Loading...
HomeMy WebLinkAboutAgreement_General_4/14/2020_Orange Lien Service Agreement This Agreement ("Agreement") to Provide Services is made by and between ORANGE LIEN Data, LLC, ("ORANGE LIEN"), 424 E. Central Blvd, #376, Orlando, FL 32801 and Village of Tequesta ("The Village"), 345 Tequesta Drive,Tequesta,FL (address). ORANGE LIEN and The Village may also be referred to in the singular as "Party" and in the Plural as "Parties". RECITALS WHEREAS, The Village desires to retain ORANGE LIEN to perform the Services described herein; WHEREAS, ORANGE LIEN desires to provide the services described herein and agrees to do so under the terms and conditions set forth in this Agreement; NOW,THEREFORE, for good and valuable consideration, the Parties agree as follows: DEFINITIONS Date of execution: Shall mean the date on which this Agreement is signed by the last Party as indicted on the signature page of this Agreement. Days: Shall mean calendar days unless otherwise specified_ Section I PROFESSIONAL SERVICES The Parties agree to perform the Services described below in accordance with the specifications, terms, and conditions, including compensation and expenses, set forth herein. Services: ORANGE LIEN shall respond to requests for information from third-party organizations for information on behalf of The Village. The Village will automatically provide information on debts owed the Village for code enforcement, whether a lien has been filed or not, utility and permit fees and any other debt owed the Village from its constituents, on a weekly basis. Section II ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns provided that it may not be assigned by either Party without consent of the other Party and that consent shall not be reasonably withheld. It is expressly intended and agreed ORANGE LIEN'S INITIALS THE CITY'S INITIAL Page 1 of 9 that no third-party beneficiaries are created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. Section III PAYMENTS Payment for the Services shall be paid by the requesting third-party organization directly to ORANGE LIEN. The Village is not responsible for payment of the Service Fee. Any invoice not paid within thirty (30) days shall be deemed past due and subject to interest at 1.5% per month. The parties agree that this late charge is a reasonable estimate of the damage ORANGE LIEN will incur if amounts due are not paid on time. Fees shall be $120 per Lien Search Report and can be modified at the discretion of the Village. The total Service Fee for ORANGE LIEN shall be$12.50 per Lien Search Report generated by ORANGE LIEN. ORANGE LIEN will collect the entire lien search fee on behalf of the Village and will retain $12.50 as payment for producing report. The remainder shall be remitted to the Village. The total contract price for the Services shall be $12.50 per report completed by ORANGE LIEN to be paid either by The Village or by the requesting entity as determined by The Village, or according to an agreement between ORANGE LIEN and The Village, to be set forth on the last page of this Agreement. Payment upon ordering is required for all third-party requestors except those whose credit has been established with ORANGE LIEN. Any invoice not paid within thirty (30) days shall be deemed past due and subject to interest at 1.5% per month. The parties agree that this late charge is a reasonable estimate of the damage ORANGE LIEN will incur if amounts due are not paid on time. Section IV LITIGATION If ORANGE LIEN is requested to produce documents, witnesses, or general assistance pursuant to litigation, arbitration, or mediation in support of The Village, and to which ORANGE LIEN is not an adverse party, The Village shall reimburse ORANGE LIEN for all direct expenses and time in accordance with ORANGE LIEN's current Rate Schedule. Section V PERFORMANCE WARRANTY AND REMEDY ORANGE LIEN warrants that all Services provided hereunder will conform to the requirements set forth by The Village and will be performed consistent with generally prevailing professional and industry standards. The Village must notify ORANGE LIEN in writing of any deficiencies under this section within thirty (30) days of discovering the deficiency. Section VI DISCLAIMER AND LIMITATIONS OF LIABILITY With the exception of the express warranties in this Agreement, ORANGE LIEN makes NO OTHER WARRANTY, EXPLESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ORANGE LIEN'S INITIALS THE CITY'S INITIAL Page 2 of 9 ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Section VII INTELLECTUAL PROPERTY All rights to patents, trademarks, copyrights, and trade secrets owned by ORANGE LIEN remain the property of ORANGE LIEN. ORANGE LIEN does not grant The Village any right or license to any such intellectual property. Section VIII CONFIDENTIALITY ORANGE LIEN shall use reasonable efforts to keep confidential all data and information which is marked confidential and furnished to ORANGE LIEN by The Village under this Agreement. Section IX INDEMNIFICATION ORANGE LIEN will indemnify The Village for all loses due to errors committed by ORANGE LIEN that are transmitted to third-parties when ORANGE LIEN received accurate information from The Village to create reports. The Village will indemnify ORANGE LIEN for any losses due to incorrect information provided by The Village to ORANGE LIEN. Notwithstanding anything to the contrary contained in this Agreement, the Village's obligation to indemnify Orange Lien is limited to the amounts set forth in Sec. 768.28, Florida Statutes, including limits on attorney's fees and prohibitions on pre- judgment interest and punitive damages. Nothing contained in this Agreement shall be construed as a waiver of the Village's sovereign immunity beyond the limits set forth at Sec. 768.28, Florida Statutes, or as consent by the Village to be sued by third parties. Section X FORCE MAJEUR ORANGE LIEN shall not be liable for delay in delivery or performance of Services and is excused from any failure to perform due to causes beyond its reasonable control. Section XI ENTIRE AGREEMNT This Agreement shall constitute the entire agreement between the Parties and any prior understanding or representation of any kind proceeding the date of this Agreement shall not be binding upon either Party except to the extent incorporated herein. Section XII DELIVERY OF COMMUNICATIONS ORANGE LIEN'S INITIALS THE CITY'S INITIALS Page 3 of All notices and other communications required by this Agreement shall be writing and shall be delivered either by personal delivery, by mail, or e-mail. If delivered by mail,notices shall be sent by Express Mail or by certified or registered mail, return receipt requested, with postage and charges prepaid. Electronic mail is an acceptable means of communication and all e-mail communications shall be sent to the e-mail addresses below. All notices and other written communications under this Agreement shall be addressed as indicated below, or as specified by subsequent written notice delivered by the party whose address has changed. ORANGE LIEN Data, LLC The Village 424 E. Central Blvd., #376 Name: Orlando, FL 32801 Address: ATTN: Stewart Holley ATTN. Email: infoiAOrangelien.com Email: Section XIII DISPUTE RESOLUTION Parties'Good Faith Attempt to Resolve Disputes. The Parties agree that every dispute or difference between them arising under this Agreement, including a failure to reach a decision as described in this Agreement, shall be settled first by a meeting of the Parties attempting to confer and resolve the dispute in a good faith manner. Section XIV GOVERNING LAW & JURISDICTION This Agreement shall be governed in accordance with the laws of the State of Florida, County of Palm Beach. Each Party (a) consents to the exclusive jurisdiction and venue of the state courts located in Palm Beach County, Florida; (b) waives any objection it might have to jurisdiction or venue of such forum or that the forum is inconvenient; and(c) agrees not to bring any such action in any other jurisdiction or venue to which either Party might be entitled by domicile or otherwise. Section XV ATTORNEY'S FEES AND COSTS The prevailing Party shall have the right to collect from the other Party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement. Section XVI TERM OF AGREEMENT This Agreement is effective from the date of execution for a period of three (3) years unless terminated by the Parties as allowable hereunder. The Village has the option of extending the contract for up to two(2)additional years at its sole discretion with written notice. This Agreement ORANGE LIEN'S INITIALS THE CITY'S INITIALS Page 4 of 9 will automatically renew for an additional two(2)years if Agreement is not terminated per Section XVII of this Agreement. Section XVII TERMINATION This Agreement may be terminated by either party on not less than thirty (30) days' prior written notice before the expiration of the original term. In the event of such termination,ORANGE LIEN retains the right to pursue payment for all reports from The Village or the third-party requestors. This Agreement may be terminated by written notice by either Party for material breach of this Agreement, provided the terminating Party has given the breaching Party at least fourteen (14) days written notice of, and opportunity to cure such breach. Termination for breach does not constitute waiver of any other rights or remedies that non-breaching party may have for breach of this Agreement Section XVIII ADDITIONAL TERMS See Attached Public Record Addendum Section XIX MISCELLANEOUS a) The captions of each paragraph of this Agreement are inserted solely for the reader's convenience and are not to be constructed as part of this Agreement. b) If any provision in this Agreement is determined by a competent authority to be unenforceable,all other provisions of this Agreement shall continue in full force and effect. Similarly, if any provision is determined to be unenforceable due to terms exceeding that which is allowable under the law, that provision shall be enforced to the fullest extent allowable under the law. c) The failure of either Party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be constructed as waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no forbearance or waiver occurred. d) ORANGE LIEN is an independent contractor, and neither ORANGE LIEN nor ORANGE LIEN's staff shall be deemed employees of The Village. ORANGE LIEN'S INITIALS THE CITY'S INITIAL ' Page 5 of 9 6JO 9 OSLd MU NI SIA.LID a-I.L S'IVUINI S1NaPI HONV2IC) "INV'IEI 11371 X'I'IKNOIJLM3.LNI SI HOW SIH,L 90 ISaN MU This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Digital or electronic signatures shall have the same force and effect as an original. The parties to this Agreement have caused it to be executed on the date indicated below. Stewart Holley ORANGE LIEN Data, LLC Date: NpVe Name: V.V o 3noy--% -.. —v.1,l,.4 l Pi l aw aw ORANGE LIEN'S INITIALS THE CITY'S INITIALS Page 7 of 9 Public Record Addendum 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 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) 768-0440, OR AT lmcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions,authority,and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors ORANGE LIEN'S INITIALS THE CITY'S INITIAL Page 8 of and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. "The Village ofTequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990("ADA") by ensuring that the Contractor's [agreement/bid documents and specifications] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("W3C"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/." ORANGE LIEN'S INITIALS THE CITY'S MTIAL &— Page 9 of 9 Service Agreement This Agreement ("Agreement") to Provide Services is made by and between ORANGE LIEN Data, LLC, ("ORANGE LIEN"), 424 E. Central Blvd, #376, Orlando, FL 32801 and ("The Village"), (address). ORANGE LIEN and The Village may also be referred to in the singular as "Party" and in the Plural as "Parties". RECITALS WHEREAS, The Village desires to retain ORANGE LIEN to perform the Services described herein; WHEREAS, ORANGE LIEN desires to provide the services described herein and agrees to do so under the terms and conditions set forth in this Agreement; NOW,THEREFORE, for good and valuable consideration,the Parties agree as follows: DEFINITIONS Date of execution: Shall mean the date on which this Agreement is signed by the last Party as indicted on the signature page of this Agreement. Days: Shall mean calendar days unless otherwise specified. Section I PROFESSIONAL SERVICES The Parties agree to perform the Services described below in accordance with the specifications, terms, and conditions, including compensation and expenses, set forth herein. Services: ORANGE LIEN shall respond to requests for information from third-party organizations for information on behalf of The Village. The Village will automatically provide information on debts owed the Village for code enforcement, whether a lien has been filed or not, utility and permit fees and any other debt owed the Village from its constituents, on a weekly basis. Section II ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns provided that it may not be assigned by either Party without consent of the other Party and that consent shall not be reasonably withheld. It is expressly intended and agreed ORANGE LIEN'S INITIALS THE CITY'S INITIAL Page 1 of 9 that no third-parry beneficiaries are created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. Section III PAYMENTS Payment for the Services shall be paid by the requesting third-parry organization directly to ORANGE LIEN. The Village is not responsible for payment of the Service Fee. Any invoice not paid within thirty (30) days shall be deemed past due and subject to interest at 1.5% per month. The parties agree that this late charge is a reasonable estimate of the damage ORANGE LIEN will incur if amounts due are not paid on time. Fees shall be $120 per Lien Search Report and can be modified at the discretion of the Village. The total Service Fee for ORANGE LIEN shall be$12.50 per Lien Search Report generated by ORANGE LIEN. ORANGE LIEN will collect the entire lien search fee on behalf of the Village and will retain $12.50 as payment for producing report. The remainder shall be remitted to the Village. The total contract price for the Services shall be $12.50 per report completed by ORANGE LIEN to be paid either by The Village or by the requesting entity as determined by The Village, or according to an agreement between ORANGE LIEN and The Village, to be set forth on the last page of this Agreement. Payment upon ordering is required for all third-party requestors except those whose credit has been established with ORANGE LIEN.Any invoice not paid within thirty (30) days shall be deemed past due and subject to interest at 1.5% per month. The parties agree that this late charge is a reasonable estimate of the damage ORANGE LIEN will incur if amounts due are not paid on time. Section IV LITIGATION If ORANGE LIEN is requested to produce documents, witnesses, or general assistance pursuant to litigation, arbitration,or mediation in support of The Village, and to which ORANGE LIEN is not an adverse parry,The Village shall reimburse ORANGE LIEN for all direct expenses and time in accordance with ORANGE LIEN's current Rate Schedule. Section V PERFORMANCE WARRANTY AND REMEDY ORANGE LIEN warrants that all Services provided hereunder will conform to the requirements set forth by The Village and will be performed consistent with generally prevailing professional and industry standards. The Village must notify ORANGE LIEN in writing of any deficiencies under this section within thirty (30) days of discovering the deficiency. Section VI DISCLAIMER AND LIMITATIONS OF LIABILITY With the exception of the express warranties in this Agreement, ORANGE LIEN makes NO OTHER WARRANTY, EXPLESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ORANGE LIEN'S INITIALS THE CITY'S INITIAL51— Page 2 of 9 ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Section VII INTELLECTUAL PROPERTY All rights to patents, trademarks, copyrights, and trade secrets owned by ORANGE LIEN remain the property of ORANGE LIEN. ORANGE LIEN does not grant The Village any right or license to any such intellectual property. Section VIII CONFIDENTIALITY ORANGE LIEN shall use reasonable efforts to keep confidential all data and information which is marked confidential and furnished to ORANGE LIEN by The Village under this Agreement. Section IX INDEMNIFICATION ORANGE LIEN will indemnify The Village for all loses due to errors committed by ORANGE LIEN that are transmitted to third-parties when ORANGE LIEN received accurate information from The Village to create reports. The Village will indemnify ORANGE LIEN for any losses due to incorrect information provided by The Village to ORANGE LIEN. Notwithstanding anything to the contrary contained in this Agreement, the Village's obligation to indemnify Orange Lien is limited to the amounts set forth in Sec. 768.28, Florida Statutes, including limits on attorney's fees and prohibitions on pre- judgment interest and punitive damages. Nothing contained in this Agreement shall be construed as a waiver of the Village's sovereign immunity beyond the limits set forth at Sec. 768.28,Florida Statutes, or as consent by the Village to be sued by third parties. Section X FORCE MAJEUR ORANGE LIEN shall not be liable for delay in delivery or performance of Services and is excused from any failure to perform due to causes beyond its reasonable control. Section XI ENTIRE AGREEMNT This Agreement shall constitute the entire agreement between the Parties and any prior understanding or representation of any kind proceeding the date of this Agreement shall not be binding upon either Party except to the extent incorporated herein. Section XII DELIVERY OF COMMUNICATIONS ORANGE LIEN'S INITIALS THE CITY'S INITIALS Page 3 of 9 All notices and other communications required by this Agreement shall be writing and shall be delivered either by personal delivery,by mail, or e-mail. If delivered by mail,notices shall be sent by Express Mail or by certified or registered mail, return receipt requested, with postage and charges prepaid. Electronic mail is an acceptable means of communication and all e-mail communications shall be sent to the e-mail addresses below. All notices and other written communications under this Agreement shall be addressed as indicated below, or as specified by subsequent written notice delivered by the party whose address has changed. ORANGE LIEN Data, LLC The Village 424 E. Central Blvd., #376 Name: Orlando, FL 32801 Address: ATTN: Stewart Holley ATTN: Email: info 0rangelien.com Email: Section XIII DISPUTE RESOLUTION Parties'Good Faith Attempt to Resolve Disputes. The Parties agree that every dispute or difference between them arising under this Agreement, including a failure to reach a decision as described in this Agreement, shall be settled first by a meeting of the Parties attempting to confer and resolve the dispute in a good faith manner. Section XIV GOVERNING LAW & JURISDICTION This Agreement shall be governed in accordance with the laws of the State of Florida, County of Palm Beach. Each Party (a) consents to the exclusive jurisdiction and venue of the state courts located in Palm Beach County, Florida; (b) waives any objection it might have to jurisdiction or venue of such forum or that the forum is inconvenient; and(c) agrees not to bring any such action in any other jurisdiction or venue to which either Party might be entitled by domicile or otherwise. Section XV ATTORNEY'S FEES AND COSTS The prevailing Party shall have the right to collect from the other Party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement. Section XVI TERM OF AGREEMENT This Agreement is effective from the date of execution for a period of three (3) years unless terminated by the Parties as allowable hereunder. The Village has the option of extending the contract for up to two(2)additional years at its sole discretion with written notice.This Agreement ORANGE LIEN'S INITIALS THE CITY'S INITIALS Page 4 of 9 will automatically renew for an additional two(2)years if Agreement is not terminated per Section XVII of this Agreement. Section XVII TERMINATION This Agreement may be terminated by either party on not less than thirty (30) days' prior written notice before the expiration of the original term. In the event of such termination,ORANGE LIEN retains the right to pursue payment for all reports from The Village or the third-party requestors. This Agreement may be terminated by written notice by either Party for material breach of this Agreement, provided the terminating Parry has given the breaching Parry at least fourteen (14) days written notice of, and opportunity to cure such breach. Termination for breach does not constitute waiver of any other rights or remedies that non-breaching party may have for breach of this Agreement Section XVIII ADDITIONAL TERMS See Attached Public Record Addendum Section XIX MISCELLANEOUS a) The captions of each paragraph of this Agreement are inserted solely for the reader's convenience and are not to be constructed as part of this Agreement. b) If any provision in this Agreement is determined by a competent authority to be unenforceable,all other provisions of this Agreement shall continue in full force and effect. Similarly, if any provision is determined to be unenforceable due to terms exceeding that which is allowable under the law, that provision shall be enforced to the fullest extent allowable under the law. c) The failure of either Parry to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be constructed as waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no forbearance or waiver occurred. d) ORANGE LIEN is an independent contractor, and neither ORANGE LIEN nor ORANGE LIEN's staff shall be deemed employees of The Village. ORANGE LIEN'S INITIALS THE CITY'S INITIAL Page 5 of 9 THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK ORANGE LIEN'S INITIALS THE CITY'S INITIALS Page 6 of 9 This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Digital or electronic signatures shall have the same force and effect as an original. The parties to this Agreement have caused it to be executed on the date indicated below. Stewart Holley ORANGE LIEN Data, LLC Date: -- % ,�k�, N :�-SPxV A, V 11ge Name: V.Ik,y,�, o� 3 *--s k _v.�1n e- k&v%, g� ORANGE LIEN'S INITIALS THE CITY'S INITIALS Page 7 of 9 Public Record Addendum PUBLIC RECORDS. In accordance with Sec. 119.070 1,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 attorney's fees and costs pursuant to Sec. 119.070 1,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) 768-0440, OR AT lmcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Pursuant to Article XII of the Palm Beach County Charter,the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions,and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions,authority,and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors ORANGE LIEN'S INITIALS THE CITY'S INITIALS NITIAL Page 8 of 9 and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. "The Village of Tequesta strives to be an inclusive environment.As such,it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990("ADA") by ensuring that the Contractor's [agreement/bid documents and specifications] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images, graphics,text, audio,video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AN), published by the World Wide Web Consortium("WX"), Web Accessibility Initiative("WAI"), available at www.w3.org/TR/WCAG/." ORANGE LIEN'S INITIALS THE CITY'S INIITIALF&— Page 9 of 9