreement and shall state that such insurance is as required by this Agreement. The Village reserves the right to inspect and return a certified copy of such policies, upon written request by the Village. If a policy is due to expire prior to the completion of the Services, renewal Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date of their policy expiration. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days’ written notice shall be provided to the Village before any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of the Village. 16.3. Additional Insured. Except with respect to Professional Liability Insurance and Worker’s Compensation Insurance, the Village is to be specifically included as an Additional Insured for the liability of the Village resulting from Services performed by or on behalf of the AchieveIt in performance of this Agreement. The AchieveIt’s insurance, including that applicable to the Village as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the Village shall be in excess of and shall not contribute to the AchieveIt’s insurance. The AchieveIt’s insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each. 16.4. Deductibles. All deductibles or self-insured retentions must be declared to and be reasonably approved by the Village. The AchieveIt shall be responsible for the payment of any deductible or self-insured retentions in the event of any claim. 16.5. The provisions of this section shall survive termination of this Agreement. 17. E-VERIFY AFFIDAVIT: In accordance with Section 448.095, Florida Statutes, the Village requires AchieveIt to register with and use the E-Verify system to verify the work authorization status of all newly hired employees. The Village will not enter into a contract unless each party to the contract registers with and uses the E-Verify system. AchieveIt must provide of its proof of enrollment in E-Verify. For DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 A C H I E V E I T S A L E S O R D E R instructions on how to provide proof of the contracting entity’s participation/enrollment in E-Verify, please visit: https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment-in-e- verify. By entering into this Agreement, the AchieveIt acknowledges that it has read Section 448.095, Florida Statutes; will comply with the E-Verify requirements imposed by Section 448.095, Florida Statutes, including but not limited to obtaining E-Verify affidavits from subcontractors; and has executed the required affidavit attached hereto and incorporated herein. 18. NOTICES: All notices or other communications which may be required by either party to the other party pursuant to this Agreement shall be in writing and shall be hand delivered (including delivery by courier so long as a receipt or confirmation of delivery is obtained), sent by recognized overnight delivery service (such as FedEx® or UPS®), or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid. Village’s initial notice address is the billing address set forth in the Sales Order. AchieveIt’s notice address is as follows: Chief Executive Officer / Chief Revenue Officer AchieveIt Online, LLC 6595 Roswell Rd, Suite G2155 Atlanta, GA 30328 Each notice which shall be mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee, or at such time as delivery is refused by the addressee upon presentation; provided, however, that notices sent by mail shall be deemed received on the third business day following the date such notice is deposited in the mail. In Witness Whereof, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date(s) indicated below. AchieveIt Online, LLC Village of Key Biscayne, FL By: Robert J. Walton By: Steve Williamson Title: Chief Revenue Officer Title: Village Manager Date: Date: Signature: Signature: DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2 9/14/2023 9/14/2023 A C H I E V E I T S A L E S O R D E R DocuSign Envelope ID: 876FE5F9-5817-4BBF-BA8F-571BA9C6EDD2