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Documentation_Regular_Tab 05_9/11/2025
Agenda Item #5. Regular Council STAFF MEMO x Meeting: Regular Council - Sep 11 2025 Staff Contact: Jeremy Allen, Village Manager Department: Manager ffNfflWn i Consider Approval of Contracts by the Village Manager Under $25,000 (Per Village Ordinance we are presenting the following agreements, proposals, commitments and memorandum of understanding to Council) A. Dive Rescue International Host Agreement with minimum of 10 paid tuitions, $1,000.00 per student, B. Dr. Ventzek, Fire Rescue Medical Director Agreement, $24,480.00, C. Zoll Medical Corporation Zoll Expertcare Extended Warranty & Preventative Maintenance Contract, $7,704.00, D. VuSpex, Inc. Information Technology Services Agreement, $8,750.00, E. MCCI Agreement Microfilm Disposal, $0.00. . - Consider Approval of Contracts by the Village Manager Under $25,000 (Per Village Ordinance we are presenting the following agreements, proposals, commitments and memorandum of understanding to Council) A. Dive Rescue International Host Agreement with minimum of 10 paid tuitions, $1,000.00 per student, B. Dr. Ventzek, Fire Rescue Medical Director Agreement, $24,480.00, C. Zoll Medical Corporation Zoll Expertcare Extended Warranty & Preventative Maintenance Contract, $7,704.00, D. VuSpex, Inc. Information Technology Services Agreement, $8,750.00 E. MCCI Agreement Microfilm Disposal, $0.00. This document and any attachments may be reproduced upon request in an alternative format by completing our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561- 768-0443. BUDGET • • BUDGET AMOUNT NA AMOUNT AVAILABLE NA EXPENDITURE AMOUNT: NA FUNDING SOURCES: NA IS THIS A PIGGYBACK: ❑ Yes ❑ N/A DID YOU OBTAIN 3 QUOTES? ❑ Yes ❑ N/A Page 28 of 804 Agenda Item #5. COMMENTS/EXPLANATION ON SELECTIONNA ATTACHMENTS: Dive Rescue International Agreement Dr. Ventzek Medical Director Fire Rescue Zoll Medical Corp - Fire Rescue VuSpex, Inc Software Agreement Microfilm Disposal MCCI Agreement Page 29 of 804 Agenda Item #5. OF Q� RE VILLAGE OF TEQUESTA TEQUESTA FIRE-RESCUE MEMORANDUM FILE NO. Admin. 25-20 DATE: August 4, 2025 TO: Jeremy Allen, Village Manager FROM: John McLoughlin, Fire Chief SUBJECT: Host Agreement between ive Rescue International and Tequesta Fire Rescue Please find attached Host Agreements between Dive Rescue International and Tequesta Fire Rescue for Swiftwater Rescue Combo Session to be held November 3-7, 2025. The preferred class size is 20 participants. Both parties agree to abide by the terms and conditions of the agreement. The final date when the class may be canceled with no financial obligation to Dive Rescue International is October 13, 2025. The associated fees are as follows: • Tuition per student per course: $1,000 • Upon the registration of 15 paid participants, the hosting agency may enroll up to 5 participants at no charge. • A minimum of 10 paid tuitions will be required for this course to proceed as scheduled. Page 30 of 804 Agenda Item #5. DID V@r=F:UESCLJE v -.. HOSTAGREEMENT This is an agreement made on August 1,2025 between Dive Rescue International and Tequesta Fire Rescue. We agree,and our agencies agree,to be the host for the training course entitled Swiftwater Rescue Combo to be held in Tequesta,FL on November 3-7,2025. 1 understand Dive Rescue International will provide the following: . Qualified Instructor or Instructors. Registration of students and collection of tuition. . Instructor fees,travel,and expenses. Custom training materials and/or textbooks. Specialized training equipment as required for the course. Customized brochure,marketing material and support. Screening of participants to ensure membership with a public safety agency. Instructor transportation to and from the airport and during his/her stay. Certificate of Completion awarded to students performing at an acceptable level. A one-time 10% discount for equipment purchased from Dive Rescue International. This purchase must be made within 90 days of the class and applies to current retail prices. Host responsibilities: Complete and return all paperwork. Act as a contact for inquiries concerning local information. Promote and publicize the course to other public safety agencies. Arrange for all instructional facilities which include classroom,audio/visual equipment,and training sites,as outlined in the Program Information Guide. I understand that the preferred class size for the Swiftwater Rescue Combo course is 20 participants. The tuition for this course is $5000(US Funds) per student. A minimum of 10 students is required for this class to proceed as scheduled. I understand that if I cancel the scheduled courses by October 13,20251 will have no financial obligation to Dive Rescue International. However,if cancellation is made after this date,I agree to compensate Dive Rescue International for any non-refundable preparation,shipping or travel expenses. I have carefully read this statement and understand and accept my obligations as the host. 4M'ezl��7ee� % A I- Amanda Mitchell lercmy uthorized Representative Training Program Coordinator Dive Rescue International eo Print Name 8/1/25 Date Print Title S-I � I Date Page 31 of 804 Agenda Item #5. 4 "" s'. DIVit RESG® HOST SITE INFORMATION FORM Complete this form and return to Dive Rescue International: Fax:(970)482-0893 or Email:training@diverescueintl.com. Course title:Swiftwater Rescue Combo Date:November 3-7,2025 Please provide all information as you want it to a�nppear on the Program Flyer. I Host Agency Name: & �tiJ Irl �1 1 �5 C U�- Course Location(City/State or Province): I U �� , ���- Shipping Address: 3 J 7 -1 ECL -5 IA I'L :LEC LGkZ) Pq TU 3 3 V O Billing Contact Name:-1214i') Billing Contact Phone Number: Billing Contact E-mail Address:J colQ)CfJ 3)_�L e- Billing Address: 51`102 AS Location of the First Day of Course: / Building/Department:�U�S-Ii PV V L= C- S lkl'g_ Street:3} 7 I`eC1 UG 5 r 'f)rL - City/State/Zip: (CC,)V'G} M F L j L�C ! Class begins at(time): 8:00 AM Contact Person(Please List Two): Name 1: -SG f 4tL) iA Kcs ac) Work Phone: Cell Phone: Email Address: 7�E /ti i<<' �' ,�a E' Y a�• r,� Name 2: ) v`� )G/J Work Phone: Cell Phone: Email Address: J " �S l� C4�'L f I-A - Cfll E1 Lodging Recommendations: Name:LA gLilJVA LWii l3 DAnfl- Address: iH ro5���rw�iv� � U!� '1Jr�L� ,)-1 . S._3'Y7 Hotel Phone: 5 G ! d9 j ).7;'j Ll Group Room Rates(if applicable): Rates good through(date): Group Rate Listed Under: Airport Destination for Instructor: V Drive time to airport: > Rental Equipment Recommendation: Other Public Safety Departments(within 100 mile radius)who may be interested in attending: Agency Name: Address: Contact Name(if known): Phone/Email: Other Public Safety Departments(within 100 mile radius)who may be interested in attending: Agency Name: Address: Contact Name(if known): Phone/Email: Page 32 of 804 Agenda Item #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 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 Immilliams@teguesta.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 and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. Page 33 of 804 Agenda Item #5. "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 AA"), published by the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/." Page 34 of 804 Agenda Item #5. v�,og rgQ� RES�'� VILLAGE OF TEQUESTA TEQUESTA FIRE-RESCUE FILE NO. Admin. 25-22 DATE: August 22, 2025 TO: Jeremy Allen, Village Manager FROM: Fire Chief John McLoughlin SUBJECT: Increase for FY 25/26 al DirectoLFees ed on CPI May 2025 The Medical Director Agreement between the Village of Tequesta and Al Ventzek, M.D. authorizes Dr. Al Ventzek to take on the duties and responsibilities of the Medical Director for the Village of Tequesta Emergency Medical Service System. Pursuant to the Medical Director Agreement Section III A ii, each year, the Base Amount shall be adjusted up from the compensation rate from the previous contract year by annual indices from the Bureau of Labor Statistics Southeastern Regional offices for May, utilizing the Consumer Price Index (CPI) for all Urban Consumer-South to arrive at the new compensation rate for the next fiscal year. Base amount shall not be adjusted in the event that such adjustment would result in a downward adjustment to medical director's compensation. Any annual adjustment to Medical Director's compensation under this provision shall not exceed (4%) regardless of CPI. Attached is a copy of the Medical Director Agreement and the May 2025 Bureau of Labor Statistics Consumer Price Index, South Region. The increase to the FY 25/26 Medical Director Fee is 2% based on the CPI; increasing the monthly fee from $2,000 to $2,040 beginning October 2025. Page 35 of 804 t Agenda Item #5. MEDICAL DIRECTOR AREEMENT THIS AGREEMENT,made and entered into this9-&-y-'of October,2024,by and between the VILLAGE OF TEQUESTA,a municipal corporation under the laws of the State of Florida (hereinafter referred to as'Yllag ),and Dr.AI J.Ventzek,a Florida licensed physician (hereinafter referred to as"Medical Directoe). VATNESSETH: WHEREAS,emergency medical services are provided by the Village of Tequesta by and through its Department of Fine-Rescue Services which employs paramedics to perform advanced fife support;and WHEREAS, Section 401.265, Florida Statutes, requires that any emergency medical services system which utilizes paramedics to perform advanced life support procedures must employ or contract with a medical director,and WHEREAS,the aforementioned statute and Chapter 64d-1 of the Florida Administrative Code set out certain criteria and requirements for said medical director, and WHEREAS,the Village desires to employ a licensed physician to serve as medical director and to provide medical direction to the employees of the Tequesta Department of Fire-Rescue Services appropriate patient care and consistency. NOW,THEREFORE,in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: 1. DESIGNATION OF MEDICAL DIRECTOR The Village does hereby engage Dr.Al J.Ventzek,a licensed physician in the State of Florida, as Medical Director for the Village's Emergency Medical Service System. IL DUTIES AND RESPONSIBILITIES The Medical director shall: A. Be the Medical Director for the Village of Tequesta Emergency Medical Service System. For the purposes of this agreement,the Village of Tequesta Emergency Medical Service System shall include emergency medical technicians, paramedics,captains,lieutenants,firefighters and volunteer firefighters working for or providing services for the Village of Tequesta Department of Fire-Rescue Services. B.Supervise and accept responsibility for the medical performance of the emergency medical technicians,paramedics,captains,lieutenants,firefighters and volunteer firefighters working for or providing services to the Village of Tequesta Department of Fine-Rescue Services. C. Develop and authorize,or review and authorize for use,medically correct standing orders and/or protocols that permit specified ALS procedures when communication cannot be established with a supervising physician or when any delay in patient care would have potential life or Amb threatening consequences.Standing orders and protocol shall insure that patients are transported to facilities that offer a type and level of care appropriate to the patient's medical condition.The Medical Director or his appointee shall provide continuous twenty-four(24)hour 1 Page 36 of 804 Agenda Item #5. per day availability of Medical Director"off- W service for potential problems,system conficts and disaster events. D.Audit the performance of the Village's Department of Fire-Rescue Services personnel by use of a quality assurance program to include,but not be limited to,a prompt review of run reports, direct observation, and comparison of performance standards for drugs, equipment,and established protocols and procedures. E. Be responsible for participating in quality assurance programs developed by the Department of Health and Rehabilitation Services. F. Ensure and certify that security procedures for medications,fluids and controlled substances are in compliance with Chapter 499, Florida Statues, and Chapter 893, Florida Statutes. G.Specify medication substitutions in writing. H-Submit to the Department of Health,within thirty(30)days of any deviation from rho approved trauma transport protocols,a copy of the run repot and a written explanation regarding the deviation. I. Conduct one(1)meeting per month of not less than two(2)hours for the purpose of training and educating the Village's personnel in the Department of Fire-Rescue Services. J. Assist in identifying the specific medical skills and knowledge which the Village's personnel within the Department of Fire-Rescue Services must possess to achieve the desired level and standard of care. K.Assist in providing the necessary training in the special medical skills and knowledge which the Village's personnel within the Department of Fire-Rescue Services must possess to achieve the desired level and standard of cane. L. Provide a minimum of eight(8)hours per month attendance at the Fire-Rescue headquarters to participate in monthly quality assurance planning meetings,to deliver monthly in=service training with department personnel,perform physician level call review on random medical reports and participate as a crew member on the response unit. M.Be responsible for complying with Florida Statutes Section 401.265, as amended from time to time,all laws and administrative regulations promuWed in accordance with Chapter 401, Florida Statutes,as amended from time to time,and ail rules of the Department of Health and shall perform all duties enumerated in Section 6441.004,Florida Adrninistrartive Code,as amended from time to time. Ill. DUTIES OF THE VILLAGE A. in consideration for the services provided by Medical Director,the Village hereby agrees to pay Medical Director Two-Thousand Dollars(32,000.00)per month,payable monthly,during the term of the agreement. i. If the contract is extended in accordance with Section V(CONTRACT TERM),the Two Thousand Dollars($20D0.00)per month compensation shall be considered the Base Amount. 2 Page 37 of 804 Agenda Item #5. ii. Each year thereafter,the Base Amount shalt be adjusted up from the compensation rate from the previous contract year by annual indices from the Bureau of Labor.Statistics Southeastern Regional offices for May,utilizing the Consumer Price Index(CPI)for all Urban Camsumer-South to arrive at the new compensation rate for the next fiscal year. Base amount shall not be adjusted in the event that such adjustment would result in a downward adjustment to medical dfirectoes compensation.Any annual adjustment to Medical Directoes compensation under this provision shall not exceed(4%)regardless of CPI. In the event that during the term of this Agreement the above-referenced indices are no longer published,then the parties hereto agree to substitute therefore a mutually agreeable now index. B.The parties hereby consent and agree that the Village is not waiving the defense of sovereign immunity,the limits of liability of the Village,or outer sovereign immunity protections as provided for under Section 768,28,Florida Statutes. The Village shall provide the Medical Director insurance coverage for medical malpractice with liability limits of 31,000,OOO.00 for claims arising out of the scope and performance of activities specified in this agreement, and specifically as Medical Director for the Village of Tequesta. C.The Village will provide Medical Director with a pager andtor cell phone to assure communications with personnel if needed,to perform his duties as Medical Director for the Village of Tequesta. IV. DUTIES OF DIRECTOR-INDEPENDENT CONTRACTOR RELATIONSHIP A.The Medical Director is an independent contractor who will be responsible for payment of federal withholding contributions,tax,and social security.Furthermore,the Medical Director shall not be entitled to any fringe benefits normally provided to Village Employees such as worker's compensation, unemployment compensation,retirement,disability leave and any leave with pay. B. This is a agreement for personal services and shall not be assigned by Director without the prior written consent of Village. C.,To the extent that some of the services provided by the Medical Director may cause the Medical Director to be defined as a Business Associate under 45 CFR Parts 160 and 164 issued under the Health insurance Portability and Accountability Act of 19%(the Privacy Rule') and the Village of Tequesta Fire-Rescue Department in its capacity as a Covered Entity,as defined in the Privacy Rule,is required to comply with Sections 164.504(2)(0)of the Privacy Rule,the Medical Director shall: a. Not use or further disclose Protected Health Information("PHI'},other than as permitted or required by this Agreement or as required by law. b. Use appropriate safeguards to prevent use or disclosure of PHI other than as provided for in this Agreement. c. Report to the Village any use or disclosure of PHI by Medical Director,employees or agents other than as permitted by this agreement of which Medical Director becomes aware. d. Ensure that any agents of Medical Director,including a subcontractor,to whom Medical Director provides PHI received from, or created or received by Medical Director on behalf of 3 Page 38 of 804 Agenda Item #5. Village, agrees to the same restrictions and conditions that apply to Medical Director with respect to such Protected Health Information. e.To the extent applicable to Medical Director,make available PHI in accordance with Section 164.624 of the Privacy Rule. f.To the extent applicable to Medical Director,make available PHI for amendment and incorporate such amendments to PHI in accordance with Section 164.528 of the Privacy Rule. g.To the extent applicable to Director, make available information required to provide an accounting of disclosures in accordance with Section 164.528 of the Privacy Rule. h. Make Medical Director's internal practices, books, and records related to use and disclosure of PHI received from,or created or received by Medical Director on behalf of Village available to the Secretary of Health and Human Services for purposes of determining Customer's compliance with this Section 29. i.At termination of this Agreement, if feasible. retum or destroy all PHI received from,or treated or received by Medical Director on behalf of the Village that the Medical Director still maintains in any form and retain no copies of such information,or,if such return or destruction is not feasible,extend the protections of this Agreement of the information and limit further uses and disclosure to those purposes that make the return or destruction of the PHI infeasible. j. Medical Director agrees to comply Security Provisions as outlined within the HIPAA Privacy and Security Rules for the electronic storage and use of PHI. k_ In the event that the Medical Director breaches any of the foregoing conditions regarding the Health Insurance Portability and Accountability Act,the Village may terminate this Agreement. V. CONTRACT TERM The Village agrees to retain the Medical Director and the Medical Director agrees to be so retained in an independent contractor relationship for a period of one(1)year beginning November 111, 2024.This agreement shall automatically renew each year on October 1st unless written notice of intent to terminate is given by either party sixty(60)days prior to the expiration date. VI. TERMINATION This agreement is subject to cancellation with or without cause by either party to this agreement at any time during the contract period, including renewals thereof,by providing sixty(60)days prior written notice to the party. Such notice shall be forwarded by registered mail to the last known address of the other party. VII. AUTHORITY A.The Medical Director is not authorized to obligate the expenditure of Village funds. B.The Medical Director shall retain the ultimate authority to permit and/or prohibit any paramedic or EMT working for the Village's Department of Fin:-Rescue Services to utilize advance fife support and/or basic life support techniques and shalt immediately notify the Village Manager or his designee of the change of eligibility of any paramedic or EMT to perform emergency medical care. 4 Page 39 of 804 Agenda Item #5. C.The operation and administrative control of the Village's Emergency Medical Services will be vested in the Village Manager or his designee and the Medical Director shall be responsible to the Village Manager or his designee. Vlll.INTERPRETATION AND BINDING EFFECT Except as herein otherwise provided,inure to the benefit of and shall this agreement shall be binding upon the parties hereto,their personal representatives,successors,heirs and assigns. iX. INVALIDITY OR UNENFORCEABILITY Invalidity or unenforsceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions. X. GOVERNING LAW&VENUE This agreement shalt be governed and construed in accordance with the laws of the State of Florida.Any dispute resolution under based upon this agreement shah take place in a court of competent jurisdiction in Palm Beach County Florida. Xl. ENTIRE AGREEMENT This agreement contains the entire understanding between the parties and may not be changed or modified except by an agreement in writing signed by all the parties. XII. INSPECTOR GENERAL 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 contract 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 exerdse of the inspector general's functions, authority,and power.The inspector general has the power to take sworn statements, require the production of records,and to audit, monitor,investigate and inspect the activities of the Village,as well as contractors and lobbyists of the Village in order to detect,deter,prevent,and eradicate fraud,waste,mismanagement,misconduct,and abuses. . mil. PUBLIC RECORDS Pursuant to applicable Florida law Diraectoes records associated with this agreement may be subject to Florida's public record laws,Florida Statutes Chapter 119, et seq, as amended from time to time.Director shall comply with all public records obligations set forth in such laws, including those obligations to keep,maintain,provide access to, and maintain any applicable exemptions to public records,and transfer all such public records to the Village per request and at the conclusion of this agreement as provided for in Chapter 119, Florida Statutes. IF VENTZEK HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO VENTZEK'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,CONTACT VILLAGE'S CUSTODIAN OF PUBLIC RECORDS,LORI MCWILUAMS,345 TEQUESTA DRIVE,TEQUESTA, FL 33469, LMCWILLIAMS@TEQUESTA.ORG b Page 40 of 804 Agenda Item #5. IN WITNESS WHEREOF,the parties have signed this agreement. The date of this agreement shall be the date first written above. WITNESS: Dr. Al J. Ventzek 'Fyrint N me s— VILLAGE OF TEQUESTA fY By; Jere y Ilen, Village Manager ATTEST: g:tsrt,u+,II,ttnbtdd :,.,, Lori McMiliams, MMC Village Clerk 6 Page 41 of 804 U.S.BUREAU OF LABOR STATISTICS Agenda Bureau of Labor Statistics>Geographic Information>Southeast>News Release Southeast Information Office Search Southeast Regim Southeast Home Southeast Geography Southeast Subjects Southeast Archives Contact Southeast gym News Release Information Regional prices increased 0.1 percent in May, zs y7g_An The Consumer Price Index for All Urban Consumers CPI-U in the South r Wednesday,June 11,2025 ( ) region increased 0.1 percent in May,the U.S.Bureau of Labor Statistics reported today.The index for all items less food and energy rose 0.2 percent over the month.The food index increased 0.3 percent in May.In contrast,the energy index declined 0.5 percent in May.(Data in this report are not Contacts seasonally adjusted.Accordingly,month-to-month changes may reflect the impact of seasonal influences.) Technical information: (404)893-4222 The South all items CPI-U rose 2.0 percent for the 12 months ending May,the same increase as the 12 months ending in April. 8LSlnfoAffanhrAbls.gov The index for all items less food and energy rose 2.5 percent over the last 12 months.The food index increased 2.8 percent for w .bls govn:gionsrsoutheast the 12 months ending May.The energy index fell 4.3 percent over the last year. Media contact (404)8934220 Chart 1.Over-the-year percent change in CPI-U,South region,May 2022-May 2025 -All hems Related Links Percent change ----All items lass food and energy CP1 Charts I Southeast CPI Card 11.0 10.0 9-0 ---- 8-0 T.0 6.0 5.0 40 3.0 -- - 2.0 1.0 0.0 May Aug Nw Feb May Aug Nw Feb May Aug Nw Feb May 2022 2023 2024 2026 Source U.S.Bureau of Labor Statistics. View Chart Data Food The index for food rose 0.3 percent in May.The index for food away from home(restaurant,cafeteria,and vending purchases)increased 0.3 percent over the month.The index for food at home(grocery store purchases)rose 0.2 percent in May.Three of the six major grocery store food group indexes increased in May,including fruits and vegetables (+1.0 percent)and other food at home(+0.5 percent).In comparison,the index for meats,poultry,fish,and eggs declined 0.4 percent over the month. The index for food rose 2.8 percent over the last 12 months.The food away from home index rose 3.6 percent over the past year.The food at home index increased 2.2 percent over the same period,as four of the six major grocery store food group indexes increased.Within the food at home category,the index for meats,poultry,fish,and eggs rose 6.4 percent over the last 12 months. Energy The energy index declined 0.5 percent in May.The gasoline index fell 1.0 percent over the month.The index for natural gas declined 0.8 percent in May,while the index for electricity rose 0.2 percent The energy index declined 4.3 percent over the past 12 months.The gasoline index fell 13.3 percent over this 12-month span.In contrast,the index for electricity rose 5.9 percent over the last 12 months and the index for natural gas increased 12.0 percent All items less food and energy The index for all items less food and energy rose 0.2 percent in May.The index for owners'equivalent rent increased 0.3 percent over the month.Other indexes with notable increases in May include recreation(+0.8 percent),used cars and trucks(+0.7 percent),and medical care(+0.2 percent).In comparison,the apparel index declined 1.0 percent in May. The index for all items less food and energy rose 2.5 percent over the past 12 months.The shelter index(+3.7 percent)was the largest contributor to the total 12-month increase in the all items less food and energy index.The index for owners'equivalent rent increased 4.0 percent over the last year.The index for rent increased 2.8 percent over this 12-month span. The Consumer Price Index for June 2025 is scheduled to be released on Tuesday,July 15,2025,at 8:30 a.m.(ET). Technical Note The Consumer Price Index(CPI)is a measure of the average change in prices over time in a fixed market basket of goods and services.The Consumer Price Index for the South region is published monthly.The set of components and sub-aggregates published for regional and metropolitan indexes is more limited than at the U.S.city average level;these indexes are byproducts of the national CPI program. Percent changes for all-items data previously found in Table A of this release can be accessed in Chart 1 for this release and its attendant data table.A full all-items data series history for the original index value and for 1-month,2-month,3-month,6-month,and 12-month percent changes can be accessed via BLS data query tools.A direct link to the all-items series is provided in Table 1 of this release under historical data. The South region is comprised of Alabama,Arkansas,Delaware,District of Columbia,Florida,Georgia,Kentucky,Louisiana,Maryland,Mississippi,North Carolina,Oklahoma, South Carolina,Tennessee,Texas,Virginia,and West Virginia. Page 42 of 804 Ije mo&1;hi release will be made available to individuals with sensory impairments upon request.Voice phone:(202)691-5200;Telecommunications Relay Service:7-1-1. Agenda Table 1.South region CPW by expenditure category for May 2025,not seasonally adjusted(1982-84=100 unless otherwise noted) Indexes Percentchange from: Expenditure category Historical Mar" Apc' May-, may Mar. Apr. _ data I 2026 2025 2025 2024 2025 2025 All items Q 310.183 311.087 311.514I 2.0 0.4 0.1 All items(December 1977=100) Q ( 503.161 I 504.626I 505.320 -� - Food and beverages Q 328.811 329.159 329.978 2.7 0.4 0.2 Food Q 332.860� 333.203i 334.098 2.8I 0.41: 0.3 Food at home Q 309.531 309.515 310.189 2.2 0.2 0.2 Cereals and bakery products Q 364.296 362-349 363.0871 -0.7 -0.3 0.21 Meats,poultry,fish,and eggs Q 341.813 339.900 338.443 6.41 -1.0 -0.4 Dairy and related products I Q 1 271.4251 275M8 274.807 3.01' 1.21 -0.2 Fruits and vegetables © I 333.037 331.094 334.496 0.0 Nonalcoholic beverages and beverage materials I Q 1 221.845 221.402 221.456 2.5i -0.21 0.0 Other food at home 7 1 Q 273.186 274.860 276.144 1.1 1.1 0.5 Food away from home © 372.381 373.342 374.6161 3.6� 0.6 0.3 Alcoholic'beverages Q 272.519 272.935 272.699 1.5 0.1 -0.1 Housing I Q 321.598 322.648 323.1911 4.01 0.5 0.2 Shelter © 376.747 377.595 378.3461 3.7 0.4 0.2 Rent of primary residence I ® 400.242 400.996 401.118 2.8 0.2 0.0 Owners'equivalent rentbf res(dencesm © 379.796 3801.456 381.490 4.0 0.4I 0.3 Owners'equivalent rent of primary residenced) 1 ® 379.733 380.387 381.417 3.9 OA 0.3 Fuels and utilities ® 312.596 314.495 314.751 6.2 0.7 0.1 Household energy Q 254.037 255.903 256.038 6.5 0.8 0.1 Energy services' © 1 254.318 256.241 256.468 6.7 0.8 0.1 Electricity ® 247.978 250,587 251.205 5.9 1.3 0.2 Utility(piped)gas service 275AO6 272.828 270.552 12.0 -1.8 -0.8 Household furnishings and operations 1 ® I 149153 150.526 150.544� 3A 0.9 0.0 Apparel ® 143.383 142.585 141.106 -1.8 -1.6 -1.0 Transportation Q. 260.429 271.702 271.654 -2.1 0.8 0.0 Private transportation © 271.908 274.1431 274.061 -2.0 0.8 0.0 1 New and used motor vehicleso I 125.892 126.382 126.7491 0.2 0.71 0.3 New vehicles Q I 185.367 185.980 185-837 0.4 0.3 -0.1 New cars(g) Q I 182.537i 183.4621 183.239 0.4I 0.4 -0.1 Used cars and trucks © 181.024 181.684 183.027 1.4 1.1 0.7 Motor fuel Q 253.256 259.694 257.100 -13.3 : 1.5� -1.0 Gasoline(all typed ® 251.915 258.601 256,094 -13.3 1.7 -1.0 ,Gasoline,unleadedregular(M Q 244.656 251.3101 248.659 -13.9 1.7I -1.1 Gasoline,unleaded mid6radebi W ® 1 289.622 296.209 294.474 -11.3 1.7I -0.6 Gasoline,unleaded premium(] I Q I 286A50 292.245 290.867 _10.1 i 1.5i -0.5 © 540.453 543.438 544.384 2.3 0.7 Medical care commodities 1 Q 1 38172411 383.574 384.904 0.0 1.01 0.3 Medical care services Q 593.717 596.913 597.713 2.9 0.7 0.1 Professional services 1 Q 1 410.3141 411.8661 412.053 3.0 0.41 0.0 Recreation( © 140,756 140.2141 141.302 1.7 0.4 0.8 Education and communicationo I Q I 140.989 140.4611 140.326 -1.0 -0.51 -0.1 Tuition,otherschooi fees,and childcare( Q 1,560.521 1,560.186 1,560.692 2.8 0.0 0.0 Other goods and services I Q 1 548.5621 547.7461 549A671 3.41 0.21 0.3 Footnotes (1)Indexes an a December 1982=100 base. (2)Indexes on a December 1997=100 base. (3)Special index based on a substantially smaller sample. (4)Indexes on a December 1993=100 base. (5)Indexes on a December 1977=100 base. Data not available. Note:Index applies to a month as a whole,not to any specific date. Table 2.South region CPW by special aggregate index for May 2025,not seasonally adjusted(1982-84=100 unless otherwise noted) Page 43 of 804 Special aggregate index Historical'. Mar Apr May' May Mar. Apr. d 2025Agenda 2025 2025 All items 23 310.1831 311.087 311.514 2.0 0.4 0.1 Food i 0 332.860 333.203 334.098 2.8� 0.4� 0.3 Energy OO 248.2701 252.272 251.106 -4.3 1.1 -0.5 All items less food and energy 316.1031 316.772 317.3001 2.5 0.4� 0.2� All items less energy 91 318.0831 318.706 319.284 2.6I OA 0.2 All items less medical care 12 297.313 298.108 298.5081 2.0 OA i 0.1 i All items less shelter 284.9191 285.853 286.149 1.1 E i 0.1 Commodities ® 220.9561 221.645 221.773 -0.7{ 0.1 Commodities less food 176.8161 177.582 177.464 -2.6 0.4 -0.1 Commodities less food&beverages © 173.898 174.668 174.554 -2.8i 0.41 -0.1 Durables 125.185 125.339 125.588 -0.91 0.3 0.2 Nondurables I 274.8371 275.928 275.9071 -0.6i OAS 0.0, Nondurables less food © I 229.033 230.706 229.970 -4.0 OA -0.3 Nondurables less food&beverages ; © 226.811 228.562 227.794 4.4 1 0.41 -0.3 Services O 400.306 401.424 402.163 3.6 0.5 0.2 Services less rent of shetter(J) 12 427.500 428,989� 429.153 3.5 0.5 0.2 Services less medical care services 2 I 381.817 382.766 383.494 3.7 0.4 0.2 Footnotes (1)Indexes on a December 1982=100 base. Data not available. NOTE:Index applies to a month as a whole,not to any specific date. Last Modified Date:Wednesday,June 11,2025 U.S.BUREAU OF LABOR STATISTICS Southeast Information Office Suite T150 61 Forsyth St.,S.W. Atlanta,GA 30303 Telephone:404-893-4222L www.bis.cjoy/regions/southeast Contact Southeast Region Page 44 of 804 Agenda Item #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 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 Imcwilliams@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 and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. Page 45 of 804 Agenda Item #5. "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 AA"), published by the World Wide Web Consortium ("WK"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/." Page 46 of 804 Agenda Item #5. ,*alp TBQ� r�F RBSC'Q VILLAGE OF TEQUESTA TEQUESTA FIRE-RESCUE MEMORANDUM FILE NO. Admin. 25-23 DATE: August 25, 2025 TO: Jeremy Allen, Village Manager and C uncil Members FROM: Fire Chief, John McLoughli SUBJECT: Zoll Monitor Maintenance greement Please find the attached Zoll Monitor Maintenance Agreement in the amount of $7,704.00 for Four (4) Monitors. The effective dates of the agreement are 10/1/2025- 9/30/2026. This agreement enables us to keep our monitors in good working order so that we can continue to provide excellent care for our patients. Page 47 of 804 Agenda Item #5. ZOLL ZOLL Medical Corporation 269 Mill Road EXPERTCARE EXTENDED WARRANTY&PREVENTIVE MAINTENANCE CONTRACT Chelmsford,MA01824-4105 Teq 348 (800) 48-9011 uesta Fire& Rescue(Customer# 101191) (978) -9 Main 11 (978)421-0022 Fax Attn: Andre Dodd 561-768-0550 / adodd@tequesta.org Bill To: Tequesta Fire&Rescue Ship To: Tequesta Fire&Rescue 357 Tequesta Drive 357 Tequesta Drive Tequesta, FL 33469 Tequesta,FL 33469 From:Hannala Farrell QUOTATION: 00044334 Service-Business Administration Quote Date: July 17,2025 (978)805-6492/hfarrell@zoll.com Quote Pricing: Valid for 60 Days PM Contact:Andre Dodd- 561-768-0550 adodd@tequesta.org X Series Part No Description Contract Dates Qty Price Adj.Price Ext.Price 8889-89001- Professional Defibrillators/Monitors -Worry-Free Service 10/01/2025 4 $2,140.00 $1,926.00 $7,704.00 WF Plan-1 Year to X Series-Worry-Free Service Plan-1 Year.Includes:Annual 09/30/2026 preventive maintenance,Repairs: Parts and labor per ZOLL Limited Product Warranty,SurePower Battery replacement upon verified failure,and accidental damage coverage(see comments). Shipping and use of a Service Loaner upon request during device service,and no charge shipping. Battery replacement and accidental damage guidelines can be found in the ExpertCare Service Plan Terms and Conditions on the ZOLL website. Serial Number(s):AR22K072011;AR22K072020 AR231078174;AR231078419 TOTAL: $7,704.00 COMMENTS: 1.Applicable tax will be added at the time of invoicing. 2.Payment terms are Net 30 after ZOLL Medical Corporation invoice date. 3.If PM's are purchased or applicable:PM work will be scheduled 60-90 days after the agreement is signed. 4.10%Multi-Unit Discount only applies when the Total Contract Value is invoiced in full and paid in Net 30 Days. TERMS&CONDITIONS:The terms and conditions of this contract are set forth in the ExpertCare Service Plan Terms&Conditions which can be found at https://www.zoll.com/en/About/Corporate-Governance-and-Responsibilities/orderterms. By signing this contract,Customer acknowledges having read the terms and conditions and agrees to be bound by them. Tequesta Fire&Rescue Authorized Signature: Print me �(�rGYYI �eil Titl 1,k Date: Page 1 of 1 P.O.n Page 48 of 804 Agenda Item #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 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 Imcwilliams@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 and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. Page 49 of 804 Agenda Item #5. "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 AA"), published by the World Wide Web Consortium ("WK"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/." Page 50 of 804 Agenda Item #5. Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org %O To: Jeremy Allen, Village Manager From: Wayne Cameron, Building Director Date: August 21, 2025 Subject: Virtual Inspections Software Agreement The following agenda item is an agreement with VuSpex Inc. to provide virtual inspection software that enables Building Department inspectors to conduct inspections remotely using a mobile device. The platform allows developers and contractors to participate in inspections remotely, helping to streamline the inspection process when needed, accelerate permit closures, and minimize project delays for both homeowners and contractors. Additionally, the software supports real-time documentation, including the capture of photos and video recordings as needed, enhancing accuracy and transparency in inspection records. The total annual cost for these services is $8,750. This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4 Page 51 of 804 Agenda Item #5. VU VIRTUAL INSPECTIONS INFORMATION TECHNOLOGY SERVICES AGREEMENT s� This Information Technology Services Agreement ("Agreement") is made this a 1 day of O D�� (the"Effective Date")between VuSpex,Inc.with a principal office at 125 Hangar Way, Suite 2 IV,Watsenville,CA 95076 ("Company"), and Village of Tequesta with a principal office at 345 Tequesta Drive, Tequesta, FL 33469 ("Customer"). WHEREAS,Company is engaged in the business of providing virtual inspection software(SaaS). WHEREAS,Customer desires to retain Company to perform information technology services and functions NOW THEREFORE,in consideration of the mutual promises,covenants and agreements contained herein,the parties have agreed and do agree as follows: AGREEMENT 1) Contracted Services.This Agreement shall apply to the delivery of information technology services,support,and functions as further described in Statements of Work(SOW)approved by the parties.Any such approved SOW shall be incorporated herein by reference(the services and functions described in any SOW are hereafter referred to as the"Services")and governed by the terms of this Agreement unless explicitly stated in such SOW. In the event that the scope of the Services is expanded, revised, or modified, for any SOW incorporated herein, the parties shall prepare and sign an amended or new SOW(or change order),which likewise shall be attached hereto and incorporated herein by reference.Absent the execution of a SOW,this Agreement does not,in and of itself, represent a commitment by Customer to receive any Services from Company or pay Company any fees. a) License Grant. The software/mobile application (collectively referred to as, the "Software") to which Customer is subscribing is described on Exhibit A attached hereto. Subject to the terms and conditions of this Agreement, Company hereby grants to Customer and its affiliates (defined as any entity controlling, controlled by or under common control with,Customer)a non-exclusive,U.S.-only,non-transferable,non- sub-licensable and terminable license during the Term hereof and on the conditions indicated herein (i) to access and use the Software solely for Customer's internal business purposes in connection with the business of insurance;(ii)to use reporting outputs from the Software to perform other internal services and to deliver such reporting outputs to Customer's customers, agents, and business partners in the course of performing Customer's services;and(iii)to generate print,copy,download and store all Customer data and other data, information,and content, including all audio,visual,or digital and other displays and output,as may result from any use of the Software. b) Restrictions on Use. Customer may not modify, rent, sublease, sublicense,assign,use as a service bureau, copy, lend, adapt, translate, sell, distribute, derive works from, disassemble, decompile or reverse engineer the Software or any Company intellectual property,or disclose in writing or orally the results of any system performance metrics of the Software to any third party, or use such results for its own competing software development activities,without the prior written consent of Company. c) Support. In connection with Customer's access to and use of the Software, Company shall provide the technical support services outlined in Exhibit B attached hereto("Support Services"). d) Availability. The Software will be made available to Customer and its customers both as Software as a Service("SaaS")in accordance with the terms set forth in Exhibit C. Company will host and maintain the Software and the other software and other technology that enables the provision of the Software on servers operated and maintained by or at the direction of Company. Company may delegate the performance of Pane I Gage 52 of 804 Agenda Item in portions of the hosting services to third parties, provided Company remains responsible to Customer for the delivery of the Software. 2) Term of Agreement. a) The term of this Agreement will commence on the Effective Date set forth above and will continue for one (1)year(the"Initial Term"). At the end of the Initial Term, Customer may elect to renew this Agreement for additional successive one(1)year terms(each, a"Renewal Term"). The Initial Term and any Renewal Term(s)shall,collectively,be referred to as the"Term". If Customer wishes to exercise any of these renewal rights, it shall notify Company in writing at least thirty(30)days prior to the end of the then-current Term (the"Renewal Notice"). If Customer exercises this option in a timely manner,the fees for the Renewal Term may not be increased by more than three percent (5%) of the fees during the immediately prior year. If Customer does not deliver the Renewal Notice prior to such time,then Customer shall be deemed not to have exercised its renewal right and the Agreement shall terminate at the end of the then-current Term. b) The Agreement can be terminated for cause,as defined in paragraph I I(a)herein,at any time provided the alleged breaching party is provided an opportunity to cure the alleged breach in the manner set forth in paragraph I I(a)below. 3) Fees and Payment Terms. a) In exchange for the Services performed by Company,as set forth in the SOW,Customer agrees to compensate Company at the rates identified in the fee schedule set forth in the SOW. Such rates are exclusive of any federal,state,or local sales or use taxes,or any other taxes or fees assessed on,or in connection with any of the Services rendered herein.Company shall invoice Customer and Customer will pay all undisputed amounts within thirty(30)days of receipt of Company's invoice. b) In addition,Customer shall reimburse Company its actual out-of-pocket expenses as reasonably incurred by Company in connection with the performance of Services. Such expenses may include materials, services, travel,training and hardware and may only be incurred by Company and charged to Customer if prior written approval from Customer has been obtained. c) Company will actively cooperate with Customer to reduce tax obligations consistent with applicable law. However, all taxes applicable to the transactions under this Agreement (expressly excluding any taxes based on Customer's income or property) and imposed directly on Customer by the taxing authority are the responsibility of Customer. If Company wishes to invoice Customer for any taxes that are Customer's obligation under this Agreement,(i)it must include such taxes as a separate line item on the invoice,and (ii)it will use reasonable efforts to invoice Customer for taxes at time such tax obligation arises,and(iii) Company waives any right to collect taxes from Customer if such taxes are not separately invoiced to Customer within sixty(60)days of when the obligation arises to pay such taxes. d) Any billing disputes shall be handled in accordance with the Dispute Resolution provision of this Agreement. In the event that the parties are unable to reach an agreement on the disputed amounts,either party may exercise the remedies provided in this Agreement. e) A late charge of one percent(1%)per month,or the legal maximum if less,shall accrue on past due billings unless Customer notifies Company of a billing dispute in writing prior to the payment due date. Customer shall be responsible for any costs incurred by Company in the collection of undisputed unpaid invoices including,but not limited to,reasonable collection and filing costs. 4) Change Orders or Out of Scope Services.To the extent that Customer requires or requests additional services or services that exceed the Services set forth in the SOW incorporated herein, Company will charge an additional fee for such additional services or out of scope work. Fees for such additional services or out of scope work will be set forth on a Change Authorization Order (CAO), which will also provide a description of the changed or additional service(s)being requested.Once a CAO is signed by both parties,the terms of the CAO shall supersede those terms in the SOW that it is intended to amend. The CAO will be incorporated into the Agreement and have the same legal effect as the SOW that is incorporated into the Agreement. Company's time of performance shall be enlarged,if and to the extent reasonably necessary,in the event:(i)that Customer fails to submit information, instructions, approvals, or any other required element in the prescribed form or in accordance with the agreed upon schedules;(ii)of a special request by Customer or any governmental Page 2�age 53 of 804 Agenda Item #5. agency authorized to regulate, supervise,or impact Company's normal processing schedule; (iii)that Customer fails to provide any equipment,software,premises or performance called for by this Agreement,and the same is necessary for Company's performance hereunder. Company will notify Customer of the estimated impact on its processing schedule,if any. 5) Confidentiality. a) By virtue of this Agreement, the parties may exchange or have access to information that is confidential belonging to the other. "Confidential Information" may include but is not limited to: (i) business and technical data such as marketing plans, strategies, and programs; (ii) financial budgets, projections, and results;(iii)past,present or future products,software or development activities;(iv)employee and contractor lists and records; v) business methods and operating and production procedures and processes; (vi) trade secrets, pricing, loss data, premium data, sales data, prospects and customer lists, and information; (vii) supplier and vendor lists and information,terms and conditions of commercial contracts; (viii)third party confidential information that the disclosing party has a duty to maintain as confidential and has so informed the recipient of that duty; (ix) Personal information required by federal or state law to be maintained as confidential; (x) names of policyholders, policyholder contacts, locations and hazards identified, and (xi) other valuable information designated by the disclosing party as confidential expressly or which, by the circumstances in which it is provided,should be understood by a reasonable person to be confidential(e.g., non-public information provided related to the Services). b) Except as permitted herein or as required by applicable law,statute,rule,regulation,or professional standard, neither party shall otherwise disclose Confidential Information of the other party for any purpose other than to perform its obligations under this Agreement. Each party shall use reasonable precautions to protect the other's Confidential Information and employ at least those precautions that such party employs to protect its own confidential or proprietary information including industry standard data and security controls. The recipient may disclose the disclosing parry's Confidential Information to its employees, contractors, affiliates,and legal,financial representatives,or auditors(its"Representatives")that have a need to know for the purpose of a party's exercise of its rights or performance of its obligations under this agreement and have been informed of the confidential nature and are bound by a written confidentiality agreement at least as protective of the Confidential Information as the terms in this section. c) Recipient specifically agrees that it will not use or disclose in any manner (whether anonymized or aggregated) any Confidential Information of the other party including that party's customers,policyholder information,loss data,customers,employees,and/or that of its subsidiaries and affiliates. d) No obligation of confidentiality applies to information that the receiving party can demonstrate: i) was rightfully in its possession or known by the recipient prior to is disclosure, or ii) was rightfully received without the obligation of confidentiality from a third party, or iii) was independently developed by the recipient without use of or reliance upon any Confidential Information,or iv)is or becomes part of the public domain or publicly available through no act or omission of the recipient and through no breach of this Agreement. e) If disclosure is required by law or request of a governmental agency or entity (including a court order or subpoena), the party to which the request for disclosure is made shall: i) disclose such information to the minimum extent required, and ii)provide the other party with prior prompt written notice thereof to allow the other party to seek a protective order,restraining order,or other appropriate relief. 6) Proprietary Rights. a) As between Customer and Company,all right,title and interest in and to all intellectual property rights with respect to the Software shall remain in Company,together with any documentation,training materials,report templates or whitepapers provided by Company under the Agreement,and any suggestions for modifications or improvements to the Software provided by Customer. Page 3 of 16 Page 54 of 804 Agenda Item #5. b) As between Customer and Company,Customer will retain all right,title and interest in and to all intellectual property rights with respect to the Customer data. Customer grants to Company a non-exclusive license to use,copy, store, modify and display the Customer data solely for the purpose of performing its obligations and enforcing its rights hereunder,including providing the Software and performing the Services. 7) Independent Contractor.The parties enter into this Agreement as independent contractors and nothing within this Agreement shall be construed to create a joint venture, partnership, agency, or other employment relationship between the parties. All Company employees who are assigned to perform services at any Customer owned or leased facility shall be considered to be an employee of Company only and will not be considered an agent or employee of Customer for any purpose. Company will be solely responsible for payment of all compensation owed to its employees, including all applicable federal, state and local employment taxes and will make deductions for all taxes and withholdings required by law. In no event will any Company employee be eligible for or entitled to any benefits,health,or workers compensation insurance of Customer. 8) Warranty of Services.Any warranties offered by Company for Services in addition to those provided below shall be set forth in the SOW. Company represents and warrants that:(i)the Software will perform in accordance with the Specifications described in Exhibit A to this Agreement in all material respects throughout the term of this Agreement, (ii) Company will perform all services hereunder and all obligations hereunder in a workmanlike manner using due care and using personnel with adequate training and experience, and at the highest levels prevailing in the industry;(iii)it has not received any written or oral communication alleging that the Software infringes upon or misappropriates any intellectual property right of any third party and there are no pending claims alleging the foregoing, and to its knowledge, the Software does not infringe or misappropriate any intellectual property rights of any third party;and(iv)to its knowledge,the Software currently complies with the warranty set forth in this section and it is not currently aware of any defects that render such warranty inaccurate. THE FOREGOING EXPRESS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, ORAL OR WRITTEN, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT APPLICABLE. 9) Limitation of Liability. Except as otherwise provided in this section, in no event shall either party be liability to the other under this Agreement for(a) liability claims,loss,damages or expense of any kind arising directly or indirectly out of for the negligent acts and omissions of the other party; (b)any incidental or consequential damages,however caused;or(c)any punitive damages.For purposes of this Agreement,incidental or consequential damages shall include, but not be limited to,loss of anticipated revenues,income,profits or savings; loss of or damage to business reputation or good will;loss of customers; loss of business or financial opportunity;or any other indirect or special damages of any kind categorized as consequential or incidental damages under the law of the State of California. THE AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR DAMAGES FOR ALL CLAIMS BROUGHT UNDER THIS AGREEMENT SHALL NOT EXCEED TWO TIMES (2X) THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY WITHIN THE TWELVE(12)MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR, IN THE CASE OF BREACHES OF SECTION 14 (DATA SECURITY), FOUR TIMES (4X) THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY WITHIN THE TWELVE(12)MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT APPLY TO (1) BREACHES OF SECTION 5 (CONFIDENTIALITY); (2) AMOUNTS PAYABLE PURSUANT SECTION 10 (INDEMNIFICATION); (3) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY; OR (4)THE INTENTIONAL ABANDONMENT OF THE SERVICES BY COMPANY. 10) Indemnification. a) Each party shall indemnify, defend, and hold harmless Customer, its officers, directors, employees, and agents, from and against any third party claims,demands,loss,damage or expense relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused solely by the negligence or willful misconduct a party, its personnel or agents in connection with the performance of the Services hereunder.To the extent that such claim arises from the concurrent conduct of the parties, it is expressly agreed that the party's liability to the other and to third parties shall be limited by the terms and provisions of this section and that,with respect to any remaining obligations to pay any third party claims,demands,losses,damages or expenses that are not limited by the terms and provisions of this section , Company's obligations of indemnity under this section Page 4 of 16 Page 55 of 804 Agenda Item #5. shall be effective only to the extent of its pro rata share of liability.To receive the foregoing indemnities,Customer must promptly notify Company in writing of a claim or suit and provide reasonable cooperation at Company's expense and full authority for Company to defend or settle the claim or suit.Company shall have no obligation to indemnify Customer under any settlement made without Company's written consent. b) In addition to Company's obligations above,Company shall defend, indemnify,and hold harmless Customer, its affiliates,or any of its or their respective officers,directors,employees,agents,permitted successors and permitted assigns(each, a"Customer Indemnitee"), if any software,the Software,or other deliverable, or any component thereof, is claimed to infringe, misappropriate, or otherwise violate any third-party proprietary right, or if Customer's use of the Software,other deliverable,or any component thereof is enjoined or a claim has been filed that threatens to enjoin such use. In such case,Company shall,at Company's sole option and expense,either: i) obtain the right for all Customer Indemnitees to continue to use such software and deliverables to the full extent contemplated by this Agreement;or ii) modify or replace the materials that infringe or are alleged to infringe to make the software, the Software, other deliverables,and all of their components(as so modified or replaced)non-infringing while providing fully equivalent features and functionality, in which case such modifications or replacements will constitute software under this Agreement;or iii) if neither of the foregoing(a)or(b)is possible notwithstanding Company's commercially reasonable efforts, then Company may,by written notice to Customer,direct all Customer Indemnitees to cease any and all use of materials that have been enjoined or finally adjudicated as infringing (the "Terminated Materials"), provided that Company shall refund to Customer a pro rata portion of all pre-paid amounts paid by Customer under this Agreement that were unused as of the date of such termination. c) THE PROVISIONS OF SECTION 9(b) SET FORTH COMPANY'S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. d) Notwithstanding any contrary language contained in this Agreement or any of its exhibits, Customer's obligation to indemnify Company and the limits of Customer's liability for damages to Company are limited to the amounts set forth in Sec. 768.280, Florida Statutes as that section may be amended from time to time. This includes limits on a per person and per incident basis as well as limits on the award of any attorney's fees. This also includes prohibitions against the award of punitive damages and pre judgment interest. Nothing contained in this Agreement or any of its exhibits shall be construed as Customer's consent to be sued by third parties. Nothing in this Agreement or any of its exhibits shall be construed as a waiver of Customer's sovereign immunity beyond the waiver provided in Sec.768.28,Florida Statutes as that section may be amended from time to time 11) General Warranties and Representations.Company represents and warrants during the Term that: a) Company's performance of the Services called for by this Agreement shall be in compliance with and does not violate any applicable law,rule,or regulation and/or any contracts with third parties; b) Company affirms that no actual or potential conflict exists between Company's business, financial or personal relationships and the Services to be provided herein. Company shall immediately notify Customer in writing if such Services,whether performed or contemplated,have or could cause an actual or potential conflict of interest or the appearance of impropriety; c) Company has the power and authority to enter into this Agreement and perform all of its obligations hereunder; d) Company shall obtain and maintain all necessary licenses, certifications, accreditation, and regulatory approvals for its performance of the Services; e) Company agrees to comply with all federal, state and/or local laws and regulations applicable to this Agreement; f) Company has established that its employees are legally authorized to work under state and federal law; g) Company will not perform Services,nor permit Services to be performed by employees or subcontractors who may be under the influence of unauthorized controlled substances and/or alcohol,whether Services are performed outside or on Customer's premises;and Page 5 of 16 Page 56 of 804 Agenda Item #5. h) Company represents and warrants that it conducts its business in a manner that adheres to ethical business practices; i) Company shall not give, directly or indirectly, anything of economic value as a gift, gratuity, favor, entertainment,or loan that is,or may appear to be,designed to influence the official conduct of an employee or agent of Customer. This provision does not prohibit Company from giving a Customer agent or employee food,refreshments,or unsolicited advertising or promotional advertising or promotional material of nominal value. 12) Termination. a) Termination for Cause. If either party believes that the other party has failed in any material respect to perform its obligations under this Agreement(including any Exhibits or Amendments hereto),then that party may provide written notice to the other party's management representative describing the alleged failure in reasonable detail. If the alleged failure relates to a failure to pay any sum undisputed due and owing under this Agreement,the breaching party shall have ten(10)business days after notice of such failure to cure the breach. If the breaching party fails to cure within ten(10)business days,then the non-breaching party may immediately terminate this Agreement, in whole or in part, for cause by providing written notice to the management representative of the breaching party. With respect to all other defaults,if the breaching party does not, within thirty (30) calendar days after receiving such written notice, either (a) cure the material failure or(b)if the breach is not one that can reasonably be cured within thirty(30)calendar days,then the non-breaching party may terminate this Agreement,in whole or in part,for cause by providing written notice the Notice provision of this Agreement. b) Termination for Bankruptcy.Either party shall have the immediate right to terminate this Agreement,by providing written notice to the other party, in the event that(i)the other party becomes insolvent,enters into receivership,is the subject of a voluntary or involuntary bankruptcy proceeding(and such petition is not dismissed within sixty (60)calendar days),or makes an assignment for the benefit of creditors;or(ii)a substantial part of the other parry's property becomes subject to any levy,seizure,assignment or sale for or by any creditor or government agency. c) Payments Due.The termination of this Agreement shall not release either party from the obligation to make payment of all undisputed amounts then due and payable. d) Continuation of Services.Company will continue to perform Services during the notice period unless otherwise mutually agreed upon by the parties in writing.In the event that Customer provides the notice of termination and directs Company not to perform the services through the notice period, Customer agrees to pay Company an amount equal to the amount normally due to Company for the notice period.Upon termination by either party, Customer will pay Company for all services performed and charges and expenses reasonably incurred-by Company in connection with the services provided under this Agreement through the date of termination. 13) Cloud Storage and Ownership of Data. a) Company shall provide cloud storage of media and inspection content gathered through the Software throughout the term of this Agreement and for a period of ninety (90) days following termination. Upon expiration of the 90-day period, Company shall destroy all such media and inspection content. Upon expiration or termination of this Agreement, Company shall provide such media and inspection content to Customer,at Customer's option and at no additional cost to Customer. b) Customer retains all right title and interest in and to its Confidential Information,the reports obtained through use of the Software by Customer or its customers and all of the information stored by Company on behalf of Customer. Without limiting the foregoing, Company agrees that it may use Customer's data solely to the extent necessary for the limited purpose of performing Company's obligations under this Agreement. 14) Data Security. a) Data Security. Company shall develop, implement, maintain and use appropriate administrative,technical and physical safeguards in compliance with industry business practices to preserve the integrity and Page 6 of 16 Page 57 of 804 Agenda Item #5. confidentiality of and to prevent unauthorized use and disclosure of Confidential Information created,used or received in providing Services under this Agreement and its incorporated documents ("Safeguards'). These Safeguards shall also apply to transmission, processing, and storage of Confidential Information. Company shall ensure the Safeguards are implemented and maintained throughout the Term of the Agreement. In light of the changing nature of security threats,the parties agree that Company may revise its security measures to increase the Safeguards upon prior written notice to Customer and shall provide the revised security measures to Customer within thirty(30)days of the revision. b) Security of Agents and Subcontractors. Company shall require its agents and subcontractors and third parties, to which Company discloses Confidential Information or who Company utilizes in providing services under this Agreement to provide reasonable assurance, evidenced by written contract, that such agents or subcontractors will comply with the same security requirements that Company is required to comply. c) Data Security Breach Notification. Company shall,within 15 days of a Security Breach,notify Customer of (i) any actual, attempted or reasonably suspected breach of security of Company's systems or those maintained on behalf of Company that host or impact Customer data or Customer Confidential Information; (ii)any actual attempted or reasonably suspected unauthorized access to or acquisition,use,loss,destruction, alteration, compromise or disclosure of any Customer data or Customer confidential information on Company's systems or those maintained on behalf of Company,or(iii)any circumstance pursuant to which applicable law requires notification of such breach to be given to affected parties under state or federal law or other activity in response to such circumstances(collectively,a"Security Breach"). d) Remediation. In the event of a Security Breach,Company shall(i)promptly provide to Customer a detailed description of the incident, the data accessed,the identity of affected third parties, if any, and such other information as Customer may request concerning the Security Breach, (ii) take prompt actions that such Security Breach or potential Security Breach will not reoccur;and(iii)cooperate with Customer and any law enforcement or regulatory official investigating such Security Breach. 15) Miscellaneous Clauses: a) Dispute Resolution. In the event of any claim or dispute of any nature between the parties arising out of or relating to this Agreement, including but not limited to performance, breach, termination, expiration, application, or meaning of this Agreement, the parties shall first attempt to resolve all such claims and disputes by consulting and negotiating with each other in good faith to attempt to reach a solution satisfactory to both parties including,where practicable,through non-binding mediation if mutually agreed by the parties. b) Non-Restrictive Relationship. Company may provide the same or similar services to other customers and Customer may utilize other information technology service providers that are competitive with VuSpex. c) Waiver.The rights and remedies provided to each of the parties herein shall be cumulative and in addition to any other rights and remedies provided by law or otherwise.Any failure in the exercise by either party of its right to terminate this Agreement or to enforce any provision of this Agreement for default or violation by the other party shall not prejudice such party's rights of termination or enforcement for any further or other's default or violation or be deemed a waiver or forfeiture of those rights. d) Force Maieure.Any delay or failure of either party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such parry's control, without such party's fault or negligence and that by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, global pandemics, embargoes, explosions, riots,wars or acts of terrorism) (each, a "Force Majeure Event"). If a Force Majeure Event occurs,the party delayed or unable to perform shall give immediate notice to the other party. A party's financial inability to perform, changes in cost or services, market conditions or supplier actions or contract disputes will not excuse service level performance. The party shall use all diligent efforts to end the Force Majeure Event,ensure that the effects of any Force Majeure Event are minimized and resume full performance under this Agreement. If performance cannot be resumed in a mutually agreed upon period, Page 7 of 16 Page 58 of 804 Agenda Item #5. Customer may terminate this Agreement without penalty and Company shall refund a prorated portion pre- paid fees reflecting any period remaining on the Agreement. e) Notices.All notices required under or regarding this Agreement will be in writing and will be considered if delivered personally,mailed via registered or certified mail(return receipt requested and postage prepaid), given by facsimile(confirmed by certification of receipt)or sent by courier(confirmed by receipt)addressed to the following designated parties: If to VuSpez: if to Village of Tequesta: 125 Hangar Way,Suite 210 Watsonville, CA 95076 345 Tequesta Drive,Tequesta, FL 33469 Attention: Nara Cavalcanti Building & Business Relations Officer ncavalcanti@tequesta.org Attention: Dane Demicell (561)768-0417 f) Severability.If any term or provision of this Agreement is held to be illegal or unenforceable,the validity or enforceability of the remainder of this Agreement will not be affected. g) Captions.The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. h) Amendments.This Agreement and the Exhibits may be amended only by an instrument in writing executed by the parties hereto. i) Applicable Law.This Agreement is made under and will be construed in accordance with the law of the State of Florida without giving effect to that state's choice of law riles. The forum for any dispute or litigation arising out of this Agreement shall be in the appropriate Courts in and for Santa Cruz,County California. j) Assignment;Successors and Third Party Beneficiaries. This Agreement shall be binding on the parties hereto and their respective successors and assigns. Notwithstanding the above, it is agreed that neither party shall assign or transfer this Agreement without the prior written consent of the other party; provided that either party may assign this Agreement and all SOWs to an entity that has acquired all or substantially all of its assets or capital stock as successor to the business and,provided further,that any assignment by Customer will shall be subject to the scope limitations set forth in the applicable SOW.This Agreement shall inure to the benefit of Company and Customer and any successors or assigns of Company and Customer.No third party shall have any rights hereunder. k) Subcontracting. Company shall not assign or subcontract the perfonnance of any portion of the Services to any entity or subcontractor, whether an affiliate or related entity, whether located within or outside of the United States without prior written consent of Customer,which shall not be unreasonably withheld. In the event that Customer approves the use of a subcontractor(s) by Company, Company shall ensure that all subcontractors adhere to and comply with the material terms and conditions of the Agreement including,but not limited to,the Confidential Information,Insurance,and Data Security provisions,and Company shall be responsible and liable for Losses arising from acts or omissions of each subcontractor,including reasonable attorney fees,to the same extent as if such acts or omissions were by Company or its employees. 1) Insurance and Background Screening. i) During the Term,Company shall maintain the following insurance coverages relating to the Services: Page 8 of 16 Page 59 of 804 Agenda Item #5. (1) Commercial General Liability insurance in a minimum amount of$1,000,000 per occurrence and $2,000,000 in the aggregate;and (2) Errors and Omissions Liability insurance in a minimum amount of$1,000,000 per occurrence and $1.000.000 in the aggregate. ii) Company personnel performing Services under this Agreement will adhere to building and conduct rules when working on Customer premises. m) Entire Agreement.This Agreement and the SOW(s)and/or CAO(s)incorporated herein constitute the entire agreement between the parties and supersede any prior or contemporaneous communications,representations or agreements between the parties,whether oral or written,regarding the subject matter of this Agreement. In the event of any conflict between the terms of a SOW or CAO and this Agreement, the terms of this Agreement shall prevail, unless the applicable provision of the SOW or CAO expressly provides that it is intended to supersede this Agreement and specifically identifies the provisions that are to be superseded. IN WITHNESS WHEREOF,the parties have executed this agreement as of the date first written above written. VuSpex Village of Tequesta Signature Si afore Daher Name Name Title Title Date Date Page 9 of 16 Page 60 of 804 Agenda Item #5. Exhibit A VUSPEX CLICK VIRTUAL INSPECTIONS-SOLUTION DESCRIPTION Included Modules: • VuSpex Live Virtual Inspections • VuSpex SNAP • VuSpex Offline Field Reports Page 10 of 16 Page 61 of 804 Agenda Item #5. Exhibit B TECHNICAL SUPPORT SERVICES Provided that Customer remains current in its payment obligations to Company,Company will provide the following support for problems that Customer has or experiences with an Software that are verifiable and reproducible. Support Hours Technical Support is provided from 8:00 AM to 5:00 PM PST,Monday through Friday,excluding U.S.bank holidays ("Support Hours'). Customer is encouraged to contact its designated Customer Success representative for support requests during normal business hours. Alternatively, in the case of urgent /emergency situations, Customer may contact Company support organization directly by telephone at(844)288-7739 or by e-mail at support u'vuspex.com or at wNa-Ni'.vuspex.com/support.Company shall designate a principal contact and a back-up contact for support issues (the "Company Support Contacts") and shall provide email and phone contact information for such individuals. Company tracks and logs all support requests, and Customer may email Company at any time to inquire about a support request.Emails received outside of support hours are collected,but no action can be guaranteed until the next business day. Incident Priority and Response Times The following guidelines are used to determine priority of incidents and response timeline. Company determines severity in its sole discretion.To enable such support,Customer must report technical issues in a timely manner to its designated Company support contact(s)and provide reasonable assistance as requested by Company to diagnose and resolve such issues. When Customer logs a support request in accordance with the process described above, Company will (a) acknowledge the request as soon as practicable and,in any case,in accordance with the table below,(b)use reasonable commercial efforts to resolve each significant error by providing a reasonable workaround,an object code patch or a specific action plan for how Company will address the problem,(c)provide an estimate of how long it believes it will take to resolve the problem,and(d)provide ongoing updates pursuant to the table below. Priority Description Response Initiated Follow-up Feedback Within (Status Update) Critical portions of an Software are down and no Every 4 hours or as Priority 1 work-around is available.Company and Customer 1 hour agreed at time of are willing to commit full-time resources around incident the clock to resolve the situation. Major error within an Software.There are barriers Every 24 hours or as Priority 2 to usage,but there is a work-around. 2 hours agreed at time of incident Priority 3 Major flaw in software logic. 1 business day As agreed at time of incident Priority 4 Minor flaw in software logic. 2 business days As agreed at time of incident Note: If a support request is made outside of Support Hours,the clock begins to run when the next block of Support Hours commences;provided,however,that one or both of the identified Company Support Contacts shall be available to engage with Customer in connection with P1 issues outside of the Support Hours so that PI coverage is effectively 24x7x365. Pa'c I of 16 Page 62 of 804 Agenda Item #5. Exclusions Any problems caused by (a)use of an Software by Customer in a manner not in accordance with the Agreement or the Applicable Order Form;(b)Customer's breach of its obligations contained herein or in the applicable Order Form; (c)modifications to the Software not made or authorized by Company;(d)software platform updates by third-parties integrated with Company and/or Customer, including hardware operating system software and updates; (e) modifications to the Software made by Customer's IT department that changes or disrupts normal Company software operation; or (f) a failure by Customer to procure the minimum Access Equipment or problems with the Access Equipment,are not covered by Technical Support, and Customer shall be responsible for paying Company' normal reasonable charges and expenses for time or other resources provided by Company and requested by Customer to diagnose or attempt to correct any such problems. Page 12 of 15 Page 63 of 804 Agenda Item #5. Exhibit C SERVICE LEVEL AGREEMENT Availability Of Software Company shall use commercially reasonable efforts to maintain the Software in a manner that minimizes errors and interruptions and to make such Software available 24 hours a day, seven days a week, but it is understood that an Software may be temporarily unavailable due to maintenance,application of Updates(as defined below)and testing of systems,applications and networks within the data center(collectively,"Maintenance"). Maintenance conducted after 5 PM Pacific each Friday through Sunday 8 PM Pacific (the "Maintenance/Change Windows") shall be considered to be"Scheduled Maintenance."Company will inform Customer of the Scheduled Maintenance times. In the event Company brings down an Software in order to conduct Maintenance outside of the Maintenance/Change Window("Emergency Maintenance"),Company will follow the procedure set forth below: • Within 60 minutes of providing the initial notice, Company will notify Customer via e-mail with a status and ETA for restoring service.See www.vuspex.com/status for updates. • Every four(4)hours until the service is restored,Company will notify Customer via e-mail with status and ETA for restoring. Monthly Availability Credit Company will use all reasonable efforts to minimize downtime of the Software and to ensure a Monthly Availability Percentage of 99.90%, except as set forth below. The Monthly Availability Credit is calculated on an aggregate Monthly basis as follows: Monthly Availability Percentage= (total minutes in the month—total number of minutes that the Software is inoperable in that month)/total minutes in the month So long as Company takes commercially reasonable steps to restore service as rapidly as possible, the Monthly Availability Percentage excludes(1)periods of Scheduled Maintenance;(2)problems caused by use by Customer of the Software in a manner not in accordance with the Documentation; (3) outages due to problems with Promotion Data;(4)outages due to system administration,commands,file transfers performed by Customer representatives;(5) outages due to denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders,strikes of third parties or labor disputes of third parties,acts of civil disobedience, acts of war,acts against parties(including carriers and Company's other vendors),and other force majeure items;(6) lack of availability due to untimely response time of Customer to respond to incidents that require its participation for source identification and/or resolution; (7) outages due to Customer's breach of its material obligations under the Agreement; (8)outages due to failure of the Customer Access Equipment or other Customer hardware or software; and(9)outages due to dependencies on third party services such as Twilio, ACVonage,Amazon AWS,Apple,and Google. Remedy If the Monthly Availability Percentage is less than 99.9%for a particular Software in any given month,Customer will be entitled to receive a refund of the prior month's billing fees attributable to that Software in that particular month as follows: Uptime Percentage Credit Percentage 98.00%-99.89% 5% 96.00%-97.99% 10% Less than 96.00% 15% Page 13 of 16 Page 64 of 804 Agenda Item #5. Business Continuity and Backups The AWS infrastructure has a high level of availability and provides Company with the features to deploy a resilient IT architecture.AWS has designed its systems to tolerate system or hardware failures with minimal customer impact. AWS data centers are built in clusters in various global regions.All data centers are online and serving customers;no AWS data center is"cold." In case of failure,automated processes move customer data traffic away from the affected area.Core applications are deployed in an N+1 configuration,so that in the event of a server failure,there is sufficient capacity to enable traffic to be load-balanced to the remaining servers. Updates and Versions Company automatically deploys in the Data Center all updates, error corrections, modifications, enhancements, releases or new versions of the Software made generally available during the applicable Term (herein collectively called"Updates"). Updates do not include releases,options,or future products that Company reasonably designates as a separate product. Page 14 of 16 Page 65 of 804 Agenda Item #5. Exhibit D STATEMENT OF WORK#1 Included Software: VuSpex CLICK Included Scope of Use United States only Unlimited users,Unlimited Inspections,All future Upgrades and Features Unlimited CLOUD storage Fees and Payment Terms 1. As described separately in the quotation and below in this Exhibit D. 2. VuSpex CLICK-Annual Integrated City Plan-Unlimited Inspections 3. VuSpex CLICK with Village of Tequesta Integration-Fixed Annual Pricing for Unlimited Users and Inspections, with All Features 4. VuSpex CLICK Implementation and Training This committed annual fee will be invoiced upon signing. Customer shall pay such invoice in accordance with the terms of the Agreement. Deployment Phases Step 1 -Gather requirements VuSpex and the Village of Tequesta will collaborate to identify the requirements for a successful deployment and go-live of virtual inspections. Step 2-Project Planning VuSpex and the Village of Tequesta will develop the project timeline and milestones to meet the Go-live target date. Step 3-Partial roll out VuSpex is deployed in a test environment.VuSpex staff will work with designated Inspectors on a partial roll out. These Inspectors become familiar with VuSpex from both the Inspector and Contractor perspective while performing"shadow"inspections in a non-production environment.These Inspectors will also be designated as internal trainers. Step 4-Inspector and Staff training VuSpex staff performs joint training of designated Inspectors and other agency personnel on the use of VuSpex AC Inspector and Contractor applications.This step may be performed in either a test environment or production based on Agency preferences.Formal training presentations and User Guides are available and included. Step 5-Contractor Outreach and co-promotion VuSpex and the Village of Tequesta web services staff will collaborate to develop a contractor outreach campaign and contractor training including Village of Tequesta website additions. Step 6-Go live with VuSpex VuSpex is moved from the test environment to production, if necessary Page 15 o f 16 Page 66 of 804 Agenda Item #5. Annual Price Quote All Prices are in US Dollars (USD) Product Qty Your Price Total VuSpex CLICK- Annual Unlimited Inspections 1 $8,750 $8,750 • VuSpex CLICK with the Village of Tequesta Integration - Fixed Annual Pricing for Unlimited Users and Inspections with All Features VuSpex Implementation - CLICK Product(one-time fee) 1 $0 $0 • VuSpex CLICK - CLICK Implementation, Configuration, and Inspector Training Annual Total $8,750 • Payment is due upon commencement. Service begins with payment • Terms: net 30 for"Year I"pricing • Includes all VuSpex CLICK features, upgrades, and version updates • Second-year pricing$8,750 • 2-year pricing proposal with 5%uplift in subsequent years Page 16 of 16 Page 67 of 804 Agenda Item #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 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 Imcwilliams@teguesta.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 and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. Page 68 of 804 Agenda Item #5. "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 AA"), published by the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/." Page 69 of 804 Agenda Item #5. Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org Village Clerk's Office Memorandum TO: Jeremy Allen, Village Manager FROM: Lori McWilliams, MPA, MMC, Village Clerk DATE: 8/28/2025 SUBJECT: Microfilm Disposal MCCi recently completed a large-scale imaging project for the Clerk's Office, scanning all microfilm files that had been stored at the State Records Archive in Tallahassee. These files are now housed in the Village's records management system, Laserfiche, and are easily accessible. This agreement authorizes MCCi to proceed with the destruction of the original physical documents. Legal has reviewed and approved. TOTAL COST: $0 This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form: https://bit.ly/3mnfeU4 Page 70 of 804 Agenda Item #5. ADDENDUM TO PROFESSIONAL SERVICES CONTRACT The following will constitute an Addendum (Physical Destruction Agreement) to the contract between MCCi, LLC and Village of Tequesta,FL(Scanning-2025/04/08)according to the following: AGREEMENT This agreement is made on 8 18 2025 by and between MCCi, LLC located at 3717 Apalachee Pkwy,Tallahassee, FL 32311, and Village of Tequesta,FL at 345 Tequesta Drive,Tequesta, FL 33469 (hereafter referred to as the Client) and is intended to document the understanding of both parties regarding the destruction of the clients' documents. UNDERSTANDING It is hereby understood that the Client has provided documents to MCCi for the purpose of scanning. Client is in receipt of digital images,and the Client has no further interest in the physical documents. It is the Client's intention that MCCi dispose of the documents currently. Unless contracted otherwise,documents that do not contain sensitive or confidential data will be destroyed in a manner that is at the discretion of MCCL MCCi may recycle,shred, burn,or in any other manner destroy documents. In no event will MCCi be held in any way responsible for any aspect of the destruction of said documents. If any costs are associated with the destruction of these documents,the client will be responsible for any cost incurred by MCCL If the documents are confidential or contain sensitive data,the Client will contract with MCCi to professionally destroy the documents by shredding.The Client is responsible for paying any fees associated with the destruction, as written in the contract.MCCi will provide the Client with a Certificate of Destruction upon completion. Files to be destroyed are summarized below: Total images 46,429 1 Total Documents 40 Total Boxes 1 Accepted by: Village of Tequesta, FL Pr'nt Name Title �,a1 a S 'g ature Date Submitted by: MCCi,LLC Marie Grosh, Director of Scanning Operations Date Page 71 of 804 Agenda Item #5. Lori McWilliams From: Dylan Brandenburg <Dylan@davislawteam.com> Sent: Tuesday,August 26, 2025 4:54 PM To: Lori McWilliams Cc: Keith Davis Subject: [EXTERNAL] FW: Physical Document Destruction Agreement -Tequesta FL WARNING:This email originated from outside of our organization. Please be cautious and do not click on links or open attachments unless you recognize the sender and know the content is safe. [A Hi Lori, I've taken a look at this doc. It looks ok to me. Dyla n Dylan J. Brandenburg, Esquire Mo DAVIS A 9 oS CI P* w 701 Northpoint Parkway, Suite 205 West Palm Beach, Florida 33407 Tel: (561) 281-6428 Email: dylan@davislawteam.com From: Lori McWilliams<Imcwilliams@tequesta.org> Sent: Monday,August 25,2025 12:49 PM To: Keith Davis<keith@davislawteam.com> Cc:Sarah Bonning<sbonning@mccinnovations.com> Subject: FW: Physical Document Destruction Agreement-Tequesta FL Importance: High Keith, MCCi scanned all the microfilm files that we had been housing over the years (way before me) at the state records center. They are now scanned and located in our imaging system in house. This agreement gives them the approval to destroy the original microfilm as we no longer need it. Can you please review the agreement for legal sufficiency? Thanks, 1 Page 72 of 804 Agenda Item #5. Lori Lori McWilliams Village Clerk Admin Public Information Officer The Village of Tequesta p. 561-768-0443 1 c. 561-367-5006 a. 345 Tequesta Dr,Tequesta, FL, 33469 w.www.teguesta.org e. Imcwilliams@teguesta.org 2 Page 73 of 804