02/23/2024 Agreement Monroe County Purchasing Policy and Procedures
ATTACHMENT D.5
COUNTY ADMINISTRATOR
CONTRACT,SUMMARY FORM FOR CONTRACTS $100,000.00 and Under
contract with- NOVOTX LLC Contrq,t g 5405498000028869046
Effective Date: Signature
Expiration Date: 02/01/2027
Contract Purpose/Description:
Engineering,Roads and Bridges has long needed a more sophisticated wayto track assets,maintenance,and work requests.
This software provides the ability to formalize the management processes of those tasks.
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: Judy Clarke 4329 Engineering /#1
CONTRACT COSTS
Total Dollar Value of Contract: $ 89,993 Current Year Portion: $42 997
(must be$100,000.00 or less) ' (If multiyear agreement then
requires BOCC approval,unless the
iost 11 ainni.hliir c is
1 00.000.00 or I ss).
Budgeted? Yes ■❑ No ❑
Grant: $ County Match: $
Fund/Cost Center/Spend Cate o : 102-22500-SC_00084 software
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For: Est Ongoing Annual$23,498 For Hosting&Licensing
(Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.)
Insurance Required: YES ❑NO ❑m
CONTRACT REVIEW
Reviewer Date In
Department Head Signature: Judith Clarke, P.E. Digitally 20240212ned yJ 5228 Clarke '
Date'.2024.02.12 14'.52'.28-05'00'
County Attorney Signature: Christine Limbert-Barrows
Risk Management Signature:
Purchasing Signature: Julie E. Cuneo Digitally 20240214ned yJulie E Cuneo
Date'.2024.02.14 14'.58'.53-05'00'
John Quinn Digitally signed by John Quinn
OMB Signature: Date'.2024.02.16 10'.58'.34-05'00'
Comments:
Revised BOCC 4/19/2023
Page 84 of 105
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Novotx, LLC Sales Agreement
DVDTX 4905 South 1500 West Suite 210 Valid Until: Feb 29, 2024
Riverdale Agreement Number : 5405498000028869046
Utah Prepared By: Michael Boyd
United States 84405 mboyd@novotx.com
BILL TO: SHIP TO:
1100 Simonton St
Key West
Florida
United States
33040
This agreement describes the products and/or services to be provided and/or licensed by the Customer at the address below. Prior to installation and/or use,an
authorized representative of the Customer must agree to the terms and conditions of the License Agreement(s)associated with the product(s)listed below
(provided separately).
.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Account Name:Monroe County Florida Title: IT
Contact Name:Alan Maceachern Email:maceachern-alan@monroecounty-fl.gov
No....Product Details Quantity
..............................................................................................................................................................................................................................................................................................Quant't1l...................................List Price Discount Total
1. Elements XS Annual Subscription-Municipal Tier 1 EXS-M T1 1 $16,999.00 $0.00 $16,999.00
Elements XS Annual Subscription. Enterprise License;includes unlimited
named users,software maintenance,and support.Subscription renews
annually beginning 12 months after installation.
2. Hosting Services(AWS)EXS-HOST-AWS 1 $6,499.00 $0.00 $6,499.00
Annual hosting services fee for Elements XS.Includes setup,maintenance,
and support of Elements XS environment and up to 500gb of cloud storage
for file attachments.
3. Asset Management Onboarding Services EXS-ONB-AM 1 $19,499.00 $0.00 $19,499.00
Fixed price for Elements XS onboarding services as outlined below.
Sub Total $42,997.00
Tax $0.00
Adjustment $0.00
Grand Total $42,997.00
Payment Terms
Elements XS Annual Subscription and Cloud Hosting:$23,498(first year),due upon contracting.Subscription renews annually,beginning 12 months after date of
installation.
Elements XS Onboarding and Training Services(total$19,499):50%due upon contracting($9749.50),remaining 50%due after project acceptance/go-live date
($9749.50).
Onboarding Services Included
Applied toward"Standard Deliverables"as outlined below.
Scope:Standard setup of county road assets
Standard Deliverables
The items below are included with a standard deployment of Elements XS.
What's Included
Pre-Installation Items
• Business process review and consultation for best practices with Elements XS
• Review IT infrastructure
• Review GIs infrastructure Review Reporting Requirements
Installation
• Installation of Elements XS
Map Integration
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• Integration of one map viewer in Elements XS
• Configuration to load map-based(GIS)assets from map viewer
• Training to Configure GIS Layers in Elements
Deployment of the following workflows:
• Create Service Order from GIS Asset
• Report a GIS Problem from Map
• Select Multiple Assets from Map using the Elements Select Tool Add GIS Asset Relationships to Tasks
• Zoom to GIS Assets
General Application Setup
• Setting up company,department,and division structure o Setup of default navigation menus
• Configure SMTP settings for Email notifications
• Active Directory Integration with LDAP
Service Orders Setup
• Configuration of Default Statuses
O 1-Pending
O 2-In Progress
O 3-Ready for Review
O 4-Complete
O 5-Cancelled
• Configuration of Default Priorities:
O 1-Low
O 2-Medium
O 3-High
O 4-Emergency
Delivery of standard Service Order templates using default Status and Priority configurations
Training on the following items:
• Configure custom application menus
• Configure service order templates
• Configure preventive and routine maintenance schedules
• Configure users and user permissions
• Configure basic Elements XS workflows
• Configure custom Service Order Task Status and Priority types
• Configuration of custom Elements XS forms
• Configuration of default Service Order Task assignments
One-Time Data Imports(Includes Test Imports and Data Validations)
• Non-spatial assets
• Inventory Items(materials,equipment).
Utility Billing Integration(as specified on Sales Agreement)
Standard Reports and Dashboards
Service Orders&Work Management Reports
• Task Charges
• Task Contractor Usage
• Task Costs
• Task Equipment Usage
• Task Labor Usage
• Task Material Usage
Inventory Reports
• Purchase Order Details
• Item Receiving Details
• Invoice Details
• Material Usage by Asset Type
• Contractor Purchase Order History
• FIFO Valuation Report
• Item Quantity Transaction History
• Item Purchase Order History
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• Parts Used by Account/Date
• Stock Levels Report
• Vendor Purchase Order History
Other Included Reports
• Activities Details
• Notes Details
• Phone Calls Details
• Timesheet Hours
• System Configuration Reports
What's Not Included
• Installing or configuring Microsoft SQL Server,Esri products,or any other third-party applications that may be required for Elements XS.
• Configuring and/or publishing map or feature services,including query layers
• Configuring Esri web maps,dashboards,or other Esri technology
• Setting up preventive and routine maintenance schedules
• Setting up asset scoring*
• Setting up service order templates
• Setting up user accounts and user permissions
• Setting up custom application menus*
• Setting up basic Elements XS workflows
• Configuring default assignments for Service Order templates
• Creation of Elements Advanced Workflows to support custom business process(unless specified in sales agreement)
• Training on creation of Elements Advanced Workflows
• IT setup(opening ports,installing IIS,etc.)
• Creating dynamic forms
• Creating Custom Reports
*Training on how to configure and use these features is provided
......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Additional Terms
Annual Subscription not to exceed more than 5%annual increase.
Required Licensing:
All Elements XS deployments require Esri's ArcGIS Enterprise and/or an active subscription to ArcGIS Online.On-premise deployments also require Microsoft SQL
Server and a standard Windows server operating environment. Pricing in this agreement does not include these products and Customer is responsible for
purchasing,installing,and maintaining these applications.
Scope Limitations&Additional Services
For all items beyond the original project scope,additional professional services are billed at$1,800 per day($225 per hour).Services beyond the project scope
must be approved by Customer prior to services being performed and will be billed separately.Services beyond the scope of this agreement include:
v Any scripts,interfaces,reports or program code requested by the Licensee,other than Program Modifications to the Elements XS applications that provide specific
functionality uniquely designed for the Licenses
x Consulting services for Custom Applications or Custom Programming performed specifically for the Licensee
v Historical data imports require the customer to provide data to Novotx in a tabular format following a template provided by Novotx
Travel Expenses
Unless specified otherwise,all travel expenses will be billed actual,as incurred,for any services performed onsite.
Sales Tax
Customer agrees to pay any and all applicable sales,use,excise or transaction taxes with respect to the products and services under this Sales Agreement.It is the customers
responsibility to pay any and all applicable taxes if the customer is not tax exempt.
b b
By signing below, customer agrees to purchase products and services listed above.
Customer
Printed Name Roman Gastesi
Signature Title Monroe Count Date 02.23.2024
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Novotx Representative
Printed Name Wade Lowe
Signature 7lMe Chief Operating Date Feb O22O24
Officer
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Momnus COUNTY ATTORNEY
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ntxi
NOVOTX LLC
SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("Agreement") is made as of Feb 02 2024 , 20_ (the "Effective Date"), by and
between NOVOTX LLC, a Utah limited liability company with offices at 1979 West 1900 South Suite A Syracuse, UT 84075
("Novotx")and the party identified below("Licensee").
Licensee: Monroe County, FL Contact name:
Address: 1100 Simonton Street Contact title:
Key West, FL 33040 Contact email
Contact phone:
Licensee desires to obtain a license to certain proprietary software of Novotx. Novotx is willing to license such software to
Licensee and provide certain software maintenance and support services in relation to such software, to the extent set forth in
this Agreement and subject to the terms and conditions hereof.
1. BACKGROUND (h) "Sales Order" means the Novotx order form or
similar document that references or is attached to this
l Definitions. As used in the Agreement or in any Agreement, as executed by Licensee and Novotx, and that
Exhibit hereto: identifies the software being licensed hereunder.
(a) "Confidential Information" means all trade (i) "Online Services" means any web, software, or
secrets and all non-public business and financial data services or components, such as third-party
information, computer software and documentation, geographic information services (GIS) or utility billing
machine and operator instructions, business methods, services, that supply information to, perform tasks for, or
procedures, know-how, and other information that relates otherwise interact with the Licensed Software via the
to the business or technology of either party. internet.
(b) "Documentation" means the Novotx user 1.2 Applicability of Certain Terms. As more
guides, manuals and associated documentation provided specifically indicated herein, certain terms and conditions
to Licensee with or for the Licensed Software. of this Agreement apply only if the license to the Licensed
(c) "License Limits" means the permitted number Software is of a certain type or duration. The applicability
of users of the Licensed Software, the organizational of those terms and conditions will be determined by the
unit(s) permitted to use the Licensed Software, the License Type or License Term indicated in the Sales
maximum organization size, and/or other applicable Order. Any terms or conditions of a Sales Order or other
limitations or conditions associated with the pricing of document submitted by Licensee that are in addition to or
Licensee's license, as specified in the Sales Order. inconsistent with the terms of this Agreement will not be
binding on Novotx unless Novotx expressly agrees to the
(d) "License Term" means the duration of the applicability of such terms in writing signed by an
software license being procured by Licensee under this authorized officer of Novotx.
Agreement, as specified in the Sales Order and as may be
renewed and/or terminated in accordance with this 1.3 Acceptance of Terms. Licensee will be deemed
Agreement. to have accepted this Agreement either by signing this
(e) "License Type" means the type of license (such document or by submitting the Sales Order.
as a production license, evaluation license, or 2. LICENSE GRANT AND SCOPE
development and/or demonstration license) being 2.1 Grant. Subject to the terms and conditions of this
procured by Licensee under this Agreement, as specified Agreement, Novotx grants to Licensee a non-exclusive,
in the Sales Order. If the License Type is not specified in non-transferable license, during the License Term and
the Sales Order, it will be presumed to be a production within the License Limits, to:
license or, if no license fees are being charged, a non-
production evaluation license. (a) install and use the Licensed Software, in
executable form only, solely to the extent and for the
(f) "Licensed Software" means Novotx's computer purpose(s) described in Section 2.2 for the given License
software program(s) for which Licensee is procuring a Type;
license pursuant to the Sales Order, and any modules,
add-ons, interfaces, modified versions, updates or (b) configure the Licensed Software, using the
enhancements to such programs that Novotx may provide macro or scripting languages, published application
to Licensee pursuant to Maintenance and Support or programming interfaces (APIs), and/or other mechanisms
pursuant to the Sales Order or a separate, applicable provided or specified by Novotx for that purpose,
services agreement (if any) between Licensee and consistent with all applicable configuration instructions and
Novotx. other guidelines set forth in the Documentation; and
(g) "Maintenance and Support" has the meaning
given in Section 4.2.
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(c) reproduce the Licensed Software solely as (f) Other License Types. If the License Type is of
necessary to facilitate its installation, configuration, and a kind not described above, the Licensed Software may be
use as authorized above. installed and used only to the extent and for the
2.2 Scope of Use. Unless otherwise expressly purpose(s)expressly described in the Sales Order.
agreed in the Sales Order, the Licensed Software may be 2.3 Use by Representatives. The license rights
installed only on servers owned or controlled by Licensee, granted above will extend to Licensee's employees,
configured and used only for Licensee's internal business agents, consultants, and independent contractors, but
or organizational purposes, and accessed only on solely to the extent they are acting on Licensee's behalf
compatible devices via the web-based or other interface(s) and otherwise comply with the terms and conditions of this
enabled and documented by Novotx. The scope of Agreement. Licensee will be responsible for all of such
Licensee's permitted installation and use of the Licensed persons' acts and omissions in relation to the Licensed
Software is further limited based on the License Type, as Software as if they were Licensee's own acts and
follows. omissions.
(a) Production License. If the License Type is a 2.4 License Limits. Licensee acknowledges that the
production license, the Licensed Software may be pricing of the license granted under this Agreement is
installed and used only: (i) on one server for production based in part on the License Limits set forth in the Sales
use; (ii) on one server solely for non-production staging Order.
and testing purposes; and (iii) on one server solely for
backup or emergency fail-over purposes (to be used only (a) User Limits. Any stated limit on the number of
users indicates the maximum number of individuals who
if and when the primary production server is unavailable).
may at any time possess login credentials to access or
(b) Non-Production Licenses Generally. If the use the Licensed Software under Licensee's license.
License Type is not a production license, the Licensed Multiple individuals may not share the same login
Software may not be installed or used in a production credentials.
environment, but may be installed and used only: (i) on
one server solely for the kind(s)of use that are associated (b) Organizational Units. If the Sales Order
with the specific non-production License Type, as set forth indicates that the license is for use by or for any particular
below; and (ii) on one server solely for backup or organizational unit(s) (for example, a department or
emergency fail-over purposes(to be used only if and when division within Licensee's organization), then the license
the primary server is unavailable). granted hereunder extends only to use by or for (as the
case may be)such organizational unit(s).
(c) Beta or Evaluation. A beta and/or evaluation
License Type allows Licensee to test and evaluate the (c) Organization Size. Any stated limit on the size
Licensed Software in a non-production environment in of Licensee's organization or applicable organizational unit
order to: (i) identify issues in the Licensed Software and shall, unless otherwise provided in the Sales Order, refer
provide feedback to Novotx; and/or (ii) assess whether to to the total number of individuals employed by or
procure a production license from Novotx. otherwise regularly working within that organization or
organizational unit.
(d) Development. A development License Type
allows Licensee to use the Licensed Software in a non- (d) Increasing License Limits. If any change (such
production environment directly in support of Licensee's as any increase in the number of users or growth of
development and testing of its own software applications Licensee's organization) would cause the License Limits
to be exceeded, then in order to continue using the
or services that interface or interoperate with the Licensed
Software. For clarity, a development License Type does Licensed Software, Licensee must increase the License
not include or imply any rights to reverse engineer or Limits commensurate with those changes, by executing a
create derivative works of the Licensed Software. new or revised Sales Order with Novotx and paying the
corresponding additional fees that are then in effect.
(e) Demonstration. A demonstration License Type
allows Licensee to use the Licensed Software in a non- 2.5 Restrictions. Licensee acknowledges that the
production environment to demonstrate the Licensed Licensed Software and its structure, organization, and
Software and, if combined with a development License source code constitute valuable trade secrets of Novotx
Type, to demonstrate Licensee's own software and its licensors. Except as expressly permitted by this
applications or services that interface or interoperate with Agreement, Licensee agrees that Licensee shall not, and
the Licensed Software, in each case for the purpose of shall not permit any third party that acquires access
directly or indirectly encouraging third parties to license through its relationship with Licensee, to: (i) modify, adapt,
the Licensed Software from Novotx or its authorized alter, translate, or create derivative works of the Licensed
channel partners. For clarity, a demonstration License Software; (ii) sublicense, distribute, sell, use for service
Type does not include or imply any license rights under bureau use, lease, rent, loan, or otherwise transfer the
Novotx's trademarks, or any rights to sublicense or Licensed Software to any third party; (iii)reverse engineer,
distribute the Licensed Software. Licensee will make no decompile, disassemble, or otherwise attempt to derive
representations, warranties, or other statements regarding the source code for the Licensed Software (except to the
the Licensed Software that are inconsistent with Novotx's extent, if any, that applicable law prohibits restrictions on
published literature or that state or imply any endorsement such activities); (iv) remove, alter, cover or obfuscate any
by Novotx or any authority to speak or act on Novotx's copyright notices or other proprietary rights notices
behalf. included in the Licensed Software; or (v)otherwise install,
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configure, reproduce, or use the Licensed Software except Novotx will provide Licensee with application maintenance
as expressly permitted under Section 2.1. and technical support services for the Licensed Software
("Maintenance and Support") as described in the
2.6 Reservation of Rights. As between the parties,the Licensed Software, and all worldwide intellectual attached Exhibit A, subject to Licensee's payment of all
property rights therein, are the exclusive property of applicable fees t provided therein.
Novotx and its licensors. All rights in and to the Licensed 5. FEES AND PAYMENT
Software not expressly granted to Licensee in this
Agreement are reserved by Novotx and its licensors. 5.1 Fees. Licensee will pay the license, Maintenance
and Support, and other fees specified in the original Sales
Novotx shall have the unrestricted right to use or act upon
any suggestions, ideas, enhancement requests, feedback, Order and any revised or subsequent Sales Orders
executed by both parties.
recommendations or other information provided by
Licensee or any other party relating to the Licensed 5.2 Payments. The fees will be payable in
Software, except to the extent, if any, that it contains accordance with the payment schedule, if any, specified in
Confidential Information of Licensee that is not specifically the applicable Sales Order. If not otherwise specified in
related to the Licensed Software, as acknowledged by the Sales Order: (i) license fees are due and payable in
Novotx in writing. advance at the beginning of the License Term and, if
3. DELIVERY AND ACCEPTANCE applicable, each renewal period; and (ii) Maintenance and
Support fees, if applicable, are due and payable in
3.1 Delivery. Novotx will deliver the Licensed advance at the beginning of the relevant Maintenance and
Software to Licensee by making it available for download Support period, as more fully set forth in the attached
by Licensee, or by installing it via remote access to Exhibit A. All payments must be made in U.S. dollars.
Licensee's designated server(s), as specified in the Sales Any amounts not paid within thirty (30)days of the invoice
Order or otherwise mutually agreed by the parties. date will accrue interest at the lesser of one and one-half
Licensee agrees to provide Novotx will all cooperation percent (1.5%) per month or the maximum rate permitted
reasonably necessary to enable such delivery, and by applicable law, from the due date until paid. Licensee
acknowledges that installation or other implementation shall reimburse Novotx for all its costs and expenses,
services by Novotx may be subject to additional fees, as including reasonable fees of its legal counsel, reasonably
specified in the Sales Order or a separate services incurred by Novotx in collecting any amounts past due
agreement between the parties. from Licensee that are not subject to good faith dispute.
3.2 Additional Materials. The Licensed Software 5.3 Price Changes. Novotx's prices are subject to
may be accompanied by, or Novotx may separately make change, except as otherwise agreed in the Sales Order.
available to Licensee, Documentation, additional software, Any periodic license or Maintenance and Support
software developer kits, APIs, scripts, templates, and/or renewals, and any increase in License Limits, will be
other materials that relate to the Licensed Software charged at the fees then in effect. By permitting the
(collectively, "Additional Materials"). The Additional License Term or Maintenance and Support term to renew
Materials may be furnished under separate licensing terms after being informed of any price change, Licensee agrees
(including open-source license terms, where applicable), to pay the updated fees upon such renewal.
and you agree to read and comply with any such terms as
they apply to the Additional Materials. Except as otherwise 5.4 Taxes. Fees exclude, and Licensee will bear, all
applicable sales, use, and other taxes and all applicable
provided in any such licensing terms (as applicable), or in
export and import fees, customs duties and similar
the absence of such terms, you may use the Additional
Materials only in support of your authorized installation, charges. When applicable, Novotx may include any taxes
that it is required to collect as a separate line item on an
configuration, and use of the Licensed Software, and such
Additional Materials will be subject to the same restrictions invoice.
and reservations of rights that apply to the Licensed 5.5 Audit Rights. On Novotx's request, no more
Software as set forth in this Agreement. frequently than annually, Licensee shall furnish to Novotx
3.3 Acceptance. The Licensed Software will be an executed certification: (i) verifying that the Licensed
deemed accepted upon delivery as set forth above, except Software is being used pursuant to the terms of this
to the extent otherwise expressly agreed in the Sales Agreement; (ii) verifying the number of users or metrics
Order. In any event, the Licensed Software will be deemed relevant to the applicable License Limits; and (iii) listing
accepted no later than Licensee's deployment or use the site(s) where the Licensed Software is installed.
thereof in a production environment. Licensee agrees to grant Novotx reasonable access to
Licensee's relevant site(s), systems and personnel upon
4. TRAINING; MAINTENANCE AND SUPPORT two (2)weeks prior written notice during normal business
hours to audit the use of the Licensed Software for the
4.1 Training Services. Novotx will provide the training services defined in the applicable Sales Order, if purpose of verifying compliance with this Agreement.
any, in exchange for the fees specified therein. Licensee 6. WARRANTY AND DISCLAIMERS
will be invoiced separately for any travel related expenses
incurred by Novotx employees in connection with any such 6.1 Performance Warranty. If the License Type is a
training services. production license, for a period of ninety (90) days after
the Licensed Software is first accepted under Section 3.3
4.2 Maintenance and Support. If the License Type (the "Warranty Period"), Novotx warrants that the
is a production license or other form of paid license, Licensed Software, when used as permitted by Novotx
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and in accordance with the Documentation, will operate manner and application(s) in which it chooses to use or
substantially as described in the Documentation. Novotx rely upon the Licensed Software. Licensee is responsible
does not warrant that the functions provided by the for confirming the accuracy, sufficiency, timeliness, and
Licensed Software will meet all of the requirements of the suitability of any output of the Licensed Software before
Licensee or that the Licensee's use of the Licensed acting or relying upon the same in any way that could
Software will be error-free or uninterrupted. If the cause property damage, personal injury, economic loss, or
foregoing warranty is breached, Novotx will, at its expense other harm. Licensee shall not use the Licensed Software
and for a cure period of sixty (60)days after written notice in applications or environments requiring fault-tolerant or
of the breach, use commercially reasonable efforts to fail-safe performance.
correct any material, reproducible error in the Licensed
Software reported to Novotx by Licensee in writing during ( Professional Advice. Given the complex and
the Warranty Period. If Novotx is unable to remedy the changing nature of laws, rules and regulations, the
breach this warranty within the sixty (60) day cure Licensed Software and Maintenance and Support may not
period, Licensee shall have the right to terminate this reflect, and cannot ensure licensee's compliance with, all
license upon the end of such cure period for a refund of applicable legal requirements. Novotx is not rendering
Licensee's prepaid license fees. The foregoing sets forth accounting, tax, legal, or other professional advice. The
software and services furnished by Novotx, and the
Novotx's sole obligation and Licensee's exclusive remedy
for any breach of warranty. Any error corrections, updates, information obtained through use of the Licensed
Software, should not be used as a substitute for
or the like provided to Licensee will not extend the
Warranty Period. The limited warranty granted under this consultation with professional accounting, tax, legal or
other competent advisers.
Section does not extend to: (i) changes or errors in the
operating system or hardware on which the Licensed (c) Input and Configuration. Licensee is solely
Software operates; (ii) problems caused by the improper responsible for any data input into the Licensed Software,
installation or use of, or any alterations to, the Licensed for providing all necessary internet connectivity and other
Software by Licensee or any third party receiving access infrastructure or system resources necessary for proper
to the License Software through Licensee; (iii) problems operation of the Licensed Software, and for the accuracy
caused by any data input into the Licensed Software; or and suitability of any configuration of the Licensed
(iv) problems caused by third-party equipment, software, Software requested or made by Licensee, including
or services, including but not limited to any unavailability situations where Novotx has worked with licensee to
of, errors in,or changes to any Online Services. configure the Licensed Software at Licensee's request.
6.2 No Other Warranties. THE EXPRESS Licensee should perform a complete review and testing of
WARRANTIES IN SECTION 6.1 ARE IN LIEU OF ALL the Licensed Software and any Additional Materials, as
OTHER WARRANTIES, EXPRESS, IMPLIED OR each may be updated from time to time, before
STATUTORY, REGARDING THE LICENSED implementing or using the same in a production
SOFTWARE, ADDITIONAL MATERIALS, MAINTENANCE environment.
AND SUPPORT, AND OTHER SERVICES FURNISHED (d) Security. Licensee agrees that it has full
HEREUNDER, AND NOVOTX EXPRESSLY DISCLAIMS responsibility for the security of its systems and data,
ALL OTHER WARRANTIES, INCLUDING ANY excluding systems and data hosted by Novotx or third-
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A parties.
PARTICULAR PURPOSE, SECURITY, TITLE AND NON-
INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSEE 7. INDEMNITIES
ACKNOWLEDGES THAT IT HAS RELIED ON NO 7.1 Infringement Claims. Novotx will defend at its
WARRANTIES OTHER THAN THE EXPRESS own expense any action against Licensee brought by a
WARRANTIES PROVIDED HEREIN AND THAT NO third party to the extent that the action is based upon a
WARRANTIES ARE MADE HEREIN BY ANY OF claim that the Licensed Software infringes any patents or
NOVOTX'S LICENSORS. any copyrights or misappropriates any trade secrets of a
6.3 Online Services. Any Online Services that third party, and Novotx will pay those costs and damages
Novotx leverages or makes accessible through the finally awarded against Licensee in any such action that
Licensed Software will be obtained from sources believed are specifically attributable to such claim or those costs
to be reliable, but their availability, accuracy, and damages agreed to in a monetary settlement of such
completeness, timeliness, and suitability are not action. If the Licensed Software becomes, or in Novotx's
guaranteed. Licensee agrees that Novotx is not opinion is likely to become, the subject of an infringement
responsible for the Online Services, for any change, claim, Novotx may, at its option and expense, either: (i)
interruption, error, or discontinuation of any Online procure for Licensee the right to continue using the
Services, or for any resulting adverse effects upon the Licensed Software; (ii) replace or modify the Licensed
performance or output of the Licensed Software. Software so that it becomes non-infringing; or (iii) accept
return of the Licensed Software, terminate this Agreement
6.4 Licensee Responsibilities. in whole or in part as appropriate upon written notice to
(a) Business Expertise; Suitability. Licensee Licensee, and refund to Licensee a pro-rata portion of the
acknowledges that the Maintenance and Support and fees paid for such Licensed Software (if any)to reflect the
other services furnished hereunder are provided to assist period of lost use. If the License Term is perpetual, such
Licensee in the use of the Licensed Software and not as a pro-rata refund will be computed according to a thirty-six
replacement for Licensee's expertise and knowledge of its (36) month straight-line amortization schedule beginning
business. Licensee assumes all risks associated with the upon delivery of the Licensed Software; otherwise, the
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pro-rata refund will be the unused portion of license fees FORESEEABLE OR NOVOTX HAS BEEN ADVISED OF
paid for the period affected by the termination. THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, Novotx will have no g CONFIDENTIALITY
obligation under this Section 7.1 or otherwise with respect
to any infringement claim based upon: (i) use of the 9.1 Confidentiality Obligations. Each party agrees
Licensed Software not in accordance with this Agreement; to maintain any Confidential Information received from the
(ii) use of the Licensed Software in combination with other party in confidence using the same degree of care
products, equipment, software, data, or services not that it uses to maintain its own Confidential Information in
supplied by Novotx; (iii)use of any release of the Licensed confidence, but in no event not less than reasonable care.
Software other than the most current release made The recipient of any Confidential Information shall not
available to Licensee; or (iv) modification of the Licensed disclose such Confidential Information to any third party
Software by any person other than Novotx or its without prior written approval of the disclosing party or use
authorized agents or subcontractors. THIS SECTION 7.1 such Confidential Information for any purpose not
STATES NOVOTX'S ENTIRE LIABILITY AND contemplated by this Agreement. The foregoing
LICENSEE'S EXCLUSIVE REMEDY FOR ANY CLAIMS restrictions shall not apply to any information for which the
OF INFRINGEMENT. receiving party can document: (i) was already lawfully
7.2 Third-Party Claims. Licensee will defend at its known to the receiving party at the time of disclosure by
own expense any action against Novotx brought by a third the disclosing party; (ii) is disclosed to the receiving party
party arising out of Licensee's use of the Licensed by a third party who had the right to make such disclosure
Software except to the extent that the action is covered without any confidentiality restrictions; (iii)is, or through no
under Section 7.1, and Licensee will pay those costs and fault of the receiving party has become, generally
damages finally awarded against Novotx in any such available to the public; or (iv) is independently developed
action that are specifically attributable to such claim or by the receiving party without access to, or use of, the
those costs and damages agreed to in a monetary disclosing party's Confidential Information. In addition, the
settlement of such action. receiving party may disclose Confidential Information of
the other party to the extent required by applicable law or
7.3 Conditions. The indemnifying party's obligations regulation; provided that the party required to make such
under this Section 7 are conditioned on the other party: (i) disclosure gives the other party prompt written notice and
notifying the indemnifying party promptly in writing of the sufficient opportunity to object to such disclosure, or to
action for which defense or indemnity is sought; (ii) giving request confidential treatment.
the indemnifying party sole control of the defense thereof
and any related settlement negotiations; and (iii) g•2 Return of Confidential Information. The
cooperating and, at t the indemnifying party's request and receiving party will return to the disclosing party or destroy
expense, assisting such defense. all Confidential Information of the disclosing party in the
receiving party's possession or control and permanently
8. LIMITATION OF LIABILITY. NOVOTX'S TOTAL erase all electronic copies of such Confidential Information
CUMULATIVE LIABILITY IN CONNECTION WITH ANY promptly upon the written request of the disclosing party
LICENSED SOFTWARE, ADDITIONAL MATERIALS, OR upon the expiration or termination of the Agreement. The
MAINTENANCE AND SUPPORT OR OTHER SERVICES receiving party will certify in writing signed by an officer of
PROVIDED UNDER THIS AGREEMENT, WHETHER IN the receiving party that it has fully complied with its
CONTRACT, TORT OR OTHERWISE, WILL NOT obligations under this Section 9.2.
EXCEED THE AMOUNT OF FEES PAID BY LICENSEE 10. TERM AND TERMINATION
TO NOVOTX UNDER THIS AGREEMENT FOR THE
LICENSE OF THE LICENSED SOFTWARE OR (IF 10.1 Term. The term of the Agreement will begin on
APPLICABLE) FOR THE RELEVANT SERVICES. IN NO the Effective Date and will continue in force until the
EVENT WILL NOVOTX BE LIABLE TO LICENSEE OR expiration of the License Term (as the same may be
ANY THIRD PARTY CLAIMING THROUGH LICENSEE renewed in accordance with this Agreement)or indefinitely
FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, if the License Term is perpetual, subject to termination as
PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, OR provided in Section 10.2.
FOR ANY LOST, DAMAGED OR CORRUPTED DATA,
LOST PROFITS, LOST BUSINESS OPPORTUNITIES, 10.2 Termination.
LOSS OF GOODWILL OR REPUTATION, BUSINESS (a) For Breach. Either party may terminate the
INTERRUPTION, WASTED MANAGEMENT TIME, DATA License Term and this Agreement if the other party
CONVERSION ISSUES, DAMAGE TO LICENSEE'S breaches any material provision of the Agreement and
COMPUTERS OR COMMUNICATIONS NETWORK, OR does not cure such breach within thirty (30) days after
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS receiving written notice thereof.
OR SERVICES, ARISING FROM OR RELATING TO
THIS AGREEMENT OR THE LICENSED SOFTWARE, (b) Evaluation Licenses. If the License Type is a
ADDITIONAL MATERIALS, MAINTENANCE AND non-production beta and/or evaluation license, the License
SUPPORT, OR OTHER SERVICES PROVIDED Term and this Agreement may be terminated by Novotx at
HEREUNDER, HOWEVER CAUSED AND UNDER ANY any time, and will automatically expire (without renewal
THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED option, unless otherwise specified in the Sales Order) at
TO NEGLIGENCE, TORT, INTENTIONAL the end of the stated License Term. License is under no
MISCONDUCT, STRICT LIABILITY, CONTRACT OR obligation to purchase a paid license during the evaluation
OTHERWISE, EVEN IF SUCH DAMAGES WERE License Term, but must do so in order to continue using
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the Licensed Software after the evaluation License Term transaction, consult with Novotx regarding the anticipated
ends. impact of such transaction in relation to the License Limits
10.3 License Renewal. If the License Term is not and other restrictions of this Agreement, and take all
perpetual, it will be renewable (i.e., subscription-based)or actions (including those described in Section 2.4(d))
non-renewable (i.e., fixed-term) as specified in the Sales reasonably necessary in order to remain in compliance
Order. If not so specified, it will be presumed to be with this Agreement.
renewable if the License Type is a production license or 11.2 Notices. Any notice required or permitted by this
non-renewable otherwise. If the License Term is Agreement will be in writing and will be deemed effective
renewable, it will automatically extend for successive upon receipt, when sent by confirmed email or when
renewal periods, each equal to the initial license duration delivered in person or by express delivery service, or
stated in the Sales Order (unless otherwise indicated mailed, first class, registered or certified mail, postage
therein), unless and until either party notifies the other of prepaid, to the address of the party specified in this
non-renewal at least thirty (30) days in advance. Either Agreement or such other address as such party may
party may exercise its non-renewal right for any reason or specify in writing.
no reason.
11.3 Governing Law and Arbitration. This
10.4 Effects of Termination. Upon termination or Agreement will be governed by and interpreted in
expiration of the Agreement for any reason: (i) any accordance with the laws of the State of Utah, without
amounts owed to Novotx under this Agreement before reference to its choice of laws rules. The prevailing party
such termination or expiration will be immediately due and in any dispute under this Agreement will be entitled to
payable; (ii)all license rights granted in the Agreement will recover from the other party its reasonable attorney fees
immediately cease to exist; and (iii) Licensee must incurred with respect to that dispute.
promptly discontinue all use of the Licensed Software,
erase all copies of the Licensed Software from Licensee's 11.4 Waivers. All waivers must in writing o be
computers, and return to Novotx or destroy all copies of effective. Any waiver or failure to enforce any provision of
the Licensed Software on tangible media in Licensee's the Agreement on one occasion will not be deemed a
waiver of any other provision or of such provision on any
possession. For avoidance of doubt, termination of this
other occasion.
Agreement will not preclude either party from pursuing any
available legal remedies for any default of the other party's 11.5 Severability. If any provision of the Agreement is
obligations. unenforceable, such provision will be changed and
10.5 Survival. Sections 0, 2.6, 5.3, 5.5, 6.1, 6.3, 7, 8, interpreted to accomplish the objectives of such provision
9, 10.4, 10.5, and 11, together with any accrued payment to the greatest extent possible under applicable law and
obligations, will survive expiration or termination of the the remaining provisions will continue in full force and
Agreement for any reason. effect.
11. GENERAL 11.6 Force Majeure. No party shall be liable for failure
or delay in performing its obligation (other than payment of
11.1 Assignment. Except as permitted below, this money)for causes beyond its reasonable control.
Agreement may not be assigned or transferred by either
party without the other party's prior written consent, and 11.7 Entire Agreement; Counterparts. This
Agreement, together with any Exhibits and related Sales
any attempt to do so will be void. Either party shall have
the right to assign this Agreement to any successor to its Orders, constitutes the entire agreement between the
business or assets to which this Agreement relates, parties regarding the subject hereof and supersedes all
whether by merger, sale of assets, sale stock, prior or contemporaneous agreements, understandings,
reorganization or otherwise; provided, however, that and communication, whether written or oral. This
Licensee may not transfer this Agreement, by assignment, Agreement shall not be modified except by a subsequently
merger, change of control, operation of law, or otherwise, dated written amendment signed by an officer of Novotx
to any software company or competitor of Novotx. In the and a duly authorized representative of Licensee. This
Agreement may
event of an assignment, merger or change of control of
Licensee, Licensee will promptly notify Novotx of the together shall formm one legal instrument.
executed in counterparts, which taken
The parties by their authorized representatives have entered into this Agreement as of the Effective Date.
NOVOTX LLC LICENSEE: Monroe County, FL
Signed: Signed w°
Name: Wade Lowe Name: Roman Gastesi
Title: Chief Operating Officer Title: Monroe County Administrator
Date: Feb 02 2024 Date: 02.23.2024
MONROE COUNTY ATTORNEY
'U`PR?U-D15roFO c
A SSI ST'Wr COUNTY ATTORNEY
DATE.2L2012.4...................
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Exhibit A
Maintenance and Support
Novotx will provide technical support and maintenance services for the Licensed Software based upon the following terms and
conditions and those set forth in the Software License Agreement("Agreement")to which this Exhibit is attached. Capitalized
terms used but not defined in this Exhibit have the meanings given in the Agreement.
1. Technical Support Services: Technical support fee for Maintenance and Support in connection with
services shall include call management, entitlement perpetual license will be calculated as of the beginning of
verification, issue prioritization, basic installation the annual period based upon the list price of the Licensed
assistance, issue analysis, program error re-creation, Software as if a perpetual license were being purchased at
application diagnostics and the corresponding resolution such time. Licensee will be invoiced for annual renewals
of such issue or issues through operational instruction, on or before the date of expiration of the then current term.
work-arounds, or corrections to the object code of the Novotx reserves the right to amend its fees annually with
application. Training, implementation, configuration, and prior written notice and Licensee shall have the right to no
customization services are outside the scope of technical longer subscribe for Maintenance and Support.
support, and are subject to additional charges.
7. Applicability to Free Licenses: If the license for the
2. Maintenance Services: Maintenance services shall Licensed Software is granted free of charge, Licensee will
include delivery of all updates (as described below)for the not be entitled to Maintenance and Support unless
Licensed Software that are commercially released during expressly agreed by Novotx in the Sales Order, in which
the term of Licensee's Maintenance and Support case fees for Maintenance and Support will be as set forth
entitlement. Updates consist of new releases that may in the Sales Order, subject to change as provided above.
provide functional enhancements and error corrections.
New products, separately serialized modules, and $• Exclusions: Novotx has no obligation to perform
software customizations are not considered updates and technical support services related tl (i) hardware,
are not included in the maintenance services. Licensee software, data, or services not suppplied by Novotx
will have sole responsibility for the installation of any (including but not limited to Online Services); (ii)
updates. modifications or customizations made to the Licensed
Software by anyone other than Novotx or its
3. Scope of Services: Services will be provided during representatives; (iii) installation or use of the Licensed
Novotx's normal hours of operation, Monday through Software other than as authorized in the Agreement and
Friday from 7:00 AM to 6:00 PM Central Time, excluding described in the Documentation; or (iv) Licensee's failure
national holidays. Basic services will include unlimited to implement error corrections, work-arounds, or updates
phone and email access to technical support as well as furnished by Novotx (collectively, the "Excluded
online access to Novotx's client services website. Causes"). Without limiting the foregoing, Novotx reserves
Enhanced services may also be made available by Novotx the right to charge Licensee additional fees for services
from time to time and contracted by Licensee. rendered in connection with reported program errors that
4. Term: Subject to the terms of the Agreement and are subsequently determined to have been due to any of
Licensee's payment of all fees specified below, Licensee the Excluded Causes. Any such fees will be charged on atime-and-materials basis.
is entitled to receive the Maintenance and Support
described herein: (i)for the duration of the License Term if 9. Payment: Licensee is responsible for the full
the License Term is fixed-term or subscription-based; or payment, including any applicable sales and/or use taxes,
(ii)for a period of one year, measured from the the end of for services received. Licensee's Maintenance and
the Warranty Period (and subject to renewal as provided Support entitlement shall immediately expire if payment is
below), if the License Term is perpetual. thirty (30) days past due. If Licensee cancels services at
5. Annual Renewal of Service: If the License Term is any time, no refund, pro-rated or otherwise, will be
perpetual, then thirty (30) days prior to the annual provided.
expiration date of Maintenance and Support service, 10. Reinstatement of Services: In the event of
Novotx will invoice Licensee for the annual renewal of cancellation of or non-payment for Maintenance and
service pursuant to the current terms, conditions and Support, any subsequent renewals will be subject to a
pricing then in effect. Such service will be automatically reinstatement charge of 25% of the then-current Licensed
renewed unless canceled in writing by Licensee prior to Software perpetual license fee, plus any unpaid historical
the annual expiration date or in the event of non-payment and current annual fees.
by the renewal date.
11. Registered Users: Licensee shall provide and
6. Fees: Fees for Maintenance and Support services maintain a list of registered users that may be contacted
are: (i) included in the fees paid for a fixed-term or by Novotx in relation to Maintenance and Support.
subscription-based license to the Licensed Software Licensee may amend the list of registered users at any
(provided such license is not granted free of charge); or(ii) time by providing written notice to Novotx.
charged on an annual basis, in an amount equal to twenty
percent(20%)of the then-current list price of the Licensed Conditions of Service: The receipt and use of the
Licensed Software and associated Maintenance and
Software (or the most recent list price if the Licensed Licensed
Support is subject to the terms and conditions of the
Software version being used is no longer available for sale
original Agreement and Licensee's adherence to
by Novotx) if the License Term is perpetual. The annual
associated documentation and maintenance of the system
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requirements of the Licensed Software. Novotx reserves
the right to suspend Maintenance and Support for any
outdated versions of the Licensed Software with prior
notification to Licensee.
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Addendum
Monroe County
Terms and Conditions
The Monroe County Board of County Commissioners (herein after "County" or "Licensee") and
NOVOTX LLC (herein after "Novotx") agree as set forth below.
The County and Novotx hereby enter into this addendum to the Novotx Software License Agreement
("Agreement"). and agrees to the following:
The Agreement incorporates this Addendum and shall apply and govern all Sales Orders entered into
by the parties. If there is any conflict between provisions in the "Novotx Software License
Agreement" and this "Addemndum", this Addendum shall apply.
All Sales Orders and any renewals under this Agreement shall not exceed $100,000.00 without the
prior approval of the Monroe County Board of County Commissioners.
Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70,
Florida Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the
Local Government Prompt Payment Act. Novotx shall submit to the County invoices with
Supporting documentation that are acceptable to the Monroe County Clerk of Court and
Comptroller (Clerk). Acceptability to the Clerk is based on generally accepted accounting principles
and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. Travel expenses
may only be paid if approved by the County's Information Technology Director, and as long as
adequate documentation is provided by Novotx, including but not limited to the exact dates of travel,
mileage, costs. Travel expenses are regulated by the Monroe County Code Sec. 2-106 to 2-112.
The County's performance and obligation to pay under this Agreement is contingent upon an annual
appropriation by the Monroe County Board of County Commissioners.
The County's indemnification is limited and subject to the sovereign immunity provisions of Sec.
768.28, Florida Statutes.
The County, as a political subdivision of the State of Florida, is exempt from taxation. An exemption
certificate will be provided to Novotx upon request.
Maintenance of Records: Novotx shall maintain all books, records, and documents directly
pertinent to performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Each party to this Agreement or their authorized representatives,
shall have reasonable and timely access to such records of each other party to this Agreement for
public records purposes during the term of the Agreement and for five years following the
termination of this Agreement. If an auditor employed by the County or the determines that monies
paid to Novotx pursuant to this Agreement were spent for purposes not authorized by this Agreement,
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Novotx shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, running
from the date the monies were paid to Novotx.
Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida applicable to contracts made and to
be performed entirely in the State. In the event that any cause of action or administrative proceeding
is instituted for the enforcement or interpretation of this Agreement, the County and Novotx agree
that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida. This Agreement shall not be subject to arbitration.
Attorney's Fees and Costs: The Parties agree that in the event any cause of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or interpretation of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an
award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate
proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in
accordance with the Florida Rules of Civil Procedure and usual and customary procedures required
by the circuit court of Monroe County.
Nondiscrimination: The Parties agree that there will be no discrimination against any person, and it
is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action on
the part of any party, effective the date of the court order. The Parties agree to comply with all
Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination.
These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352)which
prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which prohibits
discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20
USC s. 794), which prohibits discrimination on the basis of disabilities; 4) The Age Discrimination
Act of 1975, as amended (42 USC ss. 6101-6107)which prohibits discrimination on the basis of age;
5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of
1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of
alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601
et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The
Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to
time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14,
Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin,
ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the
subject matter of, this Agreement.
Public Records Compliance. Novotx must comply with Florida public records laws, including but
not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida.
The County and Contractor shall allow and permit reasonable access to, and inspection of, all
documents, records, papers, letters or other "public record" materials in its possession or under its
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control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
Customer and Novotx in conjunction with this contract and related to contract performance. The
County shall have the right to unilaterally cancel this contract upon violation of this provision by
Novotx. Failure of Novotx to abide by the terms of this provision shall be deemed a material breach
of this contract and the County may enforce the terms of this provision in the form of a court
proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and
costs associated with that proceeding. This provision shall survive any termination or expiration of
the contract. Novotx is encouraged to consult with its advisors about Florida Public Records Law in
order to comply with this provision.
As applicable, pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor
is required to:
(1) Keep and maintain public records that would be required by the County to perform the service.
(2) Upon receipt from the County's custodian of records, provide the County 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.
(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 contractor does not transfer the records to the
County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the Contractor or keep and maintain public records that would be required by the
County to perform the service. If the Contractor transfers all public records to the County 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
County, upon request from the County's custodian of records, in a format that is compatible with the
information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be made directly
to the County, but if the County does not possess the requested records, the County shall immediately
notify the Contractor of the request, and the Contractor must provide the records to the County or
allow the records to be inspected or copied within a reasonable time.
If the Contractor does not comply with the County's request for records, the County shall enforce the
public records contract provisions in accordance with the contract, notwithstanding the County's
option and right to unilaterally cancel this contract upon violation of this provision by the Contractor.
A Contractor who fails to provide the public records to the County or pursuant to a valid public
records request within a reasonable time may be subject to penalties under section119.10, Florida
Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public
records unless or otherwise provided in this provision or as otherwise provided by law.
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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,_
BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-
BRIAN@MONROECOUNTY FL.GOV, MONROE COUNTY ATTORNEY'S
OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040.
Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the
participation of the County and Novotx in this Agreement and the acquisition of any commercial
liability insurance coverage, self-insurance coverage, or local government liability insurance pool
coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any
contract entered into by the County be required to contain any provision for waiver.
Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of
them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the County and the Contractor agree
that neither the County nor the Novotx or any agent, officer, or employee of either shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
No Personal Liability: No covenant or agreement contained herein shall be deemed to be a
covenant or agreement of any member, officer, agent or employee of Monroe County, FL in his or her
individual capacity, and no member, officer, agent or employee of Monroe County, FL shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement.
E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall
register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify
the work authorization status of all new employees hired by the Novotx during the term of the
Contract and shall expressly require any subcontractors performing work or providing services
pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify
system to verify the work authorization status of all new employees hired by the subcontractor during
the Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does
not employ, contract with, or subconstruct with an unauthorized alien. Novotx shall comply with and
be subject to the provisions of F.S. 448.095
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COUNTY FORMS. By signing this Agreement, Novotx has sworn or affirmed to the following
requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug-Free
Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as set forth in
more detail in this Agreement.
Public Entity Crime Statement
Novotx certifies and agrees that Novotx nor any Affiliate has been placed on the convicted vendor
list within the last 36 months.
In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on
the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not
submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a
contract with a public entity for the construction or repair of a public building or public work; may
not submit bids on leases of real property to a public entity; may not be awarded or perform work as a
contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not
transact business with any public entity.
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on contracts to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public entity, may
not be awarded or perform work as a contractor, supplier, subcontractor, Novotx or subcontractor
under a contract with any public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO
for a period of 36 months from the date of being placed on the convicted vendor list.
By signing this Agreement, Novotx represents that the execution of this Agreement will not violate
the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result
in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment
from County's competitive procurement activities.
In addition to the foregoing, Novotx further represents that there has been no determination, based on
an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida
Statutes, as a "public entity crime" and that it has not been formally charged with committing an act
defined as a"public entity crime" regardless of the amount of money involved or whether Novotx has
been placed on the convicted vendor list.
Novotx will promptly notify the County if it or any subcontractor is formally charged with an
act defined as a "public entity crime" or has been placed on the convicted vendor list.
Ethics Clause
By signing this Agreement, Novotx warrants that he/it has not employed, retained or otherwise had
act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance
No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-
1990. For breach or violation of this provision the County may, in its discretion, terminate this
Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase
price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration
paid to the former County officer or employee.
5
Zoho Sign Document ID:2EE15AB0-IHBPQR29M_IM5XZ8_SUY3UAWK6CB60BTQXN_4-BUCS
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Novotx agrees and certifies compliance with the following:
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal
for, or entering into or renewing a contract for goods or services of any amount if, at the time
of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel
List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of
Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on,
submitting a proposal for, or entering into or renewing a contract for goods or services of
$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan
List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were
created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba
or Syria.
As the person authorized to sign on behalf of Novotx, I hereby certify that the company
identified above is not listed on the Scrutinized Companies that Boycott Israel List or engaged
in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the
Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false
certification may subject company to civil penalties, attorney's fees, and/or costs. I further
understand that any contract with the County may be terminated, at the option of the County,
if the company is found to have submitted a false certification or has been placed on the
Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on
the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria.
Note: The List are available at the following Department of Management Services Site:
http� //ww diii ,rny1V.!2.Lidati corn/[) usiriess op�.....[¶;,ores/statite ;ptt �liati�u;u;g/v u, or uu;,forr��ati,t;¶o rl/cc ul vuc 1.2d.
suusp�en�p p fflscrurnunatitory �ornp�patiuruts v; rdou,,,,,,,lists,
Non-Collusion Affidavit
Novotx by signing this Agreement, according to law on my oath, and under penalty of perjury,
depose and say that the person signing on behalf of the firm of Novotx, the bidder making the
Proposal for the project described in the Scope of Work and that I executed the said proposal with
full authority to do so; the prices in this bid have been arrived at independently without collusion,
consultation, communication or agreement for the purpose of restricting competition, as to any matter
relating to such prices with any other bidder or with any competitor; unless otherwise required by
law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder
and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any
other bidder or to any competitor; and no attempt has been made or will be made by the bidder to
induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose
of restricting competition; the statements contained in this affidavit are true and correct, and made
with full knowledge that Monroe County relies upon the truth of the statements contained in this
affidavit in awarding contracts for said project.
6
Zoho Sign Document ID:2EE15AB0-IHBPQR29M_IM5XZ8_SUY3UAWK6CB60BTQXN_4-BUCS
Agreed to And Accepted by Novotx LLC
Signature
Chief Operating Officer
Title
7
Sono Sign Generated on Feb 2,2024 13:09 MST
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.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
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Document ID : 2EE15ABO-INBPQR29M_IM5XZ8_SlJV3lJAVVK6CB60BTQXN_4-B(J'CS
Document Name : Novotx Elements XS Sales Agreement- Monroe COUnty, FL
Sent by : Michael Boyd <mboyd@inovotx.com>
Organization : Novotx, LLC
1979 W 1900 S SUITE A,SVRACIJSE,IJtalh,(Jinited States 84075
Sent on : Feb 2,2024 12:25 MST Signers : 4
Completed on : Feb 2,2024 13:08 MST Receives a copy : 1
Sign order : SegUential Approvers : 0
No.of documents : 3
IIRed Ill lil ents
Mik€�Sclhwab ��iiliiK�ll
SiIgP eir msclhwab@inovotx.com M'9
Emailed on : Feb 2,2024 12:25 MST Accessed from : 209.50.27.115
Viewed on : Feb 2,2024 12:48 MST Device used : Web
Terms agreed on : Feb 2,2024 12:49 MST Authentication type : None
Signed on : Feb 2,2024 12:49 MST
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
SF'::C Connor Paige
SIl�neiir cpaige@inovotx.com CIP
Emailed on : Feb 2,2024 12:49 MST Accessed from : 67.190.163.237
Viewed on : Feb 2,2024 12:58 MST Device used : Web
Terms agreed on : Feb 2,2024 12:59 MST Authentication type : None
Signed on : Feb 2,2024 12:59 MST
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
�SF:�'�C Mike Pritchard
signeir mpritclhard@novotx.com MP
Emailed on : Feb 2,2024 12:59 MST Accessed from : 76.181.245.110
Viewed on : Feb 2,2024 13:00 MST Device used : Web
Terms agreed on : Feb 2,2024 13:01 MST Authentication type : None
Signed on : Feb 2,2024 13:01 MST
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Wade Lowe Fief i Knla rm i i ill
Signer wade@novotx.com
Emailed on : Feb 2,2024 13:01 MST Accessed from : 72.189.152.143
Viewed on : Feb 2,2024 13:07 MST Device used : Web
Terms agreed on : Feb 2,2024 13:08 MST Authentication type : None
Signed on : Feb 2,2024 13:08 MST
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Miclha€l Boyd
ieweir mboyd@novotx.com
Emailed on : Feb 2,2024 13:08 MST Accessed from
Viewed on : - Device used
Authentication type : None
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Please read the following information carefUlly. By clicking the'I agree-' button,YOU agree that YOU have reviewed the
following terms and conditions and consent to transact bUsiness€lectronical ly using Zolho Sign€lectronic signatUre
system. If YOU do not agree to these terms,do not click the'I agree'button.
lectr II°i c doculinneii°its
P lease note that Novotx,LLC ("We ''gas" or"Company")wil l send al l dOCLJments€lectronicaI Iy to YOU to the€mail
address that YOU have given gas daring the COUrse of the bLJsiness relationslhip Lin Iess YOU t€l I gas otherwise in
accordance with the procedUre explained Ih€rein.Once YOU sign a dOCLJment€lectronically,we will send a P D F version
of the dOCLJment to YOU.
Fk1equmuest°for Il) 1p,)er IIAes
YOU have the right to regUest paper copies of these dOCLJments sent to YOU €lectronical ly from wade@novotx.com.
Alternatively,YOU also have the ability to download and point these dOCLJments s€rit to YOU €lectronical ly,and re-
Upload a scanned copy of the printed and physically signed dOCLJments. If YOU,however,wish to regUest paper copies of
these dOCLJments s€rit to YOU€lectronical ly,YOU can write back to the sender.
' II drawilling u r consent
At any point in time during the coUose of OUr bUsiness relationship,YOU have the right to withdraw Your consent to
receive dOCLJments in €lectronic format. If yoga wish to withdraw Your consent,YOU can decline to sign a dOCLiment that
we have sent to YOU and send an€mail to wade@novotx.com informing gas that YOU wish to receive dOCLJments only in
paper format. Upon regUest from YOU,we wil l stop sending docLaments using Zolho Sign€lectronic signatUre system.
r6 advise '1,4ovot)(, ��I ��I C of your� ir�ew ekinaflI addiress
If'you need to change theemai| address that you use to receive notices and disc|osmres from us,write tomsat
vvade@novotx.com
Syste00�������00����
Compatiblewith recentversions of'popular browsers such as Chrome, Firefox,Safari,and Internet Explorer.ZohoSign
is also available on iC>5 and Android devices.
7 0 PT r 'PEOPUE Thank you for choosing CDW. We have received your quote.
= WHO
'GE'1"ff Hardware Software Services IT Solutions Brands Research Hub
QUOTE CONFIRMATION
ALAN MACEACHERN,
Thank you for considering CDW@G for your technology needs. The details of your quote are below. If
you are an eProcurement or sire e sion on customer, Dlease loci into your system to access
the CDW site. You can search for your quote to retrieve and transfer back into your system for
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For all other customers, click below to convert your quote to an order.
QUOTE DATE . . .REFERENCE...... . .QUOTE# I LIST MER# GRAND'Il"O'll"AL
NQLW809 11/14/2023 ELEMENTS XS 7276830 $42,997,00
.................................................. ............................................................................................
QUOTE DETAILS
......................................................................................................................................................................................................................................................................................................................................
ITEM QTY CDW# UNIT PRICE EXT. PRICE
1111410VO I'X I' XS SIJ111J :1,y 51J 1 7700121 $16,999.00 $16,999.00
Mfg. Part#: EXS-M-T1
Electronic distribution - NO MEDIA
Contract: National IPA Technology Solutions (2018011-01)
'11410V0 I'X `(QS f 4,G,,SIE I'lUID, SVC 1 7650976 $6,499.00 $6,499.00
Mfg. Part#: EXS-HOST-AWS
Electronic distribution - NO MEDIA
Contract: National IPA Technology Solutions (2018011-01)
XS 01'1,4,11aQAI'i D SVC 1 7650978 $19,499.00 $19,499.00
Mfg. Part#: EXS-ONB-AM
Electronic distribution - NO MEDIA
Contract: National IPA Technology Solutions (2018011-01)
...............................................................................................................................................................................................................................................................................
...............................................................................................................................................................................................................................................................................
SUBTOTAL $42,997.00
SHIPPING $0.00
SALES TAX $0.00
GRAND TOTAL $42,997,00
PURCHASER BILLING INFO DELIVER TO
Billing Address: Shipping Address:
MONROE COUNTY INFORMATION TECH MONROE COUNTY INFORMATION TECH
ACCOUNTS PAYABLE INFORMATION TECH DEPT
1200 TRUMAN AVE STE 211 102050 OVERSEAS HWY
KEY WEST, FL 33040-7270 KEY LARGO, FL 33037
Phone: (305) 295-5110 Phone: (305) 295-5121
Payment Terms: Net 30 Days-Govt State/Local Shipping Method) ELECTRONIC DISTRIBUTION
Please remit payments to-
CDW Government
75 Remittance Drive
Suite 1515
Chicago, IL 60675-1515
AaNl Sales Contact Info
Ryan Torres 1 (877) 500-3403 |
LEASE OPTIONS
Monthly payment based on 36 month lease. Other terms and options are available. Contact your Account Manager for details. Payment quoted
is subject uuchange.
Why finance?
• Lower Upfront Costs. Get the products you need without impacting cash flow. Preserve your working capital and existing credit line.
• Flexible Payment Terms. 100%financing with no money down, payment deferrals and payment schedules that match your company's
business cycles.
° Predictable, Low Monthly Payments. Pay over time. Lease payments are fixed and can be tailored to your budget levels or revenue streams.
°r=c»nv/ou' Refresh. Keep current technology with minimal financial impact vrrisk.xuu-vn or upgrade during the lease term and choose to
return ur purchase the equipment atend of lease.
- Bundle Costs.You can combine hardware, software,and services into a single transaction and pay for your software licenses over time! We
know your challenges and understand the nccu for flexibility.
General Terms and cunu/uuns:
This quote/s not|cganv binding and /s for discussion purposes only.The rates are estimate only and are based on a collection of industry data
from numerous sources. All rates and financial quotes are subject mfinal review, approval, and documentation by our leasing partners.
Payments above exclude all applicable taxes. Financing is subject to credit approval and review of final equipment and services configuration.
Fair Market Value leases are structured with the assumption that the equipment has a residual value at the end ur the lease term.
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