HomeMy WebLinkAbout2026-108Computerized Maintenance Management System (CMMS)
SOFTWARE AS A SERVICE (SaaS) AGREEMENT
This Software as a Service Agreement is by and between Mentor APM, LLC, an Arizona company ("Company"),
and Indian River County, a political subdivision of the State of Florida, hereinafter referred to as "Subscriber",
and is effective as of the date this Agreement is approved and accepted by Subscriber's Board of County
Commissioners below ("Effective Date"). From time to time herein, Company and Subscriber shall be referred
to as the "parties," and each, a "party." In consideration of the exchange of promises and covenants contained
in this Agreement and other good and valuable consideration, the parties hereby agree as follows:
i) SERVICES. As a result of a competitive solicitation process, Request for Proposals 2026oi6, Subscriber has
selected Company to provide a Computerized Maintenance Management System (CMMS) and associated
implementation services. Subject to the terms of this Agreement, and the timely payment in full of all
Subscription Fees (defined below), Company shall provide Subscriber a non-exclusive, non -assignable
(except as permitted in Section 13), and non -transferable right to access and permit Subscriber and
Subscribers Authorized Users (defined below) the right to access and use the Software and materials (the
"Services"). The Services include an online, proprietary CMMS suite of services, offered as a software as a
service, to manage the lifecycle maintenance -related activities for assets and asset management (the
"Software"). As soon as reasonably practicable following execution of this Agreement, Company shall
provide Subscriber with the necessary access codes and protocols to access the Services. Company's
response to RFP 2026oi6 and related clarifications are incorporated only to describe the accepted scope,
pricing, assumptions, and implementation approach, and only to the extent expressly included in Exhibit A.
In the event of conflict, this Agreement and Exhibit A control.
"Authorized User" means any individual authorized, by virtue of their relationship to or permissions from
Subscriber, to access the Software in accordance with Subscriber's rights under this Agreement. An Authorized
User can be Subscriber's employee, contractor, or agents.
2) RESTRICTIONS. Subscriber shall not (i) license, grant, sell, resell, transfer, assign, distribute or otherwise
commercially exploit or make available the Services in any way to any third party, other than an Authorized
User; (ii) modify or make derivative works based upon the Services, disassemble, reverse compile, or
reverse engineer any part of the Services, including, without limitation, the Software or any associated
documentation; or (iii) create Internet "links" to the Services or "frame" or "mirror" any part of the
Services, including any content contained in the Services.
3) COMPANY'S RIGHTS AND OBLIGATIONS.
a) Subscriber may elect to purchase additional features, functionality, or capabilities by entering into a
mutually agreed upon and signed statement of work or amendment to this Agreement.
b) For the avoidance of doubt, Company will not be obligated to provide the following in connection with
the Services, unless provided for in a separate statement of work signed by the parties and payment of
the applicable fees as set forth in such statement of work: (i) training, configuration, or implementation
services in addition to any services set forth on Exhibit A; (ii) custom development or custom upgrades;
or (iii) any new products or services.
c) Company shall: (i) notify Subscriber immediately upon identification of any actual or suspected breach,
unauthorized access, or other potential threat to security of Subscriber's access and Subscriber data; use
reasonable efforts to stop immediately,
d) Company is registered with and will use the Department of Homeland Security's E -Verify system
(www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration
of this agreement, as required by Section 448.095, F.S. Company is also responsible for obtaining an
affidavit from all subcontractors participating in work under this agreement, as required in Section
448•095(5)(b), F.S., stating the subcontractor does not employ, contract with, or subcontract with an
unauthorized alien,
4) SUBSCRIBER'S RIGHTS AND OBLIGATIONS.
a) Subscriber is responsible for all activity occurring under Authorized User accounts for access to the
Services and must comply with all applicable local, state, national, and foreign laws related to data
privacy and the transmission of technical or personal data, including personally identifiable
information. Subscriber shall: (i) notify Company immediately upon identification of any unauthorized
use of any password or account or any other known or suspected breach of security; (ii) report to
Company immediately, and use reasonable efforts to stop immediately, any copying or distribution of
the Services or any of the content in the Services that is known or suspected by Subscriber; and (iii) not
allow a user to impersonate another user or provide false identity information to gain access to or use
the Services.
b) Fees. Subscriber agrees to pay the Subscription Fees set forth in Section 8 and any other fees as set
forth in this Agreement and/or invoiced to Subscriber.
5) OWNERSHIP; DATA
a) Intellectual Property. Subscriber acknowledges and agrees that Company or its licensors shall own all
right, title and interest in, to, and under all intellectual property rights in the Services and the Software,
and any suggestions, enhancement requests, feedback, or recommendations provided by Subscriber or
its Authorized Users relating to the Services or the Software (the "Feedback"), including all unpatented
inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade
names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or
improvements thereof. Subscriber shall assign and hereby assigns to Company all right, title, and
interest in, to, and under, and Company is free to use, without any attribution of compensation to
Subscriber, any ideas, know-how, concepts, techniques, and all applicable intellectual property rights
relating to the Feedback for any purpose whatsoever. Subscriber does not acquire any rights in the
Services or Software, express or implied, other than those expressly granted in this Agreement and all
rights not expressly granted to Subscriber are reserved by Company. This Agreement is not a sale and
does not convey any rights of ownership in or related to the Services or Software to Subscriber.
b) Subscriber Data. Subscriber shall own all its data, information, and materials provided by Subscriber
and its Authorized Users to Company (the "Subscriber Data"), and Subscriber shall be solely liable for
the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership
or right to use of all such data, information, and materials. "Subscriber Data" includes any Subscriber -
specific content created by Company for Subscriber using data, information, or materials provided by
Subscriber and its Authorized Users to Company. Subscriber hereby licenses to Company the limited
right to use or modify the Subscriber Data delivered by Subscriber to Company solely for the purpose of
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permitting Company to perform the Services requested by Subscriber hereunder including to compile
statistical and performance information related to the provision and operation of the Services.
c) Return of Data. In the event this Agreement expires or is terminated as set forth herein, upon
Subscriber request prior to the expiration or termination date, Company will make available to
Subscriber an exported flat file of such Subscriber Data. Subscriber agrees and acknowledges that
Company has no obligation to retain such Subscriber Data, and may delete such Subscriber Data upon
termination, once exported and provided to the Subscriber in accordance with paragraph 7.
d) Aggregated Data. Subscriber authorizes Company to compile Aggregated Data, and such Aggregated
Data shall be proprietary to Company. To the extent necessary, Subscriber hereby assigns to Company
all right, title, and interest in, to, and under the Aggregated Data. "Aggregated Data" means any non -
personally identifiable, technical, statistical, or analytical data, gathered or generated directly by the
Software or by use of the Software, that Company collects, gathers, and aggregates periodically as part
of its ordinary business operations. Aggregated Data is de -identified data that Company (and its
affiliates, licensors, and agents) may use on a non -attributed basis to monitor and improve its products
and services, for benchmarking purposes, or to provide customized services or technologies to its
Subscribers. Company collects and uses this data in accordance with its Privacy Policy
mentorapm.com/privacy-policy and in accordance with applicable data protection laws.
6) CONFIDENTIALITY. Each party acknowledges that it will have access to certain confidential information
of the other party. "Confidential or Exempt Information" includes all information identified by a party as
confidential, or otherwise exempt from public disclosure, as supported by Florida law (Chapter 119, Florida
Statute). The burden of establishing such exemption, by the way of injunctive or other relief as provided by
law, shall be upon the parry declaring the information's status. Each party's Confidential or Exempt
Information shall (i) remain the sole property of that party and (ii) be used by the other party only as
described herein and may not be disclosed, provided, or otherwise made available to any other third party
except that such Confidential Information may be disclosed to the other party's employees or agents who
have a need to know in the scope of their work during the time they are performing services under this
Agreement and are under the other party's security and control. Confidential Information does not include
(i) information that the recipient can establish was already known to the recipient at the time it was
disclosed in connection with this Agreement, (ii) information that is developed independently by the
recipient or received from another third party lawfully in possession of the information and having no duty
to keep the information confidential, (iii) information that becomes publicly known other than by a breach
of this Agreement, or (iv) information disclosed in accordance with a valid court order or other valid legal
process. Each party agrees to hold the Confidential or Exempt Information of the other party in strictest
confidence and not to copy, reproduce, distribute, publish, or disclose such Confidential Information to any
person except as expressly permitted by this Agreement, or required by law.
7) PUBLIC RECORDS LAW. A. Subscriber is a public agency subject to Chapter i19, Florida Statutes.
Company shall comply with Florida's Public Records Law. Specifically, the Company shall:
(i) Keep and maintain public records required by the Subscriber to perform the service.
(2) Upon request from the Subscriber's Custodian of Public Records, provide the Subscriber 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.
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(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 the contract term and
following completion of the contract if the Company does not transfer the records to the Subscriber.
(4) Upon completion of the contract, transfer, at no cost, to the Subscriber all public records in possession
of the Company or keep and maintain public records required by the Subscriber to perform the service. If
the Company transfers all public records to the Subscriber upon completion of the contract, the Company
shall destroy any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Company keeps and maintains public records upon completion of the
contract, the Company shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the Subscriber, upon request from the Custodian of Public
Records, in a format that is compatible with the information technology systems of the Subscriber.
IF THE COMPANY HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE COMPANY'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords@iiidianriver.gov
Indian River County Office of the County Attorney
180127th Street Vero Beach, FL 3296o
C. Failure of the Company to comply with these requirements after written notice and a reasonable
opportunity to cure shall be a material breach of this Agreement.
D. Company's obligations under this Section apply only to public records required by law to be maintained
by Company in connection with the Services under this Agreement and actually in Company's possession or
control. Nothing in this Section requires Company to disclose its proprietary software, source code, object
code, trade secrets, security materials, security controls, vulnerability information, proprietary architecture,
data models, database schema, confidential commercial information, product roadmaps, or other
proprietary intellectual property except to the extent disclosure is expressly required by applicable law after
exhaustion of available exemptions or protections.
8) FEES.
a) Fees. Customer shall pay Company all rates, fees, taxes, and other amounts payable under this
Agreement for the Services in accordance with the Florida Prompt Payment Act, detailed in Sections
218.70 through 218.8o, Florida Statute. Company shall submit invoice for each term no later than 30
days prior to the effective date of that term. All costs shall be in accordance with those proposed in
Company's response to RFP 2026oi6, accepted by Subscriber, and attached in Exhibit A. There are no
refunds for any prepaid Services.
b) Non -Appropriation. The obligations of the Subscriber under this Agreement are subject to the availability
of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River
County. Should funds not be appropriated for services under this agreement, Subscriber may terminate
without penalty, with 6o days written notice.
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c) Suspension. In the event of non-payment of any Subscription Fees or other fees payable hereunder,
Company may, in addition to any other rights and remedies it may have, suspend Subscriber's and its
Authorized Users' access to the Services upon thirty (30) calendar days' notice.
d) Fee Increase. After the initial five-year term, Company may increase the Subscription Fees and other
fees for the Services upon thirty (30) calendar days' written notice to Subscriber; provided. however. no
increase in the Subscription Fees shall apply to the then- current term unless otherwise agreed to by the
parties.
e) Taxes. Subscriber is exempt from any taxes imposed by State and / or Federal Government.
9) TERM AND TERMINATION.
a) Term. This Agreement shall commence on the Effective Date and remain in effect for five (5) years
unless earlier terminated in accordance with this Agreement. Any renewal shall require mutual written
agreement of the parties and shall be subject to lawful appropriation of funds by Subscriber.
b) Termination for Breach. Either party may terminate this Agreement for breach if. (i) the other party is
in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of
written notice; (ii) the other party ceases its business operations or becomes subject to insolvency
proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in
material breach of this Agreement more than two times notwithstanding any cure of such breaches.
Termination for Unresolved Material Performance Issues. Subscriber may terminate affected
implementation or professional services only if Company fails to resolve a Material Performance Issue
after written notice and the applicable cure period. Termination of implementation or professional
services shall not terminate Subscriber's ongoing software subscription access, hosting, standard
support, or recurring SaaS subscription obligations unless expressly stated in this Agreement.
"Material Performance Issue" means a material failure by Company to provide implementation or
professional services substantially in accordance with Exhibit A, after Subscriber has provided written
notice describing the issue in reasonable detail and Company has failed to cure the issue within thirty
(30) days, or such longer period as is reasonably necessary if Company has commenced and is diligently
pursuing cure.
c) Company certifies that it and those related entities of Company as defined by Florida law are not on the
Scrutinized Companies that Boycott Israel List, created pursuant to S. 215.4725 of the Florida Statutes,
and are not engaged in a boycott of Israel. Subscriber may terminate this Contract if Company,
including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist
for the purpose of malting profit, is found to have been placed on the Scrutinized Companies that
Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes.
In addition, if this agreement is for goods or services of one million dollars or more, Company certifies
that it and those related entities of Company as defined by Florida law are not on the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not
engaged in business operations in Cuba or Syria. Subscriber may terminate this Contract if Company is
found to have submitted a false certification as provided under section 287.135(5) Florida Statutes,
been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies
with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in
Cuba or Syria, as defined by section 287.135, Florida Statutes.
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d) Effect of Termination. Upon suspension or termination of this Agreement, Subscriber must pay all
Subscription Fees and any other fees to the date of termination as provided herein, and Company shall
deliver all services to the date of termination, as provided herein.
e) Survival. Following termination or expiration of this Agreement, the following sections shall survive: 3,
4, 5, 6, 7, 8, 10, ii, and 12, and any other terms which by their nature extend beyond the effective date of
such termination.
io) LIMITED WARRANTY.
a) Company represents and warrants to Subscriber that the Services will be performed in a manner
consistent with industry standards and in compliance with any specifications and requirements set
forth in this Agreement. Subscriber's exclusive remedy for breach of the foregoing limited warranty
shall be for Company to update and correct such Services not in compliance with such specifications
and requirements, at no cost to Subscriber. The foregoing limited warranty shall not apply to
performance issues or defects in the Services that result from factors outside Company's reasonable
control, that resulted from any actions or inactions of Subscriber or its Authorized Users, or that
resulted from Subscriber's equipment or any third party equipment not within the control of Company.
b) Service Commitment. Company shall provide support to Subscriber pursuant to the terms of the
support level agreement ("SIX), as follows: The Company will use a reasonable effort to make the
licensed software available with a monthly uptime percentage of at least 99%. In the event that the
Company does not meet the service commitment, the subscriber is eligible to receive a service credit
against future billing. The credit is calculated as a percentage of value of the service for the month based
on subscription fees. The Company is Not Responsible for outages or cause of service disruption related
to AWS or Azure, or any other third -party hosting platform, mobile cell coverage, internet service or
other Non-MentorAPM code related issues. Notwithstanding anything to the contrary contained herein,
Subscriber shall cooperate with Company to isolate, and correct or circumvent an Authorized User -
reported Error (or to notify if no Error is found) and to otherwise provide assistance to authorized
Subscriber support personnel to help them respond to Authorized User- reported problems, concerns,
and questions related to the Services.
c) Except as set forth in this Section io, or in Company's response to RFP 2026oi6, ALL SERVICES ARE
PROVIDED "AS IS" AND "AS AVAILABLE" COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE,
OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO
WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY
PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET SUBSCRIBER'S OR ANY OTHER
PERSONS REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED
RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR
BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD -
PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR
CONCERNING ANY THIRD -PARTY MATERIALS IS STRICTLY BETWEEN SUBSCRIBER AND THE
THIRD -PARTY OWNER OR DISTRIBUTOR OF THE THIRD- PARTY MATERIALS.
ii) LIMITATION OF LIABILITY
a) Exclusion Of Certain Damages. to the maximum extent permitted by law, neither party shall be liable
for any indirect, incidental, special, exemplary, or consequential damages, including lost profits, loss of
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business, or goodwill, however caused and under any theory of liability, even if advised of the possibility
of such damages. in no event shall either parry be liable to the other for punitive damages.
b) Aggregate Cap. except for the specific exceptions set out in sub -section (c) below, the total cumulative
liability of either party, whether in contract, tort (including negligence), strict liability, or otherwise,
arising out of or relating to this agreement shall not exceed the fees actually paid or payable by
subscriber to company for the services during the prorated six (6) calendar months immediately
preceding the event giving rise to the claim.
c) Carve -Outs From The Cap. the limitation in sub -section (b) shall not apply to:
(i) subscriber's obligations to pay any fees due and owing under this agreement;
(ii) either party's indemnification obligations under section12; or
(iii) either party's liability for its gross negligence, willful misconduct, or fraud.
d) Essential Purpose. the parties agree that the limitations set forth in this section ii form an essential
basis of the bargain and shall apply notwithstanding any failure of essential purpose of any limited
remedy.
12) INDEMNIFICATION. (a) Subscriber Indemnity. Subscriber shall indemnify, defend, and hold harmless
Company and its affiliates, officers, managers, directors, employees, agents, successors, and assigns from
and against all third -party claims, demands, liabilities, damages, and costs, including reasonable attorneys'
fees and costs of defense, arising from or relating to any claim that Subscriber Data provided by Subscriber
to Company infringes, misappropriates, or violates the rights of any third party, including intellectual
property rights, privacy rights, or rights arising from use without required consent or authorization. (b)
Company IP Indemnity. Company shall indemnify, defend, and hold harmless Subscriber, its
commissioners, officers, and employees from liabilities, damages, losses and costs, including but not
limited to reasonable attorney's fees from and against third -party claims alleging that the unmodified
Software, as provided by Company and used by Subscriber in accordance with this Agreement, infringes a
third -party copyright, trademark, trade secret, or patent. (c) Exclusions. Company shall have no obligation
to the extent a claim arises from: Subscriber Data; use of the Services other than in accordance with this
Agreement; modification not made by Company; combination with data, software, hardware, systems,
processes, or services not provided by Company; third -party materials, platforms, hosting services,
integrations, or APIs; or continued use after Company provides a non -infringing workaround, replacement,
modification, or termination right. (d) Remedies. If the Services become, or in Company's reasonable
opinion are likely to become, the subject of an infringement claim, Company may, at its option: procure the
right for Subscriber to continue using the Services; modify or replace the affected Services so they are non -
infringing and materially equivalent; or terminate the affected Services and refund any prepaid unused fees
for the terminated portion of the Services. (e) Limitation. Company's indemnification obligations under
this Section 12 are subject to the limitation of liability in Section 11.
13) ASSIGNMENT. Subscriber shall not assign this Agreement or its rights and obligations (including, without
limitation, any assignment that occurs by operation of law) without the prior written consent of Company.
Notwithstanding the foregoing, the rights and obligations of either party may be assigned in connection
with a reorganization, merger, consolidation, acquisition or other restructuring involving all or
substantially all of the voting securities and/or assets of such party. Subject to the foregoing, this
Agreement inures to the benefit of and shall be binding upon the parties and their respective successors
and assigns.
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14) GOVERNING LAW; SEVERABILITY. This Agreement is made under, and must be construed in accordance
with, the laws of the State of Florida, without giving effect to any choice or conflict of law provision of any
jurisdiction. Venue for any lawsuit brought by either party against the other party or otherwise arising out
of this Agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the
United States District Court for the Southern District of Florida. If any provision of this Agreement is
declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of
such invalidity, and the remainder of such provision and this Agreement will be valid and enforceable to the
fullest extent permitted by applicable law.
15) ENTIRE AGREEMENT; AMENDMENTS. This Agreement (including the Exhibits attached hereto)(a)
represents the entire understanding between the parties hereto with respect to the subject matter set forth
herein, (b) supersedes all negotiations, agreements, contracts, commitments and understandings, both
verbal and written between Company and Subscriber, (c) and does not operate as an acceptance of any
conflicting terms and conditions and shall prevail over any conflicting provisions of any purchase order or
any other instrument of Subscriber. No modifications, additions, or amendments to this Agreement shall be
effective unless made in writing as an amendment to this Agreement and signed by duly authorized
representatives of the parties. The headings and captions of this Agreement are inserted for convenience
and do not define, limit, or describe the scope and intent of this Agreement or any particular section,
paragraph, or provision.
16) CONFLICTS; ORDER OF PRECEDENCE. In the event of any conflict or inconsistency among this
Agreement, Schedule 1, any statement of work, proposal, RFP, exhibit, purchase order, or ancillary
document, this Agreement shall control with respect to the Software, Services, subscription -access model,
Subscriber Data, Aggregated Data, Company intellectual property, confidentiality, hosting, support, SLA,
security, warranties, indemnity, limitation of liability, suspension rights, payment rights, and remedies.
Schedule 1 shall control only for public -entity and procurement provisions required by applicable law and
only to the minimum extent necessary. A statement of work shall control only for implementation scope,
deliverables, schedules, and professional -services assumptions, unless it expressly states that a specific
provision is intended to override a specific section of this Agreement and is signed by both parties.
Acceptance rights, phase gates, task completion review, and deliverable approval apply only to
implementation services, professional services, and written deliverables expressly identified in an
applicable statement of work. They do not apply to ongoing SaaS subscription access, software
license/access fees, hosting, standard support, SLA remedies, or other recurring subscription fees.
17) WAIVER; NOTICES. Waiver of a breach of this Agreement shall not constitute waiver of another breach.
Failure to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from
enforcing such provision. Any notice, communication, or request required or permitted by this Agreement
shall be given to the recipient in writing by both email (below) and either certified mail, nationally
recognized overnight courier, or hand delivery to the address set forth in the introductory paragraph. Any
such notice shall be deemed to be received on the date received by the recipient.
18) RELATIONSHIP OF THE PARTIES. It is agreed that the relationship of the parties is that of independent
contractors. Nothing herein shall be construed as creating a partnership, employment relationship, or
agency relationship between the parties, or as authorizing either party to act as agent for the other. Each
party maintains its separate identity.
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19) NON-SOLICITATION/NO-RECRUITMENT. During the term of this Agreement and for twelve (12) months
thereafter, neither party shall directly solicit for employment or engagement any employee, contractor, or
representative of the other party who performed material services under this Agreement, without other
party's prior written consent. This restriction does not prohibit general solicitations not specifically
targeted at personnel, hiring resulting from a person's independent response to a public job posting, or
contacts initiated independently by the individual without direct solicitation by the other party.
20) COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been executed as of the 16t1i Day of June. 2026.
Subscriber
INDLAIV RIVER COUNTY ` kA A
By:t'
Deryl a' an
By: a y, . oe.•
L9�LFR COUN�'�•
Joh
APPROVED -,6§ TO FORM AND LEGAL
A.Picks, Assistant County Attorney
Ryan L. Buffer, Clerk of Court and Comptroller
(SEAL)
Designated Representative:
Jenny Hahn, Asset Manager
(772) 226-i8o8
jhahn@indianriver.gov
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Company:
MENTOR APM, LLC
By: _ .-
Tacoma Zach, CEO
Date: o6/o1/2026
Attest
(If CONSULTANT is a corporation or a partnership,
attach evidence of authority to sign.)
Designated Representative: