Village Council

VILLAGE OF INDIANTOWN AGENDA REGULAR VILLAGE COUNCIL MEETING May 28, 2026 6:00 PM BOB SOUZA CENTER 15655 SW Osceola Street. Indiantown, Florida 34956 VILLAGE COUNCIL CARMINE DIPAOLO, MAYOR PHYLLIS WATERS BROWN, VICE MAYOR ANGELINA PEREZ, COUNCILMEMBER KAREN ONSAGER, COUNCILMEMBER VERNESTINE PALMER, COUNCILMEMBER ADMINISTRATION TARYN KRYZDA, VILLAGE MANAGER WADE C VOSE ESQ, VILLAGE ATTORNEY LARHONDA MCBRIDE, VILLAGE CLERK Civility: Being "civil" is not a restraint on the First Amendment right to speak out, but it is more than just being polite. Civility is stating your opinions and beliefs, without degrading someone else in the process. Civility requires a person to respect other people's opinions and beliefs even if he or she strongly disagrees. It is finding a common ground for dialogue with others. It is being patient, graceful, and having a strong character. That's why we say "Character Counts" in Indiantown. Civility is practiced at all Village meetings. Special Needs: If anyone attending this meeting requires a reasonable accommodation, please contact LaRhonda McBride, Village Clerk, by telephone at (772) 597-9900 or by email at lmcbride@indiantownfl.gov at least 48 hours in advance. Quasi-Judicial Hearings: Some of the matters on the Agenda may be "quasi-judicial" in nature. Village Council Members are required to disclose all ex-parte communications regarding these items and are subject to voir dire by any affected party regarding those communications. All witnesses testifying will be "sworn" prior to their testimony. Appeal of Decision: If a person decides to appeal any decision made by the Village Council with respect to any matter considered at this meeting, he or she will need a record of the proceeding, and for that purpose, may need to ensure that a verbatim record of the proceeding is made, which record includes any testimony and evidence upon which the appeal will be based. CALL TO ORDER May 28, 2026 1

1. APPROVAL OF CONSENT AGENDA 2. REGULAR AGENDA 2A Approval of First Amendment - CAPTEC Engineering Services Agreement Services for Seminole Drive Roadway Improvements 2B Approval of Agreement with Florida Design Drilling LLC for Overdrilling of Wells #1, #3, #5 and Construction of Replacement Well 4R. ROLL CALL INVOCATION PLEDGE OF ALLEGIANCE ADDITIONS, DELETIONS, PULLED ITEMS OR OTHER MODIFICATIONS PROCLAMATIONS, AWARDS AND SPECIAL PRESENTATIONS Indiantown Athletics Association Presentation by Barbara Clowdus PUBLIC COMMENT (3 MINUTES EACH) -The public is invited to comment for up to 3 minutes on any item not on the Agenda. Questions are typically deferred to staff, and if civility is not practiced, the Mayor may rule the person out of order, and may require the person be removed from the meeting. COMMITTEE REPORTS COMMENTS BY VILLAGE COUNCIL MEMBERS COMMENTS BY VILLAGE MANAGER APPROVAL OF AGENDA May 14, 2026 Minutes - Village Council Meeting Approval of Special Magistrate Retainer Agreement 2026 The Village Council approve the Special Magistrate Retainer Agreement 2026. Motion to approve the First Amendment to the Agreement with CAPTEC Engineering, Inc. for professional engineering services associated with the Seminole Drive Roadway Improvement Project in a total anticipated contract amount of $71,242.50, and authorize the Village Mayor to execute the agreement and all other documents necessary to effectuate the amendment. Motion to approve the award of the contract for the Overdrilling of Wells #1, #3, #5 and construction of replacement Well 4R to Florida Design Drilling May 28, 2026 2

3. FIRST READING ORDINANCES LLC in the total anticipated contract amount of $1,750,000.00, and authorize the Village Mayor to execute the agreement and all related documents necessary to effectuate the award. ORDINANCE NO. 04-2026 AN ORDINANCE OF THE VILLAGE OF INDIANTOWN, FLORIDA, ADOPTING AMENDMENTS TO THE VILLAGE OF INDIANTOWN COMPREHENSIVE PLAN BASED ON THE VILLAGES EVALUATION AND APPRAISAL OF THE COMPREHENSIVE PLAN PURSUANT TO SECTION 163.3191, FLORIDA STATUTES; AND PROVIDING FOR FINDINGS, SEVERABILITY, CONFLICTS, CODIFICATION, AND AN EFFECTIVE DATE. Village Staff recommends that the Village Council approve the proposed comprehensive plan amendments for transmittal to Florida Commerce. DISCUSSION ITEMS PUBLIC COMMENT -The public is invited to comment for up to 3 minutes on any item not on the Agenda. Questions are typically deferred to staff, and if civility is not practiced, the Mayor may rule the person out of order, and may require the person be removed from the meeting. ANNOUNCEMENTS NEXT REGULAR MEETING (ANNOUNCE TIME, DATE AND LOCATION) ADJOURNMENT May 28, 2026 3

MEETING DATE: May 28, 2026 MEETING TYPE: Regular Village Council Meeting AGENDA ITEM TITLE: Indiantown Athletics Association Presentation by Barbara Clowdus SUMMARY OF ITEM: FISCAL IMAPCT STATEMENT: RECOMMENDATION: PREPARED BY: DATE: VILLAGE OF INDIANTOWN, FLORIDA AGENDA MEMORANDUM ATTACHMENTS: Description 4

MEETING DATE: May 28, 2026 MEETING TYPE: Regular Village Council Meeting AGENDA ITEM TITLE: May 14, 2026 Minutes - Village Council Meeting SUMMARY OF ITEM: FISCAL IMAPCT STATEMENT: RECOMMENDATION: PREPARED BY: DATE: VILLAGE OF INDIANTOWN, FLORIDA AGENDA MEMORANDUM ATTACHMENTS: Description 260514 Village Council Meeting Draft.docx 5

VILLAGE OF INDIANTOWN REGULAR VILLAGE COUNCIL MEETING MINUTES May 14, 2026 6:00 PM BOB SOUZA CENTER 15655 SW Osceola Street, Suite C Indiantown, FL 34956 CALL TO ORDER: 6:01 p.m. ROLL CALL: LaRhonda McBride, Village Clerk PRESENT: Mayor Carmine Dipaolo, Council Member Vernestine Williams Palmer, Council Member Angelina Perez, and Council Member Karen Onsager. Vice Mayor Phyllis Waters Brown was in attendance virtually. Staff: Village Attorney Wade C. Vose, Community & Economic Development Director Deanna Freeman, and Village Clerk LaRhonda McBride and Deputy Clerk Christina Hernandez. INVOCATION: LaRhonda McBride PLEDGE OF ALLEGIANCE: Mayor Dipaolo led the Pledge of Allegiance. ADDITIONS, DELETIONS, PULLED ITEMS OR OTHER MODIFICATIONS: None PROCLAMATIONS, AWARDS AND SPECIAL PRESENTATIONS: None PUBLIC COMMENT: Eric Miller requested that the Village Council begin the process of reviewing and setting up new Land Development Regulations, permitted under SB 484. COMMITTEE REPORTS: None COMMENTS BY VILLAGE COUNCIL MEMBERS: Council Member Onsager reported that at the proposal meeting for the new school, it was announced that the school would not adopt a K–8 model. A new K–5 building was proposed 6

Minutes of the Regular Village Council Meeting of May 14, 2026 Page 2 of 5 instead. Additionally, the school has committed to picking students up at Warfield Elementary. Council Member Williams Palmer thanked everyone in attendance for taking the time to join the meeting. Council Member Perez had no comments. Vice Mayor Waters Brown had no comments. Mayor Dipaolo had no comments. COMMENTS BY VILLAGE MANAGER: None APPROVAL OF AGENDA: Motion was made to approve the Agenda by Council Member Williams Palmer. Motion was duly seconded by Council Member Onsager and approved unanimously. CONSENT AGENDA:  Approval of the Minutes of the Village Council Meeting of April 23, 2026  Approval of the Minutes of the Village Council Meeting of April 30, 2026 Motion was made to approve the Consent Agenda by Council Member Onsager. Motion was duly seconded by Council Member Williams Palmer and approved unanimously. REGULAR AGENDA: FIRST READING ORDINANCES: None SECOND READING ORDINANCES: Application No. SP-26-0003: A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF INDIANTOWN, FLORIDA, TO APPROVE THE TERRA LAGO PUD (FORMERLY INDIANTOWN DRI PUD) SIXTH AMENDMENT TO PLANNED UNIT DEVELOPMENT ZONING AGREEMENT FOR AN APPROXIMATELY 806.342 ACRE +/- PROPERTY LOCATED NORTH OF SW WARFIELD BOULEVARD AND EAST OF SW ALLAPATTAH ROAD; AND PROVIDING FOR FINDINGS, CONFLICTS, SEVERABILITY, AND EFFECTIVE DATE. Village Attorney Vose provided an overview of the item. Those offering testimony were sworn in by Village Clerk McBride. Village Attorney stated for the record the quasi-judicial nature of the proceedings. Village Clerk McBride confirmed that the application had been properly 7

Minutes of the Regular Village Council Meeting of May 14, 2026 Page 3 of 5 advertised. No conflicts of interest were declared by the Council Members. No ex parte communications were disclosed by the Council Members. Community & Economic Development Director Freeman gave a presentation of the proposed PUD, then yielded the floor to applicant’s representatives. Erika Beitler with HJA Design Studio presented additional information on behalf of the applicant. Council Member Onsager inquired about the additional 100,000 square feet of commercial mixed-use added in Phase 6. Joshua Kellam with The Garcia Companies stated that members of the community have requested retail spaces, doctors’ offices, and restaurants, as well as more walkability overall, though final plans are undecided. The proposed fire department would not be included in this plot and would stand on its own. Council Member Williams Palmer inquired about oversight of the fire station, urgent care, dog parks, and expected date of completion. Mr. Kellam stated that the fire station would be overseen by the Martin County Fire Department, following a donation of that land to Martin County by Terra Lago. Terra Lago is working with urgent care tenants to bring in an emergency facility. There are numerous open green spaces that may be designated as permanent, fenced, off-leash dog parks in Terra Lago. Mr. Kellam stated that they had just completed Phase 1b. Council Member Onsager asked whether multi-family homes would be available for rental or purchase. Mr. Kellam stated that there are currently no rental homes, and it is undecided whether there will be in the future. However, there will be 300 rental apartments. Mayor Dipaolo thanked The Garcia Companies for investing in Indiantown. Alan Gilliam shared concerns regarding the proposed 50-acre commercial property. Eric Miller spoke in opposition to the application, noting the potential impact to wetlands. Victor Abreu spoke in opposition to the application. 8

Minutes of the Regular Village Council Meeting of May 14, 2026 Page 4 of 5 Sheila Rosario asked whether these changes would affect the Homeowners Association (HOA) and Community Development District fees and guidelines, as well as whether the new development would have its own HOA. Mr. Kellam stated that the HOA would be unaffected and that the new road would not impact wetlands. Rosaria Martinez spoke in opposition to the application. Council Member Williams Palmer inquired about lights and impacts to the canal. Mr. Kellam stated that there is a lighting plan for Terra Lago approved under Village guidelines and that the relocation of the canal had been permitted through the South Florida Water Management District. Council Member Onsager inquired about buffering along the area that borders the countryside. Discussion ensued regarding buffering. Ms. Beitler provided additional details about buffering. Steve Little, project manager of Terra Lago, provided precise boundary measurements of the canal and the barriers. Discussion ensued regarding the need for growth of fire services, where the fire station would be built, and buffering using landscaping and vegetation. Mayor Dipaolo stated that while he sympathizes with the public’s concerns, economic development in the Village will improve quality of life. Council Member Williams Palmer stated that she understands the importance of preserving Indiantown’s rural character; however, Indiantown was once so rural that it was not a desirable place to live. She stated that when she arrived in Indiantown, residents were concerned that Martin County was not using their taxes to improve the community, and if the Village wants more and better, there will need to be some sacrifices. Motion was made to approve Application No. SP-26-0003 by Vice Mayor Waters Brown. Motion was duly seconded by Council Member Williams Palmer and approved unanimously. Ana Farias expressed concerns regarding parking and vehicle storage and the size of the lot for the proposed fire station. Terry Gilliam expressed concern that the depth of the canal may be causing 9

Minutes of the Regular Village Council Meeting of May 14, 2026 Page 5 of 5 drainage issues with her pond. Mr. Kellam stated that The Garcia Companies would commit to building a dry storage area outside of Terra Lago to address Ms. Farias’ concerns and that Steve Little would visit Ms. Gillam and any other concerned residents to check on drainage issues. Council Member Williams Palmer asked whether the Terra Lago community center would be open to the public. Mr. Kellam stated that the multipurpose field would be open to the public, but the clubhouse would not. Council Member Williams Palmer asked whether the clubhouse would be available to rent for a fee by non-community members. Mr. Kellam was uncertain. He agreed to get back to the Council with a definitive answer. DISCUSSION ITEMS: None ANNOUNCEMENTS: Council Member Perez thanked the community for coming together the week prior to support teachers and staff. She announced that the next food drive will be held on Friday, May 15, 2026, at 8:00 a.m. in Timer Powers Park. On the evening of May 15, at 6:30 p.m., Indiantown High School will hold its graduation ceremony. Community & Economic Development Director Freeman announced a joint workshop between the Village Council and the Planning, Zoning & Appeals Board to discuss the Indiantown Comprehensive Plan and Evaluation and Appraisal Review amendments. The workshop will be held on Saturday, May 16, 2026, from 10:00 a.m. to 1:00 p.m. at the Elisabeth Lahti Library and is open to the public. NEXT REGULAR MEETING: May 28, 2026 ADJOURNMENT: 7:24 p.m. ATTEST: VILLAGE OF INDIANTOWN, FLORIDA _______________________________ _________________________________ LaRhonda McBride Carmine Dipaolo, Village Clerk Mayor ____________________ Date 10

MEETING DATE: May 28, 2026 MEETING TYPE: Regular Village Council Meeting AGENDA ITEM TITLE: Approval of Special Magistrate Retainer Agreement 2026 SUMMARY OF ITEM: Since June 2019, the Village has retained legal services to perform special magistrate services for code compliance proceedings with Paul Nicoletti and Keith Williams via separate agreements for $300.00 per hour. Mr. Nicoletti has joined the firm of TG Law PLLC which is a Florida Professional Limited Liability Company practicing law for local governments. Mr. Nicoletti will continue as the primary Special Magistrate and Gemma Torcivia and other members of TG Law, PLLC will be utilized as needed in Mr. Nicoletti's absence. The hourly rate for the Special Magistrate has increased from the $300.00 per hour established in 2019 with a one hour minimum per meeting to $350.00 per hour and 1.5 hour minimum per meeting. FISCAL IMAPCT STATEMENT: Funding has been budgeted in the General Fund. RECOMMENDATION: The Village Council approve the Special Magistrate Retainer Agreement 2026. PREPARED BY: Taryn Kryzda DATE: 05/22/26 VILLAGE OF INDIANTOWN, FLORIDA AGENDA MEMORANDUM ATTACHMENTS: Description Indiantown - Special Magistrate Retainer Agreement TG Law(PJN) clean.docx 11

SPECIAL MAGISTRATE RETAINER AGREEMENT - 2026 1 THIS SPECIAL MAGISTRATE RETAINER AGREEMENT - 2026 is entered into this _______ day of May, 2026, by and between the VILLAGE OF INDIANTOWN, a Florida municipality, (the “Village”) and TG Law PLLC, a Florida Professional Limited Liability Company (the “Special Magistrate”). WITNESSETH: WHEREAS, the Village requires a Special Magistrate to conduct its code enforcement hearings; and WHEREAS, TG Law PLLC is a Florida law firm with lawyers that specialize in Florida municipal and local government law, and are fully qualified to serve as Special Magistrate to conduct code enforcement hearings for the Village; and WHEREAS, that each and every lawyer working at TG Law PLLC continues to be a current member in good standing of the Florida Bar; and WHEREAS, the Village wishes to appoint TG Law PLLC as its Special Magistrate to provide services pursuant to this Agreement, as authorized by the Village’s Transitional Code of Ordinances and Florida Statutes. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: I. General Scope of Services All proceedings and duties of the Special Magistrate are authorized pursuant to the Village’s Transitional Code of Ordinances and Florida Statutes; including, but not limited to, Chapter 1, Article 4, General Ordinances, Transitional Village Code, and Ch. 162, Florida Statutes. The Special Magistrate shall schedule and conduct all hearings in accordance with the Transitional Village Code and/or Florida Statutes, and any relevant later adopted ordinances or statutes. At the conclusion of the hearings, the Special Magistrate shall issue an order containing findings of fact, based on the evidence of record, and conclusions of law, and shall order proper relief consistent with the powers granted in Village’s Transitional Code of Ordinances and/or Florida Statutes. The Special Magistrate’s services are non-exclusive. The Village Council hereby directs that TG Law PLLC shall serve as its Special Magistrate, with Paul J. Nicoletti continuing as primary Special Magistrate and Gemma Torcivia and other members of TG Law, PLLC as additional magistrates. Nothing herein shall be understood or interpreted by the Special Magistrate as guaranteeing the Special Magistrate a defined number of hours per month or annually, except that for any given magistrate hearing there shall be a fee of not less than 1.5 hours. 12

SPECIAL MAGISTRATE RETAINER AGREEMENT - 2026 2 The primary Special Magistrate shall have the additional duty and authority to make administrative rules and establish uniform procedures concerning the conduct of hearings, the form and filing of motions, pleadings, citations, notices, and generally may act in furtherance of his or her jurisdiction, as well as for any other Village magistrates. The Village shall provide suitable administrative support for its Magistrates, such that all Hearings shall be recorded, and minutes taken as provided by law, and that public records of all proceedings, notices, evidence, orders, and the like, shall be maintained by the Village. II. Compensation The Special Magistrate shall be compensated for work completed at the rate of Three Hundred Fifty dollars ($350.00) per hour for attendance at hearings, the consideration of stipulations and agreed orders and other matters not requiring a hearing, legal research, administrative considerations and the preparation of orders. III. Billing A statement for legal services rendered shall be provided at least quarterly. The Special Magistrate will structure the billing to identify the hours billed for each task or issue. The Village agrees to pay all invoices within forty-five (45) days, in accordance with the Local Government Prompt Payment Act. Service statements shall be sent to: Village of Indiantown P.O. Box 398 Indiantown, FL 34956 IV. Indemnification and Hold Harmless Agreement The Special Magistrate shall indemnify and hold harmless the Village, its Council members, officers, employees, and agents from all actions, claims, penalties, judgments, liabilities, losses, and causes of action which may arise out of its negligent fulfillment of this Agreement. The Magistrate shall pay all reasonable expenses incurred by the Village in defending itself, with regard to all damages and penalties the Village may legally be required to pay as a result of the negligence of the Magistrate as aforesaid, up to the limits of the professional liability insurance provided by the Special Magistrate, at its sole expense. Nothing in this indemnification is intended to constitute a waiver of the Village’s limitation on liability as set forth in Section 768.28, Florida Statutes. This covenant shall survive the expiration or termination of this Agreement. This provision shall not be construed to require the Magistrate to indemnify the Village in situations wherein a ruling is appealed in the ordinary course, as provided by law. In the event that a respondent or other person sues the Village as a result of a ruling or judgment rendered by the Magistrate, the Village will submit such claim or action to its tort insurance provider for coverage of such claim. It is only where the Magistrate is deemed to have been negligent that indemnification shall apply. 13

SPECIAL MAGISTRATE RETAINER AGREEMENT - 2026 3 V. Professional Independence of the Special Magistrate It is understood and agreed that the Special Magistrate is not an employee of the Village. The Special Magistrate is, and shall remain, an independent professional resource with respect to all services performed under this Agreement. No partnership relationship between the Village and the Special Magistrate is created or intended by this Agreement. The Village agrees that no member of the Village Council, no Village employee, and no Village consultant or agent, shall have any ex parte communication with a Magistrate concerning any matter or case before the Magistrate, or seek to influence, by any means, the outcome of any matter which shall come before a Magistrate, except at a proper hearing to which all parties have been given proper notice, or have waived such notice. This provision shall not apply to any Village employee assigned to assist a Magistrate in the performance of strictly administrative or ministerial duties. VI. Assignment This is an Agreement for unique personal services and the Special Magistrate’s obligation hereunder is not assignable. The Special Magistrate shall not assign, transfer, pledge, hypothecate, surrender, or otherwise encumber or dispose of any of its rights under this Agreement, or any interest in any portion of same, without the prior written consent of the Village. VII. Conflicts In the event a conflict arises between private clients of the Special Magistrate and the Village regarding an alleged code violation, the Special Magistrate shall immediately advise the Village Manager of such conflict. Before proceeding in any case where the appearance of a conflict knowingly exists, the Magistrate shall seek to obtain a written waiver from the Village Manager and the other person concerned, or if required by the Rules of the Florida Bar, recuse him or herself from any proceedings involving the private client. No Magistrate shall represent any client before the Village, or any of its boards, commissions, or the Village Council. VIII. Term; Termination This Agreement shall be for an initial two (2) year term, from May 1, 2026 through April 30, 2028. Nevertheless, the Special Magistrate shall serve at the pleasure of the Village Council, and such appointment may be terminated by the Village Council at any time with or without cause. If this Agreement is terminated, the Special Magistrate shall be paid for work performed up to the date of termination that does not involve misfeasance, malfeasance or nonfeasance in office. This Agreement shall automatically renew under the same terms and conditions for additional terms of two years, unless otherwise directed by the Village Council prior to the expiration of the then current term. The Special Magistrate shall have the right to terminate this Agreement by giving notice in writing to the Village sixty (60) days prior to the intended termination date. All notices shall be given at the following addresses, unless amended in writing: For Village to: Village Manager, Village of Indiantown 14

SPECIAL MAGISTRATE RETAINER AGREEMENT - 2026 4 P.O. Box 398 Indiantown, FL With copy to: Village Attorney 324 W. Morse Blvd. Winter Park, FL 32789 For Special Magistrate to: TG Law PLLC 515 N. Flagler Drive, Suite 350 West Palm Beach, FL 33401 IX. Public Records Compliance Special Magistrate (also referred to in this section as “contractor”) agrees that, to the extent that it may "act on behalf" of the Village within the meaning of Section 119.071(1)(a), Florida Statutes in providing its services under this Agreement, it shall: (a) Keep and maintain public records required by the public agency to perform the service. (b) Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, 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 contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the Village’s custodian of public records, in a format that is compatible with the information technology systems of the Village. (e) Pursuant to Section 119.0701(2)(a), Fla. Stat., IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Village Clerk, (772) 597-8281, P.O. Box 398, Indiantown, Florida 34956. 15

SPECIAL MAGISTRATE RETAINER AGREEMENT - 2026 5 X. Non-Discrimination The Special Magistrate shall assure that no person shall, on the grounds of race, color, creed, national origin, handicap, or sex, be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in any activity under this Agreement. The Special Magistrate shall take all measures necessary to effectuate these assurances. XI. Compliance with Laws The Special Magistrate, its employees, and subcontractors shall comply with all applicable federal, state, and local laws and regulations relating to the performance of this Agreement. XII. Amendment This Agreement may be amended only with the written approval of the parties. XIII. Waivers Failures or waivers to enforce any covenant, condition, or provision of this Agreement by the parties, shall not operate as a discharge or, invalidate such covenant, condition, or provision, or impair the enforcement rights of the parties. XIV. Complete Agreement This Agreement states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations, or agreements to the contrary. The Special Magistrate recognizes that any representations, statements or negotiations made by the Village staff do not suffice to legally bind the Village in a contractual relationship unless they have been reduced to writing, authorized, and signed by an authorized Village representative. XV. Situs; Venue This Agreement shall be governed by the laws of the State of Florida. In the event it is necessary for either party to initiate legal action regarding this Agreement, venue shall be in the Nineteenth Judicial Circuit in Martin County for claims under state law and the Southern District of Florida for any claims which are justiciable in federal court. XVI. Mediation In the event of a dispute between the parties in connection with this Agreement, the parties agree to submit the disputed issue or issues to a mediator for non-binding mediation prior to filing a lawsuit. The parties shall agree on a mediator chosen from a list of certified mediators available from the Martin County Clerk of Court. The fee of the mediator shall be shared equally by the 16

SPECIAL MAGISTRATE RETAINER AGREEMENT - 2026 6 parties. To the extent allowed by law, the mediation process shall be confidential and the results of the mediation or any testimony or argument introduced at the mediation shall not be admissible as evidence in any subsequent proceeding concerning the disputed issue. XVII. Contract Management The Special Magistrate shall be responsible for the management and enforcement of the terms of this Agreement on behalf of the Special Magistrate. The Village Manager or designee shall be responsible for the management and enforcement of the terms of this Agreement on behalf of the Village. IN WITNESS WHEREOF, the parties hereto have executed this document on the date first above written. ATTEST: VILLAGE OF INDIANTOWN, FLORIDA _____________________________ ________________________________ LARHONDA MCBRIDE CARMINE A. DIPAOLO VILLAGE CLERK MAYOR REVIEWED FOR FORM AND CORRECTNESS: _____________________________ WADE C. VOSE VILLAGE ATTORNEY SPECIAL MAGISTRATE TG LAW, PLLC _______________________________ BY: GEMMA TORCIVIA, MANAGER 17

Page 1 of 2 FIRST AMENDMENT TO INDEPENDENT CONTRACTOR’S AGREEMENT WITH CAPTEC ENGINEERING, INC. – ENGINEERINGS SERVICES FOR CDBG NR PROJECT – SEMINOLE DRIVE ROADWAY, RESURFACING, AND DRAINAGE IMPROVEMENTS THIS FIRST AMENDMENT (“Amendment”) is made this _____ day of May, 2026, by and between the Village of Indiantown, a Florida municipal corporation, and CAPTEC Engineering, Inc. WITNESSETH: WHEREAS, the aforementioned are parties to that certain Independent Contractor’s Agreement dated January 13, 2021 (“Agreement”), for professional engineering services in connection with the Village’s Community Development Block Grant (CDBG) Neighborhood Revitalization Project for Seminole Drive Roadway, Resurfacing, and Drainage Improvements; and WHEREAS, the parties find it appropriate to amend the Agreement to revise and replace Task 4B, as set forth in the Scope of Work attached to the Agreement, with Task 4B – Revised, as set forth in Exhibit “A” to this Amendment. NOW, THEREFORE, in consideration of the agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Recitals. All of the above recitals are true and correct and are fully incorporated herein. 2. Amendment. The Agreement is hereby amended to revise and replace Task 4B, as set forth in the Scope of Work attached to the Agreement, with Task 4B – Revised, including its additional scope of work, compensation terms, and time frame terms, all as set forth in Exhibit “A” to this Amendment. 3. Preservation of All Other Terms. All other terms of the Agreement remain in full force and effect, and are unmodified by this Amendment. [ Signature Page Follows. ] 18

Page 2 of 2 IN WITNESS WHEREOF, the parties have set their hands and seals hereto as of the day and year indicated above. CAPTEC ENGINEERING, INC ____________________________________ Print Name: __________________________ Title: ________________________________ ATTEST: ____________________________________ LaRhonda McBride Village Clerk Approved for form and content by: ____________________________________ Wade C. Vose Village Attorney VILLAGE OF INDIANTOWN ____________________________________ Carmine Dipaolo Mayor 19

301 NW Flagler Avenue  Stuart, FL 34994  772-692-4344  Fax 772-692-4341  E-mail: jcapra@gocaptec.com May 8, 2026 2031 Mr. Patrick Nolan EMAIL: pnolan@indiantownfl.gov Public Works and Utilities Director copy: kjoy@indiantownfl.gov Village of Indiantown 16550 SW Warfield Boulevard Indiantown, Florida 34956 RE: RFQ No. 2021-002 Community Development Block Grant (CDBG) Neighborhood Revitalization Project Seminole Drive Roadway, Resurfacing, and Drainage Improvements Additional Services Agreement for Construction, Engineering, and Inspection (CEI) / Post Design Services Dear Mr. Nolan: CAPTEC Engineering, Inc. (CONSULTANT) is pleased to provide The Village of Indiantown (VOI) (CLIENT) with our Additional Services Agreement for Construction, Engineering, and Inspection / Post Design Services. PROJECT DESCRIPTION CLIENT is requesting CAPTEC Engineering, Inc. (CONSULTANT) to perform Construction, Engineering, and Inspection (CEI) / Post Design Services for its Seminole Drive Drainage Project, which includes roadway, resurfacing, and drainage improvements. TASK 4B - Revised: Construction, Engineering, and Inspection (CEI) Services / Post Design CONSULTANT will attend one (1) Public Meeting being held on April 29, 2026, to explain the anticipated Timeline, Project Benefits, and Improvements to the Village’s Infrastructure. CONSULTANT will attend / conduct one (1) Pre-construction Meeting. Following the meeting, CONSULTANT will distribute the Approved for Construction (AFC) Plans to Contractor and minutes to the meeting. CONSULTANT will review Contractor shop drawings and product literature submittals to ensure compliance with the project design specifications and will provide limited on-site construction observation services during installation of the site improvements, including concrete, base, and subgrade inspections; and testing reports approvals. CONSULTANT will attend/conduct bi-weekly progress meetings with CLIENT’s Contractor and the Village. The CLIENT’s Contractor will be responsible for construction layout and preparation of as-built drawings of the final site improvements by a licensed professional land surveyor, as required by the permitting agencies. CONSULTANT will submit final certifications as necessary for permit compliance. 20

Seminole Drive May 8, 2026 Page 2 of 4 301 NW Flagler Avenue  Stuart, FL 34994  772-692-4344  Fax 772-692-4341  E-mail: jcapra@gocaptec.com CONSULTANT will review and recommend Pay Applications for payment by the CLIENT. CONSULTANT will make limited visits to the site at intervals approved by CLIENT and coordinated by CLIENT’s Contractor in order to observe the progress that has been made. Based on observations made during those visits, CONSULTANT will report, for the benefit of the CLIENT, whether the work is progressing in accordance with contract documents and endeavor to guard CLIENT from defective work. CONSULTANT will attend a Substantial Completion Inspection, provide a punch-list, and attend the Final Completion Inspection at the end of the project. CONSULTANT is not required or expected to make exhaustive or continuous inspections on the site to check the quality or quantity of the CLIENT’s Contractor’s work. Without limitation, during or as a result of CONSULTANT’s visits / observations of CLIENT’s Contractor’s work, CONSULTANT will not supervise, direct, control or have any authority over or be responsible for CONTRACTOR’S means, methods, techniques, sequences, or procedures of construction, including any safety precautions (life / health or property) and / or programs incidental thereto, or for any failure of CONTRACTOR to comply with laws and regulations applicable to the performance of work. CONSULTANT requests that this clause be included in Contractor’s agreement with CLIENT. Compensation / Time Frame The attached budget is predicated on a 180-day construction contract duration for the Project, plus two (2) weeks prior to the Contractor’s NTP for coordination of the pre- construction conference. Two weeks after the contractor’s completion date has been added for closeout process. The CEI Services timeline for completion is estimated to be two hundred and ten (210) calendar days. This budget provides for contract administration and field construction inspection. It is understood that daily inspection services will only be required when the contractor is on the project actively pursuing the work. TASK 4B-1: Contract Administration/ Sr. Project Eng. Administrator 5 5 2 2 10 10 $175.00 $60.00 $1,750.00 $600.00 TASK 4B-2: Construction Engineering & Inspection/ Sr. Project Eng. Sr. Inspector Administrator 5 20 5 19.1 22.2 25.5 95.5 444 127.5 $175.00 $95.00 $60.00 16,712.50 $42,180.00 $7,650.00 TASK 4B-3: Project Closeout Sr. Project Eng. Administrator 5 5 2 2 10 10 $175.00 $60.00 $1,750.00 $600.00 TOTAL $71,242.50 21

Seminole Drive May 8, 2026 Page 3 of 4 301 NW Flagler Avenue  Stuart, FL 34994  772-692-4344  Fax 772-692-4341  E-mail: jcapra@gocaptec.com CAPTEC Engineering, Inc. is extremely pleased to provide this proposal to the Village of Indiantown; your project will receive our utmost professional attention. Should you have any questions concerning this Agreement, please contact me. If you wish to direct us to proceed with the described services, please execute and return this agreement to our office via email to jcapra@gocaptec.com and cmmarthy@gocaptec.com. Again, we appreciate the opportunity to provide services for this most important project. Sincerely, Date: May 8, 2026 22

Seminole Drive May 8, 2026 Page 4 of 4 301 NW Flagler Avenue  Stuart, FL 34994  772-692-4344  Fax 772-692-4341  E-mail: jcapra@gocaptec.com CAPTEC HOURLY RATES Principal / Expert Witness…………………… $ 205.00/hour Sr. Principal/ PE……………………………… $ 180.00/hour PE / Construction Director…………………… $ 175.00/hour* PE / Quality Control Manager……………….. $ 170.00/hour PE/ Engineering Manager…………………… $ 155.00/hour PE / Sr. Project Manager……………………. $ 140.00/hour Project Design Manager/ EI………………… $ 130.00/hour Construction Project Manager……………… $ 115.00/hour* Project Design Engineer/ EI………………… $ 110.00/hour Assistant Project Designer …………………. $ 105.00/hour Project Design Engineer……………………. $ 95.00/hour Field Representative/ Sr. Inspector…………. $ 95.00/hour* Civil Design Technician……………………. $ 90.00/hour Office Manager……………………………… $ 70.00/hour Project Coordinator…………………………. $ 60.00/hour *Includes travel / mileage costs TYPICAL REIMBURSABLE EXPENSES CHART Reimbursable Expense Actual/Estimated Cost Cost Mileage Actual $.325/mile Tolls Actual varies Overnight Deliveries Estimated* Ground: $5 Letter: $20 Pak: $25 Tube: $30 Box: $35 Printing (in-house): B/W Xeroxing Color: Letter Legal Ledger Blueprints Color Half-size B/W Blueprints Half-size Color Blueprints Mylars Actual $.05 per page $.25 per page $.50 per page $1 per page $2.00 per sheet $4.00 per sheet $.50 per sheet $1.50 per sheet $5.00 per sheet Long Distance Calls/ Teleconferencing Calls Actual CAD Conversion of Files Actual time spent $130/hour Printing (outside source) Actual CD Actual $1/ea. *Actual cost depends upon package weight: provider – UPS. 23

CAPTEC Engineering, Inc. INDEPENDENT CONTRACTOR'S AGREEMENT THIS INDEPENDENT CONTRACTOR'S AGREEMENT ( hereinafter this Agreement") is made and entered into this 13th day of January 2022, by and between THE VILLAGE OF INDIANTOWN, a Florida municipal corporation ( hereinafter the VILLAGE") and CAPTEC ENGINEERING, INC., a Florida corporation ( hereinafter CONTRACTOR"). WITNESSETH WHEREAS, the VILLAGE is a political subdivision of the State of Florida, having a responsibility to provide certain services to benefit the citizens of the VILLAGE OF INDIANTOWN; and WHEREAS, the VILLAGE has the full power and authority to enter into the transactions contemplated by this Agreement; and WHEREAS, CONTRACTOR is in the business of engineering and consulting in the VILLAGE and elsewhere in the State of Florida; and WHEREAS, CONTRACTOR is competent and has sufficient manpower, training, and technical expertise to perform the services contemplated by this Agreement in a timely and professional manner consistent with the standards of the industry in which CONTRACTOR operates; and WHEREAS, CONTRACTOR was the successful proposer for an advertised Request for Qualifications identified as RFQ No. 2021-002 which satisfies the VILLAGE's Procurement Policy; and WHEREAS, CONTRACTOR agrees to provide such goods and services as more particularly described in this Agreement, as well as in any bid or proposal documents issued in connection with this project. NOW THEREFORE in consideration of the premises, and in consideration of the mutual conditions, covenants, and obligations hereafter expressed, the parties agree as follows: 1. Recitals. The foregoing recitals are true and correct, constitute a material inducement to the parties to enter into this Agreement, and are hereby ratified and made a part of this Agreement. 2. Description of Work. a. The VILLAGE hereby retains CONTRACTOR to furnish goods and services as described in the Scope of Services, which is attached hereto as Exhibit " A" and incorporated herein by reference. Any conflict between the terms and conditions in the Page 1 of 12 24

body of this Agreement and the terms and conditions set forth in Exhibit " A"will be resolved in favor of the body of this Agreement. b. CONTRACTOR must provide all permits, labor, materials, equipment, and supervision necessary for the completion of the Scope of Services, unless specifically excluded. c. CONTRACTOR must also comply with, and abide by,all requirements as contained in any invitation to bid ( ITB), request for proposals ( RFP), request for qualifications RFQ), bid specifications, engineering plans, shop drawings, material lists, or other similar documents issued for this project by the VILLAGE, together with any addenda, hereinafter the " Bid Documents, as applicable." The Bid Documents, if applicable, are hereby incorporated into this Agreement by reference and are declared to be material part of this Agreement. 3. Commencement and completion/Term. a. CONTRACTOR must commence work under this Agreement immediately upon receipt by CONTRACTOR of the Notice to Proceed, and must complete the work not later than one hundred and eighty [ 180] calendar days thereafter. 4. Payment. a. The VILLAGE agrees to compensate CONTRACTOR, for work actually performed under this Agreement, at the rate or basis described in Exhibit " A",which is attached hereto and incorporated herein by reference. CONTRACTOR must perform all work required by the Scope of Services, but in no event will CONTRACTOR be paid more than the negotiated amount set forth in Exhibit " A". b. Progress payments, if any, will be made as set forth in Exhibit " A". c. The VILLAGE reserves the right to ratably withhold amounts in the event of the nonperformance of all or part of CONTRACTOR's obligations. CONTRACTOR must, without additional compensation, correct and revise any errors, omissions, or other deficiencies in its work product, services, or materials arising from the error or omission or negligent act of CONTRACTOR. 5. Acceptance of work product, payment, and warranty. Upon receipt of a periodic work product, or notice that work has progressed to a point of payment in accordance with Exhibit A"attached or the Bid Documents, if any, together with an invoice sufficiently itemized to permit audit, the VILLAGE will diligently review those documents. When it finds the work acceptable under this Agreement the installment payment, found to be due to CONTRACTOR, will be paid to CONTRACTOR within thirty ( 30)days after the date of receipt of the invoice, unless another payment schedule is provided in Exhibit " A".CONTRACTOR warrants that the data utilized by CONTRACTOR ( other than as provided by the VILLAGE) is from a source, and collected using methodologies, which are generally recognized in CONTRACTOR's industry or profession to be a reliable basis and foundation for CONTRACTOR's work product. Page 2 of 12 25

CONTRACTOR must notify the VILLAGE in writing if it appears, in CONTRACTOR's professional judgement that the data or information provided by the VILLAGE for use in CONTRACTOR's work product is incomplete, defective, or unreliable. CONTRACTOR guarantees to amend, revise, or correct to the satisfaction of the VILLAGE any error appearing in the work as a result of CONTRACTOR's failure to comply with the warranties and representations contained herein. Neither inspection nor payment, including final payment, by the VILLAGE will relieve CONTRACTOR from its obligations to do and complete the work product in accordance with this Agreement. 6. Termination. a. Termination at Will: This Agreement may be terminated by the VILLAGE in whole or in part at any time without cause by the VILLAGE giving written notice to CONTRACTOR not less than 30 days prior to the date of termination; provided, however, that in such event, neither party will be relieved from its rights or obligations of this Agreement through the date of the actual termination. Notice must be delivered by certified mail, return receipt requested, or in person with proof of delivery. b. Termination for Cause: This Agreement may be terminated by either party for cause by the VILLAGE or CONTRACTOR giving written notice to the other party not less than 10 days prior to the date of termination; provided, however, that in such event, neither party will be relieved from its rights or obligations of this Agreement through the date of the actual termination. Notice must be delivered by certified mail, return receipt requested, or in person with proof of delivery. 7. Project management. a. The Project Managers for this project are as follows. Any subsequent changes to the Project Manager for either party may be provided by notice as described in paragraph 8 below and does not require an amendment to this Agreement. b. VILLAGE's Project Manager is: William Archebelle, Village Engineer. c. CONTRACTOR's Project Manager is: Joseph W. Capra, PE, Principal/ Quality Control Manager. 8. Notices. All notices to the parties under this Agreement must be in writing and sent certified mail to: a. To VILLAGE: Indiantown Village Council, Attention: Village Manager, 15516 SW Osceola St., Suite B, Indiantown, Florida 34956; b. To CONTRACTOR: CAPTEC Engineering, Inc., Attention: Joseph W. Capra, P.E., President, 301 NW Flagler Ave., Stuart, FL 34994. Page 3 of 12 26

9. Insurance. a. CONTRACTOR must maintain such insurance as will fully protect both CONTRACTOR and the VILLAGE from any and all claims under any Workers Compensation Act or Employers Liability Laws, and from any and all other claims of whatsoever kind or nature to the damage or property, or for personal injury, including death, made by anyone whomsoever, that may arise from operations carried on under this Agreement, either by CONTRACTOR, any subcontractor, or by anyone directly or indirectly engaged or employed by either of them. b. The insurance coverage required by this Agreement must not be less than the amounts described in the Bid Documents. If the Bid Documents do not state an insurance requirement or the amount of insurance, then the amount of insurance required by this Agreement must not be less than: i. Workers' Compensation ( unless exempt) with Employers' Liability with a limit of $500,000.00 each accident, $ 500,000.00 each employee, $ 500,000.00 policy limit for disease; ii. Commercial General Liability ( CGL) insurance with a limit of not less than 300,000.00 each occurrence. If such CGL insurance contains a general aggregate limit, it shall apply separately to this project in the amount of 600,000.00.CGL insurance shall be written on an occurrence form and include bodily injury and property damage liability for premises, operations, independent contractors, products and completed operations, contractual liability, broad form property damage and property damage resulting from explosion, collapse or underground ( x, c, u)exposures, personal injury, and advertising injury. Damage to rented premises shall be included at $ 100,000.00; iii. Commercial Automobile Liability Insurance with a limit of not less than 300,000.00 each accident for bodily injury and property damage liability. Such insurance shall cover liability arising out of any auto ( including owned, hired and non - owned autos) and such policy shall be endorsed to provide contractual liability coverage; and iv. Fire damage liability shall be included at $300,000.00. c. CONTRACTOR must furnish the VILLAGE with Certificates of Insurance, which are to be signed by a person authorized by that insurer to bind coverage on its behalf. The VILLAGE is to be specifically included as an additional insured and loss payee on all policies except Workers' Compensation. In the event the insurance coverage expires prior to the completion of the project, a renewal certificate must be issued 30 days prior to the expiration date. The policy must provide a 30 day notification clause in the event of cancellation or modification to the policy. All certificates of insurance must be on file with and approved by the VILLAGE before commencement of any work activities. d. The insurance coverages procured by CONTRACTOR as required herein will be considered as primary insurance over and above any other insurance, or self—insurance, available to CONTRACTOR, and any other insurance, or self-insurance available to Page 4 of 12 27

CONTRACTOR will be considered secondary to, or in excess of, the insurance coverage(s)procured by CONTRACTOR as required herein. 10. General Provisions. CONTRACTOR must comply with the following general provisions: a. Bond. If a surety bond has been required by the Bid Documents for CONTRACTOR's faithful performance and payment, and if at any time the surety is no longer acceptable to the VILLAGE, CONTRACTOR must, at its expense, within five ( 5)days after the receipt of notice from the VILLAGE to do so, furnish an additional bond or bonds in such form and with such Surety or Sureties as are satisfactory to the VILLAGE. The VILLAGE will not make any further payment to CONTRACTOR, nor will any further payment be deemed to be due to CONTRACTOR, until such new or additional security for the faithful performance of the work is furnished in a manner and form satisfactory to the VILLAGE. b. Compliance with Laws. In providing the Scope of Services, CONTRACTOR must comply with all federal,state, and local laws, statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and hereafter adopted. c. Personal nature of Agreement; Assignment. i. The parties acknowledge that the VILLAGE places great reliance and emphasis upon the knowledge, expertise, training, and personal abilities of CONTRACTOR. Accordingly, this Agreement is personal and CONTRACTOR is prohibited from assigning or delegating any rights or duties hereunder without the specific written consent of the VILLAGE. ii. If CONTRACTOR requires the services of any subcontractor or professional associate in connection with the work to be performed under this Agreement, CONTRACTOR must obtain the written approval of the VILLAGE Project Manager prior to engaging such subcontractor or professional associate. CONTRACTOR will remain fully responsible for the services of any subcontractors or professional associates. d. Discrimination. i. CONTRACTOR shall not discriminate against any employee employed in the performance of this Agreement, or against any applicant for employment because of age, ethnicity, race, religious belief, disability, national origin, or sex. CONTRACTOR shall not exclude any person, on the grounds of age, ethnicity, race, religious belief, disability, national origin, or sex, from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under, this Agreement. ii. CONTRACTOR shall provide a harassment - free workplace, with any allegation of harassment given priority attention and action by management. Page 5 of 12 28

e. Independent contractor. i. CONTRACTOR is,and will be deemed to be, an independent contractor and not a servant, employee, joint adventurer, or partner of the VILLAGE. None of CONTRACTOR's agents, employees, or servants are, or will be deemed to be, the agent, employee, or servant of the VILLAGE. None of the benefits, if any, provided by the VILLAGE to its employees, including but not limited to, compensation insurance and unemployment insurance, are available from the VILLAGE to the employees, agents, or servants of CONTRACTOR. CONTRACTOR will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, and subcontractors during the performance of this Agreement. Although CONTRACTOR is an independent contractor, the work contemplated herein must meet the approval of the VILLAGE and is subject to the VILLAGE's general right of inspection to secure the satisfactory completion thereof. CONTRACTOR must comply with all Federal, State and municipal laws, rules and regulations that are now or may in the future become applicable to CONTRACTOR, or to CONTRACTOR'S business, equipment, or personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations. The VILLAGE will not be held responsible for the collection of or the payment of taxes or contributions of any nature on behalf of CONTRACTOR. ii. CONTRACTOR will bear all losses resulting to it on account of the amount or character of the work, or because of bad weather, or because of errors or omissions in its contract price. iii. CONTRACTOR must utilize, and must expressly require all subcontractors to utilize, the U.S.Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by CONTRACTOR and any subcontractors during the Term of this Agreement. f. Indemnification. i. CONTRACTOR must indemnify and hold the VILLAGE harmless against and from any and all claims, losses, penalties, interest, demands, judgments, costs, damages, or expenses, including attorney's fees and court costs, incurred by the VILLAGE, or its agents, officers, or employees, arising directly or indirectly from CONTRACTOR's performance under this Agreement or by any person on CONTRACTOR's behalf, including but not limited to those claims, losses, penalties, interest, demands, judgments, costs, damages, or expenses arising out of any accident, casualty, or other occurrence causing injury to any person or property. This includes persons employed or utilized by CONTRACTOR including CONTRACTOR's agents, employees, and subcontractors). CONTRACTOR must further indemnify the VILLAGE against any claim that any product purchased or licensed by the VILLAGE from CONTRACTOR under this Agreement infringes a United States patent, trademark, or copyright. CONTRACTOR acknowledges that CONTRACTOR has received consideration for this indemnification, and any other indemnification of the Page 6 of 12 29

VILLAGE by CONTRACTOR provided for within the Bid Documents, the sufficiency of such consideration being acknowledged by CONTRACTOR, by CONTRACTOR's execution of this Agreement. CONTRACTOR's obligation will not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion or omission from any policy of insurance, whether such insurance is in connection with this Agreement or otherwise. Such indemnification is in addition to any and all other legal remedies available to the VILLAGE and not considered to be the VILLAGE's exclusive remedy. ii. In the event that any claim in writing is asserted by a third party which may entitle the VILLAGE to indemnification, the VILLAGE must give notice thereof to CONTRACTOR, which notice must be accompanied by a copy of statement of the claim. Following the notice, CONTRACTOR has the right, but not the obligation, to participate at its sole expense, in the defense, compromise or settlement of such claim with counsel of its choice. If CONTRACTOR does not timely defend, contest, or otherwise protect against any suit, action or other proceeding arising from such claim, or in the event the VILLAGE decides to participate in the proceeding or defense, the VILLAGE will have the right to defend, contest, or otherwise protect itself against same and be reimbursed for expenses and reasonable attorney's fees and, upon not less than ten ( 10) days notice to CONTRACTOR, to make any reasonable compromise or settlement thereof. In connection with any claim as aforesaid, the parties hereto must cooperate fully with each other and make available all pertinent information necessary or advisable for the defense, compromise or settlement of such claim. iii. The indemnification provisions of this paragraph will survive the termination of this Agreement. g. Sovereign Immunity. Nothing in this Agreement extends, or will be construed to extend, the VILLAGE's liability beyond that provided in section 768.28,Florida Statutes. Nothing in this Agreement is a consent, or will be construed as consent, by the VILLAGE to be sued by third parties in any matter arising out of this Agreement. h. Public records. i. CONTRACTOR is a " Contractor"as defined by Section 119.0701(1)(a),Florida Statutesand must comply with the public records provisions of Chapter 119, Florida Statutes, including the following: 1. Keep and maintain public records required by the VILLAGE to perform the service. 2. Upon request from the VILLAGE's custodian of public records, provide the VILLAGE with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement term and following Page 7 of 12 30

completion of the Agreement if CONTRACTOR does not transfer the records to the VILLAGE. 4. Upon completion of this Agreement, transfer, at no cost, to the VILLAGE all public records in possession of CONTRACTOR or keep and maintain public records required by the VILLAGE to perform the service. If CONTRACTOR transfers all public records to the VILLAGE upon completion of this Agreement, CONTRACTOR must destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains public records upon completion of this Agreement, CONTRACTOR must meet all applicable requirements for retaining public records. All records 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 information technology systems of the VILLAGE. ii. " Public records" is defined in Section 119.011(12),Florida Statutes, as may, from time to time, be amended. iii. If CONTRACTOR asserts any exemptions to the requirements of Chapter 119 and related law, CONTRACTOR will have the burden of establishing such exemption, by way of injunctive or other relief as provided by law. iv. CONTRACTOR consents to the VILLAGE's enforcement of CONTRACTOR's Chapter 119 requirements, by all legal means, including, but not limited to, a mandatory injunction, whereupon CONTRACTOR must pay all court costs and reasonable attorney's fees incurred by VILLAGE. v. CONTRACTOR's failure to provide public records within a reasonable time may be subject to penalties under Section 119.10,Florida Statutes. Further, such failure by CONTRACTOR will be grounds for immediate unilateral cancellation of this Agreement by the VILLAGE. vi. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES. TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, SUSAN A. OWENS, VILLAGE CLERK, AT